XCF Global Capital's Losses Widen Amid SAF Acquisitions, Liquidity Concerns Mount

TL;DR

**XCF Global Capital is burning cash with zero revenue, and despite big SAF acquisition plans, it's a high-risk bet on future financing.**

AI Summary

XCF Global Capital, Inc. reported a net loss of $7,467,201 for the three months ended March 31, 2025, a significant increase from the $4,020,697 net loss in the same period of 2024. The company generated no revenue in either period. Total operating expenses rose to $5,906,285 in Q1 2025 from $4,020,697 in Q1 2024, driven by increased operating costs of $1,546,865 and professional fees of $576,635. A major strategic development was the acquisition of New Rise SAF Renewables Limited Liability Company and New Rise Renewables, LLC in January and February 2025, respectively, which became wholly-owned subsidiaries. This reverse asset acquisition resulted in XCF's assets and liabilities being recorded at fair value as of February 19, 2025. The company's total assets increased to $374,214,502 as of March 31, 2025, from $354,627,732 at December 31, 2024, primarily due to a substantial increase in property, plant, and equipment to $368,739,604. However, total liabilities surged to $428,786,099 from $313,192,505, largely due to a new $100,000,000 convertible note payable to a related party and increased notes payable. XCF also reported an accumulated deficit of $54,754,675 and current liabilities of $296,009,258 as of March 31, 2025, with only $557,997 in cash, raising substantial doubt about its ability to continue as a going concern.

Why It Matters

This filing reveals XCF Global Capital's aggressive expansion into sustainable aviation fuel (SAF) production through the acquisition of New Rise entities, but also highlights severe financial distress. For investors, the substantial doubt about going concern, coupled with zero revenue and escalating losses, signals extreme risk. Employees and customers of the newly acquired New Rise entities face uncertainty regarding the long-term viability of XCF's ambitious projects. In the broader market, XCF's struggles could temper enthusiasm for smaller, unproven players in the competitive renewable fuels sector, potentially benefiting established energy companies with greater capital resources. The company's ability to secure additional financing will be critical to its survival and the realization of its SAF production goals.

Risk Assessment

Risk Level: high — XCF Global Capital, Inc. faces a high risk level due to recurring net losses of $7,467,201 for Q1 2025 and an accumulated deficit of $54,754,675 as of March 31, 2025. The company has current liabilities of $296,009,258 against cash equivalents of only $557,997, leading management to conclude that these conditions raise substantial doubt about its ability to continue as a going concern.

Analyst Insight

Investors should exercise extreme caution and avoid XCF Global Capital, Inc. given the substantial doubt about its ability to continue as a going concern, zero revenue, and significant accumulated deficit. Potential investors should wait for clear evidence of sustained revenue generation and a solidified financial position before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$374,214,502

total Debt

$428,786,099

net Income

-$7,467,201

eps

$0.05

gross Margin

N/A

cash Position

$557,997

revenue Growth

N/A

Key Numbers

• $7.47M — Net Loss (Increased from $4.02M in Q1 2024, indicating worsening financial performance.)
• $0 — Revenue (No revenue generated in Q1 2025 or Q1 2024, highlighting lack of operational income.)
• $54.75M — Accumulated Deficit (Significant deficit as of March 31, 2025, reflecting historical losses.)
• $296.01M — Total Current Liabilities (Substantially higher than cash, contributing to going concern doubt.)
• $557,997 — Cash and Cash Equivalents (Low cash balance relative to liabilities, indicating liquidity issues.)
• $100M — Convertible Note Payable to Related Party (New liability incurred in Q1 2025 as part of the New Rise Renewables acquisition.)
• 183,078,394 — Common Shares Outstanding (Increased from 140,227,818 at December 31, 2024, due to acquisitions.)
• $374.21M — Total Assets (Increased from $354.63M at December 31, 2024, largely due to property, plant, and equipment.)
• $428.79M — Total Liabilities (Significantly increased from $313.19M at December 31, 2024, primarily from new debt.)
• $0.05 — Loss per Common Share (Reported for Q1 2025, with no comparable data for Q1 2024 due to recapitalization.)

Key Players & Entities

• XCF Global Capital, Inc. (company) — registrant and legal acquirer
• New Rise SAF Renewables Limited Liability Company (company) — wholly-owned subsidiary acquired by XCF
• New Rise Renewables, LLC (company) — wholly-owned subsidiary acquired by XCF and accounting acquirer
• Randy Soule (person) — legacy membership interest holder of New Rise SAF
• GL Part I SPV, LLC (company) — legacy membership interest holder of New Rise SAF and New Rise Renewables
• RESC Renewables, LLC (company) — legacy membership interest holder of New Rise Renewables
• Axens North America (company) — licensor for New Rise's SAF conversion technology
• $7,467,201 (dollar_amount) — net loss for the three months ended March 31, 2025
• $54,754,675 (dollar_amount) — accumulated deficit as of March 31, 2025
• $296,009,258 (dollar_amount) — total current liabilities as of March 31, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: XCF Global Capital, Inc. reported a net loss of $7,467,201 for Q1 2025, with no revenue generated. The company's cash position of $557,997 is significantly lower than its total current liabilities of $296,009,258, raising substantial doubt about its ability to continue as a going concern.
• Significant Increase in Liabilities [high — financial]: Total liabilities surged to $428,786,099 as of March 31, 2025, from $313,192,505 at December 31, 2024. This increase is largely driven by a new $100,000,000 convertible note payable to a related party and increased notes payable.
• Dependence on Acquisitions for Asset Growth [medium — operational]: The company's asset growth to $374,214,502 is primarily due to the acquisition of New Rise SAF Renewables LLC and New Rise Renewables, LLC. The lack of organic revenue generation means the company's financial health is heavily tied to the success and integration of these acquired entities.
• Growing Operating Expenses [medium — financial]: Total operating expenses increased to $5,906,285 in Q1 2025 from $4,020,697 in Q1 2024. This rise was driven by a $1,546,865 increase in operating costs and $576,635 in professional fees, further pressuring the company's net loss.
• Accumulated Deficit [medium — financial]: As of March 31, 2025, XCF Global Capital, Inc. has an accumulated deficit of $54,754,675, indicating that the company has historically incurred more losses than profits.

Industry Context

The renewable energy sector, particularly in areas like SAF (Sustainable Aviation Fuel) and renewables, is experiencing significant growth driven by global decarbonization efforts and regulatory mandates. Companies in this space often require substantial capital investment for infrastructure and technology development. Competition can be intense, with established energy players and specialized startups vying for market share and technological advancements.

Regulatory Implications

The company's operations, particularly in the renewable energy sector, are subject to various environmental regulations and potential government incentives or subsidies. Changes in these regulations or the availability of incentives could materially impact the company's financial performance and strategic direction. Compliance with financial reporting standards is also critical, especially given the going concern issues.

What Investors Should Do

1. Scrutinize the integration and performance of the newly acquired New Rise entities, as they are now the primary drivers of the company's asset base and future revenue potential.
2. Evaluate the company's strategy for addressing its substantial accumulated deficit and the path to profitability, given the consistent lack of revenue generation.
3. Assess the terms and implications of the $100,000,000 convertible note payable to a related party, including conversion rights and potential dilution.
4. Monitor any disclosures or actions related to the going concern uncertainty, as this poses a significant risk to the company's continued operations.

Key Dates

• 2025-01-01: Acquisition of New Rise SAF Renewables Limited Liability Company — This acquisition marks a significant strategic shift for XCF Global Capital, Inc., impacting its asset base and future operations.
• 2025-02-01: Acquisition of New Rise Renewables, LLC — Further solidifies the company's strategic direction through the acquisition of a second related entity, contributing to the increase in assets and liabilities.
• 2025-03-31: End of Q1 2025 — Reporting period for the financial statements, highlighting a substantial net loss and a significant increase in liabilities, raising going concern issues.
• 2024-03-31: End of Q1 2024 — Comparison period for Q1 2025 results, showing a smaller net loss of $4,020,697 and lower total liabilities.

Glossary

Accumulated deficit

The total net losses of a company that have not been offset by net income since its inception. (Indicates the company's historical unprofitability, with a deficit of $54,754,675 as of March 31, 2025.)

Reverse asset acquisition

An acquisition where the legal acquirer is effectively the acquired company, and the acquirer's assets and liabilities are recorded at fair value. (Explains why XCF's assets and liabilities were recorded at fair value following the acquisition of New Rise entities.)

Convertible note payable to related party

A debt instrument that can be converted into equity, owed to an entity with a close relationship to the company. (A significant new liability of $100,000,000 incurred in Q1 2025, contributing to the company's increased debt load.)

Going concern

The assumption that a company will continue to operate for the foreseeable future without the threat of liquidation. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)

Year-Over-Year Comparison

Compared to the prior year's Q1, XCF Global Capital, Inc. has seen a significant deterioration in its financial performance. The net loss has nearly doubled from $4,020,697 to $7,467,201, while revenue remains nonexistent. Total liabilities have surged by over $115 million, primarily due to new debt financing related to acquisitions. Operating expenses have also increased substantially, further exacerbating the net loss. The company's balance sheet has been transformed by acquisitions, leading to a large increase in property, plant, and equipment, but also a precarious liquidity position.

Filing Documents

• form10-q.htm (10-Q) — 1100KB
• ex31-1.htm (EX-31.1) — 13KB
• ex31-2.htm (EX-31.2) — 8KB
• ex32-1.htm (EX-32.1) — 5KB
• ex32-2.htm (EX-32.2) — 5KB
• 0001493152-25-015038.txt ( ) — 4845KB
• xcf-20250331.xsd (EX-101.SCH) — 41KB
• xcf-20250331_cal.xml (EX-101.CAL) — 60KB
• xcf-20250331_def.xml (EX-101.DEF) — 154KB
• xcf-20250331_lab.xml (EX-101.LAB) — 310KB
• xcf-20250331_pre.xml (EX-101.PRE) — 245KB
• form10-q_htm.xml (XML) — 537KB

Management's Discussion and Analysis of Financial Condition and Results of Operations – XCF Global Capital, Inc

Management's Discussion and Analysis of Financial Condition and Results of Operations – XCF Global Capital, Inc. 23 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 38 Item 4.

Controls and Procedures

Controls and Procedures 38 PART II. OTHER INFORMATION 40 Item 1.

Legal Proceedings

Legal Proceedings 40 Item 1A.

Risk Factors

Risk Factors 40 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 67 Item 3. Defaults Upon Senior Securities 68 Item 4. Mine Safety Disclosures 69 Item 5. Other Information 69 Item 6. Exhibits 69

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION Item 1. XCF GLOBAL CAPITAL, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL TABLE OF CONTENTS Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 4 Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 5 Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2025 and 2024 6 Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 - 22 3 XCF GLOBAL CAPITAL, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS As of March 31, 2025 As of December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 557,997 $ 407,182 Restricted cash 5,442 5,824 Accounts receivable, net 1,659,111 - Related party receivables 739,917 - Other receivable 950,000 950,000 Security deposit 1,500,000 1,500,000 Other current assets 62,431 62,419 Total current assets 5,474,898 2,925,425 Property, plant and equipment 368,739,604 351,702,307 TOTAL ASSETS $ 374,214,502 $ 354,627,732 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 8,256,911 $ 8,474,052 Related party payable 39,347,649 38,932,248 Professional fees payable 3,532,561 - Loan payable to related party 4,091,426 2,350,000 Notes payable, current portion 112,357,943 110,304,484 Convertible note payable to related party 100,000,000 - Accrued expenses and other current liabilities 28,422,768 20,364,663 Total current liabilities 296,009,258 180,425,447 Financial liability, net of closing costs 132,776,841 132,767,058 TOTAL LIABILITIES 428,786,099 313,192,505 STOCKHOLDERS' EQUITY Preferred stock; $ 0.001 par value, 100,000,000 shares authorized; none issued and outstanding as of March 31, 202

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View this 10-Q filing on SEC EDGAR