8-K: XCF Global Faces Nasdaq Delisting, Forms SAF Partnership

XCF Global received a Nasdaq delisting notice for failing to meet the minimum bid price requirement while simultaneously announcing a non-binding MOU to develop a low-carbon fuels platform with Southern Energy and DevvStream.

Summary

• XCF Global, Inc. received a notice from Nasdaq on December 9, 2025, indicating non-compliance with the minimum bid price requirement (below $1.00 per share for 30 consecutive business days from October 27, 2025, to December 8, 2025).
• The company has a 180-calendar-day compliance period, until June 8, 2026, to regain compliance by having its common stock close at or above $1.00 for a minimum of ten consecutive business days.
• On December 10, 2025, XCF Global entered into a non-binding Memorandum of Understanding (MOU) with Southern Energy Renewables Inc. and DevvStream Corp. to explore commercial collaboration.
• The collaboration aims to develop an integrated low-carbon fuels platform, focusing on sustainable aviation fuel (SAF), environmental attributes, and project development initiatives.
• The parties intend to evaluate the development of a HEFA-based SAF facility in Louisiana, comparable in size to XCF's New Rise Reno facility (~40 million gallons), and explore Southern's biomass-to-methanol-to-jet SAF platform.
• The U.S. SAF market is projected to reach nearly $7 billion by 2030, with global demand expected to exceed 5.5 billion gallons, supporting a global market of more than $25 billion by 2030 and potentially over $250 billion by 2050.
• Significant related party relationships exist among XCF, Southern, and DevvStream, primarily through entities controlled by Majique Ladnier (EEME Energy SPV I LLC, GL Part SPV I, LLC, GL Part SPV II, LLC) and Focus Impact Partners affiliates.
• XCF has an outstanding loan payable to GL Part SPV I, LLC of $365 thousand.
• The MOU is non-binding and does not create any immediate obligations or commitments for XCF, serving solely to facilitate continued discussions.

Sentiment

Score: 4

Explanation: The Nasdaq non-compliance is a significant negative, indicating operational or market challenges. While the MOU presents a strategic positive with potential for growth in a high-demand sector, its non-binding nature and the presence of substantial related-party transactions introduce considerable uncertainty and risk, tempering overall sentiment.

Positives

• The non-binding MOU with Southern Energy Renewables Inc. and DevvStream Corp. outlines a preliminary framework for potential commercial collaboration in the growing low-carbon fuels sector.
• The collaboration aims to develop a unified commercial platform combining fuel supply, logistics, and environmental-attribute value, potentially simplifying procurement and improving pricing efficiency for customers.
• The parties intend to explore multiple SAF production pathways, including XCF's HEFA-based platform and Southern's biomass-to-methanol-to-jet technology, which could accelerate SAF adoption and expand domestic capacity.
• The potential development of a New Rise Louisiana SAF facility, comparable to XCF's 38 million gallons per year New Rise Reno facility, could significantly increase production capacity.
• The U.S. SAF market is projected for substantial growth, reaching nearly $7 billion by 2030, with global demand exceeding 5.5 billion gallons, indicating a strong long-term market opportunity.
• Exploration of municipal financing pathways in Louisiana, including a potential $402 million in revenue bonds for Southern's biomass-to-fuel project, could support project development.

Negatives

• XCF Global is not in compliance with Nasdaq's minimum bid price requirement, with its stock closing below $1.00 per share for 30 consecutive business days.
• The company faces a 180-day deadline (until June 8, 2026) to regain compliance, or risk potential delisting from the Nasdaq Capital Market.
• The Memorandum of Understanding (MOU) is non-binding and does not create any obligation or commitment, meaning the proposed collaboration and projects may not materialize.
• There are significant related party considerations, with overlapping investor and sponsor relationships among XCF, Southern, and DevvStream, raising potential governance and conflict of interest questions.
• XCF has an outstanding loan payable of $365 thousand to GL Part SPV I, LLC, a related party.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions could adversely affect operations.
• Unexpected increases in expenses, including manufacturing, operating, and interest expenses, due to inflationary pressures or interest rate changes.
• The occurrence of any event that could lead to the termination of negotiations and agreements regarding XCF's offtake arrangements.
• The outcome of any legal proceedings that may be instituted against the parties to the MOU or others.
• XCF's ability to regain and maintain compliance with Nasdaq's continued listing standards.
• The parties' ability to negotiate a definitive collaboration agreement and implement any collaborative business plan on an anticipated timeline.
• The parties' ability to raise financing to fund their respective operations and business plans, and the terms of any such financing.
• XCF's ability to resolve current disputes between its New Rise subsidiary and its primary lender regarding loans for the New Rise Reno facility.
• The risk of disruption to the current plans and operations of XCF, Southern, and DevvStream as a result of pursuing the potential collaboration.
• The ability of the parties to recognize the anticipated benefits of the potential collaboration, which may be affected by competition, growth management, customer/supplier relationships, and employee retention.
• Changes in applicable laws or regulations, and risks related to extensive regulation, compliance obligations, and rigorous enforcement.
• The availability of tax credits and other federal, state, or local government support.
• Risks relating to XCF Global's and New Rise's key intellectual property rights, including possible infringement by third parties.
• The risk that LOIs and MOUs, including this non-binding MOU, may not advance to definitive agreements or commercial deployment, and no assurance of successful offtake arrangements or development of the New Rise Louisiana facility.
• Various factors beyond management's control, including general economic conditions and other risks outlined in SEC filings.

Future Outlook

XCF Global, in collaboration with Southern Energy Renewables and DevvStream Corp., intends to negotiate a definitive agreement to develop a unified commercial platform for low-carbon fuels, focusing on sustainable aviation fuel (SAF) across multiple production pathways. This includes evaluating a new HEFA-based SAF facility in Louisiana and exploring Southern's biomass-to-methanol-to-jet technology. The parties aim to integrate environmental-attribute monetization and digital MRV solutions to capitalize on the projected multi-billion dollar SAF market growth by 2030 and beyond. However, these plans are subject to confirmatory due diligence, negotiation of definitive agreements, internal approvals, and securing necessary financing.

Management Comments

• Chris Cooper, CEO of XCF Global, stated: "This collaboration has the potential to create the foundation for a first-of-its-kind, fully integrated low-carbon fuels platform – linking production, logistics, and environmental-attribute systems into a seamless value chain."
• Chris Cooper also commented: "If we succeed in combining Southerns developmental stage biomass-to-methanol-to-jet technology, DevvStreams environmental-attribute and digital MRV capabilities, and XCFs HEFA production and commercial infrastructure, we see the potential to build a revolutionary end-to-end system that unlocks new value for customers and potentially accelerate the scaling of SAF in a disciplined, capital-efficient way."
• Chris Cooper added: "Our goal is to modernize how low-carbon fuels are produced, certified, and delivered – not as isolated components, but as an integrated solution aligned with the needs of global aviation and corporate sustainability programs."
• Carl Stanton, Chairman of DevvStream, noted: "Integrating environmental assets directly into the fuel value chain is essential to accelerating SAF deployment. This collaboration has the potential to bring together three distinct strengths – XCFs production expertise, Southerns developing advanced biomass platform, and DevvStreams environmental-asset monetization capabilities – to help improve project economics while giving airlines confidence in the integrity of their SAF purchases."
• Jay Patel, CEO of Southern, stated: "We believe partnering with XCF and DevvStream would strengthen our ability to scale a multi-pathway SAF strategy grounded in real production capacity and real climate benefit. We are eager to work together to further develop our experimental $SAF token on Solana with DevvStream."
• Jay Patel further added: "We believe Louisiana has the workforce, infrastructure, and feedstock resources to become a national leader in low-carbon fuels, and we see this potential collaboration as a major step toward that future."
• Chris Cooper concluded: "We believe Louisiana offers a compelling combination of infrastructure, talent, and policy support. We expect our evaluation of New Rise Louisiana will allow us to determine whether our modular HEFA platform can complement Southerns developing biomass capabilities while fitting squarely within our disciplined, capital-efficient growth model."

Industry Context

The announcement positions XCF Global within the rapidly expanding Sustainable Aviation Fuel (SAF) market, which is projected for significant growth, with the U.S. market reaching nearly $7 billion and global demand exceeding 5.5 billion gallons by 2030. The collaboration with Southern Energy Renewables and DevvStream Corp. aims to address this demand by developing a multi-pathway SAF strategy and an integrated low-carbon fuels platform. This strategy aligns with broader industry trends towards decarbonization in aviation and the increasing importance of environmental attribute monetization.

Comparison to Industry Standards

• The U.S. SAF market is projected to reach nearly $7 billion by 2030, with global demand exceeding 5.5 billion gallons, supporting a global market of over $25 billion. XCF's flagship New Rise Reno facility has a nameplate capacity of 38 million gallons per year, positioning it as an early mover among large-scale SAF producers in North America.
• The potential New Rise Louisiana facility is being evaluated at a comparable size of ~40 million gallons, and Southern's planned biomass-to-fuel facility aims for 28 million gallons of SAF annually, contributing to the growing market demand.
• The collaboration's focus on integrating environmental-attribute monetization, including voluntary and compliance carbon credits, CORSIA units, and RINs, aligns with evolving industry standards for valuing and tracking the climate benefits of low-carbon fuels.
• The exploration of multi-pathway SAF production (HEFA and biomass-to-methanol-to-jet) reflects an industry trend towards diversifying feedstock and technology options to meet diverse supply chain needs and optimize carbon intensity.

Legal Proceedings

• The filing mentions as a risk factor the outcome of any legal proceedings that may be instituted against the parties to the Non-Binding MOU or others, and XCF's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding.

Related Party Transactions

• EEME Energy SPV I LLC, controlled by Majique Ladnier, is the sole shareholder of Southern and a shareholder of DevvStream.
• EEME and GL Part SPV I, LLC and GL Part SPV II, LLC, also controlled by Majique Ladnier, collectively own approximately 19.6% of XCF's outstanding Class A common stock.
• XCF has an outstanding loan payable to GL Part SPV I, LLC of $365 thousand.
• DevvStream completed a business combination with a SPAC sponsored by an affiliate of Focus Impact Partners; Carl Stanton (DevvStream Chairman) and Wray Thorn (DevvStream director) are co-founders of Focus Impact Partners.
• XCF completed a business combination through a SPAC sponsored by an affiliate of Focus Impact Partners; Wray Thorn (XCF Interim Board Chair) and Carl Stanton (XCF board observer) are co-founders of Focus Impact Partners.
• Focus Impact BHAC Sponsor, LLC, affiliated with Focus Impact Partners, owns shares of Class A common stock and other securities of XCF.
• XCF maintains a strategic consulting agreement with Focus Impact Partners for advisory and strategic services.

Stakeholder Impact

• Shareholders face immediate concern regarding the Nasdaq delisting notice, which could negatively impact stock liquidity and valuation if compliance is not regained.
• Shareholders could benefit from the potential long-term growth and strategic positioning in the SAF market if the non-binding MOU leads to definitive agreements and successful project development.
• Customers in the aviation and industrial markets could benefit from a simplified, integrated offering for low-carbon fuels, logistics, and environmental attributes, potentially leading to improved pricing efficiency and long-term retention.
• Creditors, particularly GL Part SPV I, LLC, are impacted by the outstanding loan payable from XCF Global.
• The local workforce and economy in Louisiana could see job creation and economic development if the proposed New Rise Louisiana SAF facility and Southern's biomass-to-fuel project proceed.

Next Steps

• XCF Global must work to regain compliance with Nasdaq's minimum bid price requirement by June 8, 2026, by maintaining a closing bid price of at least $1.00 for ten consecutive business days.
• The parties (XCF, Southern, DevvStream) intend to negotiate a definitive collaboration agreement based on the preliminary framework outlined in the non-binding MOU.
• The parties plan to evaluate the commercial viability and development of a HEFA-based SAF facility in Louisiana (New Rise Louisiana).
• Further assessment of engineering, permitting, feedstock integration, logistics, and financing strategies for New Rise Louisiana is expected.
• The parties will jointly evaluate solutions to help customers capture, verify, and monetize environmental attributes, including LCFS credits, RINs, and benefits under 45Z/45Q.
• Exploration of a long-term offtake framework under which XCF could purchase SAF produced by Southern, subject to mutual agreement on commercial terms.

Key Dates

Recommendation

The company faces a critical Nasdaq delisting threat due to its low bid price, which introduces significant downside risk and uncertainty regarding its public market access. However, the simultaneous announcement of a strategic, albeit non-binding, MOU to develop a low-carbon fuels platform in a high-growth sector (SAF) presents a substantial long-term opportunity. The presence of extensive related-party transactions adds a layer of complexity and potential governance concerns. Given these mixed signals – a severe immediate negative balanced by a promising but uncertain future strategic direction – a 'hold' recommendation is appropriate. Investors should monitor progress on Nasdaq compliance and the conversion of the MOU into definitive agreements, as these will be key determinants of future value.

Keywords

Sustainable Aviation Fuel, SAF, Nasdaq Listing, Minimum Bid Price, Delisting Notice, Memorandum of Understanding, MOU, Low-Carbon Fuels, Environmental Attributes, Carbon Credits, HEFA, Biomass-to-Methanol-to-Jet, New Rise Louisiana, Related Party Transactions, XCF Global, Southern Energy Renewables, DevvStream Corp.