XCF Global Inc-A美股招股说明书(2025-12-12版)

XCF Global, Inc. Up to 72,463,768 Shares of Class A Common Stock This prospectus supplement supplements the prospectus dated December 2, 2025, (the “Prospectus”), which forms a part ofour registration statement on Form S-1 (No. 333-291020). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with the information contained in our Form 8-K, filed with the Securities and Exchange Commission(the “SEC”) on December 12, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectussupplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates orsupersedes the information contained in the Prospectus. Our common stock is listed on The Nasdaq Stock Market under the symbol “SAFX.” On December 11, 2025, the lastreported sale price of our common stock was $0.50 per share. You are urged to obtain current market data and should not use themarket price as of December 11, 2025, as a prediction 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 federalsecurities laws, and as such, have elected to comply with certain reduced public company reporting requirements for the registrationstatement of which this prospectus forms a part and future filings. See “Prospectus Summary – Implications of Being an EmergingGrowth Company and Smaller Reporting Company” in the Prospectus. Investing in our securities involves significant risk. You should carefully read and consider the information referred tounder “Risk Factors” beginning on page 11 of the Prospectus and under similar headings in any amendments or supplementsto the Prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities. We may amend or supplement this prospectus from time to time by filing amendments or supplements with the SEC.We urge you to read the entire prospectus, any such amendments or supplements, any free writing prospectuses we may filewith the SEC, and any documents incorporated by reference into this prospectus or any prospectus supplement carefullybefore you make your investment decision. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is December 12, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 12, 2025 (December 9, 2025) XCF GLOBAL, INC.(Exact name of registrant as specified in its charter) 2500 CityWest Blvd, Suite 150-138Houston, TX 77042(Address of principal executive offices, including zip code) (346) 630-4724(Registrant’s telephone number, including area code) N/A(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrantunder any of the following provisions (see General Instructions A.2. below): ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growthcompany☒ 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.☐ Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 9, 2025, XCF Global, Inc. (the “Company”) received a written notification (the “Notice”) from the ListingQualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with theminimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continuedlisting on the Nasdaq Capital Market. The Notice stated that the bid price of the Comp