XCF Global Capital's Losses Mount Amid SAF Ambitions

TL;DR

**XCF Global Capital is burning cash with no revenue, making it a high-risk bet on future SAF production that's currently more aspiration than operation.**

AI Summary

XCF Global Capital, Inc., founded in January 2023, aims to produce sustainable aviation fuel (SAF) and incurred significant operating losses since inception. For the year ended December 31, 2024, the company reported a net loss of $4,821,989, a substantial increase from the $246,610 net loss for the period February 9, 2023 (inception) to December 31, 2023. Operating expenses surged to $4,610,118 in 2024, up from $211,217 in the prior period, driven largely by professional fees of $3,706,994 and regulatory fees of $337,500. The company's cash balance increased to $353,174 as of December 31, 2024, from $55,647 in 2023, primarily due to $2,943,599 in proceeds from convertible notes. XCF acquired biodiesel plants in Fort Myers, Florida, and Wilson, North Carolina, in October 2023, which it plans to reconstruct for SAF production. The company's financial statements indicate a 'going concern' risk due to continued operating losses and negative cash flows, with management expecting these conditions to persist.

Why It Matters

XCF Global Capital's substantial increase in net loss to $4.8 million in 2024, coupled with a 'going concern' warning, signals significant financial instability for investors. While the company's mission to produce Sustainable Aviation Fuel (SAF) aligns with growing environmental mandates and could attract future investment, its current operational burn rate and lack of revenue pose immediate challenges. Employees face uncertainty given the company's early stage and financial health, while potential customers for SAF will be watching for concrete progress on plant reconstruction and production capabilities. In a competitive landscape where established energy players are also investing in biofuels, XCF's ability to secure further capital and execute its ambitious build-out plans will be critical for its survival and market relevance.

Risk Assessment

Risk Level: high — The company reported a net loss of $4,821,989 for the year ended December 31, 2024, and has incurred recurring losses since its inception in February 2023. The independent auditors, Grant Thornton LLP, explicitly raised 'substantial doubt about the Company's ability to continue as a going concern' in their report, citing expected continued operating losses and negative cash flows.

Analyst Insight

Investors should exercise extreme caution and avoid XCF Global Capital until it demonstrates a clear path to revenue generation and profitability. Monitor for significant capital raises, progress on plant reconstruction, and concrete SAF production milestones to mitigate the substantial 'going concern' risk.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$4,821,989

eps

N/A

gross Margin

N/A

cash Position

$353,174

revenue Growth

N/A

Key Numbers

• $4,821,989 — Net Loss (for the year ended December 31, 2024, significantly increased from $246,610 in 2023)
• $4,610,118 — Total Operating Expenses (for the year ended December 31, 2024, up from $211,217 in 2023)
• $3,706,994 — Professional Fees (major component of operating expenses in 2024)
• $353,174 — Cash Balance (as of December 31, 2024, increased from $55,647 in 2023)
• $2,943,599 — Proceeds from Convertible Notes (primary source of cash in 2024)
• $12,887,415 — Construction in Progress (asset value as of December 31, 2024, unchanged from 2023)
• 153,275,204 — Outstanding Common Shares (as of September 12, 2025)

Key Players & Entities

• XCF Global Capital, Inc. (company) — registrant
• Grant Thornton LLP (company) — independent registered public accounting firm for 2024
• Turner, Stone & Company, L.L.P. (company) — independent registered public accounting firm for 2023
• Securities and Exchange Commission (regulator) — regulatory body
• Southeast Renewables, LLC (company) — seller of biodiesel plant in Wilson, North Carolina
• Good Steward Biofuels FL, LLC (company) — seller of biodiesel plant in Fort Myers, Florida
• Focus Impact BH3 NewCo, Inc. (company) — entity related to Class A common stock and warrants offering

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has incurred significant operating losses since its inception in January 2023, with a net loss of $4,821,989 for the year ended December 31, 2024. Management expects these losses and negative cash flows to continue, raising substantial doubt about the company's ability to continue as a going concern.
• SAF Production Ramp-Up [high — operational]: XCF Global Capital acquired biodiesel plants in October 2023 with the intention to reconstruct them for Sustainable Aviation Fuel (SAF) production. The success and timeline of this reconstruction and the subsequent commencement of SAF production are critical to the company's future revenue generation.
• Reliance on Convertible Notes [medium — financial]: The company's cash balance increased to $353,174 as of December 31, 2024, primarily due to $2,943,599 in proceeds from convertible notes. This highlights a reliance on debt financing, which will eventually require repayment or conversion, potentially diluting existing shareholders.
• High Professional and Regulatory Fees [medium — operational]: Operating expenses surged to $4,610,118 in 2024, largely driven by $3,706,994 in professional fees and $337,500 in regulatory fees. These substantial costs, incurred before significant revenue generation, indicate high initial setup and compliance burdens.

Industry Context

The aviation industry is under increasing pressure to decarbonize, driving demand for Sustainable Aviation Fuel (SAF). However, SAF production is capital-intensive and faces challenges related to feedstock availability, processing technology, and scaling up to meet demand. XCF Global Capital is entering a nascent but growing market with significant long-term potential, but also substantial execution risks.

Regulatory Implications

The production and sale of SAF are subject to various environmental regulations and potential government incentives aimed at promoting cleaner fuels. Compliance with these regulations, such as those related to emissions standards and fuel certifications, is crucial. Changes in regulatory frameworks or the availability of tax credits/subsidies could significantly impact the economic viability of XCF's operations.

What Investors Should Do

1. Monitor progress on plant reconstruction and SAF production timelines.
2. Evaluate the company's cash burn rate and future funding needs.
3. Assess the terms and potential dilution from convertible notes.
4. Research the competitive landscape and regulatory support for SAF.

Key Dates

• 2023-01-01: Company Inception — Marks the beginning of XCF Global Capital's operations and financial reporting period.
• 2023-10-01: Acquisition of Biodiesel Plants — Strategic move to acquire assets for future SAF production, indicating a shift towards operational infrastructure.
• 2023-12-31: End of Initial Reporting Period — First financial reporting period, showing initial operating losses of $246,610.
• 2024-12-31: End of Fiscal Year 2024 — Significant increase in net loss to $4,821,989 and operating expenses to $4,610,118.
• 2025-02-05: Registration Statement Declared Effective — Allows for the offering of Class A common stock and warrants, a key step in potential future funding.
• 2025-09-12: Outstanding Common Shares Count — Provides a snapshot of the company's equity structure with 153,275,204 shares outstanding.

Glossary

Sustainable Aviation Fuel (SAF)

A type of jet fuel produced from renewable resources, aiming to reduce carbon emissions compared to conventional jet fuel. (This is the core product XCF Global Capital aims to produce, representing its primary business objective and revenue source.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt, it must be disclosed. (The auditor's report explicitly states substantial doubt about XCF's ability to continue as a going concern due to persistent operating losses.)

Convertible Notes

Debt instruments that can be converted into a predetermined amount of equity in the issuing company. (Proceeds from convertible notes were a primary source of cash for XCF in 2024, indicating a reliance on this form of financing.)

Construction in Progress

An asset account representing the cost of construction of fixed assets that are not yet completed or placed into service. (The company has $12,887,415 in Construction in Progress, reflecting investment in the reconstruction of acquired biodiesel plants for SAF production.)

Year-Over-Year Comparison

The financial statements for the year ended December 31, 2024, show a dramatic increase in net losses, escalating from $246,610 in the initial period (February 9, 2023 - December 31, 2023) to $4,821,989. This surge is primarily attributed to a significant rise in operating expenses, which grew from $211,217 to $4,610,118, driven by substantial professional and regulatory fees. While the cash position improved from $55,647 to $353,174, this was largely due to proceeds from convertible notes, underscoring the company's continued reliance on external financing amidst ongoing operational losses.

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share ("Common Stock") and 17,900,0

Filing Documents

• form10-k.htm (10-K) — 702KB
• ex31-1.htm (EX-31.1) — 13KB
• ex31-2.htm (EX-31.2) — 13KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• form10-k_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-013395.txt ( ) — 4134KB
• xcf-20241231.xsd (EX-101.SCH) — 35KB
• xcf-20241231_cal.xml (EX-101.CAL) — 43KB
• xcf-20241231_def.xml (EX-101.DEF) — 150KB
• xcf-20241231_lab.xml (EX-101.LAB) — 271KB
• xcf-20241231_pre.xml (EX-101.PRE) — 222KB
• form10-k_htm.xml (XML) — 499KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Contains only the financial statements for the year ended December 31 , 2024 Commission file number: 333-281116-01 XCF Global Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 92-2169650 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2500 Houston , TX 77042 (346) 630-4724 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: None , as no established market exists for the registrant's common stock. As of September 12, 2025, there were 153,275,204 outstanding shares of the registrant's common stock, par value $ 0.001 per share. XCF GLOBAL CAPITAL, INC. TABLE OF CONTENTS Explanatory Notes 2 Report of Independent Registered Public Accounting Firm for the period ended December 31, 2024 (PCAOB ID# 248) F-1 Report of Independent Registered Public Accounting Firm for the period ended December 31, 2023 (PCAOB ID# 76) F-2 Balance Sheets as of December 31, 2024 and December 31, 2023 F-3 of Operations for the year ended December 31, 2024 and for the period February 9, 2023 (inception) to December 31, 2023 F-4 of Stockholders' Equity for the year ended December 31, 2024, and for the period February 9, 2023 (inception) to December 31, 2023 F-5 of Cash Flows for the year ended December 31, 2024 and for the period February 9, 2023 (inception) to December 31, 2023 F-6 Notes to Financial Statements F-7 - F-19 EXPLANATORY NOTE On February 5, 2025, the Registration Statement on Form S-4 (Registration No. 333-281116, the "Registration Statement") of XCF Global Capital, Inc. (the "Company") was declared effective by the Securities and Exchange Commission (the "SEC"), related to the offering of up to 176,934,937 shares of Class A common stock, par value $0.0001 per share ("Common Stock") and 17,900,000 warrants to purchase shares of Common Stock of Focus Impact BH3 NewCo, Inc.

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