UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42687

XCF Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

33-4582264

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2500 CityWest Blvd, Suite 150-138

Houston, TX 77042

(346) 630-4724

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable (Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2025, there were 159,231,451 outstanding shares of the registrant’s common stock, par value $0.001 per share.

PART I. FINANCIAL INFORMATION

Item 1.

XCF GLOBAL, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3

Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	4

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024	5

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6

Notes to Unaudited Condensed Consolidated Financial Statements	7 - 30

XCF GLOBAL, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of September 30, 2025			As of December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	879,168		$	407,182
Restricted cash		5,316			5,824
Accounts receivable, net		20,299,742			-
Related party receivables		739,917			-
Other receivable		950,000			950,000
Security deposit		1,500,000			1,500,000
Inventory, net		4,412,875			-
Other current assets		192,985			62,419
Total current assets		28,980,003			2,925,425

Property, plant and equipment		379,743,727			351,702,307
TOTAL ASSETS	$	408,723,730		$	354,627,732

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	30,747,831		$	8,474,052
Related party payable		40,287,431			38,932,248
Professional fees payable		8,512,698			-
Loans payable to related party		13,577,922			2,350,000
Notes payable, current portion		115,439,517			110,304,484
Warrant liabilities		4,080,000			-
Accrued expenses and other current liabilities		52,813,246			20,364,663
Total current liabilities		265,458,645			180,425,447

Financial liability, net of closing costs		132,796,406			132,767,058
Notes payable, net of current maturities		5,253,117			-
TOTAL LIABILITIES		403,508,168			313,192,505

Commitments and contingencies (Note 11)		-			-
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0001 par value, 50,000,000 shares authorized; none issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		-			-
Common Stock; $0.0001 par value, 500,000,000 shares authorized; 149,264,925 and 140,227,818 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		14,926			140,228
Additional paid-in capital		5,645,147			70,313,190
Accumulated deficit		(444,511	)		(29,018,191	)
TOTAL STOCKHOLDERS’ EQUITY		5,215,562			41,435,227
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	408,723,730		$	354,627,732

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

XCF GLOBAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Revenue	$	9,553,439	$	-	$	16,129,671	$	-
Cost of sales		6,207,950		-		14,019,252		-
Gross income		3,345,489		-		2,110,419		-
Operating expenses:

Operating expenses		1,685,518		1,402,858		5,409,652		5,126,423
General and administrative expenses		8,871,322		1,995,414		19,142,002		6,054,709
Severance expense		-		-		13,200,000		-
Professional fees		1,411,503		-		13,265,445		-
Total operating expenses		11,968,343		3,398,272		51,017,099		11,181,132

SEC Form 10-Q filed by XCF Global Inc.