XCF GLOBAL INC SEC Filings

XCF Global, Inc. is registering up to 72,463,768 shares of Class A common stock for potential resale by Helena Global Investment Opportunities I Ltd. These shares relate to an equity line of credit under which XCF may sell up to $50.0 million of stock to Helena at prices tied to the lowest intraday market price over short trading windows. XCF will not receive proceeds from Helena’s resale of the shares but may receive cash when it elects to sell newly issued shares to Helena under the equity line, with 50% of net proceeds contractually required to repay October 2025 promissory notes.

As of September 30, 2025, XCF reports 208,323,544 shares outstanding; if all 72,463,768 registered shares were issued, they would equal about 25.8% of total outstanding and 65.2% of non‑affiliate shares. The company highlights substantial risks, including significant funding needs, a going‑concern warning, operating and ramp‑up issues at its New Rise Reno facility, and active landlord and lender disputes that could disrupt or halt production if not resolved.

XCF Global, Inc. has filed an amended Form S-1 to register 187,180,141 shares of its Class A common stock for resale by existing stockholders, including 6,400,000 shares issuable upon exercise of Private Placement Warrants. The company will not sell shares in this offering and will receive no proceeds from these resales, other than potential cash proceeds if the warrants, exercisable at $11.50 per share, are exercised. XCF Global recently completed a SPAC business combination with Focus Impact BH3 Acquisition Company, resulting in about 149.3 million shares outstanding at closing and positioning the company as a publicly traded producer focused on sustainable aviation fuel and other renewable fuels. The prospectus highlights significant risks, including the need for substantial additional funding, operational issues at its New Rise Reno facility, concentrated customer and vendor exposure, and potential share price volatility and dilution from large resale blocks and an equity line of credit with Helena.

XCF Global, Inc. (SAFX) is significantly restructuring its balance sheet by converting multiple obligations into Class A Common Stock. The company agreed with Encore DEC, LLC to settle $28,000,000 of payables at $0.7613 per share, issuing 36,779,193 shares and leaving Encore’s owner beneficially holding about 53.6% of the outstanding stock. GL Part SPV I, LLC is converting several loans and notes into 3,086,825, 3,677,919 and 1,891,501 shares, resulting in GL and related entities beneficially owning about 19.9% of the company.

Encore and Focus Impact BHAC Sponsor, LLC entered support agreements that restrict transfers of 12,872,718 Encore shares and all 3,306,944 Focus Impact shares until a resale registration becomes effective or is waived. The company also issued additional shares to satisfy penalties or fees under existing financings, including 102,233 shares to Narrow Road Capital, 36,512 to Gregory Segars Cribb, 2,131,823 to Innovativ Media Group via an EEME Energy note conversion, 950,000 to EEME Energy as fees, 240,000 to Polar, 133,333 to BTIG, and 62,754 to a consultant, all without underwriters or public offerings.

XCF Global, Inc. reported that it has made an updated Investor Presentation available as of November 20, 2025. The company plans to use this November 2025 presentation in meetings with investors, analysts, and other stakeholders, and it is furnished as Exhibit 99.1 to a current report on Form 8-K. The company specifies that the information in Item 7.01 and Exhibit 99.1 is being furnished, not filed, so it is not subject to liability under Section 18 of the Securities Exchange Act and will not be automatically incorporated by reference into other company filings.

XCF Global (SAFX) named Christopher Cooper as Chief Executive Officer and director, effective immediately. Cooper brings 25+ years in energy and renewables, including leadership roles at BGN and Neste. His employment terms include a $500,000 annual base salary, a target bonus equal to 100% of base salary (payable in cash or stock, subject to limits), and stock options equal to 2% of fully diluted ownership (calculated as of September 30, 2025) vesting annually over five years.

Severance provides 100% of base salary for termination without cause or with good reason, and 150% of base salary plus immediate vesting of unvested equity upon such a termination in connection with a change in control, along with certain benefit continuations. Mihir Dange’s employment was terminated without cause; he resigned from all roles. Director Wray Thorn was appointed Interim Chairman until a permanent Chair is elected.

XCF Global (SAFX) entered two short-term promissory notes with institutional lenders, each for a principal of $560,000, totaling $1,120,000. Each note carries a $60,000 original issue discount, delivering $1,000,000 in aggregate net proceeds. The notes bear no interest unless there is an event of default, when overdue amounts accrue at 12% per annum. They mature three months from disbursement.

Disbursement is conditioned upon filing a registration statement registering shares issuable under the May 30, 2025 Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. The company must use 50% of net proceeds from sales of common stock under that agreement to repay the notes on a pro rata basis, and must immediately prepay with proceeds from any non‑permitted debt. The notes include customary covenants limiting additional indebtedness and liens, plus equal treatment provisions requiring proportionate handling of both notes.

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.