XCF Global Inc-A 2025年季度报告

FORM10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30,2025 OR 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) 2500 CityWest Blvd,Suite 150-138Houston,TX77042(346)630-4724(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Focus Impact BH3 NewCo. Inc.1345 Avenue of the Americas, 33rd FloorNew York, NY 10105(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, par value $0.0001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 October 14, 2025, there were159,231,451outstanding shares of the registrant’s common stock, par value $0.001per share. XCF GLOBAL, INC. TABLE OF CONTENTS Page PART I.FINANCIAL INFORMATION (Unaudited)3Item 1.XCF Global, Inc. Condensed Consolidated Financial Statements as of June 30, 2025 and for the three monthperiods ended June 30, 2025 and 2024 (unaudited)3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – XCF Global, Inc.29Item 3.Quantitative and Qualitative Disclosures about Market Risk44Item 4.Controls and Procedures44PART II.OTHER INFORMATION46Item 1.Legal Proceedings46Item 1A.Risk Factors46Item 2.Unregistered Sales of Equity Securities and Use of Proceeds73Item 3.Defaults Upon Senior Securities74Item 4.Mine Safety Disclosures75Item 5.Other Information75Item 6.Exhibits75SIGNATURES782 PART I. FINANCIAL INFORMATION Item 1. XCF GLOBAL, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 20244Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 20245Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and20246Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 20247Notes to Unaudited Condensed Consolidated Financial Statements8 - 283 XCF GLOBAL, INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS XCF GLOBAL, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)The historical common equity structure was in the form of membership percentages, and no shares were issued. As such,reporting periods prior to the three and six months ended June 30, 2025 will not present share or per share data. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. XCF GLOBAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1.DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Description of Business XCF Global, Inc. (“New XCF, the “Company”, or “we”), a Delaware corporation, formerly known as Focus Impact BH3 NewCo, Inc.,was founded on March 6, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganizationor similar business combination. Subsequent to the Business Combination, the name was changed to XCF Global, Inc. In connection with the completion of the Business Combination described below under “Business Combination,” XCF Global Capital,Inc., a Nevada corporation (referred to herein as “Legacy XCF”), became a wholly-own