Business Context and Reporting Period
This Form 8-K is filed by XCF Global, Inc. (Nasdaq: SAFX), a Delaware corporation, with a report date of December 12, 2025. The filing addresses two primary events: a notification from Nasdaq regarding non-compliance with listing standards and the execution of a non-binding Memorandum of Understanding (MOU) regarding potential commercial collaboration.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The only specific financial figure disclosed is a related-party debt obligation:
- Related-Party Debt: XCF has an outstanding loan payable to GL Part SPV I, LLC of $365,000.
- Stock Price: The Company's common stock closed below $1.00 per share for 30 consecutive business days (October 27, 2025, to December 8, 2025).
Material Changes and Events
Nasdaq Delisting Notice (Item 3.01)
On December 9, 2025, XCF received notice from Nasdaq that it failed to meet the Minimum Bid Price Requirement (Rule 5550(a)(2)). The stock price remained below $1.00 for 30 consecutive trading days.
- Compliance Period: The Company has 180 calendar days, until June 8, 2026, to regain compliance.
- Requirement: The closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days during this period.
- Current Status: Trading continues on the Nasdaq Capital Market under the symbol "SAFX" with no immediate effect on listing status.
Strategic Collaboration (Item 8.01)
On December 10, 2025, XCF entered into a non-binding MOU with Southern Energy Renewables Inc. and DevvStream Corp. The framework explores opportunities in sustainable aviation fuel, environmental attributes, and project development. No definitive agreements have been executed, and the MOU creates no obligations.
Related Party Considerations
Significant overlapping relationships exist between XCF, Southern, and DevvStream:
- Ownership: Entities controlled by Majique Ladnier (EEME Energy SPV I LLC, GL Part SPV I, LLC, and GL Part SPV II, LLC) collectively own approximately 19.6% of XCF's outstanding Class A common stock.
- Management Overlap: Carl Stanton and Wray Thorn, co-founders of Focus Impact Partners, hold leadership roles at both DevvStream and XCF (Board Observer/Interim Board Chair).
- Debt: As noted above, XCF owes $365,000 to a related party entity (GL Part SPV I, LLC).
Guidance, Outlook, and Risks
The filing contains no forward-looking financial guidance or management commentary regarding future revenue or earnings. The primary risk identified is the potential delisting from Nasdaq if the stock price does not recover to at least $1.00 for 10 consecutive days by June 8, 2026. The MOU is explicitly stated as non-binding, meaning the proposed collaboration is not guaranteed.
Investor Verification Checklist
- Verify the current trading price of SAFX to assess the likelihood of meeting the $1.00 bid price requirement within the 180-day compliance window.
- Monitor for any definitive agreements resulting from the non-binding MOU with Southern Energy Renewables and DevvStream.
- Review the terms of the $365,000 loan payable to GL Part SPV I, LLC for repayment schedules and interest rates.
- Confirm the extent of related-party transactions and potential conflicts of interest given the 19.6% ownership by entities controlled by Majique Ladnier.