8-K: XCF Global Forges Strategic Renewable Fuel Alliance in Australia

XCF Global, Inc. has entered into a binding term sheet with New Rise Australia Pty. Ltd. to establish a strategic licensing and development partnership for renewable fuel production facilities in Australia.

Summary

• XCF Global, Inc. (XCF) signed a binding term sheet with New Rise Australia Pty. Ltd. on October 9, 2025, to form a strategic licensing and development partnership in Australia.
• XCF will grant New Rise Australia an exclusive 15-year license to use its engineering designs, facility layouts, process configurations, and know-how for developing, constructing, and operating renewable fuel production facilities in Australia, focusing on sustainable aviation fuel (SAF) and renewable diesel.
• The license term can be renewed for additional five-year periods based on achieving defined performance milestones, including the development of at least three SAF production facilities within the initial 15-year term.
• XCF will hold a 12.5% non-dilutable equity ownership interest in New Rise Australia to align long-term commercial interests.
• XCF is entitled to receive licensing fees equal to 12.5% of net profit achievement, as defined in the definitive agreement.
• Governance provisions include XCF board representation and defined participation and information rights.
• XCF will retain ownership of all intellectual property and any improvements developed under the partnership.
• Both parties intend to negotiate and execute a definitive agreement within 60 days, subject to customary due diligence, approvals, and closing conditions.

Sentiment

Score: 8

Explanation: The filing announces a significant strategic partnership that expands XCF Global's market reach into Australia's growing renewable fuel sector, leveraging its intellectual property for long-term revenue and equity participation. This is a strong positive development for future growth.

Positives

• Secures a strategic partnership for expansion into the Australian renewable fuel market, a sector with significant growth potential.
• Grants an exclusive license for XCF's proprietary technology, establishing a new revenue stream through licensing fees and equity ownership.
• Achieves a 12.5% non-dilutable equity ownership interest in New Rise Australia, ensuring long-term commercial alignment and participation in the venture's success.
• Entitled to 12.5% of net profit as licensing fees, providing a direct financial benefit from the operational success of the facilities.
• Gains board representation and oversight, ensuring alignment with XCF's standards and strategic objectives.
• Retains full ownership of all intellectual property and any improvements, protecting its core assets.
• Positions XCF to capitalize on the increasing global demand for sustainable aviation fuel (SAF) and renewable diesel.

Negatives

• The definitive agreement is still subject to negotiation, customary due diligence, approvals, and closing conditions, meaning the partnership is not yet fully finalized.
• Financial benefits, such as licensing fees, are tied to future net profit achievement, which is not guaranteed and depends on the successful development and operation of facilities.
• Reliance on New Rise Australia's execution capabilities for the development and operation of the renewable fuel facilities.

Risks

• The ability of the parties to finalize definitive documentation for the partnership.
• The ability to obtain all required regulatory and other approvals.
• The ability to satisfy customary closing conditions for the definitive agreement.
• Actual results could differ materially from expectations regarding the development of renewable fuel facilities and the benefits of the proposed relationship.

Future Outlook

The parties intend to complete the definitive agreement within 60 days. The partnership aims for the potential development of renewable fuel facilities in Australia, focusing on sustainable aviation fuel (SAF) and renewable diesel, with XCF expecting long-term commercial alignment and continued collaboration and the achievement of defined performance milestones including the completion of Front-End Engineering Design (FEED) work.

Management Comments

• Mihir Dange, Chief Executive Officer, signed the report on behalf of XCF Global, Inc., indicating the company's formal commitment to the strategic partnership.

Industry Context

This partnership aligns with the growing global demand for sustainable aviation fuel (SAF) and renewable diesel, driven by environmental regulations and corporate sustainability goals. Australia represents a significant market for renewable energy development, and this move positions XCF Global to capitalize on this trend through its proprietary technology, potentially competing with other clean energy providers expanding into the APAC region. The focus on SAF addresses a critical need for decarbonization in the aviation sector.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for long-term value creation through market expansion, recurring revenue streams from licensing fees, and equity participation in a growing sector.
• Employees: Potential for increased collaboration, knowledge sharing, and opportunities in the renewable fuels sector.
• Customers (future): Access to sustainable aviation fuel and renewable diesel in the Australian market, supporting decarbonization efforts.
• Industry: Contributes to the global transition towards sustainable energy and fuels, particularly in aviation.

Next Steps

• Negotiate and execute a definitive agreement with New Rise Australia Pty. Ltd. within 60 days.
• Complete customary due diligence, obtain necessary approvals, and satisfy closing conditions for the definitive agreement.
• New Rise Australia to commence Front-End Engineering Design (FEED) work for renewable fuel facilities.
• New Rise Australia to develop at least three SAF production facilities in Australia within the initial 15-year license term.

Key Dates

Recommendation

The strategic licensing and development partnership with New Rise Australia Pty. Ltd. provides XCF Global with a significant entry into the growing Australian renewable fuel market, particularly in sustainable aviation fuel (SAF) and renewable diesel. The 12.5% non-dilutable equity ownership and 12.5% net profit licensing fees offer a strong long-term revenue stream and align interests. This expansion leverages XCF's intellectual property and positions the company favorably in a high-demand sector, indicating strong future growth potential, making it an attractive investment.

Keywords

XCF Global, New Rise Australia, renewable fuel, sustainable aviation fuel, SAF, renewable diesel, licensing agreement, strategic partnership, Australia, clean energy, intellectual property, energy transition