false
0002019793
0002019793
2025-08-06
2025-08-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): August 6, 2025
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
2500
CityWest Blvd, Suite 150-138
Houston,
TX 77042
(Address
of principal executive offices, including zip code)
(346)
630-4724
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
SAFX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
2.04 |
Triggering
Events That Accelerate or Increase a Direct Financial Obligation. |
XCF
Gobal, Inc.’s (the “Company”) subsidiary, New Rise Renewables Reno, LLC (“New Rise Reno”), operates the
Company’s existing sustainable aviation fuel (“SAF”) production facility in Reno, Nevada. New Rise Reno has four notes
payable outstanding, in aggregate principal amount of $112,580,000, to Greater Nevada Credit Union (“GNCU”), as the successor
to Jefferson Financial Federal Credit Union (the “GNCU Loan”). The GNCU Loan was underwritten by certain guarantees issued
by the United States Department of Agriculture under the Biorefinery, Renewable Chemical and Biobased Product Manufacturing Assistance
Program, which guaranteed 100% of the principal amount of the notes evidencing the GNCU Loan.
By
letter dated August 6, 2025 from counsel to GNCU to New Rise Reno, GNCU notified New Rise Reno of (1) additional events of default
under the existing loan documents relating to the GNCU Loan, (2) failure to timely cure the ongoing payment default on the GNCU Loan
by the deadline set forth in the demand to cure addressed to New Rise Reno dated March 3, 2025, and (3) the acceleration of the full
unpaid balances of the GNCU Loan pursuant to GNCU’s rights under the loan documents relating to the GNCU Loan. The acceleration
notice indicated that the amount owing as of August 5, 2025, excluding applicable fees, costs, and penalties, is $130,671,882.10. Subsequent
to the notification, counsel for the Company and counsel for GNCU engaged in discussions regarding the notification, and on August 27,
2025, the Company, on behalf of New Rise Reno and GNCU entered into a Pre-Negotiation Letter outlining the terms under which the parties
would engage in discussions for the purpose of entering into letter agreements, meetings, conferences, and written communications with
respect to the outstanding default notice and balance due to GNCU. The Pre-Negotiation letter does not obligate any party to take any
action with respect to the GNCU Loan and GNCU expressly reserved its rights under the loan documents relating to the GNCU Loan.
On
August 27, 2025, the Company and New Rise Reno received a notice from GNCU withdrawing the August 6, 2025 notice of acceleration (the
“Notice of Withdrawal”). Besides withdrawing the notice of acceleration, the Notice of Withdrawal specifies that GNCU does
not withdraw, modify, or waive the notice of additional events of default and failure to timely cure ongoing payment default set forth
in the August 6, 2025 notice of acceleration, which conditions remain in effect. GNCU also does not withdraw or modify the March 6, 2025
demand to cure.
The
Company is in active discussions with GNCU to resolve the matters addressed in the aforementioned notice and demand to cure to New Rise
Reno, including the possibility of a potential forbearance or modified loan payment schedule while the Company 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. The Company is actively evaluating financing alternatives that, if completed, the
Company believes would allow the re-financing of the GNCU Loan and the payments owing the landlord pursuant to the Ground Lease by and
between Twain GL XXVIII, LLC, as the landlord, and New Rise Reno, as the tenant, dated March 29, 2022 (the “Ground Lease”)
relating to the property on which the New Reno Facility is located. However, there can be no assurance that the Company will be able
to reach agreement with GNCU to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow the Company
to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.
Forward
Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by
terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of
these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements
regarding the Company’s expectations with respect to future performance and anticipated financial impacts of the recently completed business
combination with Focus Impact BH3 Acquisition Company (the “Business Combination”), estimates and forecasts of other financial
and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could
cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain
and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that
may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and
foreign business, market, financial, political, and legal conditions; (2) unexpected increases in the Company’s expenses resulting from
potential inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expenses; (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 the Company’s offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties
to the Business Combination or others; (5) the Company’s ability to regain compliance with Nasdaq’s continued listing standards
and thereafter continue to meet Nasdaq’s continued listing standards; (6) the Company’s ability to integrate the operations of New Rise
and implement its business plan on its anticipated timeline; (7) the Company’s ability to raise financing in the future 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 Company’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; (10) the Company’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; (11) costs related to the Business Combination and the New Rise acquisitions; (12) the risk of disruption to the
current plans and operations of the Company as a result of the consummation of the Business Combination; (13) the Company’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 the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (14) changes in applicable laws or regulations; (15) risks related to extensive regulation,
compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (16) the possibility that the
Company may be adversely affected by other economic, business, and/or competitive factors; (17) the availability of tax credits and other
federal, state or local government support; (18) risks relating to the Company’s and New Rise’s key intellectual property rights; (19)
the risk that the Company’s reporting and compliance obligations as a publicly-traded company divert management resources from business
operations; (20) the effects of increased costs associated with operating as a public company; and (21) various factors beyond
management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the Company’s filings
with the Securities and Exchange Commission (“SEC”), including the final proxy statement/prospectus relating to the Business
Combination filed with the SEC on February 6, 2025, this Current Report on Form 8-K and other filings the Company makes with the SEC
in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or the Company’s
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There
may be additional risks that the Company 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 the
Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. These forward-looking
statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current
Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. While the Company may elect
to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
XCF
GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
Simon Oxley
|
| |
Name: |
Simon
Oxley |
| |
Title: |
Chief
Financial Officer |
Date: August
29, 2025
