UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Failure to Satisfy a Continued Listing Rule or Standard |
On August 21, 2025, XCF Global, Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was no longer compliant with Nasdaq rule 5250(c)(1) due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Q2 Form 10-Q”).
Under Nasdaq rules, XCF has 60 calendar days, or until October 20, 2025, to submit a plan to regain compliance. If XCF’s plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Q2 Form 10-Q, or until February 17, 2026, to regain compliance.
The notice has no immediate impact on the listing of the Company’s Class A Common Stock, which will continue to trade on Nasdaq under the symbol “SAFX”. The Company is in the process of completing the Q2 Form 10-Q and currently expects to file the Q2 Form 10-Q with the Securities and Exchange Commission (“SEC”) no later than September 30, 2025.
The Nasdaq notification does not directly affect the Company’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material debt or other agreements.
As required under the Nasdaq Listing Rule 5810(b), the Company issued a press release on August 26, 2025, announcing that it had received the notice of noncompliance. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press release dated August 26, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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/ Simon Oxley | |
| Name: | Simon Oxley | |
| Title: | Chief Financial Officer | |
Date: August 26, 2025
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