XCF Global Inc-A 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTIONS 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) 33-4582264(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction of incorporation or organization) 2500 City West Blvd, Suite 150-138Houston, Texas(Address of principal executive offices) 77042(Zip Code) (346) 630-4724(Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch 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 submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes☐No☒ The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant, was approximately $95,482,000computed based upon a last sales price of $1.76 as reported by the Nasdaq Capital Market as of June 30, 2025. As of March 25, 2026, there were 275,448,688 shares of the registrant’s Class A Common Stock outstanding. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS AND CERTAIN CONSIDERATIONSiiPART IITEM 1.BUSINESS1ITEM 1A.RISK FACTORS35ITEM 1B.UNRESOLVED STAFF COMMENTS66ITEM 1C.CYBERSECURITY66ITEM 2.PROPERTIES66ITEM 3.LEGAL PROCEEDINGS66ITEM 4.MINE SAFETY DISCLOSURES66PART II67ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASESOF EQUITY SECURITIES67ITEM 6.RESERVED67ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS68ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK92ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA92ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE92ITEM 9A.CONTROLS AND PROCEDURES92ITEM 9B.OTHER INFORMATION93ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS93PART III94ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE94ITEM 11.EXECUTIVE COMPENSATION94ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDERMATTERS94ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE94ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES94PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES95ITEM 16.FORM 10-K SUMMARY95SIGNATURES96REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMF-1CONSOLIDATED BALANCE SHEETSF-2CONSOLIDATED STATEMENTS OF OPERATIONSF-3CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYF-4CONSOLIDATED STATEMENTS OF CASH FLOWSF-5NOTES TO FINANCIAL STAT