XCF Global, Inc.

 

Up to 195,390,019 Shares of Class A Common Stock

 

This prospectus relates to the resale of 195,390,019 shares of Class A common stock, $0.0001 par value per share ("Common Stock") of XCF Global, Inc. ("we," "us," "our," the "Company," or "XCF") offered by the selling stockholders identified in this prospectus (the "Selling Stockholders"), or their respective pledgees, donees, transferees, assignees and other successors-in- interest. The shares of Common Stock offered under this prospectus include 195,390,019 shares of our Common Stock received by the Selling Stockholders in connection with certain private placements and in connection with certain agreements. We are registering the shares of common stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time.

 

The 195,390,019 shares of Common Stock offered for resale under this prospectus consists of:

 

 i.666,667 shares of Common Stock issued to Intracoastal Capital LLC pursuant to a Securities Purchase Agreement, by and between the Company and Intracoastal Capital LLC, dated as of June 11, 2026;
 ii.5,300,146 shares of Common Stock consisting of (i) 1,133,479 shares of Common Stock issued pursuant to a Promissory Note, by and between the Company and Narrow Road Capital Ltd, dated as of May 1, 2025, (ii) 666,667 shares of Common Stock issued pursuant to a Securities Purchase Agreement, by and between the Company and Narrow Road Capital Ltd., dated as of June 11, 2026, and (iii) 3,500,000 shares of Common Stock issued pursuant to a Debt Conversion Agreement, effective September 4, 2026;
 iii.4,000,000 shares of Common Stock issued to Twain GL XXVIII, LLC pursuant to a Forbearance Agreement, by and between the Company and Twain GL XXVIII, LLC, dated as of April 27, 2026;
 iv.103,333,340 shares of Common Stock consisting of (i) 90,000,000 shares of Common Stock issued pursuant to a Term Sheet, by and between the Company, EEME Energy SPV I, LLC and certain other parties, dated as of January 26, 2026, and (ii) 13,333,340 shares of Common Stock issued to EEME Energy SPV I, LLC pursuant to a Securities Purchase Agreement, by and between the Company and EEME Energy SPV I, LLC, dated as of May 25, 2026;
 v.275,144 shares of Common Stock issued to BTIG, LLC pursuant to a Letter Agreement, by and between the Company and BTIG, LLC, dated as of May 14, 2025, and a Termination Letter Agreement, by and between the Company and BTIG, LLC, dated as of February 18, 2026;
 vi.365,104 shares of Common Stock issued to Sumon Chaudhuri pursuant to a Consulting Agreement, by and between the Company and Sumon Chaudhuri, dated as of November 19, 2025;

 

 

 

 

 

 vii.37,033,385 shares of Common Stock issued to Encore DEC, LLC pursuant to a Payable and Acknowledgment and Settlement Agreement, by and between the Company, New Rise Renewables Reno LLC and Encore DEC, LLC, dated as of June 11, 2026;
 viii.23,833,340 shares of Common Stock consisting of (i) 10,000,000 shares of Common Stock issued to Brown Stone Capital Ltd. pursuant to a Securities Purchase Agreement, by and between the Company and Brown Stone Capital Ltd., dated as of April 15, 2026, (ii) 13,333,340 shares of Common Stock issued to Brown Stone Capital Ltd. pursuant to a Securities Purchase Agreement, by and between the Company and Brown Stone Capital Ltd., dated as of May 22, 2026, and (iii) 500,000 shares of Common Stock issued pursuant to a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, by and between the Company and Brown Stone Capital Ltd., dated as of July 1, 2026;
 ix.1,047,353 shares of Common Stock consisting of: (i) 1,012,353 issued to Roth Capital Partners, LLC pursuant to an Engagement Letter, by and between the Company and Roth Capital Partners, LLC, dated as of December 24, 2025 and (ii) 35,000 shares of Common Stock that are issuable upon the exercise of certain warrants that were issued pursuant to the terms of an Engagement Letter, by and between the Company and Roth Capital Partners, LLC, dated as of December 24, 2025;
 x.151,666 shares of Common Stock issued to H.C. Wainwright & Co., LLC pursuant to an Engagement Letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 4, 2026;
 xi.8,125 shares of Common Stock issuable upon the exercise of certain warrants held by Noam Rubinstein which were issued in connection with an Engagement Letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 4, 2026;
 xii.650 shares of Common Stock issuable upon the exercise of certain warrants held by Charles Worthman which were issued in connection with an Engagement Letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 4, 2026;
 xiii.41,681 shares of Common Stock issuable upon the exercise of certain warrants held by Augustus Trading LLC which were issued in connection with an Engagement Letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 4, 2026;
 xiv.14,544 shares of Common Stock issuable upon the exercise of certain warrants held by Wilson Drive Holdings LLC which were issued in connection with an Engagement Letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 4, 2026;
 xv.554,324 shares of Common Stock issued to Joseph Cunningham pursuant to a Separation Agreement, by and between the Company and Joseph Cunningham, dated as of February 28, 2025;
 xvi.554,324 shares of Common Stock issued to Steve Goodwin pursuant to a Separation Agreement, by and between the Company and Steve Goodwin, dated as of March 1, 2025;
 xvii.848,734 shares of Common Stock issued to He Must Increase LLC pursuant to certain Debt Cancellation Agreements, each dated May 14, 2026, by and between the Company and He Must Increase LLC;
 xviii.509,613 shares of Common Stock issued to Connective Capital I QP LP pursuant to a Securities Purchase Agreement, by and between the Company and Connective Capital I QP LP, dated as of June 11, 2026;
 xix.2,157,054 shares of Common Stock issued to Connective Capital Emerging Energy QP LP pursuant to a Securities Purchase Agreement, by and between the Company and Connective Capital Emerging Energy QP LP, dated as of June 11, 2026;
 xx.500,000 shares of Common Stock issued to Hollywood Horizons, Inc. pursuant to a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated as of July 16, 2026, by and between the Company and Hollywood Horizons, Inc.;
 xxi.6,666,667 shares of Common Stock issued to Lombard Street Partners, LLC in exchange for $1,000,000.05 pursuant to a Purchase Agreement, by and between the Company and Lombard Street Partners, LLC, dated as of July 20, 2026;
 xxii.281,491 shares of Common Stock issued to Gregory Segars Cribb issued pursuant to the terms of a Promissory Note, by and between the Company and Gregory Segars Cribb, dated as of May 9, 2025;
 xxiii.1,080,000 shares of Common Stock issued to Polar Multi-Strategy Master Fund pursuant to the terms of a Subscription Agreement, by and between the Company and Polar Multi-Strategy Master Fund, dated as of November 23, 2025;
 xxiv1,166,667 shares of Common Stock consisting of: (i) 500,000 shares issued to Abri Capital Limited as commitment fee shares pursuant to a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, by and between the Company and Abri Capital Limited, dated as of August 12, 2026, and (ii) 666,667 shares note which may be issued to Abri Capital Limited upon conversion pursuant to a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, by and between the Company and Abri Capital Limited, dated as of August 12, 2026 ; and
 xv.5,000,000 shares of Common Stock that may be issued to Cohen and Company Securities, LLC pursuant to the terms of a Convertible Promissory Note by and between the Company and Cohen and Company Securities, LLC, dated as of July 7, 2025.