UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On October 1, 2025, New Rise Renewables Reno, LLC (“New Rise”), a wholly owned subsidiary of XCF Global, Inc. (the “Company”), entered into Amendment No. 9 (the “Amendment”) to the Supply and Offtake Agreement, dated May 23, 2017 (as previously amended, the “Agreement”), with Phillips 66 Company (“Phillips 66”).
The Amendment modifies certain operational provisions of the Agreement, including clarifying that Phillips 66 retains title to feedstock while such feedstock is stored at the New Rise facility and that title transfers to New Rise only when the feedstock exits storage tanks and enters process units for conversion. The Amendment also specifies New Rise’s obligations to maintain flow-metering equipment, provide daily inventory reports to Phillips 66, and conduct monthly reconciliations of volumes, and grants Phillips 66 a continuing right, exercisable upon written notice, to require reloading of feedstock from storage tanks into railcars. New Rise must, at its expense, maintain equipment and procedures to perform the reverse-flow operation described in the Amendment and permit Phillips 66 reasonable access to inspect related equipment and operations.
Except as expressly amended by the Amendment, all other terms and conditions of the Agreement remain unchanged and in full force and effect.
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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: October 7, 2025
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