XCF Global, Inc.

false 0002019793 0002019793 2026-08-12 2026-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE1 COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 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 ☒ 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 1.01 Entry into a Material Definitive Agreement Short-Term Note On August 12, 2026, XCF Global, Inc. (the “ Company ”), entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “ Note and Security Agreement ”) with Abri Capital Limited (the “ Abri )” pursuant to which the Company entered into a $666,666 senior secured loan with a 25% original issue discount, resulting in a purchase price of $500,000. The loan amount is equal to $666,666 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable monthly and on the August 20, 2026 (the “ Maturity Date ”). Default interest accrues at 18% per annum. The note is non-amortizing and no payments are due prior to the Maturity Date. Additionally, the Company agreed to issue a non-refundable commitment fee of 500,000 shares (the “ Commitment Fee ”) of its Class A Common Stock, par value $0.0001 (“ Common Stock ”) pursuant to the Note and Security Agreement. To secure the loan, the Company granted Abri a first-priority security interest in all inventories, accounts, environmental attributes, deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest granted only covers assets of XCF Global, Inc. and does not extend to the assets held by any subsidiaries of the Company. In addition, the Company must reserve 5,000,000 shares of authorized but unissued Common Stock as Penalty of Default Shares, (the “ Default Shares ”) to be issued to Abri immediately upon any Event of Default (as defined in the Note and Security Agreement). The secured loan is the sole responsibility of XCF Global, Inc. and is not guaranteed by any of the Company’s subsidiaries The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is 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 is hereby incorporated into this Item 3.02 by reference. The Company issued such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated, August 12, 2026, by and between, the Company and Abri. 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: August 18, 2026 XCF GLOBAL, INC. By: /s/ Christopher Cooper Name: Christopher Cooper Title: Chief Executive Officer