您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:XCF全球股份有限公司-美国存托凭证招股说明书(2026年2月6日版) - 发现报告

XCF全球股份有限公司-美国存托凭证招股说明书(2026年2月6日版)

2026-02-06 美股招股说明书 Elaine
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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 February 6, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement. Thisprospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, Our common stock is listed on The Nasdaq Stock Market under the symbol “SAFX.” On February 5, 2026, the last reportedsale price of our common stock was $0.1548 per share. You are urged to obtain current market data and should not use the market 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 Emerging 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 supplements 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 carefully 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 February 6, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K Pursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): February 2, 2026 XCF GLOBAL, INC. 77042(Zip Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrantunder any of the following provisions: ☐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) The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 orRule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company☒ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On February 2, 2026, XCF Global, Inc., a Delaware corporation (“XCF” or the “Company”), terminated the employment ofGregory Surette, Chief Strategy Officer. Mr. Surette’s departure from the position of Chief Strategy Officer is not due to anydisagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of Directors of Item 9.01Financial Statements and Exhibits. (d) Exhibits: Exhibit No. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized. Dated: February 6, 2026 XCF GLOBAL, INC. By:/s/ Christopher CooperName:Christopher CooperTitle: Chief Executive Officer