XCF Global Announces Agreement to Reduce Debt and Increase Equity Capitalization with New Rise Founder and Key Stakeholder
Rhea-AI Summary
XCF Global (Nasdaq: SAFX) agreed to convert approximately $16.7 million of debt and property liens owed to Encore DEC and related creditors into 37.03 million Class A shares. The conversion price is $0.451 per share, fully satisfying the payable balance and liens.
The deal reduces indebtedness, increases equity capitalization and is intended to improve financial flexibility as XCF advances its New Rise Renewables Reno facility, which has permitted capacity of 38 million gallons of renewable fuels per year.
Positive
- Approximately $16.7 million of debt and liens to be eliminated
- Issuance of 37.03 million shares increases equity capitalization
- Payable balance and related property liens deemed fully satisfied and discharged
- Conversion price set using recent trading prices at $0.451 per share
- Agreement supports broader capital structure and financial flexibility objectives
Negative
- Issuance of 37.03 million new Class A shares may dilute existing shareholders
- Debt reduction achieved through equity conversion rather than cash repayment
News Market Reaction – SAFX
In the May 12 session, SAFX declined 3.31%, reflecting a moderate negative market reaction. Argus tracked a peak move of +4.5% during that session. Argus tracked a trough of -4.7% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 08 | Energy security focus | Positive | +2.7% | Company highlighted role of domestic renewable fuels and imminent production start. |
| May 07 | Jet fuel cost update | Positive | -8.8% | Linked elevated jet fuel prices to strategic importance of its SAF capacity. |
| May 06 | SAF capacity highlight | Positive | -3.5% | Reiterated June restart timeline and role of domestic SAF amid high prices. |
| May 05 | Geopolitical risk note | Positive | -20.6% | Discussed Hormuz disruptions and argued expanded U.S. SAF could reduce exposure. |
| May 04 | Q1 update, targets | Positive | +17.4% | Reported production, filed 10-K, and set 2027 revenue and volume targets. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent XCF headlines have often been positive, but price reactions skew mixed to negative, with several selloffs on seemingly constructive strategic updates.
Over the last week, XCF issued multiple updates tying its New Rise Renewables Reno facility to tight jet fuel markets and U.S. energy security. On May 4, it set 2027 targets of $110–$120M net revenue and 40–43M gallons of renewable fuel production, which saw a 17.41% gain. Subsequent macro- and fuel-price-focused releases on May 5–7 drew negative reactions, while a strategic role highlight on May 8 was modestly positive. Today’s debt-for-equity deal continues the theme of strengthening the balance sheet ahead of the planned June restart.
Key Terms
sustainable aviation fuel technical
forbearance arrangement financial
property liens regulatory
nameplate production capacity technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
The Transaction is expected to strengthen XCF's balance sheet, supports its financial flexibility and demonstrates key stakeholder's confidence in XCF's long-term strategy.
HOUSTON, TX / ACCESS Newswire / May 12, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging renewable fuels company focused on sustainable aviation fuel ("SAF"), today announced that XCF, its subsidiary New Rise Renewables Reno LLC and Encore DEC, LLC ("Encore DEC") entered into a definitive agreement pursuant to which approximately
The transaction is intended to reduce indebtedness and eliminate property liens XCF's incurred in connection with previous engineering and construction activity associated with the design, development and construction of the New Rise Renewables Reno Facility and support XCF's broader capital structure objectives as it continues to focus on operational execution and disciplined long-term growth. The agreement follows other recent steps to improve XCF's financial flexibility, including a forbearance arrangement with the landowner that provides additional time to advance broader capital structure and operational priorities.
Under the agreement, the outstanding payable balance is to be satisfied in full on the issuance of the shares of XCF Class A common stock to Encore based on conversion price based of
"This additional debt reduction and equity capital increase reflects continued progress towards our broader financial and operational priorities," said Chris Cooper, Chief Executive Officer of XCF Global. "We believe this step enhances our ability to stay focused on execution and demonstrates the confidence of one of our key stakeholders, Randy Soule, New Rise's founder, in our disciplined approach to continue building the XCF platform to help advance domestic energy resilience and transportation industry emissions reduction."
The announcement comes as XCF continues to position itself as an emerging renewables company focused on scaling production of renewable diesel and sustainable aviation fuel to support transportation decarbonization. XCF's flagship New Rise Renewables Reno facility has a permitted nameplate production capacity of 38 million gallons per year of renewable fuels, and the company has described its strategy as combining operational execution with a modular, repeatable platform for future growth.
About XCF Global, Inc.
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.
To learn more, visit www.xcf.global
Contacts
XCF Global:
Corporate Comms
media@xcf.global
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.
We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.
Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.
Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.
Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.
SOURCE: XCF Global, Inc.
View the original press release on ACCESS Newswire