XCF Global Inc-A美股招股说明书(2025-12-03版)

XCF Global, Inc. Up to 187,180,141 Shares of Class A Common Stock This prospectus relates to the resale of 187,180,141 Class A common stock, $0.0001 par value per share, which we refer to as the common stock, ofXCF Global, Inc. (“we,” “us,” “our,” the “Company,” or “New XCF”) offered by the selling stockholders identified in this prospectus (the “SellingStockholders”).The shares of common stock offered under this prospectus include (i) 6,400,000 shares issuable upon exercise of Private PlacementWarrants (as defined below) and (ii) 180,780,141 shares of our common stock received by the Selling Stockholders in connection the closing of theBusiness Combination (as defined below) and other transactions. We are registering the shares of common stock on behalf of the SellingStockholders, to be offered and sold by them from time to time. The Private Placement Warrants are held by (i) Focus Impact BHAC Sponsor, LLC (the “Sponsor”) and (ii) Crixus BH3 Sponsor LLC (the “FormerSponsor”). Each outstanding Private Placement Warrant entitles the holder to purchase one share of our common stock at a price of $11.50 per share,subject to adjustment as discussed herein. A holder may exercise its Private Placement Warrants only for a whole number of shares of our commonstock. The Private Placement Warrants will expire on June 6, 2030, or earlier upon redemption or liquidation. See “Transactions Related to theOffering Under this Prospectus” and “Description of Securities – Warrants.” On June 6, 2025, we completed a business combination transaction (the “Business Combination”) pursuant to the Business Combination Agreement,dated as of March 11, 2024, by and among Focus Impact BH3 Acquisition Company, a Delaware corporation (“Focus Impact”), Focus Impact BH3NewCo, Inc., a Delaware corporation and wholly owned subsidiary of Focus Impact (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delawarelimited liability company and wholly owned subsidiary of NewCo, Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly ownedsubsidiary of NewCo, and XCF Global Capital, Inc., a Nevada corporation. At the closing of the Business Combination, certain of the SellingStockholders received shares of our common stock, including shares being registered for resale by them under this prospectus. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of common stock by the Selling Stockholderspursuant to this prospectus. To the extent the Private Placement Warrants are exercised for cash, we will receive the proceeds from the exercise of thePrivate Placement Warrants, but not from the sale of the underlying shares of common stock.Given the substantial number of shares of our commonstock being registered for potential resale by Selling Stockholders pursuant to this prospectus, the sale of the shares by the Selling Stockholders, orthe perception in the market that the Selling Stockholders intend to sell a large number of shares, could increase the volatility of the market price ofour common stock or result in a significant decline in the public trading price of our common stock. Stockholders may have acquired some of theshares of our common stock that may be sold hereunder at prices substantially below market prices existing at the time of its sale of those shares andmay therefore have incentive to sell their shares of common stock pursuant to this prospectus. The Selling Stockholders will be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act with regard to the sharesof our common stock that the Selling Stockholders sell for its own behalf. The Selling Stockholders may offer all or part of the shares for resale fromtime to time or otherwise dispose of the shares in a number of different ways, including through public or private transactions, at either prevailingmarket prices or at privately negotiated prices. See “Plan of Distribution” for more information about how the Selling Stockholders may sell orotherwise dispose of the shares pursuant to this prospectus. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of suchshares. The Company will be responsible for the payment of all the fees and expenses related to the registration of the shares, provided that theSelling Stockholders will be responsible for all brokerage fees and commissions and similar expenses attributable to sales of the shares of commonstock. Our common stock is listed on The Nasdaq Stock Market under the symbol “SAFX.” On November 25, 2025, the last reported sale price of ourcommon stock was $0.69 per share. You are urged to obtain current market data and should not use the market price as of November 25, 2025, as aprediction of the future market price of our common stock. We are an “emerging growth company” and a “smaller reporting company,” as those terms are defined under the federal