XCF Global, Inc. SEC Filing
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XCF Global, Inc.
3040 Post Oak Blvd.
Floor 18, Suite 164
Houston, TX 77056
September 14, 2026
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | XCF Global, Inc. (the “Company”) | |
| Request to Withdraw Registration Statement on Form S-1 | ||
| Filed on August 19, 2026 | ||
| File No. 333-298428 |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), XCF Global, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-1 (File No. 333-298428) filed with the Commission on August 19, 2026, together with all amendments and exhibits thereto (collectively, the “Old Registration Statement”), effective as of the date hereof.
The Registrant filed a pre-effective amendment to the Old Registration Statement on Form S-3 (File No. 333-298839) (the “New Registration Statement”) on September 10, 2026. Pursuant to the Commission’s guidance, the Registrant is withdrawing the Old Registration Statement in order to proceed with the New Registration Statement. Based on the foregoing, the Registrant submits that the withdrawal of the Old Registration Statement is consistent with the public interest and the protection of investors.
No shares of the Company’s common stock, par value $0.0001, have been or will be sold pursuant to the Old Registration Statement. Pursuant to Rule 477(b) under the Securities Act, the Registrant understands that this request for withdrawal of the Old Registration Statement will be deemed granted as of the date hereof, unless the Registrant receives notice from the Commission within 15 days of the date hereof that such request will not be granted. In accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account for future use.
We appreciate your time and attention to this matter. Should you have any questions, please call our counsel, Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.
| Very truly yours, | ||
| By: | /s/ Harvey Schnitzer | |
| Name: | Harvey Schnitzer | |
| Title: | Chief Financial Officer | |
c: Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP