Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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XCF Global, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
98400U103 (CUSIP Number) |
Samuel E. Whitley 24285 Katy Freeway, Suite 300, Katy, TX, 77494 2812060433 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98400U103 |
| 1 |
Name of reporting person
SOULE RANDY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,901,648.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 98400U103 |
| 1 |
Name of reporting person
Encore DEC, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,779,193.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
XCF Global, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
611 PERU DRIVE, MCCARRAN,
TEXAS
, 89434. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed on behalf of the following persons : Randy Soule, an individual whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506. Mr. Soule?s primary business is providing construction and engineering services through Encore. Mr. Soule has not been convicted in a criminal proceeding. Mr. Soule has not been a party to a proceeding required to be disclosed pursuant to Item 2 ( e ) . Encore DEC, LLC, a Nevada limited liability company whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506 ( Encore ). The primary business of Encore is construction and engineering services. Encore has not been convicted in a criminal proceeding. Encore has not been a party to a proceeding required to be disclosed pursuant to Item 2 ( e ) . |
| (b) | This Schedule 13D is being filed on behalf of the following persons: Randy Soule, an individual whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506. Mr. Soule?s primary business is providing construction and engineering services through Encore. Mr. Soule has not been convicted in a criminal proceeding. Mr. Soule has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Encore DEC, LLC, a Nevada limited liability company whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506 (Encore). The primary business of Encore is construction and engineering services. Encore has not been convicted in a criminal proceeding. Encore has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (c) | This Schedule 13D is being filed on behalf of the following persons: Randy Soule, an individual whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506. Mr. Soule?s primary business is providing construction and engineering services through Encore. Mr. Soule has not been convicted in a criminal proceeding. Mr. Soule has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Encore DEC, LLC, a Nevada limited liability company whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506 (Encore). The primary business of Encore is construction and engineering services. Encore has not been convicted in a criminal proceeding. Encore has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (d) | N/A |
| (e) | N/A |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares acquired by the Reporting Persons were acquired by converting $28,000,000 of invoices payable to Encore into shares of common stock of XCF. | |
| Item 4. | Purpose of Transaction |
Other than as set forth above, the Reporting Persons do not intend to take any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D at this time; however, they reserve the right to do so. The Reporting Persons may purchase and sell common stock of XCF in their sole discretion and at such times as they deem convenient, subject to applicable law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (a) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 36,779,193 shares of XCF common stock. Mr. Soule is the sole member of Encore. As such, he has the power to direct the vote and disposition of Encore?s shares of XCF. |
| (b) | (b) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 36,779,193 shares of XCF common stock. Mr. Soule is the sole member of Encore. As such, he has the power to direct the vote and disposition of Encore?s shares of XCF. |
| (c) | (c) The Reporting Persons have not conducted any in XCF securities in the past 60 days other than the acquisition reported on this Schedule 13D. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person will not trade the shares acquired for a minimum of 6 months. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of XCF. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Company Support Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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