8-K: XCF Global Completes Business Combination, Begins Nasdaq Trading Amidst Going Concern Doubts and Financial Reporting Delays

XCF Global, Inc. has successfully completed its business combination with Focus Impact BH3 Acquisition Company, becoming a publicly traded entity on Nasdaq under the ticker symbol SAFX, but faces significant financial challenges including substantial doubt about its ability to continue as a going concern and delays in financial reporting.

Summary

• XCF Global, Inc. (formerly Focus Impact BH3 NewCo, Inc.) completed its business combination with Focus Impact BH3 Acquisition Company on June 6, 2025, resulting in New XCF becoming a publicly traded company.
• The company's Class A common stock began trading on the Nasdaq Capital Market under the ticker symbol SAFX on June 9, 2025, positioning it as the first pure-play Sustainable Aviation Fuel (SAF) producer in the United States.
• As of the closing, approximately 149.3 million shares of New XCF Common Stock are outstanding, with a fully diluted share count of approximately 157.8 million.
• Post-combination ownership includes Randy Soule (directly and indirectly) holding approximately 50.2%, GL Part SPV I and II holding approximately 17.5%, and CEO Mihir Dange holding approximately 8.3%.
• XCF Global's New Rise Reno facility commenced commercial production of neat SAF in February 2025, with a nameplate capacity of 38 million gallons per year, and completed its first customer deliveries in March 2025.
• Management has disclosed that current cash and cash equivalents are insufficient to fund operations for at least the next 12 months, raising substantial doubt about the company's ability to continue as a going concern.
• The company has experienced delays in preparing and filing audited financial statements for the fiscal year ended December 31, 2024, and unaudited quarterly statements for March 31, 2025, and expects to file an amendment to this report with the required financial information.
• New Rise Renewables Reno, LLC, a subsidiary, entered into a forbearance agreement with its landlord, Twain GL XXVIII, LLC, until September 3, 2025, due to a default on its Ground Lease, in exchange for New XCF issuing 4,000,000 shares of its Class A Common Stock to Twain.
• A legal dispute with Polaris Processing, LLC for $0.95 million in unpaid settlement amounts is ongoing, stemming from compromised wire instructions, with no assurance of reimbursement from legal counsel.

Sentiment

Score: 3

Explanation: While the business combination and Nasdaq listing are positive milestones positioning XCF Global as a leader in SAF, the explicit disclosure of substantial doubt about the company's ability to continue as a going concern due to insufficient cash, coupled with significant delays in financial reporting and ongoing disputes with a landlord and lender, indicates a precarious financial situation. The positive market positioning is heavily overshadowed by these immediate financial and operational challenges.

Positives

• Successful completion of the business combination, leading to Nasdaq listing under SAFX, establishing XCF Global as a publicly traded entity.
• Positioning as the first publicly traded pure-play Sustainable Aviation Fuel (SAF) producer in the United States, tapping into a high-growth market.
• The New Rise Reno facility is operational and revenue-generating, having commenced commercial production of neat SAF in February 2025 and completed first customer deliveries in March 2025.
• The Reno facility boasts a significant nameplate production capacity of 38 million gallons of neat SAF per year.
• XCF Global is actively advancing a pipeline of future production sites in Nevada, North Carolina, and Florida, indicating a clear growth strategy for expanding SAF capacity.
• Adoption of the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan provides mechanisms for incentivizing and retaining employees and directors through equity participation.
• The waiver of all lock-up terms for New XCF Common Stock allows existing holders immediate liquidity and flexibility in managing their investments.

Negatives

• Management explicitly states that current cash and cash equivalents are insufficient to fund operations for at least the next 12 months, raising substantial doubt about the company's ability to continue as a going concern.
• There are significant delays in preparing and filing audited financial statements for the fiscal year ended December 31, 2024, and unaudited quarterly financial statements for the period ended March 31, 2025, indicating potential financial instability or reporting challenges.
• New Rise Renewables Reno, LLC, a subsidiary, is in default of its Ground Lease with Twain GL XXVIII, LLC for failure to make certain payments, necessitating a forbearance agreement.
• A legal dispute with Polaris Processing, LLC involves an outstanding $0.95 million payment from a settlement, which was not received due to compromised wire instructions from legal counsel's hacked system, with no assurance of reimbursement.
• New Rise Renewables Reno, LLC is also involved in ongoing disputes with its primary lender regarding outstanding loans used for facility development, adding to financial and operational uncertainty.
• The subscription agreement with Polar Multi-Strategy Master Fund for 1,200,000 shares is dated November 3, 2025, which is a future date, suggesting a potential typo in the document or an unusual forward-dated transaction.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Unexpected increases in XCF Global's expenses resulting from potential inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expenses.
• The occurrence of any event, change, or circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements.
• The outcome of any legal proceedings that may be instituted against the parties to the Business Combination Agreement or others.
• New XCF Global's ability to meet Nasdaq's continued listing standards.
• New XCF Global's ability to integrate the operations of New Rise Renewables, LLC and implement its business plan on its anticipated timeline.
• New XCF Global's ability to raise financing in the future and the terms of any such financing.
• New Rise Renewables, LLC's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process.
• New XCF Global's ability to resolve current disputes between New Rise Renewables, LLC and its landlord with respect to the ground lease for the New Rise Reno facility.
• New XCF Global's ability to resolve current disputes between New Rise Renewables, LLC and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility.
• Costs related to the Business Combination and the New Rise acquisitions.
• The risk of disruption to the current plans and operations of New XCF Global as a result of the consummation of the Business Combination.
• New XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of New XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees.
• Changes in applicable laws or regulations.
• Risks related to extensive regulation, compliance obligations, and rigorous enforcement by federal, state, and non-U.S. governmental authorities.
• The possibility that New XCF Global may be adversely affected by other economic, business, and/or competitive factors.
• The availability of tax credits and other federal, state or local government support.
• Risks relating to New XCF Global's and New Rise Renewables, LLC's key intellectual property rights.
• The risk that New XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations.
• The effects of increased costs associated with operating as a public company.
• Various factors beyond management's control, including general economic conditions.

Future Outlook

XCF Global aims to accelerate the aviation industry's transition to net-zero emissions by expanding SAF production through a pipeline of new sites in Nevada, North Carolina, and Florida. The company expects to file an amendment to its Current Report on Form 8-K to provide required audited and unaudited financial statements as soon as practicable, which are currently delayed.

Management Comments

• "The completion of this transaction marks a transformational step for XCF Global and the decarbonization of the aviation industry." Mihir Dange, CEO of XCF Global.
• "With commercial production underway, first deliveries completed, and a proven business model in place, we are entering the public markets with momentum and a clear path to growth." Mihir Dange, CEO of XCF Global.
• "XCF Global is positioned as a market leader at the intersection of aviation and decarbonization – standing at the forefront of a high-growth opportunity in synthetic aviation fuel." Mihir Dange, CEO of XCF Global.
• "We offer the public capital markets access to one of the fastest-growing sectors in the global energy transition, and we are proud to be leading the shift toward a lower-carbon future for aviation." Mihir Dange, CEO of XCF Global.
• "We are thrilled to have completed the Business Combination with XCF Global and bring this transformative SAF platform to the public markets." Carl Stanton, CEO of Focus Impact BH3.
• "With strong macro tailwinds, a repeatable site development model, and a world-class management team, XCF Global is uniquely positioned to scale SAF production and drive meaningful impact in the energy transition while creating long-term value for shareholders." Carl Stanton, CEO of Focus Impact BH3.
• "We’re proud to begin our journey as a public company and to raise awareness to the growing need for low-carbon aviation solutions." Mihir Dange, CEO of XCF.
• "The public listing enables us to accelerate development of our SAF platform and expand production to meet the aviation sector’s growing demand for low-carbon fuel solutions." Mihir Dange, CEO of XCF.
• "Our public debut aligns with a new era of growing demand and transformative opportunity – a mission that has never been more urgent." Mihir Dange, CEO of XCF.

Industry Context

The announcement positions XCF Global as the first publicly traded pure-play Sustainable Aviation Fuel (SAF) producer in the United States, entering a high-growth sector critical for the global energy transition and decarbonization of the aviation industry. This aligns with increasing global demand for low-carbon fuel solutions and efforts to achieve net-zero emissions in aviation, indicating the company is operating in a strategically important and expanding market.

Comparison to Industry Standards

• XCF Global is positioned as the first publicly traded pure-play SAF producer in the United States, which is a unique market position compared to diversified energy companies or smaller private SAF developers, offering a focused investment opportunity in the sector.
• The company's nameplate production capacity of 38 million gallons of neat SAF per year at its New Rise Reno facility provides a significant operational scale, which can be benchmarked against other emerging SAF production facilities globally, though specific comparable projects are not detailed in the filing.
• The stated goal of advancing a pipeline of production sites in Nevada, North Carolina, and Florida suggests a strategy for scaling production that aligns with the anticipated growth trajectory of the broader SAF market, which is expected to see substantial expansion to meet future aviation decarbonization targets.

Management Changes

Corporate Governance

Legal Proceedings

• New Rise Renewables Reno, LLC is involved in disputes with a lender (Greater Nevada Credit Union Loan) and with its landlord (Twain Ground Lease) regarding alleged defaults and outstanding loans, though these are not currently formal litigation.
• Polaris Processing, LLC filed an arbitration demand against New Rise Reno in March 2024 for failure to timely pay invoices and for hiring employees subject to a non-solicitation provision.
• A settlement of $1.70 million was reached in April 2024 with Polaris, but approximately $0.95 million of this payment was not received by Polaris due to compromised wire instructions resulting from a hack of New Rise Reno's legal counsel's computer system.
• Polaris filed a subsequent complaint on October 11, 2024, requesting summary judgment on the remaining $0.95 million due.
• New Rise Reno expects to be fully reimbursed by its legal counsel's insurance for the unreceived payment, but there is no assurance such reimbursement will take place, leaving New Rise Reno liable for the outstanding amount.

Related Party Transactions

• Randy Soule, who owns all membership interests in RESC Renewables Holdings, LLC, beneficially owns approximately 50.2% of New XCF Common Stock directly and indirectly, making him a significant related party.
• GL Part SPV I, LLC and GL Part SPV II, LLC, both controlled by Majique Ladnier, collectively own approximately 17.5% of New XCF Common Stock.
• Mihir Dange, New XCF's Chief Executive Officer, owns approximately 8.3% of the outstanding shares and is brother-in-law to Gregory R. Surette, Chief Strategy Officer.
• New XCF assumed an obligation of $928,125 to Sky MD, LLC, an entity controlled by CEO Mihir Dange, for prior contractor services, with an additional RSU grant of equivalent value.
• New XCF assumed an obligation of $540,000 to Remosa, LLC, an entity controlled by CSO Gregory R. Surette, for prior contractor services, with an additional RSU grant of equivalent value.
• New XCF assumed an obligation of $337,500 to Cornell Management Group, LLC, an entity controlled by CMO Gregory P. Savarese, for prior contractor services, with an additional RSU grant of equivalent value.
• New XCF assumed an obligation of $357,707 to WT Real Estate Advisors LLC, an entity controlled by Head of Land Development Jae Ryu, for prior contractor services, with an additional RSU grant of equivalent value.
• The Sponsor (Focus Impact BHAC Sponsor, LLC) has rights to designate up to two directors based on minimum ownership levels and currently holds approximately 2.2% of outstanding shares.
• Carl Stanton, a Partner and Co-Founder of Focus Impact Partners, LLC (the Sponsor's parent), will become a Board observer.
• Wray Thorn, a Partner and Co-Founder of Focus Impact Partners, LLC, is a director and will not receive non-employee director compensation as long as the Strategic Consulting Agreement between XCF and the Sponsor is in effect.
• Core Company Equityholders (including Encore DEC, GL Part SPV I, LLC, Randy Soule, RESC Renewables Holdings, LLC, and Sky MD, LLC) and certain other legacy equity holders have customary registration rights for their shares.
• Voting Agreements obligate Core Company Equityholders to vote in favor of Sponsor designees, Mihir Dange, and Gregory Surette as directors.
• The Twain Forbearance Agreement involves New XCF issuing 4,000,000 shares to Twain GL XXVIII, LLC, the landlord of a subsidiary, to resolve a lease default.

Stakeholder Impact

• Shareholders: The business combination and Nasdaq listing provide liquidity and access to public markets for existing shareholders. However, the 'going concern' doubt and financial reporting delays introduce significant risk to shareholder value. The waiver of lock-up terms allows immediate liquidity for some holders but could also lead to selling pressure. The issuance of 4,000,000 shares to Twain dilutes existing shareholders.
• Employees: New employment agreements for executive officers provide competitive compensation packages, including base salaries, bonuses, and equity awards, which could boost morale and retention. The adoption of the 2025 Equity Incentive Plan and Employee Stock Purchase Plan offers broad-based incentives.
• Customers: The commencement of commercial SAF production and first deliveries indicates progress in serving the aviation industry's decarbonization needs. However, operational disputes and financial uncertainties could impact future production reliability and supply.
• Suppliers: The company's financial health and ability to continue as a going concern directly impact its ability to pay suppliers. The dispute with Polaris Processing, LLC over unpaid settlement amounts highlights potential risks for service providers.
• Creditors: The 'going concern' doubt and disputes with a primary lender and landlord raise concerns about the company's ability to meet its debt obligations. The forbearance agreement with Twain provides a temporary reprieve but underscores existing financial strain.

Next Steps

• File an amendment to the Current Report on Form 8-K to include audited financial statements for FY2024 and unaudited quarterly statements for Q1 2025 as soon as practicable.
• New XCF to use reasonable best efforts to file a registration statement with the SEC to register for resale the 4,000,000 Landlord Shares issued to Twain.
• New XCF to issue restricted shares to executive officers (Mihir Dange, Simon Oxley, Gregory R. Surette, Gregory P. Savarese, Jae Ryu) within 30 days after the closing of the Business Combination, equal to their assumed contractor service obligations.
• Cash payments for assumed contractor service obligations to executive officers are due by September 30, 2025, with a potential extension to December 31, 2025, due to cash constraints.
• The Board intends to expand to nine members, potentially adding Carl Stanton (Board observer) and Gregory R. Surette (CSO) as directors, along with an additional independent director, subject to Nasdaq rules.
• Continue advancing a pipeline of production sites in Nevada, North Carolina, and Florida to expand SAF capacity.

Key Dates

Recommendation

Keywords

Sustainable Aviation Fuel, SAF, Decarbonization, Aviation Industry, Business Combination, Nasdaq Listing, SEC Filing, Form 8-K, New Rise Renewables, Corporate Governance, Risk Management, Financial Reporting, Publicly Traded Company, Merger, Equity Incentive Plan, Employee Stock Purchase Plan, Houston, Nevada, North Carolina, Florida