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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 9, 2025
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.) |
2500
CityWest Blvd, Suite 150-138
Houston,
TX 77042
(Address
of principal executive offices, including zip code)
(346)
630-4724
(Registrant’s
telephone number, including area code)
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 obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
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, par value $0.0001 per share |
|
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.
On
October 9, 2025, XCF Global, Inc. (“XCF” or the “Company”) entered into a binding term sheet with New Rise Australia
Pty. Ltd. (“New Rise Australia”) to establish the principal terms for a strategic licensing and development partnership in
Australia. Under the term sheet, XCF will grant New Rise Australia an exclusive license to utilize XCF’s engineering designs, facility
layouts, process configurations, and related know-how for the development, construction, and operation of renewable fuel production facilities
within Australia with a focus on sustainable aviation fuel (“SAF”) and renewable diesel. The license will have an initial
term of 15 years and may be renewed for additional five-year periods based on the achievement of defined performance milestones. Milestones
to include the development of at least three SAF production facilities in Australia within the initial 15-year term, with formal progress
checkpoints. Achievement of performance milestones including the completion of Front-End Engineering Design (FEED) work with full scope
to be included in the Definitive Agreement.
As
part of the overall structure, XCF will hold a 12.5% non-dilutable equity ownership interest in New Rise Australia to align long-term
commercial interests and facilitate continued collaboration. The arrangement also provides for XCF to receive licensing fees equal to
12.5% of net profit achievement, to be defined in the definitive agreement. Governance and oversight provisions will provide XCF with
board representation and defined participation and information rights to ensure alignment with the Company’s standards. XCF will
retain ownership of all intellectual property and any improvements developed under the relationship.
The
term sheet represents a binding commitment by both parties to negotiate and execute a definitive agreement that will formalize these
terms. The parties intend to complete the definitive agreement within 60 days, subject to customary due diligence, approvals, and closing
conditions.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the anticipated negotiation and execution of a definitive agreement, the potential development of
renewable fuel facilities in Australia, and the expected benefits of the proposed relationship. These statements are based on current
expectations and involve risks and uncertainties that could cause actual results to differ materially. Factors that could affect actual
outcomes include the ability of the parties to finalize definitive documentation, obtain required approvals, and satisfy customary closing
conditions. The Company undertakes no obligation to update forward-looking statements, except as required by law.
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.
| |
XCF
GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
Mihir Dange |
| |
Name:
|
Mihir
Dange |
| |
Title: |
Chief
Executive Officer |
Date:
October 15, 2025
