Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-028380

Filed: 2026-06-12

Period: 2026-06-11

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002019793

2026-06-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 11, 2026

XCF

GLOBAL, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42687

33-4582264

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3040

Post Oak Blvd.

Floor

18 Suite 164

Houston,

Texas

77056

(Address

of principal executive offices)

(Zip

Code)

(346)

630-4724

(Registrant’s

telephone number, including area code)

(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 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 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

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 1.01 Entry into a Material Definitive Agreement

Private

Placement Issuances

June 11, 2026, XCF Global, Inc. (the “Company”), entered into securities purchase agreements with certain accredited

investors (the “Purchase Agreement”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares

(the “Shares”) of its Class A common stock, par value $0.0001 (“Common Stock”) for aggregate gross

proceeds of approximately $600,000.00 at a purchase price per share of $0.15.

The

Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued

in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D

as promulgated under the Securities Act. Each of the investors has represented that it is an accredited investor, as defined in Rule

501 of Regulation D promulgated under the Securities Act.

H.C.

Wainwright & Co. and Roth Capital Partners are acting as the exclusive co-placement agents for the offering. In connection with the

offering, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant

to which it agreed to pay a cash fee of 7% of the aggregate gross proceeds raised in the offering, in lieu of which cash fee the Company

agreed to issue to the placement agents an aggregate of 233,333 shares of its Common Stock. In addition, the Company agreed to reimburse

Wainwright for legal fees incurred by it in connection with the offering and to issue to the placement agents warrants to purchase common

stock of the Company equal to 3% of the aggregate number of shares of common stock sold in the offering. The placement agent warrants

have a term of five years from the date of issuance and have an exercise price of $0.21 per share.

existing stockholder of the Company will purchase directly from us 666,666 of the Shares for gross proceeds of $100,000. The placement

agents did not engage in the solicitation of, or participate in the distribution of, the offering to the existing stockholder.

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions

thereof, the form of which are filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated into this Item 1.01 by

reference.

Item 3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K under “Private Placement Issuances,” including information

regarding shares and warrants issued to the placement agents, as applicable, is incorporated into this Item 3.02 by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

Form of Securities Purchase Agreement, dated as of June 11, 2026, by and between the Company and Investors.

104

Cover

page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

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.

Dated:

June 12, 2026

XCF

GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher

Cooper

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This SECURITIES

PURCHASE AGREEMENT (the “Agreement”), dated as of _________________ , 2026 (the “Effective Date”), is by

and between XCF Global, Inc., a Delaware corporation (the “Company”), and

_________________________ (“Buyer”).

RECITALS

A. Buyer

wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, ________________

shares of Common Stock of the Company (the “Shares”), for an aggregate equity investment equal to

$____________________ .

B. The

Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D

(“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)

under the Securities Act.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and Buyer (the “Parties”) hereby agree as

follows:

1. PURCHASE

AND SALE OF SHARES.

(a) Purchase

of Shares. On the Effective Date, upon delivery and execution of this Agreement by both parties hereto, the Company shall issue and

sell to Buyer, and Buyer shall purchase from the Company ________________Shares.

(b)

Closing. The closing (the “Closing”) of the purchase of the Shares by the Buyer shall take place by

electronic exchange of executed documents.

Price. The aggregate purchase price for the Shares to be purchased by Buyer (the “Purchase Price”) shall be________________________________________ Dollars

($_______________ ). All references to currency herein shall be deemed to refer to United States Dollars.

(d) Form

of Payment. On the Effective Date, (i) Buyer shall pay the Purchase Price to the Company by wire transfer of immediately available

funds to such account as designated by the Company in Exhibit A attached hereto, and (ii) the Company shall deliver or cause to

be delivered to Buyer notification(s) produced by the direct registration system maintained by the Company’s transfer agent evidencing

ownership of the Shares and registered in the name of Buyer or its nominee designated by the Buyer.

(e)

Registration Rights. The Company shall register the resale of the Shares by the Buyer with U.S. Securities and Exchange

Commission either (i) in connection with the Form S-4 registration statement the Company intends to file in connection with its

recently announced Business Combination Agreement with Southern Energy Renewables, Inc., a Louisiana corporation

(“Southern”) and DevvStream Corp., an Alberta corporation (“DEVS”), or (ii) if such

registration statement is not available for the registration of the resale of the Shares, concurrently with registration of the

resale of the 100,000,000 shares of common stock the Company has sold to EEME Energy SPV I LLC (“EEME”) and Brown Stone

Capital Ltd. (“Brown Stone”) and to Buyer pursuant to the term sheet dated January 26, 2026 between Buyer, the Company,

Southern and DEVS and the Securities Purchase Agreement between the Company and Brown Stone dated April 15, 2026.

2. BUYER’S

REPRESENTATIONS AND WARRANTIES.

Buyer

represents and warrants to the Company that, as of the Effective Date:

(a) Organization;

Authority. Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization

with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise

to carry out its obligations hereunder.

(b) No

Public Sale or Distribution. Buyer is acquiring the Shares for its own account and not with a view towards, or for resale in connection

with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted

under the Securities Act; provided, however, by making the representations herein, Buyer does not agree, or make any representation or

warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time

in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Buyer does not

presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares in violation of

applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company,

a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity

or any department or agency thereof.

Buyer Status. Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d) Reliance

on Exemptions. Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration

requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of,

and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth

herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Shares.

(e) Information.

Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company

and materials relating to the offer and sale of the Shares that have been requested by Buyer. Buyer and its advisors, if any, have been

afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted

by Buyer or its advisors, if any, or its representatives shall modify, amend or affect Buyer’s right to rely on the Company’s

representations and warranties contained herein. Buyer understands that its investment in the Shares involves a high degree of risk and

hereby acknowledges reviewing the Company’s Risk Factors set forth in its Annual Report on Form 10-K for the year ended December

31, 2025. Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision

with respect to its acquisition of the Shares.

(f) No

Governmental Review. Buyer understands that no United States federal or state agency or any other government or governmental agency

has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares

nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(g) Transfer

or Resale. Buyer understands that: (i) the Shares have not been and are not being registered under the Securities Act or any state

securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Buyer

shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company,

to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from

such registration, or (C) Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred

pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”);

(ii) and will contain standard transfer restrictions.

(h) Validity;

Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall constitute

the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, except as may be limited or

otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or other laws relating

to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(i) No

Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated

hereby and thereby will not (i) result in a violation of the organizational documents of Buyer, or (ii) conflict with, or constitute

a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Buyer is a party, or (iii) result in a violation

of any Law (including U.S. federal and state securities laws) applicable to Buyer, except in the case of clauses (ii) and (iii) above,

for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have

a material adverse effect on the ability of Buyer to perform its obligations hereunder.

(j) Residency.

Buyer is a resident of that jurisdiction specified below its address on the signature page of Buyer attached hereto.

(k) Independent

Evaluation. Buyer confirms and agrees that (i) it has independently evaluated the merits of its decision to purchase the Shares,

(ii) it has not relied on the advice of, or any representations by any placement agent or any affiliate thereof or any of their respective

representatives in making such decision.

(l) Acknowledgement

of Risk. Buyer acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without

limitation, (i) the Company remains an early stage business with limited operating history and requires substantial funds in addition

to the proceeds from the sale of the Shares; (ii) an investment in the Company is speculative, and only purchasers who can afford the

loss of their entire investment should consider investing in the Company and the Shares; (iii) Buyer may not be able to liquidate its

investment; (iv) transferability of the Shares is limited; (v) in the event of a disposition of the Shares, Buyer could sustain the loss

of its entire investment; and (vi) the Company has not paid any dividends on its Common Shares since inception and does not anticipate

the payment of dividends in the foreseeable future.

3. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to Buyer that, as of the Effective Date and as of the Effective Time (except as to any representations

and warranties that specifically relate to an earlier date):

(a) The

Company is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, and has the requisite

corporate power and capacity to own, lease and operate its properties and to carry on its business as now being conducted. Each of the

Company’s subsidiaries is duly incorporated or organized, as the case may be, and validly existing and in good standing (to the

extent such concept exists in such subsidiary’s home jurisdiction) under the laws of the jurisdiction of its incorporation or organization,

as the case may be, and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties

(b) The

Shares have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will be validly issued, fully paid

and non-assessable.

Agreement has been duly authorized, validly executed and delivered by the Company and shall constitute the legal, valid and binding obligations

of the Company enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,

or (ii) principles of equity, whether considered at law or equity. The Company has all requisite power and authority to enter into this

Agreement and to carry out and perform its obligations under the terms of this Agreement, including the issuance and sale of the Shares.

All action on the part of the Company, its officers, directors and shareholders necessary for the authorization of the Shares, the authorization,

execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the issuance

and sale of the Shares, has been taken.

(d) A

copy of each form, report, statement, schedule, proxy and other document filed by the Company with the U.S. Securities and Exchange Commission

(the “SEC”) on or prior to the Effective Date (collectively, the “SEC Reports”) is available to

Buyer (including via the SEC’s EDGAR system). As of their respective filing dates, all SEC Reports complied in all material respects

with the requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of

the SEC promulgated thereunder. None of the SEC Reports filed under the Exchange Act (except to the extent that information contained

in any SEC Report has been superseded by a later timely filed SEC Report) contained, when filed or, if amended, as of the date of such

amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading. The financial statements of the Company included in the SEC Reports, as applicable, comply in all material respects with

applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing,

or, if amended, as of the date of such amendment, and fairly present in all material respects the financial position of the Company as

of and for the dates thereof and the results of operations and cash flows for the periods presented, subject to (i) in the case of unaudited

statements, to normal, year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United

States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)

(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes

required by GAAP), and (ii) changes to historical accounting policies of the Company in connection with any order, directive, guideline,

comment or recommendation from the SEC that is applicable to the Company. There are no outstanding or unresolved comments in comment

letters from the staff of the SEC with respect to any of the SEC Reports. For the avoidance of doubt, any restatement of the financial

statements of the Company and any amendments to previously filed SEC Reports or delays in filing SEC Reports, in connection with any

guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 3(d). Additionally,

for avoidance of doubt, any amendment or modification of any SEC Report (or any agreement filed as an exhibit to any SEC Report) from

its initial filing date in a subsequent filing shall not be deemed to constitute a breach of this Section 3(d).

(e) The

execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated

hereby and thereby will not (i) result in a violation of the organizational documents of the Company, or (ii) conflict with, or constitute

a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in

a violation of any Law (including U.S. federal and state securities laws) applicable to the Company, except in the case of clauses (ii)

and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be

expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(f) Assuming

the accuracy of Buyer’s representations and warranties set forth in Section 2, no registration under the Securities Act

is required for the sale and issuance of the Shares. The Shares (i) were not offered to Buyer by any form of general solicitation or

general advertising and (ii) are not being offered to Buyer in a manner involving a public offering under, or in a distribution in violation

of, the Securities Act, or any state or other applicable securities laws.

4. MISCELLANEOUS.

(a) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when

delivered (a) in person, (b) by electronic means (including e-mail) so long as the sender has not received machine-generated notice of

unsuccessful transmission other than as a result of actions taken by or on behalf of the recipient, (c) one (1) Business Day after being

sent, if sent by reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent

by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses

(or at such other address for a Party as shall be specified by like notice):

to Buyer:___________________________________________________________

to the Company: 2500 City West Blvd, Suite 150-13, Houston, TX 77042

(b) Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties

and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without

the prior written consent of the Parties, and any assignment without such consent shall be null and void; provided, that the no

such assignment shall relieve the assigning Party of its obligations hereunder.

Parties. Unless otherwise specified, nothing contained in this Agreement or in any instrument or document executed by any party in

connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of,

any Person that is not a Party or thereto or a successor or permitted assign of such a Party.

(d) Governing

Law; Jurisdiction. The Law of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement

(including any tort or non-contractual claims), and (b) any questions, disputes or other matters in connection with the construction,

interpretation, validity and enforceability hereof, and the performance of the obligations imposed by this Agreement, in each case without

giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction)

that would cause the application of the Law of any jurisdiction other than the State of Delaware. Each of the Parties submits to the

exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal

District Court for the District of Delaware, in any Proceeding arising out of or relating to this Agreement, agrees that all claims in

respect of the Proceeding shall be heard and determined in any such court and agrees not to bring any Proceeding arising out of or relating

to this Agreement in any other courts

(e)

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG

ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT,

THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES HERETO

FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES

ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(f) Severability.

Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable Law. In case

any provision in this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision

shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,

and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby

nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination

that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal

or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent

and purpose of such invalid, illegal or unenforceable provision.

(g) Amendment

and Waiver. This Agreement may, at any time and from time to time be amended by mutual written agreement of the Parties. No waiver

by any Party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall

be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other,

prior or subsequent such occurrence.

(h) Entire

Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto,

which exhibits and schedules are incorporated herein by reference, contain the entire agreement and understanding among the Parties with

respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions,

whether written or oral, relating to such subject matter in any way. This Agreement embodies the justifiable expectations of sophisticated

parties derived from arm’s-length negotiations and no Person has any special relationship with another Person that would justify

any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

(i) Counterparts.

This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and

by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken

together shall constitute one and the same agreement.

[signature

pages follow]

WITNESS WHEREOF, each Party has caused this Agreement to be signed and delivered as of the date first written above.

XCF Global Inc.

By:

Name:

Title:

Buyer:

By:

Name:

Title:

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 11, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 11, 2026

Entity File Number

001-42687

Entity Registrant Name

XCF

GLOBAL, INC.

Entity Central Index Key

0002019793

Entity Tax Identification Number

33-4582264

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3040

Post Oak Blvd.

Entity Address, Address Line Two

Floor

18 Suite 164

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77056

City Area Code

(346)

Local Phone Number

630-4724

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A Common Stock

Trading Symbol

SAFX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration