S-1/A: XCF Global Files $50M Equity Line Amid Liquidity Crisis

XCF Global, Inc. filed an S-1/A registration statement for the resale of up to $50 million in Class A common stock via an equity line of credit, while grappling with significant liquidity issues and production delays at its Reno SAF facility.

Summary

• XCF Global, Inc. (New XCF) is registering up to 72,463,768 shares of Class A common stock for resale by Helena Global Investment Opportunities I Ltd. under an Equity Line of Credit (ELOC) agreement, allowing the company to issue and sell up to $50.0 million of common stock to Helena.
• Proceeds from the ELOC will be used to repay 50% of outstanding promissory notes ($1,120,000 aggregate principal from Skyfall Capital Ltd. and YBR Advisors Inc.) and for general corporate purposes, including funding additional renewable fuels production facilities and repaying indebtedness.
• The company is primarily focused on Sustainable Aviation Fuel (SAF) production, with its Reno, Nevada facility (New Rise Reno) having recently converted to SAF production in October 2024.
• New Rise Reno began initial SAF and renewable naphtha production in February 2025, with first deliveries in March 2025. However, during ramp-up, the facility operated at approximately 50% capacity for SAF and has temporarily shifted to producing renewable diesel at approximately 2,000 barrels per day (20% below nameplate capacity) due to catalyst processing issues and maintenance-related downtime.
• SAF production is expected to resume as early as Q1 2026, but there is no assurance on timing or achieving full capacity.
• The company faces significant liquidity challenges, with cash and cash equivalents of $879,168 and a working capital shortage of $236,478,642 as of September 30, 2025.
• Management has identified substantial doubt about the company's ability to continue as a going concern.
• The company is in default on a $112,580,000 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 and September 30, 2025, respectively.
• Several related party debts have been converted to equity, including $28,000,000 of accounts payable to Encore DEC, LLC (owned by majority shareholder Randy Soule) and $6,050,000 in loans to GL Part SPV I, LLC.
• XCF Global plans to construct additional SAF facilities: New Rise Reno 2 (estimated $300M, 28 months, online 2028) and reconstruct dormant biodiesel plants in Fort Myers, FL and Wilson, NC (estimated $350M each, 36 months).
• An exclusive 15-year licensing and development partnership was signed with New Rise Australia Pty. Ltd. on October 9, 2025, for renewable fuel facilities in Australia, including a 12.5% non-dilutable equity ownership and 12.5% licensing fees based on net profit for XCF.
• Net income for the nine months ended September 30, 2025, was $90,285,942, compared to a net loss of $(11,181,115) for the same period in 2024. This income is largely due to non-cash gains from changes in fair value of warrants ($206,588,000) and notes payable ($4,844,886).

Sentiment

Score: 2

Explanation: The filing reveals severe liquidity issues, multiple loan and lease defaults, and a 'going concern' warning. While strategic partnerships and non-cash accounting gains are noted, they do not offset the fundamental financial instability and operational delays in SAF production. The reliance on future capital raises in a distressed state is a major negative.

Positives

• Secured an Equity Line of Credit (ELOC) for up to $50.0 million, providing a potential source of future capital.
• Achieved a net income of $90,285,942 for the nine months ended September 30, 2025, a significant improvement from a net loss of $(11,181,115) in the prior year, largely driven by non-cash fair value adjustments.
• Successfully converted $28,000,000 of related party payables to Encore DEC, LLC into Class A Common Stock, reducing current liabilities.
• Converted $6,050,000 of related party loans from GL Part SPV I, LLC into Class A Common Stock, further reducing debt.
• Signed a binding term sheet for an exclusive 15-year licensing and development partnership in Australia with New Rise Australia Pty. Ltd., including 12.5% non-dilutable equity and 12.5% net profit licensing fees.
• New Rise Reno facility has begun initial production of SAF and renewable naphtha in February 2025, with first deliveries in March 2025, demonstrating operational capability.
• The P66 Agreement with Phillips 66 provides a supply and offtake arrangement for 100% of feedstock and renewable diesel/SAF production from the New Rise Reno facility, with a potential term of 15 years.
• An amendment to the P66 Agreement improves working capital efficiency by aligning title transfer of feedstock with the production process, shortening the working capital cycle by approximately 10 days.
• The company has a clear growth plan to construct additional SAF production facilities (New Rise Reno 2, Fort Myers, Wilson) with estimated annual production output of 80 million gallons per year by end of 2028.

Negatives

• Identified "substantial doubt about our ability to continue as a going concern" due to recurring losses and limited cash resources.
• Current cash and cash equivalents of $879,168 as of September 30, 2025, are insufficient to satisfy obligations over the next twelve months.
• A significant working capital shortage of $236,478,642 as of September 30, 2025.
• Defaulted on a $112,580,000 loan from Greater Nevada Credit Union (GNCU), with approximately $26.7 million in past due principal, interest, and penalties as of October 31, 2025.
• Defaulted on its ground lease with Twain GL XXVIII, LLC for the New Rise Reno facility, with approximately $28.1 million in past due lease payments, late fees, and penalties as of September 30, 2025.
• New Rise Reno production facility experienced production issues and maintenance downtime, operating at 50% capacity for SAF and temporarily producing renewable diesel at 20% below nameplate capacity.
• SAF production resumption is delayed, expected no earlier than Q1 2026, with no assurance of achieving full capacity.
• Management team has limited experience in the construction of SAF production facilities and limited experience in operating a renewable fuels business, relying heavily on a company controlled by the largest stockholder (Encore DEC, LLC).
• The company is dependent on a single counterparty (Phillips 66) for all feedstock requirements and offtake for the New Rise Reno facility, posing concentration risk.
• The net income for Q3 2025 is largely due to non-cash fair value adjustments of warrants and notes, not operational profitability.
• Legacy XCF identified material weaknesses in internal control over financial reporting, including lack of journal entry review/approval, formal risk assessment, effective financial reporting processes, and appropriate IT general controls, none of which have been remediated.
• New Rise also had material weaknesses, including lack of a functioning audit committee, lack of segregation of duties, and inappropriate IT general controls, with only related party identification remediated.
• The company has substantial indebtedness of approximately $261,813,845 as of September 30, 2025.
• The ELOC agreement with Helena may cause substantial dilution to existing stockholders, and the sale of shares by Helena could cause the stock price to decline.
• The company is in default under certain unsecured loan agreements related to the Fort Myers and Wilson acquisitions, with an aggregate principal balance of approximately $1,700,000 and interest of $500,000, and no payments made.
• A $950,000 payment to Polaris Processing, LLC was misdirected due to a cybersecurity incident at legal counsel, leaving New Rise Reno liable for the amount.

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 SAF facility, with uncertain timelines for resuming full SAF production or achieving full capacity.
• 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 SAF construction and renewable fuels operation experience, and dependence on a service provider controlled by the largest stockholder.
• Volatility in feedstock prices and SAF/renewable diesel selling prices, impacting margins and profitability.
• Dependence on a single counterparty (Phillips 66) for feedstock supply and product offtake, creating concentration risk.
• Risks related to the licensed Axens technology, including potential loss of rights or challenges to intellectual property.
• Uncertainty regarding the continued adoption and use of SAF by airlines and potential incompatibility issues with existing aircraft.
• Significant capital outlays and operating expenditures required for facilities, with risks of project delays, cost overruns, and underperformance.
• Inaccurate forecasting of SAF demand leading to shortfalls or surpluses.
• Changes in government economic incentives (RINs, LCFS, BTC, 45Z Credit) for renewable energy projects.
• Negative public and governmental attitudes toward renewable energy projects.
• Challenges in protecting intellectual property rights, especially with international licensing.
• Negative impacts from inflation on costs and margins.
• Potential impairment of assets due to declines in anticipated profitability.
• Risks associated with operating as a public company, including increased costs, management time diversion, and need for improved operational/financial systems.
• Material weaknesses in internal control over financial reporting that have not been remediated.
• Volatility in the market price of common stock and potential dilution from future equity issuances, including the ELOC.
• Substantial control by directors, executive officers, and principal stockholders (majority shareholder Randy Soule owns ~53.6%).
• Future resales of common stock, including by the Selling Stockholder (Helena), could cause the market price to drop significantly.
• Broad discretion in the use of ELOC proceeds, which may not yield significant returns.
• Legal proceedings, including the misdirected payment to Polaris Processing, LLC due to a cybersecurity incident.
• Litigation involving Majique Ladnier (affiliated with GL entities, a significant shareholder) and her spouse Suneet Singal, including allegations of fraud and racketeering.

Future Outlook

The company intends to build a nationwide portfolio of SAF and renewable fuels production facilities, aiming to be a majority SAF producer. It plans to implement a fully integrated business model from feedstock supply to sales. SAF production at New Rise Reno is expected to resume as early as Q1 2026, with New Rise Reno 2 anticipated to come online in 2028, contributing to a total annual neat SAF production of 80 million gallons by the end of 2028. The company is also pursuing international expansion through licensing partnerships, with a binding term sheet signed for Australia. However, the ability to achieve these goals is highly dependent on securing substantial additional financing and resolving current operational and financial 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.
• Our intention is to scale and operate clean fuel production facilities engineered to the highest levels of compliance, reliability, and quality.
• Management has made the determination to temporarily produce renewable diesel which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity, and without any additional modifications to the facility.
• We currently expect to resume SAF production as early as the first quarter of 2026, although we cannot assure you when SAF production will resume, and when it does resume, when or whether the Reno production facility will be able to produce SAF at full capacity.
• XCF is 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.
• XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re-financing of the GNCU Loan and the Ground Lease payments.
• The Company is actively engaged in discussions with the affected lenders regarding potential amendments, forbearance arrangements, or restructuring of the outstanding obligations, but there can be no assurance that such discussions will result in a favorable outcome or a waiver of the existing defaults.
• The Company is exploring all available options to preserve liquidity, including equity financing, asset sales, or strategic partnerships.
• Management 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 focusing on Sustainable Aviation Fuel (SAF). This sector is driven by strong regulatory support (e.g., U.S. Inflation Reduction Act tax credits, RFS, LCFS, EU's ReFuelEU Aviation mandates) and industry-led demand from airlines committed to decarbonization targets (e.g., ICAO's net-zero by 2050 goal, IATA's SAF usage targets). XCF Global aims to differentiate itself as one of the few publicly traded companies primarily focused on SAF, unlike many peers that are legacy crude oil refiners. The market is characterized by rapidly advancing technologies and increasing competition, with many new production facilities in planning or construction. Access to reliable and competitively priced feedstocks is a key challenge, as is the current higher cost of SAF compared to conventional jet fuel, though "green premiums" and incentives help offset this. The company's modular design and HEFA pathway technology are presented as competitive advantages for rapid, capital-efficient expansion.

Comparison to Industry Standards

• SAF Production Focus: XCF Global aims to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners, positioning it uniquely in the market compared to diversified energy companies.
• Production Capacity: XCF's New Rise Reno facility has a nameplate capacity of approximately 38 million gallons per year of neat SAF. With New Rise Reno 2, total anticipated annual neat SAF output is expected to be 80 million gallons per year by end of 2028. This places XCF as a mid-tier producer compared to Gevo, Inc. (GEVO) expecting 60 million gallons/year, LanzaJet, Inc. expecting 10 million gallons/year, and Montana Renewables, LLC with 30 million gallons/year expanding to 300 million gallons/year.
• Technology: XCF uses the HEFA (hydrotreated esters and fatty acids) pathway, which is a proven technology and currently the only commercially available ASTM-approved pathway for SAF, aligning with industry standards for current SAF production.
• Feedstock Strategy: XCF currently relies on domestic low carbon triglyceride feedstocks and has a single supplier (Phillips 66) for its Reno facility. This contrasts with a broader industry trend of diversifying feedstock sources and vertical integration to mitigate supply chain risks.
• Financial Health: The company's "going concern" doubt and significant defaults on major loans and leases are substantially below industry standards for financial stability and operational continuity. Established competitors like Neste are profitable, while even growth-stage companies like Gevo and LanzaJet do not explicitly report "going concern" issues in this context.

Management Changes

Corporate Governance

Legal Proceedings

• Polaris Processing, LLC Arbitration: New Rise Reno is liable for approximately $950,000 in misdirected settlement payments due to a cybersecurity incident at its legal counsel. Polaris filed a complaint seeking summary judgment for this amount in October 2024.
• Majique Ladnier Litigation: Majique Ladnier (sole member of GL Part SPV I, LLC, GL Part SPV II, LLC, and EEME Energy SPV I, LLC, collectively owning ~19.9% of XCF) is a defendant in a pending case (FTE Networks, Inc. v. Suneet Singal; TTP8, LLC; First Capital Master Advisor, LLC; Majique Ladnier; Danish Mir; Khawaja Zargham Bin Aamer; Thomas Coleman; Innovativ Media Group, Inc.; Joseph F. Cunningham; Peter K. Ghishan; Stephen M. Goodwin; and Bruce M. Fahey) alleging fraud, racketeering conspiracy (RICO), and fraudulent inducement.
• Suneet Singal Litigation: Suneet Singal (Majique Ladnier's spouse and consultant to GL entities/New Rise) was enjoined from violating anti-fraud provisions of securities acts in a previous SEC case and ordered to pay $3.2 million in disgorgement and a $3.2 million civil penalty. He is also a defendant in the FTE Networks, Inc. case and was found guilty by a jury of wire fraud and mail fraud in June 2025 in a separate case in California, with post-trial motions pending.

Related Party Transactions

• Encore DEC, LLC: 100% owned by Randy Soule (majority shareholder). Provides EPC services. $28,000,000 of accounts payable converted to 36,779,193 shares of Class A Common Stock on November 19, 2025.
• GL Part SPV I, LLC, GL Part SPV II, LLC, EEME Energy SPV I, LLC: Affiliated with Majique Ladnier. Collectively own ~19.9% of XCF. GL Part SPV I, LLC had loan conversions totaling $2,350,000, $2,500,000 (principal) + $300,000 (interest), and $1,200,000 (principal) + $240,000 (interest) into Class A Common Stock on November 19, 2025. EEME Energy SPV I, LLC entered a Convertible Note Purchase Agreement for up to $7.5 million, with $6.0 million already converted to shares, and received 950,000 shares of Class A Common Stock as arrangement and advisory fees on November 21, 2025.
• Randy Soule: Majority shareholder (~53.6% beneficial ownership). Involved in New Rise acquisitions, Encore DEC, LLC, and the Helena Note. Agreed to return certain shares to XCF for cancellation as part of Helena Note amendment.
• Helena Global Investment Opportunities I Ltd.: Entered ELOC Agreement for up to $50.0 million. Received 740,000 shares of Legacy XCF common stock (equivalent to 507,802 New XCF Class A shares) as a commitment fee. Also involved in the Helena Note, which was amended.
• Focus Impact Partners, LLC: Strategic consulting agreement with an annual fee of $1,500,000. Carl Stanton and Wray Thorn (XCF director) are co-founders.
• Sky MD, LLC: Entity controlled by Mihir Dange (former CEO). Issued 345,833 shares of Legacy XCF common stock from convertible note conversion on January 14, 2025.
• Management Stock Purchases: In September 2023, Legacy XCF issued 21,850,000 shares to certain current executive officers and management team members for $0.001 per share.
• Cornell Management Group, LLC: Entity controlled by Gregory P. Savarese (CMO). Assumed obligation of $337,500 for contractor services, converted to 140,750 restricted shares.
• WT Real Estate Advisors LLC: Entity controlled by Jae Ryu (Head of Land Development). Assumed obligation of $357,707 for contractor services, converted to 149,177 restricted shares.
• Remosa, LLC: Entity controlled by Gregory R. Surette (CSO). Assumed obligation of $540,000 for contractor services, converted to 225,199 restricted shares.

Stakeholder Impact

• Shareholders: Face significant dilution risk from the ELOC and other equity conversions. High volatility expected due to financial distress and potential large sales by Helena. Existing shareholders face substantial uncertainty regarding the company's going concern ability and the value of their investment.
• Creditors (GNCU, Twain, other lenders): Currently in default on significant loans and leases, indicating high risk of non-payment or prolonged restructuring. The company is actively negotiating, but outcomes are uncertain.
• Employees: Management changes, including CEO termination and executive retirements, could impact morale and stability. The company's financial distress poses a risk to job security and future compensation.
• Customers (Phillips 66): The P66 Agreement is critical for revenue, but production issues at New Rise Reno and the company's financial instability could impact reliability of supply.
• Suppliers: Unsecured debt defaults and liquidity issues could strain relationships with other suppliers.
• New Rise Australia Pty. Ltd.: The new licensing partner faces risks associated with XCF's financial instability and ability to provide promised support.

Next Steps

• Negotiate and enter into a Definitive Agreement with New Rise Australia Pty. Ltd. within 60 days of October 9, 2025.
• Complete due diligence for the Australia licensing transaction within 60 days of October 9, 2025.
• Resume SAF production at the New Rise Reno facility as early as Q1 2026.
• Resolve disputes with Greater Nevada Credit Union (GNCU) regarding the $112,580,000 loan default.
• Resolve disputes with Twain GL XXVIII, LLC regarding the ground lease default.
• Secure additional financing to fund operations, existing commitments, and the business plan.
• Address and remediate identified material weaknesses in internal control over financial reporting.
• Begin construction of New Rise Reno 2 in 2026, with anticipated SAF production by 2028.
• Further build-out and reconstruct dormant biodiesel plants in Fort Myers, FL, and Wilson, NC, into SAF, renewable fuels, and/or associated SAF-related infrastructure (expected 36 months per site).
• Conduct suitability analysis for Fort Myers and Wilson sites to determine optimal use.
• Identify and apply for government grants, loans, and other financing arrangements for future facilities.
• Pursue additional feedstock supply and offtake arrangements for future production facilities.
• Integrate New Rise operations under direct management control to mitigate reliance on Randy Soule.
• File a registration statement with the SEC to register shares for resale by Twain GL XXVIII, LLC (4,000,000 shares).
• Pay off the $1,200,000 outstanding balance to Polar Multi-Strategy Master Fund or continue issuing default shares.
• Pay off the $1,120,000 aggregate principal promissory notes to Skyfall Capital Ltd. and YBR Advisors Inc. using 50% of ELOC proceeds.
• Continue discussions with affected lenders regarding potential amendments, forbearance arrangements, or restructuring of unsecured debt related to Fort Myers and Wilson facilities.
• Pursue insurance claims for the $950,000 misdirected payment to Polaris Processing, LLC.

Key Dates

Recommendation

The company is in severe financial distress, explicitly stating "substantial doubt about our ability to continue as a going concern." It has defaulted on major loans and leases, with tens of millions of dollars in past due payments and penalties. Operational issues at its flagship SAF plant have led to production delays and a temporary shift to less profitable renewable diesel. While the company has secured an equity line of credit and converted some related-party debt to equity, these measures are unlikely to fully address the deep-seated liquidity crisis and the need for substantial additional financing. The significant dilution risk from the ELOC and other equity conversions, coupled with the ongoing legal proceedings and material weaknesses in internal controls, presents an extremely high-risk investment profile. The non-cash accounting gains that led to a net income are misleading as they do not reflect operational profitability. A seasoned investor would view these factors as overwhelmingly negative, indicating a high probability of further share price decline and potential loss of investment.

Keywords

Sustainable Aviation Fuel (SAF), Renewable Diesel, Biofuels, Equity Line of Credit (ELOC), XCF Global Inc., New Rise Reno, Phillips 66, Liquidity Crisis, Going Concern, Debt Default, Environmental Credits, Renewable Energy, Capital Raise, Corporate Governance, Risk Factors, Australia Licensing, Hydrotreating Technology, Feedstock Supply, SEC Filing