XCF GLOBAL INC SEC Filings

XCF Global, Inc. (NASDAQ: SAFX) filed a Form S-1 registering up to 120,824,191 shares of Class A common stock for resale by selling stockholders. This includes 4,160,000 shares issuable upon exercise of Private Placement Warrants and 116,664,191 shares received in connection with the June 6, 2025 Business Combination and related transactions.

The company is not selling any securities in this filing and will not receive proceeds from sales by the selling stockholders. XCF Global may receive cash only if the 4,160,000 Private Placement Warrants are exercised at $11.50 per share, for potential gross proceeds of approximately $47.8 million.

Common stock outstanding before this offering was 159,231,451 shares as of the date of the prospectus. The shares may be resold from time to time on Nasdaq under “SAFX” or via private transactions, at market or negotiated prices, as outlined in the Plan of Distribution.

XCF Global, Inc. (SAFX) filed a Form S-1 to register up to 47,619,047 shares of Class A common stock for resale by Helena Global Investment Opportunities I Ltd. The shares relate to an equity line of credit (ELOC) allowing the company to sell up to $50.0 million of stock to Helena after effectiveness, at a price tied to the lowest intraday sale price over specified trading days.

The company is not selling any securities under this prospectus and will not receive proceeds from Helena’s resales. XCF may receive up to $50.0 million in gross proceeds from future sales to Helena under the ELOC. Issuances are limited by a 4.99% Beneficial Ownership Limitation and a 19.99% Exchange Cap (unless stockholder approval is obtained). The prospectus notes that potential resales could increase volatility or pressure the stock price, and Helena may be deemed an underwriter.

Common stock outstanding was 159,231,451 as of September 30, 2025. Assuming issuances equal to $50.0 million at an assumed $1.05 price, total shares outstanding would be 206,850,498. SAFX last traded at $1.05 on October 21, 2025.

XCF Global (SAFX) filed an amended 8-K to add audited and pro forma financials and update developments following the June 6, 2025 business combination that took the company public on Nasdaq. The filing details share issuance mechanics, governance agreements, financing updates, and operational contracts.

The company issued 142,130,632 shares of Class A Common Stock to legacy holders at closing, plus 622,109 shares to non‑redeeming stockholders and 1,200,000 shares via a subscription, with approximately 149.3 million shares outstanding immediately after closing. On a treasury‑stock‑method basis, fully diluted shares are approximately 157.8 million.

XCF reports substantial doubt about its ability to continue as a going concern. New Rise Reno’s GNCU loan acceleration notice was withdrawn, but events of default remain; as of September 30, 2025, bringing the loan current requires about $25,302,788, excluding roughly $2,350,030 in penalties/late charges. Under a Twain forbearance, XCF issued 4,000,000 shares; amounts owing under the ground lease total $23,719,746. The company completed two EEME Energy note conversions, issuing 1,430,550 shares at approximately $1.58 and 3,785,670 shares at approximately $1.20 per share. A Phillips 66 amendment clarified feedstock title and reporting obligations. The company cured a Nasdaq filing deficiency by filing its Q2 Form 10‑Q on October 16, 2025.

XCF Global, Inc. (Nasdaq: SAFX) reported Q2 2025 results. The company closed its business combination on June 6, 2025 and began selling renewable diesel under a supply and offtake agreement with Phillips 66. Revenue reached $6.6 million, all from renewable diesel and related environmental credits, while cost of sales was $7.8 million, resulting in a $1.2 million gross loss.

Operating expenses were $33.1 million, including $13.2 million severance and $11.3 million professional fees. Other income totaled $144.6 million, driven primarily by a $206.2 million change in fair value of warrants, partly offset by losses and fees, yielding net income of $110.3 million.

Liquidity remains tight with $405,575 in cash and $247.3 million in current liabilities. The company disclosed substantial doubt about its ability to continue as a going concern. It is in default on GNCU notes (entire balance classified current) and received a default notice under a subscription agreement requiring monthly share issuance until cured. An up to $50 million equity line was put in place; $7.4 million of commitment shares were issued.

XCF Global, Inc. (SAFX) entered a binding term sheet with New Rise Australia to form an exclusive licensing and development partnership for renewable fuel facilities in Australia focused on sustainable aviation fuel and renewable diesel. The license has a 15-year initial term and may renew in five-year periods based on performance milestones.

XCF will receive a 12.5% non-dilutable equity interest in New Rise Australia and licensing fees equal to 12.5% of net profit achievement, to be defined in the definitive agreement. Governance terms include board representation and participation rights, while XCF retains ownership of all IP and improvements.

Milestones include the development of at least three SAF production facilities within the initial term, with progress checkpoints and FEED completion included in the definitive agreement. The parties plan to finalize a definitive agreement within 60 days, subject to customary due diligence, approvals, and closing conditions.