Form 8-K

8-K — XCF Global, Inc.

Accession: 0001213900-26-107213

Filed: 2026-10-06

Period: 2026-10-05

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0307760-8k_xcfglobal.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF XCF GLOBAL, INC., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON OCTOBER 5, 2026 (ea030776001ex3-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 5, 2026

XCF GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42687

33-4582264

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3040 Post Oak Blvd.

Floor 18 Suite 164

Houston, Texas

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including

area code: (346) 630-4724

N/A

(Former name or former

address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act

Title of each

class

Trading Symbol(s)

Name of each

exchange on which registered

Class A Common Stock

SAFX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

As described below, the stockholders of XCF Global,

Inc. (the “Company”) approved Proposal 1 (as defined herein) at the Company’s special meeting of stockholders

(the “Special Meeting”) held on October 5, 2026.

On October 5, 2026, the Company filed a certificate

of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the

State of Delaware to increase the number of shares of the Company’s Class A Common Stock that the Company is authorized to issue

from 500,000,000 to 1,700,000,000 (the “Amendment”). The Amendment became effective upon filing with the Secretary

of State of Delaware.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 3.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote

of Security Holders.

On October 5, 2026, the Company held the Special

Meeting in a virtual format via live webcast. At the Special Meeting, a total of 292,412,906 shares of Common Stock, or approximately

70.4% of the 415,296,896 shares of Common Stock, issued and outstanding, as of the close of business on September 25, 2026, the record

date for the Special Meeting, were represented virtually or by proxy, which was sufficient to constitute a quorum for the purpose of transacting

business at such meeting.

At the Special Meeting, the Company’s stockholders

considered five proposals, each of which is described in more detail in the Company’s definitive joint proxy statement/prospectus

filed with the SEC on July 31, 2026, as supplemented from time to time (the “Proxy Statement/Prospectus”).

Set forth below is a brief description of each

matter voted upon at the Special Meeting and the voting results with respect to each matter.

Proposal No. 1: To increase the number

of shares of the Company’s Class A Common Stock that the Company is authorized to issue from 500,000,000 to 1,700,000,000 (“Proposal

1”).

For

Against

Abstentions

Broker Non-Votes

286,810,803

5,542,237

59,866

Proposal No. 2: To approve, in accordance

with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of the Company’s issued and outstanding

shares of Common Stock, constituting the stock consideration to be issued pursuant to that certain Business Combination Agreement, dated

as of April 13, 2026, by and among the Company, DevvStream and Southern Energy (“Proposal 2”).

For

Against

Abstentions

Broker Non-Votes

287,161,873

5,208,824

42,209

Proposal No. 3: To elect Christopher Cooper,

Chad J. Langley, John Wharton, Wray Thorn, Sanford Cockrell, Si-Yeon Kim and Carl Stanton to serve on the Company’s post-closing

board of directors until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation

or removal (“Proposal 3”).

Christopher Cooper:

For

Withhold

Broker Non-Votes

292,297,592

115,314

Chad J. Langley:

For

Withhold

Broker Non-Votes

292,265,000

147,906

John Wharton:

For

Withhold

Broker Non-Votes

292,270,450

142,456

Wray Thorn:

For

Withhold

Broker Non-Votes

291,631,055

781,851

Sanford Cockrell:

For

Withhold

Broker Non-Votes

292,217,276

195,630

Si-Yeon Kim:

For

Withhold

Broker Non-Votes

292,196,644

216,262

Carl Stanton:

For

Withhold

Broker Non-Votes

292,129,715

283,191

Proposal No. 4: To increase the number

of the Company’s shares of Common Stock reserved for issuance under the 2025 Equity Incentive Plan from 14,557,181 to 80,000,000

(“Proposal 4”).

For

Against

Abstentions

Broker Non-Votes

280,192,521

11,909,931

310,454

Proposal No. 5: To approve any adjournment

of the Special Meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient

shares present virtually or represented by proxy voting in favor of the foregoing proposals.

For

Against

Abstentions

Broker Non-Votes

287,215,108

4,897,570

300,228

An adjournment of the Special Meeting was not necessary because there

were sufficient votes in favor of Proposals 1, 2, 3 and 4.

No other matters were submitted to or voted on

by the Company’s stockholders at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of XCF Global, Inc., filed with the Secretary of State of the State of Delaware on October 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XCF GLOBAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

Date: October 6, 2026

EX-3.1

Filename: ea030776001ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

XCF GLOBAL, INC.

XCF Global, Inc., a corporation organized and

existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is XCF Global, Inc.

2. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware

on June 6, 2025 (the “Certificate of Incorporation”).

3. Section 4.1 of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

Section 4.1 Authorized Capital

Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 1,750,000,000

shares, each with a par value $0.0001 per share, consisting of (a) 1,700,000,000 shares of Class A Common Stock, par value $0.0001 per

share (the “Common Stock”), and (b) 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred

Stock”). Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized

shares of any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative vote of

the holders of a majority of the total voting power of the issued and outstanding shares of capital stock of the Corporation entitled

to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law

of the State of Delaware, and no vote of the holders of any class of the Common Stock or the Preferred Stock voting separately as a class

will be required therefor.

4. This Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of

Delaware.

5. This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has

caused this Certificate of Amendment to be executed by its duly authorized officer on this 5th day of October, 2026.

XCF GLOBAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

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