S-1/A: XCF Global Faces Liquidity Crisis Amid SAF Production Delays

XCF Global, Inc. reports substantial doubt about its going concern ability, facing significant debt defaults and production issues at its key Reno SAF facility, alongside plans for future expansion and capital raises.

Summary

• XCF Global, Inc. (formerly Focus Impact BH3 NewCo, Inc.) completed a business combination on June 6, 2025, becoming a publicly traded company on NASDAQ under the symbol SAFX.
• The company is focused on producing Sustainable Aviation Fuel (SAF) and other renewable fuels from wasteand residue-based feedstocks.
• XCF acquired New Rise SAF Renewables, LLC and New Rise Renewables, LLC (collectively, New Rise) in January and February 2025, respectively, which include the New Rise Reno production facility.
• The New Rise Reno facility was converted to SAF production in October 2024 and began initial production in February 2025, operating at approximately 50% capacity.
• Due to catalyst processing issues and maintenance-related downtime, the Reno facility temporarily shifted to producing renewable diesel at approximately 2,000 barrels per day (20% below nameplate capacity) and expects to resume SAF production as early as Q1 2026.
• XCF Global faces substantial doubt about its ability to continue as a going concern due to recurring losses and insufficient financing to meet current and anticipated financial obligations.
• The company is in default on a $112.58 million loan from Greater Nevada Credit Union (GNCU) and a ground lease with Twain GL XXVIII, LLC, totaling approximately $26.7 million (GNCU) and $28.1 million (Twain) in past due amounts and penalties as of October 31, 2025.
• XCF 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.
• The company has entered into several financing transactions, including an Equity Line of Credit (ELOC) for up to $50 million with Helena Global Investment Opportunities I Ltd, and convertible notes with EEME Energy SPV I LLC, Skyfall Capital Ltd., and YBR Advisors Inc.
• Randy Soule, the majority shareholder, controls approximately 53.6% of outstanding Class A Common Stock after recent conversions of debt to equity.
• Mihir Dange, former CEO, was terminated on November 7, 2025, without cause, and is entitled to significant severance benefits.

Sentiment

Score: 2

Explanation: The company faces severe liquidity issues, significant debt defaults, and operational delays at its primary production facility, raising substantial doubt about its ability to continue as a going concern. While there are ambitious growth plans and some financing efforts, the immediate financial distress and operational setbacks present a highly negative outlook.

Positives

• Completed business combination and is now publicly traded on NASDAQ (SAFX).
• Acquired New Rise SAF Renewables and New Rise Renewables, establishing a foundation for SAF production.
• New Rise Reno facility has successfully converted to SAF production and began initial production in February 2025.
• The company has an exclusive 15-year licensing agreement with New Rise Australia Pty. Ltd. for its proprietary designs in Australia, with 12.5% non-dilutable equity and board representation.
• Existing supply and offtake agreement with Phillips 66 for 100% of feedstock and product purchase at New Rise Reno, with potential for premium sharing on third-party sales.
• Phillips 66 agreement was amended to improve working capital efficiency by modifying feedstock handling and title-transfer provisions, shortening the working capital cycle by approximately 10 days.
• Proprietary hydrogenation technology licensed from Axens North America, a proven technology for SAF production.
• Strategic early-mover advantage in the U.S. SAF market with a replicable modular facility design.
• Anticipated annual production output of neat SAF is expected to be 80 million gallons per year by the end of 2028, assuming timely completion of New Rise Reno 2.
• U.S. federal government incentives (e.g., 45Z Credit, RFS, LCFS) support the development and production of low-carbon transportation fuels and SAF.
• Established a new board of directors with independent members and committees.

Negatives

• Substantial doubt about the company's ability to continue as a going concern due to recurring losses and insufficient financing.
• New Rise Reno production facility experienced production issues and maintenance-related downtime, limiting operations to 50% capacity for SAF and requiring a temporary shift to renewable diesel.
• Defaulted on a $112.58 million loan from Greater Nevada Credit Union (GNCU), with $26.7 million past due as of October 31, 2025, leading to acceleration of the full unpaid balance.
• Defaulted on a ground lease with Twain GL XXVIII, LLC, with $28.1 million past due as of September 30, 2025, including late fees and penalties.
• Dormant biodiesel plants in Fort Myers, FL, and Wilson, NC, require significant build-out and reconstruction (estimated $350 million per site) for SAF production, with no secured financing.
• Management team has limited experience in SAF facility construction and renewable fuels business operations, 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 product offtake for the New Rise Reno facility.
• Uncertainty and illiquidity in capital markets may impair the ability to obtain necessary equity or debt financing.
• Significant outstanding indebtedness of approximately $261.8 million as of September 30, 2025.
• Material weaknesses identified in internal control over financial reporting for Legacy XCF and New Rise, including lack of controls for journal entry review, formal risk assessment, effective financial reporting processes, and appropriate IT general controls.
• The market price of common stock is volatile, trading at $0.69 per share on November 25, 2025, significantly below the Private Placement Warrants exercise price of $11.50.
• The company does not intend to pay cash dividends for the foreseeable future.
• Randy Soule, the largest shareholder, exerts substantial influence over operations and strategic decisions.
• Former CEO Mihir Dange was terminated without cause, incurring significant severance costs.
• Several promissory notes assumed from the Fort Myers and Wilson acquisitions are in default, totaling approximately $1.7 million in principal and $0.5 million in interest.
• The company has a working capital shortage of $236.48 million as of September 30, 2025.
• Net loss of $12.51 million for the three months ended September 30, 2025, and a net income of $90.29 million for the nine months ended September 30, 2025 (largely due to non-cash gains from warrant revaluation).
• Cash and cash equivalents of $879,168 as of September 30, 2025, are deemed inadequate for the next twelve months.

Risks

• Inability to obtain sufficient 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 facilities (New Rise Reno 2, Fort Myers, Wilson), including cost overruns, delays, and failure to meet performance expectations.
• Potential disruption of operations and revenue impairment if disputes with the New Rise Reno landlord (Twain GL XXVIII, LLC) or primary lender (GNCU) are not resolved, potentially leading to foreclosure or cessation of operations.
• Reliance on a management team with limited experience in SAF facility construction and renewable fuels operations, and dependence on service providers, including one controlled by the largest stockholder.
• Volatility in the margin between SAF/renewable diesel selling prices and feedstock costs, which are influenced by supply, demand, competition, and government policies.
• Dependence on a single counterparty (Phillips 66) for all feedstock and offtake for the New Rise Reno facility, posing risks if the counterparty fails to meet obligations or if additional agreements are not secured for future facilities.
• Risks related to the domestic feedstock sourcing strategy, including cost and availability fluctuations, contract concentration, logistical vulnerabilities, and counterparty performance.
• Dependence on licensed technology (Axens) for SAF production; loss of rights could adversely affect production.
• Reliance on continued adoption and use of SAF by airlines; reduced demand could negatively impact revenues.
• Risk of SAF incompatibility or ineffectiveness with existing aircraft, potentially reducing demand.
• Significant capital outlays and operating expenditures required for facilities; failure to complete projects at expected costs or in a timely manner.
• Inaccurate forecasting of SAF demand leading to shortfalls or surpluses.
• Changes in government economic incentives for renewable energy projects, potentially reducing demand and revenues.
• Negative attitudes toward renewable energy projects from various stakeholders affecting business.
• Construction of new facilities and conversions taking significant time and exposing the company to business, regulatory, environmental, political, and legal risks.
• Reliance on the knowledge and involvement of the largest shareholder (Randy Soule); lack of cooperation or failure to perform could adversely affect operations.
• Risks associated with producing renewable fuels other than SAF, potentially not achieving anticipated financial results.
• Competition in an industry with rapidly advancing technologies and increasing competition, potentially leading to loss of market share.
• Significant quarter-to-quarter variability in financial results, making predictions difficult.
• Economic conditions and airline industry business cycles impacting operating results.
• Unanticipated problems or downtime at facilities affecting operations.
• Improvements or new discoveries in alternative energy products or production technologies impacting demand for SAF.
• Operational and safety risks, including personal injury and environmental damage.
• Citizen opposition and negative publicity affecting business and growth plans.
• Insurance policies not covering all losses, costs, or liabilities.
• Significant risk from the litigation environment.
• Information technology system interruptions, failures, or breaches.
• Competitors producing their own feedstocks having a competitive advantage.
• Inability to successfully integrate new and acquired facilities.
• Inability to identify and complete acquisitions on favorable terms or achieve anticipated synergies.
• Outstanding indebtedness and stock price adversely impacting ability to construct/acquire facilities.
• Acquisitions exposing the company to unknown liabilities.
• Need to raise additional capital in the future, with uncertain availability and terms.
• Uncertainty and illiquidity in capital markets impairing financing ability.
• Substantial indebtedness affecting financial flexibility and competitive position.
• Failure to retain key personnel or attract qualified personnel impacting growth.
• Inability to manage growth and expand operations successfully.
• Risks associated with international growth strategy, including regulatory uncertainties, dependence on partner performance, and intellectual property protection challenges.
• Inability to protect intellectual property rights.
• Negative impact from inflation.
• Declines in anticipated profitability leading to asset impairment.
• Operating as a public company incurring increased costs and management time.
• Limited public company management experience.
• Need to improve operational and financial systems.
• Volatility in the market price of common stock.
• Future resales of common stock causing price drops.
• Directors, executive officers, and principal stockholders having substantial control.
• Issuance of additional shares causing dilution.
• Delaware law and corporate documents containing anti-takeover provisions.
• Exclusive forum provisions limiting stockholders' ability to choose a judicial forum.
• Conflicts of interest with non-employee directors.
• Indemnification of officers and directors.
• Risks related to the ELOC Agreement and sale of shares by Helena, including unpredictable sales, substantial dilution, and broad discretion in use of proceeds.
• Sale of substantial common stock by selling stockholders adversely affecting market price.
• Investors buying shares at different times paying different prices.

Future Outlook

The company anticipates resuming SAF production at its New Rise Reno facility as early as the first quarter of 2026, aiming for full nameplate capacity. It plans to construct additional SAF production facilities (New Rise Reno 2, Fort Myers, Wilson) with New Rise Reno 2 expected to come online in 2028, contributing to a total anticipated annual neat SAF production of 80 million gallons per year by the end of 2028. The company intends to vertically integrate its feedstock supply chain to manage availability and cost and will pursue various government-sponsored financing options and tax credits (45Z Credit, RFS, LCFS) to support its growth. International expansion is planned through capital-efficient licensing partnerships, with a binding term sheet already signed for Australia. However, the ability to achieve these goals is highly dependent on securing substantial additional financing and resolving current debt and lease defaults.

Management Comments

• "We are committed to reducing the world's carbon footprint by meeting the growing demand for renewable fuels and will concentrate on the production of clean-burning, sustainable biofuels, principally SAF."
• "We intend to build a nationwide portfolio of SAF and renewable fuels production facilities that use wasteand residue-based feedstocks at competitive production costs."
• "We also intend to implement a fully integrated business model from feedstock supply and production to marketing and sales of SAF and renewable fuels."
• "We intend to scale and operate clean fuel production facilities engineered to the highest levels of compliance, reliability, and quality."
• "Our New Rise Reno team has been reviewing the catalyst processing for SAF to meet nameplate capacity."
• "While ramp-up processes are being undertaken and until final plant acceptance, 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."
• "Management regards the production of renewable diesel as an interim derivative during the ramp-up process of the ongoing SAF conversion process."
• "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."
• "We are in active discussions with GNCU to resolve the matters addressed in GNCU's 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."
• "We are 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 continuing to evaluate the role of each of the Fort Myers, Florida and Wilson, North Carolina facilities within XCF's broader SAF and biofuels value chain."
• "The Company is preparing to commission a suitability analysis for each site to determine the optimal use case for each site, ensuring the highest possible accretion to revenue and net profit."
• "Management has identified substantial doubt about our ability to continue as a going concern."
• "Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable."

Industry Context

The company operates in the nascent but growing renewable fuels market, specifically targeting Sustainable Aviation Fuel (SAF). This sector is driven by strong regulatory support (e.g., U.S. Inflation Reduction Act, RFS, LCFS, EU's ReFuelEU Aviation mandates) and increasing industry-led demand from airlines committed to decarbonization goals (e.g., IATA's net-zero by 2050 target, oneworld Alliance investment fund). XCF Global aims to be a leading SAF producer, distinguishing itself from legacy crude oil refiners. The industry is characterized by rapidly advancing technologies and increasing competition, with many new entrants and expansions of existing facilities. Access to reliable and competitively priced feedstocks is a critical success factor, as is the ability to scale production efficiently. The market for SAF is still developing, with opaque pricing and a lack of established commodity markets, making price discovery and margin management challenging.

Comparison to Industry Standards

• XCF Global aims to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners.
• The company uses the HEFA (hydrotreated esters and fatty acids) pathway for SAF production, which is a proven technology and currently the only commercially available ASTM-approved pathway for SAF.
• XCF's anticipated annual neat SAF production output of 80 million gallons per year by the end of 2028 (with New Rise Reno contributing 38 million gallons/year and New Rise Reno 2 contributing 40 million gallons/year) is compared to competitors:
• Gevo, Inc. (GEVO): Expected annual production output of 60 million gallons per year of liquid hydrocarbons (jet fuel and renewable gasoline) from its ATJ60 facility.
• LanzaJet, Inc. (LNZA): Freedom Pines ATJ facility has a nameplate capacity of 10 million gallons per year, expected online in 2025.
• Montana Renewables, LLC (CLMT subsidiary): Annual SAF production capacity around 30 million gallons per year, with a $1.44 billion DOE loan to fund expansion to an expected 300 million gallons per year, running at ~50% capacity in 2026.
• Neste Ovi (NESTE.HE): Claims to be the world's leading producer of renewable diesel and SAF, with global SAF production expected to reach 1.5 million tons (~330 million gallons) in 2025.
• XCF's production process is designed for flexibility to use various wasteand residue-based feedstocks, which is a competitive advantage in managing feedstock costs and availability.
• The company's modular facility design is intended for rapid and capital-efficient replication, aiming for faster expansion compared to traditional greenfield construction.
• The company's reliance on government economic incentives (RINs, LCFS, 45Z Credit) is standard for the renewable fuels industry, but changes in these policies could impact competitiveness.

Management Changes

Corporate Governance

Legal Proceedings

• Polaris Processing, LLC Arbitration/Complaint: Polaris filed an arbitration demand in March 2024 due to unpaid invoices and alleged non-solicitation violations. A settlement of $1.7 million was reached in April 2024. Approximately $950,000 of the settlement payments were misdirected due to a cybersecurity incident affecting New Rise Reno's legal counsel, for which New Rise Reno remains liable. Polaris filed a subsequent complaint in October 2024 seeking summary judgment for the unpaid amount. New Rise Reno's legal counsel is pursuing insurance claims for recovery.
• FTE Networks, Inc. v. Suneet Singal et al.: Pending case in the U.S. District Court for the Southern District of New York with allegations of fraud, racketeering conspiracy (RICO), and fraudulent inducement against Majique Ladnier (sole member of GL Part SPV I, LLC, GL Part SPV II, LLC, and EEME Energy SPV I LLC) and others. Defendants are awaiting the court's ruling on their motion to dismiss.
• Securities and Exchange Commission v. Suneet Singal et al.: Final judgments entered on July 23, 2021. Suneet Singal (spouse of Majique Ladnier and consultant to GL entities/New Rise) and his entities were enjoined from violating anti-fraud provisions, agreed to pay $3.2 million in disgorgement, $676,400 in prejudgment interest, and Mr. Singal paid a $3.2 million civil monetary penalty and was barred for 10 years from acting as an officer or director of a public company.
• U.S. District Court for the Eastern District of California (Suneet Singal): Jury trial held in June 2025 resulted in a verdict of guilty on wire fraud and mail fraud counts against Mr. Singal. Mr. Singal has filed post-trial motions to set aside the verdict or seek a new trial.

Related Party Transactions

• New Rise Acquisitions: Legacy XCF acquired New Rise Renewables and New Rise SAF Renewables from RESC Renewables Holdings LLC (controlled by Randy Soule) and Randy Soule/GL Part SPV I, LLC. Consideration included shares of Legacy XCF common stock and a $100 million convertible promissory note to RESC (later assigned to Encore DEC, LLC, controlled by Randy Soule, and cancelled).
• Encore DEC, LLC (Randy Soule-controlled): Provides EPC services. Settled $28,000,000 in outstanding accounts payable by issuing 36,779,193 shares of Class A Common Stock on November 19, 2025. Randy Soule, through his direct and indirect ownership, beneficially owns approximately 53.6% of the company's outstanding Class A Common Stock.
• GL Part SPV I, LLC (Majique Ladnier-controlled): Existing shareholder and debt/loan provider. Converted $2,350,000 loan payable into 3,086,825 shares of Class A Common Stock on November 19, 2025. Converted $2,500,000 principal and $300,000 interest into 3,677,919 shares of Class A Common Stock on November 19, 2025. Converted $1,200,000 principal and $240,000 interest into 1,891,501 shares of Class A Common Stock on November 19, 2025. Majique Ladnier, through GL Part SPV I, LLC, GL Part SPV II, LLC, and EEME Energy SPV I, LLC, collectively holds approximately 19.9% of the company's outstanding Class A Common Stock.
• Sky MD, LLC (Mihir Dange-controlled): Former CEO Mihir Dange's entity. Received 20,450,000 common stock shares on September 14, 2023. Converted a $138,333 convertible promissory note into 345,833 shares on January 14, 2025.
• Focus Impact Partners, LLC (Wray Thorn/Carl Stanton-affiliated): Strategic consulting agreement for an annual fee of $1,500,000. Converted a $150,000 convertible promissory note into 375,000 shares on January 14, 2025. Focus Impact BHAC Sponsor, LLC (controlled by Carl Stanton and Wray Thorn) holds 3,306,944 shares and 4,160,000 warrants.
• EEME Energy SPV I LLC (Majique Ladnier-controlled): Convertible Note Purchase Agreement for up to $7.5 million. $6.0 million converted into shares in July/August 2025. $1.2 million converted into shares (assigned to Innovativ Media Group, Inc.) in November 2025. Issued 950,000 shares for arrangement and advisory fees.
• Helena Global Investment Opportunities I Ltd: ELOC Agreement for up to $50 million. Issued 740,000 Legacy XCF common stock (converted to 507,802 New XCF shares) as a commitment fee. Helena Note for $2.0 million principal and $400,000 interest, settled by cash payment and waiver of share return obligation.
• Polar Multi-Strategy Master Fund: Subscription Agreement for up to $1.2 million capital contributions. Issued 480,000 shares and 240,000 shares of Class A Common Stock on October 7, 2025, and November 21, 2025, respectively, due to default on the Subscription Agreement.
• Executive Officer Compensation: Simon Oxley (CFO), Gregory R. Surette (CSO), Gregory P. Savarese (CMO), and Jae Ryu (Head of Land Development) had assumed obligations for contractor services (totaling $1,276,874) extended to December 31, 2025, and received restricted shares as grants.
• Former Executive Officer Severance: Joseph Cunningham and Stephen Goodwin each received $330,000 in cash payments and 300,000 shares of common stock upon retirement.

Stakeholder Impact

• Shareholders: Face significant dilution risk from ongoing and future equity financing, including the ELOC and debt-to-equity conversions. The current stock price ($0.69) is significantly below warrant exercise prices, indicating substantial losses for many investors. The 'going concern' doubt poses an existential threat to equity value. Substantial control by Randy Soule (53.6%) and Majique Ladnier (19.9%) limits influence of other shareholders.
• Employees: Uncertainty regarding the company's financial stability and 'going concern' status could impact job security. Executive officers have employment agreements with severance benefits, and the 2025 Equity Incentive Plan and Employee Stock Purchase Plan offer potential long-term incentives.
• Customers (e.g., Phillips 66): Production issues and downtime at New Rise Reno could disrupt supply of renewable fuels. Defaults on loans and leases could lead to operational cessation, impacting supply agreements. Phillips 66 has a long-term supply and offtake agreement, ensuring a buyer for products and a supplier for feedstocks. Recent amendments to the P66 Agreement improve working capital efficiency for XCF.
• Suppliers/Creditors (e.g., GNCU, Twain, Polaris, other noteholders): The company is in default on significant loans and leases, posing substantial credit risk. Unpaid amounts and penalties are accumulating. Legal proceedings are ongoing. Some creditors have converted debt to equity, aligning their interests with the company's long-term success. Forbearance agreements provide temporary relief.
• Regulatory Bodies (SEC, Nasdaq, USDA): Material weaknesses in internal controls and ongoing defaults raise compliance concerns. Nasdaq delisting notice was received in October 2024. The company is working to remediate internal control weaknesses and is subject to ongoing SEC reporting requirements. USDA guarantees on the GNCU loan indicate some level of government support.

Next Steps

• Resolve disputes with Greater Nevada Credit Union (GNCU) regarding the $112.58 million defaulted loan, potentially through forbearance or modified payment schedules.
• Resolve disputes with Twain GL XXVIII, LLC regarding the defaulted ground lease, including past due payments and penalties.
• Secure additional financing to fund operations, meet existing commitments, and implement the long-term business plan, including refinancing existing loans and lease payments.
• Remediate material weaknesses in internal control over financial reporting, including implementing a general ledger system, developing a formal risk assessment process, and hiring additional finance and accounting personnel.
• Resume SAF production at the New Rise Reno facility, expected as early as Q1 2026, and work towards achieving full nameplate capacity.
• Begin construction of New Rise Reno 2, anticipated in 2026, with SAF production expected around 2028.
• Further evaluate and reconstruct dormant biodiesel plants in Fort Myers, FL, and Wilson, NC, for SAF or associated infrastructure.
• Vertically integrate the feedstock supply chain to manage availability and cost.
• Pursue additional feedstock supply and offtake agreements for future production facilities.
• Continue international expansion through licensing and development partnerships, building on the binding term sheet with New Rise Australia Pty. Ltd.
• Monitor and comply with Nasdaq's continued listing standards.

Key Dates

Recommendation

The company faces an immediate and severe liquidity crisis, evidenced by a substantial working capital deficit of $236.48 million and cash reserves of less than $1 million, which management explicitly states are inadequate for the next twelve months. The "going concern" doubt is a critical red flag. Furthermore, the company is in default on significant debt obligations ($112.58 million GNCU loan) and a crucial ground lease ($28.1 million to Twain), with acceleration notices already issued. Operational issues at its sole revenue-generating facility (New Rise Reno) have led to production delays and a temporary shift to less profitable products. While there are ambitious expansion plans and ongoing capital raise efforts, the current financial distress, coupled with material weaknesses in internal controls and a highly diluted stock structure (with a market price of $0.69 significantly below warrant exercise prices), indicates extreme risk and a high probability of further value erosion for investors. The reliance on debt-to-equity conversions with related parties further complicates the financial structure and raises governance concerns.

Keywords

Sustainable Aviation Fuel (SAF), Renewable Fuels, Biofuels, XCF Global, New Rise Reno, SEC Filing, S-1/A, Business Combination, SPAC, Liquidity Crisis, Debt Default, Ground Lease Default, Phillips 66, Feedstock, Hydrotreating Technology, Axens, Environmental Credits, RINs, LCFS, Inflation Reduction Act, Capital Raise, Equity Line of Credit (ELOC), Corporate Governance, Risk Management, Financial Reporting, NASDAQ: SAFX