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XCF Global, Inc. S-1 Filings

SAFX NASDAQ

Every S-1 that XCF Global, Inc. (SAFX) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-1 covers the registration statement a company files to sell shares publicly, so if you follow SAFX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SAFX filings page.

Rhea-AI Summary

XCF Global, Inc. (SAFX) has filed a Form S-1 to register up to 212,770,019 shares of Class A common stock for resale by existing selling stockholders. The company itself is not selling shares and will receive no proceeds from these resales.

The resale shares come from numerous prior financings, debt settlements, consulting and separation agreements, and warrant arrangements, creating a large potential overhang versus the 411,676,896 shares outstanding as of August 18, 2026. The company warns that sales or perceived sales could significantly pressure and increase volatility in the SAFX share price.

Risk disclosures are extensive: management identifies substantial doubt about its ability to continue as a going concern with cash of $1,047,539 as of March 31, 2026, unresolved landlord and lender defaults tied to its key New Rise Reno facility, termination of its Phillips 66 supply/offtake agreement, dependency on new financing for large-scale SAF projects, and operational challenges ramping production of sustainable aviation fuel.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.