10-K: XCF Global Faces Going Concern Doubt Amid Production Delays

XCF Global, Inc. reports significant operating losses and liquidity challenges, raising substantial doubt about its ability to continue as a going concern, despite strategic acquisitions and a focus on sustainable aviation fuel production.

Summary

• XCF Global, Inc. (formerly Focus Impact BH3 NewCo, Inc.) completed its Business Combination on June 6, 2025, and is focused on producing Sustainable Aviation Fuel (SAF).
• The company acquired New Rise SAF and New Rise Renewables in January and February 2025, respectively, establishing the New Rise Reno facility as its flagship SAF production site.
• The New Rise Reno facility was converted to SAF production in October 2024 and began its ramp-up process in February 2025, with initial SAF and renewable naphtha deliveries in March 2025.
• Due to production ramp-up issues and until final plant acceptance, the New Rise Reno facility is temporarily producing and selling renewable diesel at approximately 2,000 barrels per day, which is 20% below nameplate capacity.
• Management expects to resume SAF production at nameplate capacity (38 million gallons/year) as early as the second quarter of 2026, but cannot assure when or if full capacity will be achieved.
• The company has experienced repeated maintenance-related downtime and unanticipated operating expenses at the New Rise Reno facility.
• A proposed transaction with Southern Energy Renewables, Inc., DevvStream Corp., and EEME Energy SPV I LLC (EEME) was announced on January 26, 2026, aiming to create an integrated platform for SAF and environmental attribute monetization.
• EEME has committed to invest $10 million, with $6.9 million already received for 69,000,000 shares as of March 30, 2026, and the remaining $3.1 million expected by the week of March 31, 2026.
• XCF Global reported a net income of $74,004,768 for the year ended December 31, 2025, a significant improvement from a net loss of $(24,104,797) in 2024.
• Revenue for 2025 was $20,815,955, primarily from renewable diesel and environmental credits, compared to $0 in 2024.
• The company incurred a gross loss of $(3,770,113) and operating expenses of $64,117,068 in 2025.
• As of December 31, 2025, cash and cash equivalents totaled $154,937, and the company had a working capital deficit of $221,365,831.
• Management has identified substantial doubt about the company's ability to continue as a going concern.
• XCF Global is in default on a $112.58 million loan from Greater Nevada Credit Union (GNCU), with approximately $29 million past due as of December 31, 2025.
• The company is also in default on its Ground Lease with Twain GL XXVIII, LLC for the New Rise Reno facility, with approximately $29 million past due as of December 31, 2025.
• Defaults exist on unsecured loan agreements totaling approximately $1.7 million in principal and $609,000 in interest payable for the Fort Myers and Wilson facilities.
• Material weaknesses in internal control over financial reporting were identified for both Legacy XCF and New Rise.
• The company is non-compliant with Nasdaq's minimum bid price requirement, with its stock trading at $0.36 per share as of March 25, 2026, below the $1.00 threshold.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly concerning report, primarily due to the explicit 'going concern' doubt, significant defaults on major loans and leases, and operational setbacks at its flagship production facility. While strategic acquisitions and a proposed merger offer future potential, the immediate financial instability and operational challenges present substantial risks.

Positives

• Completed the Business Combination on June 6, 2025, becoming a publicly traded company (SAFX) on the Nasdaq Capital Market.
• Successfully acquired New Rise SAF and New Rise Renewables in early 2025, establishing a foundation for SAF production.
• The New Rise Reno facility was converted to SAF production in October 2024, with initial production and deliveries commencing in early 2025.
• Secured a long-term supply and offtake agreement with Phillips 66 for the New Rise Reno facility, with a potential duration of 15 years.
• An amendment to the Phillips 66 agreement improved working capital efficiency by modifying feedstock title transfer provisions.
• Announced a proposed transaction with Southern Energy Renewables, Inc., DevvStream Corp., and EEME Energy SPV I LLC to create an integrated platform, with EEME committing a $10 million investment.
• Shareholders approved the potential issuance of 19.99% or more of common stock to a single investor, removing a previous share cap.
• Reported a net income of $74,004,768 for the year ended December 31, 2025, a significant turnaround from a net loss in the prior year.
• Generated $20,815,955 in revenue in 2025, primarily from renewable diesel and environmental credits, compared to no revenue in 2024.
• Established an Audit Committee and implemented a related party transaction policy, addressing previous corporate governance weaknesses.
• Initiated an international expansion strategy with a binding term sheet with New Rise Australia Pty. Ltd., leveraging proprietary facility design.

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.
• The New Rise Reno production facility, the company's sole revenue source from renewable fuels, has experienced repeated maintenance-related downtime and unanticipated operating expenses.
• SAF production at New Rise Reno is currently halted, with the facility temporarily producing renewable diesel at approximately 20% below nameplate capacity.
• Any delay beyond Q2 2026 in resuming SAF production at nameplate capacity will adversely affect revenues and profitability.
• The company is in default on its $112,580,000 GNCU Loan, with approximately $29,000,000 (principal, interest, penalties) required to bring it current as of December 31, 2025.
• The company is in default on its Ground Lease for the New Rise Reno facility, with approximately $29,000,000 (lease payments, late fees, penalties) due as of December 31, 2025.
• Defaults exist on unsecured loan agreements for the Fort Myers and Wilson facilities, with an aggregate principal balance of approximately $1,700,000 and $609,000 in interest payable.
• A working capital deficit of $221,365,831 was reported as of December 31, 2025, with cash and cash equivalents at a critically low $154,937.
• Identified material weaknesses in internal control over financial reporting for Legacy XCF and New Rise, including issues with journal entry review, risk assessment, financial reporting processes, IT general controls, and segregation of duties.
• The company is non-compliant with Nasdaq's minimum bid price requirement, with its common stock closing at $0.36 per share on March 25, 2026, below the $1.00 threshold.
• Reliance on a single counterparty (Phillips 66) for 100% of feedstock requirements and offtake for the New Rise Reno facility presents concentration risk.
• Significant concentration of ownership (approximately 71% by executive officers, directors, and principal stockholders) could limit the influence of other shareholders.
• Key related parties (Majique Ladnier and Suneet Singal) are involved in ongoing litigation, which could indirectly impact the company's ability to secure additional funding.
• A $950,000 payment to Polaris Processing, LLC was misdirected due to a cybersecurity incident at legal counsel's system, for which the company remains liable.
• Operating expenses, general and administrative expenses, severance expense, and professional fees significantly increased in 2025.
• Recorded a loss on issuance of debt to a related party of $40,531,000 and ELOC commitment fees of $7,400,000 in 2025.
• Recognized an unrealized loss on a derivative asset of $16,156,071 in 2025.

Risks

• Limited operating history and substantial doubt about the ability to continue as a going concern due to insufficient funding and recurring losses.
• Negative cash flow from operations and reliance on external capital sources, including convertible notes and equity-line financing.
• Substantial indebtedness could adversely affect financial flexibility and competitive position.
• Future issuances of equity, including under the ELOC Agreement, could significantly dilute existing shareholders and depress the market price of common shares.
• Any delay beyond Q2 2026 in resuming SAF production at New Rise Reno or inability to reach full capacity will adversely affect revenues and profitability.
• Reliance on licensed technology (Axens) for SAF production; loss of rights would severely impact the ability to produce SAF.
• Current reliance on Phillips 66 for 100% of feedstock supply for New Rise Reno, posing risk if the supplier fails to deliver or pricing terms are unfavorable.
• Failure to meet Nasdaq's continued listing standards could lead to delisting and negatively impact the stock price.
• The proposed transaction with Southern, DEVS, and EEME is subject to definitive agreements and closing conditions, with no assurance of completion, potentially leading to disputes or litigation.
• Management team has limited experience in constructing new SAF facilities and operating a renewable fuels business, relying on third-party service providers.
• Non-binding letters of intent (LOIs) and memoranda of understanding (MOUs) may not result in definitive agreements or commercial projects.
• Volatility in feedstock costs and SAF selling prices can significantly impact margins, with little correlation between feedstock cost and SAF market price.
• Declines in SAF demand due to changes in airline adoption, compatibility issues, or perceived ineffectiveness could reduce revenues.
• Significant capital outlays and operating expenditures are required for facilities; delays or cost overruns in construction/upgrades could harm the business.
• Inaccurate forecasting of SAF demand could lead to unexpected shortfalls or surpluses, affecting revenues and reputation.
• Changes in government economic incentives (tax credits, RINs, LCFS) could reduce demand for, and revenues from, SAF.
• Negative public attitudes or regulatory changes towards renewable energy could adversely affect the business.
• Construction of new facilities and conversions expose the company to risks like cost overruns, delays, and failure to meet performance expectations.
• Reliance on the knowledge and involvement of several largest shareholders (Randy Soule, EEME/GL); any lack of cooperation or failure to perform could adversely affect operations and strategic flexibility.
• Producing other renewable fuels (e.g., renewable diesel) instead of SAF could affect anticipated financial results and introduce additional risks.
• Intense competition in the rapidly advancing renewable fuels industry from traditional refiners and technology-driven companies.
• Financial results could vary significantly from quarter to quarter and are difficult to predict.
• Economic conditions and trends in the airline industry will impact the business and operating results.
• Unanticipated problems at, or downtime impacting facilities could have a material adverse effect on results of operations.
• Improvements in or new discoveries of alternative energy products or production technologies could have a material adverse effect on financial condition and results of operations.
• Operational and safety risks, including equipment defects, chemical releases, fires, and personal injury.
• Subject to citizen opposition and negative publicity due to public concerns over operations and planned future operations.
• Insurance policies do not cover all losses, costs, or liabilities, and adequate coverage may not be maintainable.
• The litigation environment poses a significant risk, including potential for substantial costs and diversion of management resources.
• Information technology systems and those of service providers could suffer interruptions, failures, or breaches.
• Competitors that produce part or all of their own supply of feedstocks may have a competitive advantage.
• Potential inability to successfully integrate new and acquired facilities may adversely affect financial results.
• Acquisitions may expose the company to unknown liabilities.
• Outstanding indebtedness and the price of stock could adversely impact the ability to finance new construction or acquisitions.
• Management team has limited experience managing a public company, leading to increased costs and diversion of attention.
• Reduced public company reporting requirements applicable to emerging growth companies may make common stock less attractive to investors.
• Future resales of Class A common stock by significant stockholders may cause the market price of securities to drop significantly.
• Directors, executive officers, and principal stockholders have substantial control over the company, limiting other stockholders' ability to influence corporate matters.
• Delaware law and the company's charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts.
• Exclusive forum provisions in the charter could limit stockholders' ability to obtain a favorable judicial forum for disputes.
• The charter renounces corporate opportunities presented to non-employee directors or their affiliates, potentially allowing them to pursue opportunities that could benefit the company.

Future Outlook

XCF Global intends to build a nationwide portfolio of SAF and renewable fuels production facilities, aiming for a fully integrated business model from feedstock supply to sales. The company expects to achieve commercial SAF production at nameplate capacity at its New Rise Reno facility as early as Q2 2026. Engineering work for New Rise Reno 2 is anticipated to begin in 2026, with SAF production expected by 2028, contributing to a total anticipated annual neat SAF output of 80 million gallons per year by the end of 2028. The company is evaluating the reconstruction of its Fort Myers and Wilson facilities for SAF production. XCF plans to vertically integrate its feedstock supply chain and is actively seeking financing to refinance existing debt and fund its business plan, including an international expansion strategy through capital-efficient partnerships. Management, however, expects operating losses and negative cash flow to continue for the foreseeable future and acknowledges the need for substantial additional funding.

Management Comments

• Management has made the determination to temporarily produce and sell renewable diesel, a byproduct of SAF production, 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 meet SAF production at nameplate capacity as early as the second quarter of 2026, although we cannot assure you when SAF production will resume, and when it does resume, when or whether the New Rise Reno production facility will be able to produce SAF at full capacity.
• Although management has taken steps to address these issues, there can be no assurance as to when or whether the Reno facility will consistently operate at or near 100% production capacity for renewable diesel.
• XCF is in active discussions with GNCU to resolve the matters addressed in GNCUs notice to New Rise Reno, 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 making minimal monthly payments to GNCU as a gesture to provide XCF temporary relief until the New Rise Reno facility is upgraded in the second quarter of 2026.
• Management has identified substantial doubt about our ability to continue as a going concern.
• We are actively managing current cash flows until such time that we are profitable.
• We believe that our current insurance coverage and coverage we expect to be in place by the time of the completion of the New Rise acquisition is presently adequate and similar to the coverage maintained by other similarly situated companies in the industry.
• We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

Industry Context

StockSavvy.ai notes that XCF Global operates in a nascent but growing renewable fuels market, particularly for Sustainable Aviation Fuel (SAF). The industry is driven by strong regulatory support, such as the U.S. Inflation Reduction Act tax credits and the EU's ReFuelEU Aviation mandates, alongside increasing demand from airlines for decarbonization to meet net-zero goals. XCF's stated intention to be a majority SAF producer distinguishes it from many legacy crude oil refiners. However, the industry faces challenges including higher production costs for SAF compared to conventional jet fuel, volatility in feedstock prices, and the need for significant capital investment in new facilities. The competitive landscape is evolving, with both established players like Neste and emerging technology-driven companies like Gevo and LanzaJet. XCF's early-mover advantage in SAF production in the U.S. is a key differentiator, but its ability to scale and secure feedstock supply will be critical in a market where demand is projected to outstrip announced capacity by 2030.

Comparison to Industry Standards

• XCF Global's anticipated annual neat SAF production output of 80 million gallons per year by the end of 2028, assuming timely completion of New Rise Reno 2, positions it as a significant, though not leading, producer compared to some industry peers.
• Compared to Gevo, Inc. (GEVO), which expects 60 million gallons per year of liquid hydrocarbons (jet fuel and renewable gasoline) from its ATJ60 facility, XCF's projected 80 million gallons by 2028 would be higher.
• Against LanzaJet, Inc. (LanzaJet), whose Freedom Pines ATJ facility has a nameplate capacity of 10 million gallons per year expected online in 2025, XCF's projected 80 million gallons by 2028 would be substantially larger.
• In contrast to Montana Renewables, LLC (a Calumet, Inc. subsidiary), which has an annual SAF capacity of around 30 million gallons per year and is expanding to an expected 300 million gallons per year, XCF's 80 million gallons would be significantly less than Montana Renewables' expanded capacity.
• Compared to Neste Ovi (NESTE), a claimed world leader in renewable diesel and SAF with global SAF production expected to reach 1.5 million tons (approximately 495 million gallons) in 2025, XCF's projected 80 million gallons by 2028 would be a fraction of Neste's global output.
• XCF's reliance on the HEFA pathway is a proven technology, commercially available today, which contrasts with some competitors developing newer, less commercially scaled pathways.
• The company's goal of vertical integration for feedstock supply is a common strategy in the industry to mitigate price volatility and supply chain risks.

Management Changes

Corporate Governance

Legal Proceedings

• Greater Nevada Credit Union (GNCU) Loan Default: GNCU provided notice of default on March 28, 2025, for failure to make minimum monthly payments. On August 6, 2025, GNCU accelerated the full unpaid balance of $130,671,882.10. While GNCU withdrew the acceleration notice on August 27, 2025, other defaults remain, with approximately $29,000,000 (principal, interest, penalties) required to bring the loan current as of December 31, 2025.
• Twain Ground Lease Default: Twain GL XXVIII, LLC, the landlord for the New Rise Reno facility, provided notices on April 18, 2025, and April 30, 2025, asserting default for failure to make payments. Prior notices were sent on December 7, 2023, and June 21, 2024. Approximately $29,000,000 (lease payments, late fees, penalties) was due as of December 31, 2025. A Forbearance Agreement was in effect until September 3, 2025.
• Polaris Processing, LLC Arbitration/Complaint: Polaris filed an arbitration demand in March 2024 for unpaid invoices and alleged non-solicitation violations. A settlement of $1.70 million was reached in April 2024. Approximately $950,000 of the settlement payments were misdirected due to a cybersecurity incident at the company's legal counsel's system, for which New Rise Reno remains liable. Polaris filed a subsequent complaint in October 2024 seeking summary judgment for the unpaid amount.
• Unsecured Loan Defaults (Fort Myers/Wilson): The company is in default under certain unsecured loan agreements (aggregate principal ~$1,700,000, interest ~$609,000) assumed as part of the Fort Myers and Wilson acquisitions. Lenders have not yet taken formal enforcement actions but could accelerate repayment.
• Litigation Involving GL's Sole Member and Related Party (Majique Ladnier and Suneet Singal): Majique Ladnier (sole member of GL entities and EEME) is a defendant in a pending case (*FTE Networks, Inc. v. Suneet Singal et al.*) in the Southern District of New York, alleging fraud, racketeering conspiracy (RICO), and fraudulent inducement. Suneet Singal (Ms. Ladnier's spouse, consultant to GL entities) was a defendant in an SEC case (*SEC v. Suneet Singal et al.*), consenting to anti-fraud violations and paying significant penalties, and is barred for 10 years from acting as a public company officer/director. Mr. Singal is also a defendant in the *FTE Networks, Inc.* case and was found guilty by a jury of wire fraud and mail fraud counts in a separate case in the Eastern District of California in June 2025, with post-trial motions filed.

Related Party Transactions

• EEME Energy SPV I LLC (EEME), an affiliate of Majique Ladnier, committed to invest $10 million in XCF common stock as part of the Proposed Transaction, having already purchased 69,000,000 shares for $6,900,000 as of March 30, 2026.
• EEME also entered into a Convertible Note Purchase Agreement on July 29, 2025, for up to $7.5 million in convertible promissory notes, receiving 950,000 Class A common stock shares for arrangement and advisory fees. $6 million in notes were converted to equity on October 6, 2025, and an additional $1.2 million note on November 17, 2025.
• GL Part SPV I, LLC and GL Part SPV II, LLC (GL Entities), affiliated with Majique Ladnier, provided various convertible promissory notes and loans to Legacy XCF, which were converted into Legacy XCF common stock and subsequently into XCF Class A common stock.
• As of November 19, 2025, GL converted $2,350,000, $2,500,000 (plus $300,000 interest), and $1,200,000 (plus $240,000 interest) of outstanding loans/notes into 3,086,825, 3,677,919, and 1,891,501 Class A common shares, respectively.
• GL also acquired additional Legacy XCF shares in connection with the New Rise, Fort Myers, and Wilson acquisitions. Collectively, GL entities and EEME hold approximately 37.3% of outstanding Class A Common Stock.
• Randy Soule, the second largest shareholder and 100% owner of Encore DEC, LLC, transferred 2,840,000 Legacy XCF common stock shares to Helena in connection with the Helena Note, for which XCF agreed to issue him replacement shares.
• Encore DEC, LLC, owned by Randy Soule, provided EPC services to the company. $28,000,000 of outstanding accounts payable to Encore was settled through the issuance of 36,779,193 Class A Common Stock shares on November 19, 2025. Encore also guaranteed the Twain Ground Lease.
• Encore entered into a Company Support Agreement on November 24, 2025, agreeing not to transfer 35% of its beneficially owned shares (12,872,718 shares) until June 2, 2026, or waiver by the Company.
• Focus Impact BHAC Sponsor, LLC (Sponsor), which has board nomination rights, entered into a Company Support Agreement on November 24, 2025, agreeing not to transfer 100% of its 3,306,944 shares until June 2, 2026, or waiver.
• Focus Impact Partners, LLC, co-founded by Carl Stanton and Wray Thorn (a current director), entered into a strategic consulting agreement on February 19, 2025, for an annual fee of $1,500,000.
• Helena Global Investment Opportunities I Ltd (Helena) entered into an Equity Line of Credit (ELOC) Agreement for up to $50,000,000 of Class A Common Stock, and was issued 740,000 Legacy XCF common stock shares as a commitment fee. Helena also provided a $2,000,000 promissory note (Helena Note) with $400,000 interest, which was settled.
• Polar Multi-Strategy Master Fund (Polar) was issued 1,200,000 shares of XCF Common Stock at the Business Combination closing and assumed a $1.2 million note payable from Polar. The company defaulted on the Subscription Agreement, leading to the issuance of 720,000 shares to Polar.
• Twain GL XXVIII, LLC (Twain), the landlord for the New Rise Reno facility, received 4,000,000 shares of XCF Common Stock in consideration for a Forbearance Agreement on June 11, 2025.
• Innovativ Media Group, Inc. received 250,000 shares of Legacy XCF common stock in connection with a $500,000 promissory note on January 31, 2025, and was assigned shares from GL's April 2025 Promissory Note.

Stakeholder Impact

• Shareholders face significant dilution risk from future equity issuances (ELOC, capital raises, debt conversions) and potential loss of investment due to the 'going concern' doubt, Nasdaq delisting risk, and substantial control by principal stockholders.
• Employees may experience job insecurity due to the company's financial instability and operational disruptions, potentially impacting the ability to attract and retain talent.
• Customers, including Phillips 66 and potential airlines/FBOs, face potential disruption in the supply of renewable fuels if production issues persist or facilities are seized due to defaults.
• Suppliers and vendors face a risk of delayed or non-payment due to the company's liquidity issues, which could negatively impact relationships.
• Creditors, such as GNCU, Twain, and other unsecured lenders, face significant risk of non-repayment of loans and lease obligations, with potential for foreclosure on assets or legal action due to multiple defaults.
• Regulatory authorities (Nasdaq, SEC, EPA, USDA) may impose sanctions or increased scrutiny due to Nasdaq non-compliance, material weaknesses in internal controls, and defaults on USDA-guaranteed loans.

Next Steps

• Resolve disputes with GNCU and Twain regarding loan and lease defaults, potentially through forbearance or modified payment schedules.
• Seek and secure additional financing to fund operations, refinance existing debt, and execute the business plan.
• Resume SAF production at the New Rise Reno facility and achieve nameplate capacity as early as Q2 2026.
• Address and remediate repeated maintenance-related downtime and unanticipated operating expenses at New Rise Reno.
• Finalize definitive agreements and consummate the proposed transaction with Southern, DEVS, and EEME.
• Begin engineering work for New Rise Reno 2 in 2026, with anticipated SAF production by 2028.
• Evaluate and potentially reconstruct Fort Myers and Wilson sites for SAF or related infrastructure.
• Develop a diverse pool of feedstock suppliers and vertically integrate the feedstock supply chain.
• Address Nasdaq minimum bid price non-compliance by June 8, 2026.
• Remediate identified material weaknesses in internal control over financial reporting.
• Continue to manage current cash flows until profitable operations are achieved.

Key Dates

Recommendation

The filing presents a dire financial situation for XCF Global, Inc., with an explicit 'going concern' warning from management and auditors. The company is in default on substantial debt and lease obligations, its primary production facility is experiencing significant operational issues and is not producing its core product (SAF) at capacity, and it is non-compliant with Nasdaq's listing requirements. While there are efforts to raise capital and strategic plans for growth, the immediate and severe financial and operational challenges, coupled with material weaknesses in internal controls and ongoing litigation involving key related parties, indicate a very high risk profile and significant downside potential for investors. The current market price of $0.36 per share reflects some of this distress, but the fundamental issues suggest further erosion of value is highly probable without a dramatic and successful turnaround, which is far from assured.

Keywords

Sustainable Aviation Fuel, SAF, Renewable Diesel, Biofuels, Renewable Energy, XCF Global, SAFX, Nasdaq, Going Concern, Financial Distress, Capital Raise, Merger, Acquisition, Environmental Credits, RINs, LCFS, Hydrotreating, Feedstock, Corporate Governance, Risk Management, SEC Filing, 10-K