S-1: XCF Global Registers 120M Shares for Resale Amidst Going Concern Doubts

XCF Global, Inc. files an S-1 registration statement for the resale of up to 120.8 million Class A common shares by existing selling stockholders, with no direct proceeds to the company from these sales, while facing significant financial distress and operational delays.

Summary

• XCF Global, Inc. (New XCF) is registering 120,824,191 Class A common shares for resale by selling stockholders, from which the company will not receive any direct proceeds, except for approximately $47.8 million if Private Placement Warrants are exercised for cash.
• The company completed a business combination with Focus Impact BH3 Acquisition Company on June 6, 2025, and is now publicly traded on Nasdaq under the symbol SAFX.
• New XCF is focused on producing Sustainable Aviation Fuel (SAF) and other renewable fuels, with initial operations at its New Rise Reno facility.
• The New Rise Reno facility began initial SAF production in February 2025 but has experienced production issues, leading to temporary production of renewable diesel at approximately 2,000 barrels per day, which is 20% below nameplate capacity.
• SAF production at New Rise Reno is expected to resume as early as Q1 2026.
• Management has identified substantial doubt about the company's ability to continue as a going concern due to recurring losses and limited cash resources.
• As of June 30, 2025, the company had a working capital shortage of $229.3 million and cash and cash equivalents of only $405,575, deemed inadequate for the next twelve months' obligations.
• The company is in default on a $112.6 million loan from Greater Nevada Credit Union (GNCU) and a $23.7 million ground lease with Twain GL XXVIII, LLC for its Reno facility, as of September 30, 2025.
• Net income for the six months ended June 30, 2025, was $102.8 million, primarily driven by non-cash gains from changes in fair value of warrants ($206.2 million) and a derivative asset ($16.1 million), offset by a loss on debt issuance ($40.5 million) and ELOC commitment fees ($7.4 million).
• Operating activities resulted in a net cash outflow of $8.5 million for the six months ended June 30, 2025.
• Total indebtedness as of June 30, 2025, was approximately $254.9 million.
• XCF Global plans to construct additional SAF facilities (New Rise Reno 2, Fort Myers, Wilson) with estimated costs of $300 million for Reno 2 and $350 million per site for Fort Myers and Wilson, but has not yet secured financing for these projects.
• Randy Soule, the largest shareholder, controls approximately 47% of outstanding shares, and his wholly-owned entity, Encore DEC, LLC, provides critical services to XCF.

Sentiment

Score: 2

Explanation: The company faces critical financial distress, including a significant working capital deficit and defaults on major loans and leases, raising substantial doubt about its ability to continue as a going concern. Operational delays in SAF production and the need for substantial future capital without secured financing further compound the negative outlook. While strategic plans for growth and international expansion exist, the immediate financial challenges are overwhelming.

Positives

• Completed a business combination with Focus Impact BH3 Acquisition Company on June 6, 2025, becoming a publicly traded company on Nasdaq (SAFX).
• Positioned as one of the few publicly traded renewable fuels companies primarily focused on Sustainable Aviation Fuel (SAF) in the U.S.
• The New Rise Reno facility has successfully produced neat SAF and renewable naphtha, with first deliveries in March 2025.
• The Reno facility is feedstock agnostic, capable of using a variety of wasteand residue-based feedstocks.
• Maintains an existing supply and offtake agreement with Phillips 66 for 100% of renewable diesel and SAF production from the New Rise Reno facility, with a potential term of 15 years.
• Launched a strategic international expansion strategy, including a binding term sheet for a licensing and development partnership in Australia, which provides a 12.5% non-dilutable equity interest and licensing fees.
• Management is actively evaluating financing alternatives and intends to apply for government-sponsored programs (grants, loans, tax credits) to support project development and operations.
• Reported a net income of $102.8 million for the six months ended June 30, 2025, primarily due to non-cash fair value adjustments of warrants and a derivative asset.

Negatives

• Management has identified substantial doubt about the company's ability to continue as a going concern due to recurring losses and limited cash resources.
• A significant working capital shortage of $229,294,212 as of June 30, 2025, and cash and cash equivalents of only $405,575, which is deemed inadequate for the next twelve months' obligations.
• The company is in default on a $112,580,000 loan from Greater Nevada Credit Union (GNCU), with $25,302,788 in past due principal and interest, plus $2,350,030 in penalties/late charges as of September 30, 2025.
• Defaulted on a ground lease with Twain GL XXVIII, LLC for the New Rise Reno facility, with $23,719,746 owing as of September 30, 2025, including $8,047,791 in late fees and penalties.
• The New Rise Reno SAF production facility has experienced production issues and is temporarily producing renewable diesel at approximately 20% below nameplate capacity, with SAF resumption delayed until Q1 2026.
• Dormant biodiesel plants in Fort Myers, FL, and Wilson, NC, have been non-operational for over three and five years, respectively, and require substantial capital ($350 million per site) for reconstruction into SAF facilities, for which financing is not yet secured.
• Management team has limited experience in constructing SAF facilities and operating a renewable fuels business, relying heavily on a company controlled by the largest stockholder (Encore DEC, LLC).
• High dependence on a single counterparty (Phillips 66) for all feedstock requirements and offtake for the New Rise Reno facility.
• Incurred a loss on issuance of debt of $40.5 million and ELOC commitment fees of $7.4 million for the six months ended June 30, 2025.
• The market price of common stock ($1.05 on October 21, 2025) is significantly below the Private Placement Warrants exercise price ($11.50), making cash exercise unlikely and indicating poor market sentiment.
• Identified material weaknesses in internal control over financial reporting, including lack of controls for journal entries, formal risk assessment, effective financial reporting processes, IT general controls, and errors in deferred tax calculation.
• Legal proceedings against a related party (Majique Ladnier) and her spouse (Suneet Singal) for fraud and racketeering, with Mr. Singal having a prior SEC judgment and a recent jury conviction for wire and mail fraud.

Risks

• Insufficient funding to execute the business plan and meet financial obligations, raising substantial doubt about the ability to continue as a going concern.
• Production issues and delays at the New Rise Reno facility, impacting SAF and renewable diesel output and profitability.
• Risks associated with constructing additional production facilities, including cost overruns, delays, and failure to meet performance expectations.
• Inability to resolve disputes with the landlord (Twain GL XXVIII, LLC) and primary lender (GNCU) for the New Rise Reno facility, potentially leading to operational disruption, foreclosure, or cessation of operations.
• Limited management experience in SAF facility construction and renewable fuels operations, with reliance on a company controlled by the largest stockholder.
• Volatility in the margin between SAF/renewable diesel selling prices and feedstock costs, which are subject to numerous uncontrollable factors.
• Dependence on the continued adoption and use of SAF by airlines, with potential for reduced demand if attitudes or policies change.
• Reliance on licensed technology for SAF production, with risks of license termination or intellectual property challenges.
• Significant capital expenditures and operating costs required for facilities, with risks of project delays or underperformance.
• Potential for substantial dilution to existing stockholders from future equity issuances and resale of shares by selling stockholders.
• Material weaknesses in internal control over financial reporting, which could lead to inaccurate financial reporting.
• Exposure to litigation and regulatory matters, including those involving related parties, which could result in significant costs and reputational damage.
• Concentrated ownership by directors, executive officers, and principal stockholders, potentially limiting the influence of other stockholders.
• The market price of common stock may be volatile and could decline significantly due to various factors, including future sales by selling stockholders.
• The company does not intend to pay cash dividends for the foreseeable future.
• Risk of delisting from Nasdaq if continued listing requirements are not met.
• Anti-takeover provisions in the company's charter and bylaws could delay or discourage takeover attempts.

Future Outlook

XCF Global expects to resume Sustainable Aviation Fuel (SAF) production at its New Rise Reno facility as early as Q1 2026 and plans to expand its SAF production capacity to 80 million gallons per year by the end of 2028 through the construction of New Rise Reno 2 and the reconstruction of dormant biodiesel plants in Fort Myers and Wilson. The company intends to implement a fully integrated business model from feedstock supply to sales and is actively seeking additional financing, including government-sponsored programs, to fund its operations and expansion plans. An international expansion strategy has been launched, with an initial licensing partnership in Australia.

Management Comments

• Management has made the determination to temporarily produce renewable diesel which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity, and without any additional modifications to the facility.
• We currently expect to resume SAF production as early as the first quarter of 2026, although we cannot assure you when SAF production will resume, and when it does resume, when or whether the Reno production facility will be able to produce SAF at full capacity.
• Management has identified substantial doubt about our ability to continue as a going concern.
• We are in active discussions with GNCU to resolve these matters, including the possibility of a potential forbearance or modified loan payment schedule while XCF seeks and secures financing and ramps-up SAF production so as to generate sufficient cash flows from operations to be able to make payments under the GNCU Loan, including any past due loan payments and penalties.
• XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re-financing of the GNCU Loan and the Ground Lease payments.
• The Company is actively engaged in discussions with the affected lenders regarding potential amendments, forbearance arrangements, or restructuring of the outstanding obligations, but there can be no assurance that such discussions will result in a favorable outcome or a waiver of the existing defaults.
• The Company is exploring all available options to preserve liquidity, including equity financing, asset sales, or strategic partnerships.
• Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.

Industry Context

XCF Global operates in the rapidly evolving renewable fuels sector, with a primary focus on Sustainable Aviation Fuel (SAF). This industry is driven by increasing global demand for decarbonization in the transportation sector, particularly aviation, supported by significant regulatory incentives and mandates from governments and international bodies like ICAO and the EU. SAF is positioned as a critical 'drop-in' solution for reducing aviation emissions, compatible with existing infrastructure. The market is characterized by intense competition from both traditional fossil fuel refiners diversifying their portfolios and technology-driven new entrants. Access to reliable and cost-effective wasteand residue-based feedstocks is a key competitive factor. XCF Global aims to differentiate itself as a dedicated SAF producer, contrasting with legacy crude oil refiners, and is pursuing a modular, integrated business model to scale production and manage its supply chain.

Comparison to Industry Standards

• XCF Global is one of the few publicly traded renewable fuels companies primarily focused on SAF in the U.S., distinguishing itself from peers that are predominantly legacy crude oil refiners.
• The company's New Rise Reno facility utilizes the HEFA (hydrotreated esters and fatty acids) pathway, a proven technology currently in use at multiple advanced biofuel refineries worldwide, and is the only commercially available SAF product today.
• XCF's projected annual neat SAF production output of 80 million gallons per year by the end of 2028 positions it competitively against other announced capacities: Gevo, Inc. expects 60 million gallons/year, LanzaJet, Inc. expects 10 million gallons/year by 2025, and Montana Renewables, LLC aims for 300 million gallons/year by 2026 after expansion.
• The company's feedstock agnostic approach, enabled by its pretreatment technology, offers flexibility in sourcing, which is a competitive advantage in a market with increasing competition for low-carbon feedstocks.
• XCF's SAF products are designed to meet ASTM Standard D7566 (neat SAF) and ASTM Standard D1655 (blended SAF), aligning with established aviation fuel quality benchmarks.
• The company's reliance on government economic incentives (e.g., 45Z Credit, RFS, LCFS) is consistent with broader industry trends where such support is crucial for the economic viability of renewable energy projects.

Management Changes

Corporate Governance

Legal Proceedings

• New Rise Reno is in default on a $112,580,000 loan from Greater Nevada Credit Union (GNCU), with $25,302,788 in past due principal and interest, plus $2,350,030 in penalties/late charges as of September 30, 2025. GNCU issued an acceleration notice on August 6, 2025, which was later withdrawn on August 27, 2025, but the underlying defaults remain.
• New Rise Reno is in default on a ground lease with Twain GL XXVIII, LLC, with $23,719,746 owing as of September 30, 2025, including $15,671,955 in lease payments and $8,047,791 in late fees and penalties. A forbearance agreement was in effect until September 3, 2025.
• Polaris Processing, LLC filed an arbitration demand against New Rise Reno in March 2024, which was settled in April 2024 for $1.70 million. Approximately $950,000 of the settlement payments were misdirected due to a cybersecurity incident at New Rise Reno's legal counsel, for which New Rise Reno remains liable, and Polaris filed a subsequent complaint in October 2024 seeking summary judgment.
• Unsecured debt of $2,200,000 assumed as part of the Fort Myers and Wilson acquisitions is in default ($1,700,000 principal, $500,000 interest payable), with maturities ranging from 2021 to 2024. Lenders have not taken formal enforcement actions as of the filing date.
• Majique Ladnier, the sole member of GL Part SPV I, LLC, GL Part SPV II, LLC, and EEME Energy SPV I LLC (related parties), is a defendant in a pending case (FTE Networks, Inc. v. Suneet Singal et al.) alleging fraud, racketeering conspiracy (RICO), and fraudulent inducement.
• Suneet Singal, spouse of Majique Ladnier and a consultant to GL entities and New Rise, was a defendant in an SEC case alleging fraud, resulting in a $3.2 million disgorgement, $676,400 prejudgment interest, and a $3.2 million civil monetary penalty, along with a 10-year bar from acting as an officer or director of a public company. He was also found guilty by a jury in June 2025 for wire fraud and mail fraud in a separate case.

Related Party Transactions

• Randy Soule, the largest shareholder (47% ownership), controls Encore DEC, LLC, which provides Engineering, Procurement and Construction (EPC) services to XCF, including managing the Reno conversion and future construction projects. Encore provided $2,648,400 in services for H1 2025 and had an outstanding payable balance of $40,278,654 as of June 30, 2025.
• GL Part SPV I, LLC and GL Part SPV II, LLC (GL Entities), affiliated with Majique Ladnier, are significant stockholders. GL entities provided various convertible notes and loans to XCF, including a $2,350,000 loan due on demand and a $2,500,000 promissory note on April 17, 2025, which resulted in 3,431,096 shares issued to assigned parties.
• EEME Energy SPV I LLC, also affiliated with Majique Ladnier, entered into a Convertible Note Purchase Agreement for up to $7.5 million, with $6.0 million already converted into 5,216,220 shares of common stock, and received 950,000 shares for arrangement and advisory fees.
• Focus Impact Partners, LLC, co-founded by director Wray Thorn and board observer Carl Stanton, has a strategic consulting agreement with XCF for an annual fee of $1,500,000 and received 257,352 shares from a convertible promissory note.
• Mihir Dange (CEO), Gregory R. Surette (CSO), Gregory P. Savarese (CMO), and Jae Ryu (Head of Land Development) have entities they control (Sky MD, LLC, Remosa, LLC, Cornell Management Group, LLC, WT Real Estate Advisors LLC, respectively) that received shares and had obligations assumed by New XCF for contractor services, with payment deadlines extended to December 31, 2025, and additional restricted shares granted.
• Polar Multi-Strategy Master Fund, a related party, received 1,200,000 shares at the Business Combination closing and 480,000 shares on October 7, 2025, due to a technical default on a Subscription Agreement, with additional shares to be issued monthly until the default is cured.
• Twain GL XXVIII, LLC, the landlord for the New Rise Reno facility, received 4,000,000 shares of New XCF Common Stock as consideration for a forbearance agreement related to ground lease defaults.

Stakeholder Impact

• Shareholders face significant dilution risk from future equity issuances and the resale of 120.8 million shares by selling stockholders. The company's severe financial distress and going concern warning could lead to substantial loss of investment value.
• Employees may experience job insecurity due to the company's financial challenges and potential operational curtailments or cessation.
• Customers, particularly Phillips 66, face potential disruptions in renewable fuel supply if production issues at the Reno facility persist or if the company's financial situation leads to operational halts.
• Creditors, including Greater Nevada Credit Union and Twain GL XXVIII, LLC, are at high risk of non-repayment due to the company's defaults on substantial loans and lease obligations, potentially leading to foreclosure or legal enforcement actions.
• Suppliers may face delayed or non-payment for goods and services if the company's liquidity issues are not resolved.
• Regulatory bodies will likely maintain increased scrutiny due to the company's financial reporting weaknesses, Nasdaq delisting notice, and the need for compliance with environmental and securities regulations.

Next Steps

• Resume Sustainable Aviation Fuel (SAF) production at the New Rise Reno facility as early as Q1 2026.
• Resolve disputes with Greater Nevada Credit Union (GNCU) regarding loan defaults and Twain GL XXVIII, LLC regarding ground lease payments.
• Secure additional financing to fund ongoing operations, existing commitments, and the long-term business plan, including refinancing existing debt and lease obligations.
• Begin construction of New Rise Reno 2 in 2026, with anticipated SAF production around 2028.
• Further build-out and reconstruct dormant biodiesel plants in Fort Myers, FL, and Wilson, NC, into SAF, renewable fuels, and/or associated SAF-related infrastructure.
• Implement a fully integrated business model from feedstock supply and production to marketing and sales of SAF.
• Identify and apply for government-sponsored financing options (grants, loans, tax credits) to support project development and operations.
• Monetize available federal and state tax credits (45Z Credit, RFS, LCFS) to support facility development, construction, and ongoing operation.
• Integrate New Rise operations under direct management control to mitigate reliance on the largest shareholder.
• Remediate identified material weaknesses in internal control over financial reporting.
• Explore all available options to preserve liquidity, including equity financing, asset sales, or strategic partnerships.
• File a registration statement with the SEC to register the Landlord Shares issued to Twain for resale.

Key Dates

Recommendation

The company is in severe financial distress, explicitly stating 'substantial doubt about our ability to continue as a going concern.' It has a massive working capital deficit, critically low cash reserves, and is in default on over $130 million in loans and $23 million in lease payments for its only operational facility. While the recent net income is positive, it is driven by non-cash fair value adjustments, masking significant operational losses and cash burn. The stock price is already significantly below warrant exercise prices, indicating poor market sentiment. The reliance on related parties for critical services and financing, coupled with legal issues involving key affiliates, adds further risk. The need for substantial future capital without clear, secured funding, combined with operational delays in SAF production, makes the investment highly speculative and extremely risky, warranting a strong sell recommendation.

Keywords

Sustainable Aviation Fuel, Renewable Diesel, Biofuels, Renewable Energy, SEC Filing, S-1 Registration, XCF Global, New Rise Renewables, Phillips 66, Energy Transition, Decarbonization, Environmental Credits, SAF Production, Equity Line of Credit, Going Concern, Debt Default, Corporate Governance, Risk Factors, Nasdaq