XCF Global Plunges to $117M Loss Amid SAF Ramp-Up, Soaring Costs

TL;DR

**XCF Global's massive losses and ballooning debt signal a risky bet on SAF, making it a speculative play for traders.**

AI Summary

XCF Global Capital, Inc. reported a significant net loss of $117,152,447 for the six months ended June 30, 2025, a substantial increase from the $7,782,851 net loss in the prior year period. Revenue for the six months ended June 30, 2025, was $6,576,232, with no revenue reported in the comparable 2024 period, indicating the start of operations. The company incurred a gross loss of $1,235,070 for the six-month period. Operating expenses surged to $39,048,758 from $7,782,860, driven by a $13,200,000 severance expense and $11,853,942 in professional fees. Other income (expense) included a $40,531,000 loss on issuance of debt to a related party and a $24,970,003 unrealized loss on a derivative asset. Total assets increased to $392,062,332 as of June 30, 2025, from $354,627,732 at December 31, 2024, primarily due to a rise in property, plant, and equipment to $374,166,216. Total liabilities also grew significantly to $366,177,465 from $313,192,505, with current liabilities reaching $233,390,842, including $113,512,986 in current portion of notes payable. The company completed the acquisition of New Rise SAF Renewables Limited Liability Company and New Rise Renewables, LLC in January and February 2025, respectively, and began initial production of SAF and renewable naphtha in February 2025 at the New Rise Reno facility.

Why It Matters

This filing reveals XCF Global Capital, Inc.'s challenging financial position as it transitions into renewable fuel production, particularly Sustainable Aviation Fuel (SAF). The substantial net loss and increased liabilities could raise investor concerns about the company's path to profitability and its ability to fund future growth in a highly capital-intensive industry. For employees, the $13,200,000 severance expense indicates significant organizational changes. Customers, particularly Phillips 66 under the Supply and Offtake Agreement, will be watching the ramp-up of renewable diesel production at the New Rise Reno facility. In the broader market, XCF's struggles highlight the execution risks and high costs associated with scaling up new renewable energy technologies, potentially impacting investor sentiment towards emerging SAF producers competing with established energy players.

Risk Assessment

Risk Level: high — The company reported a net loss of $117,152,447 for the six months ended June 30, 2025, a significant increase from $7,782,851 in the prior year. Total liabilities surged to $366,177,465 from $313,192,505, with current liabilities at $233,390,842, including $113,512,986 in current notes payable, indicating substantial short-term obligations and a negative working capital position.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence. Given the substantial net losses, high operating expenses, and significant debt, this company is highly speculative. Consider waiting for clear signs of sustained revenue growth, improved operational efficiency, and a reduction in net losses before considering an investment.

Financial Highlights

debt To Equity

1.04

revenue

$6,576,232

operating Margin

-593.7%

total Assets

$392,062,332

total Debt

$366,177,465

net Income

-$117,152,447

eps

N/A

gross Margin

-18.8%

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $117,152,447 — Net Loss (Increased significantly from $7,782,851 in prior year period)
• $6,576,232 — Revenue (First reported revenue for the six months ended June 30, 2025, compared to $0 in 2024)
• $39,048,758 — Total Operating Expenses (Increased from $7,782,860 in prior year period)
• $13,200,000 — Severance Expense (Incurred during the six months ended June 30, 2025)
• $40,531,000 — Loss on Issuance of Debt to Related Party (Significant other expense for the six months ended June 30, 2025)
• $392,062,332 — Total Assets (Increased from $354,627,732 at December 31, 2024)
• $366,177,465 — Total Liabilities (Increased from $313,192,505 at December 31, 2024)
• $113,512,986 — Notes Payable, Current Portion (Significant portion of current liabilities as of June 30, 2025)
• $7,400,000 — ELOC Commitment Fees (Expense incurred for equity line of credit agreement)
• $24,970,003 — Unrealized Loss on Derivative Asset (Significant other expense for the six months ended June 30, 2025)

Key Players & Entities

• XCF Global Capital, Inc. (company) — registrant
• New Rise SAF Renewables Limited Liability Company (company) — acquired subsidiary
• New Rise Renewables, LLC (company) — acquired subsidiary
• Phillips 66 (company) — offtake agreement partner
• Helena Global Investment Opportunities I Ltd (company) — ELOC agreement counterparty
• 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
• NASDAQ (regulator) — stock exchange for parent company
• XCF Global, Inc. (company) — parent company

FAQ

Risk Factors

• Significant Net Loss and Operational Ramp-up [high — financial]: The company reported a substantial net loss of $117,152,447 for the six months ended June 30, 2025, a significant increase from the prior year. This is driven by high operating expenses, including $13,200,000 in severance and $11,853,942 in professional fees, as the company ramps up operations post-acquisition.
• High Operating Expenses and Gross Loss [high — financial]: Operating expenses surged to $39,048,758 from $7,782,860 in the prior year period. The company incurred a gross loss of $1,235,070, indicating that the cost of goods sold exceeded revenue during the initial operational phase.
• Significant Debt and Related Party Transactions [high — financial]: Total liabilities grew to $366,177,465, with current liabilities at $233,390,842, including $113,512,986 in the current portion of notes payable. A $40,531,000 loss on issuance of debt to a related party highlights potential financial risks and related party dependencies.
• Derivative Asset Volatility [medium — financial]: The company recorded a $24,970,003 unrealized loss on a derivative asset. This indicates exposure to market fluctuations and potential for significant financial impact from derivative instruments.
• Integration and Production Ramp-up Risk [high — operational]: The company recently completed the acquisition of New Rise SAF Renewables and began initial production. Risks associated with integrating these new operations, achieving efficient production levels, and meeting market demand are significant.
• Reliance on Equity Line of Credit [medium — financial]: The company has an ELOC agreement with Helena Global Investment Opportunities I Ltd for up to $50,000,000. While not yet utilized, reliance on this facility for future funding introduces dilution risk and dependence on the counterparty.
• SAF and Renewable Fuel Regulations [medium — regulatory]: The production of Sustainable Aviation Fuel (SAF) and renewable naphtha is subject to evolving environmental regulations and compliance standards. Changes in these regulations could impact operational costs and market access.
• High Fixed Asset Investment [medium — financial]: Total assets increased to $392,062,332, largely driven by property, plant, and equipment valued at $374,166,216. This significant investment in fixed assets requires substantial revenue generation to provide adequate returns.

Industry Context

The renewable fuels sector, particularly Sustainable Aviation Fuel (SAF), is experiencing significant growth driven by environmental concerns and regulatory mandates. Companies like XCF Global Capital are entering this space through acquisitions and new production facilities. However, the industry is capital-intensive and faces challenges related to feedstock availability, production scalability, and evolving technological and regulatory landscapes.

Regulatory Implications

XCF Global Capital's operations in producing SAF and renewable naphtha are subject to environmental regulations and potential carbon credit schemes. Compliance with these evolving standards is crucial for market access and operational sustainability. Changes in government incentives or mandates for renewable fuels could significantly impact the company's financial performance.

What Investors Should Do

1. Monitor the company's ability to scale production and achieve profitability given the significant operating losses and gross loss.
2. Analyze the terms and utilization of the ELOC facility, assessing the potential for future dilution and funding needs.
3. Evaluate the impact of the substantial debt load and the loss on issuance of debt to a related party on the company's financial stability.
4. Assess the long-term viability and market demand for SAF and renewable naphtha in light of industry competition and regulatory developments.
5. Scrutinize the valuation and performance of the company's significant fixed asset base, particularly the newly acquired production facilities.

Key Dates

• 2025-01-01: Acquisition of New Rise SAF Renewables Limited Liability Company — Marks a significant step in the company's strategy to enter the renewable fuels market.
• 2025-02-01: Acquisition of New Rise Renewables, LLC — Further solidifies the company's position in the renewable energy sector.
• 2025-02-01: Commencement of initial production of SAF and renewable naphtha — Indicates the start of revenue-generating operations for the newly acquired businesses.
• 2025-05-30: Entry into ELOC Agreement with Helena Global Investment Opportunities I Ltd — Provides a potential future funding source of up to $50,000,000, though with associated commitment fees and potential dilution.
• 2025-05-31: Issuance of ELOC Commitment Shares — Represents a $7,400,000 expense related to securing the ELOC facility.
• 2025-06-06: Closing of Business Combination with Focus Impact BH3 Acquisition Company — Resulted in the formation of the new publicly-traded entity, XCF Global, Inc., and listing on NASDAQ.

Glossary

SAF

Sustainable Aviation Fuel, a type of jet fuel produced from renewable resources. (XCF Global Capital is now involved in the production of SAF, a key growth area in the aviation industry.)

Renewable Naphtha

A petroleum distillate produced from renewable feedstocks, used as a feedstock for petrochemicals or as a biofuel component. (Represents another product line for XCF Global Capital in the renewable energy and chemical sectors.)

ELOC Agreement

Equity Line of Credit Agreement, a financing arrangement where a company can sell shares to an investor over time up to a specified amount. (Provides XCF Global Capital with a potential future funding source, but also carries risks of dilution and commitment fees.)

Unrealized Loss on Derivative Asset

A decrease in the value of a derivative financial instrument that has not yet been sold or settled. (Indicates a negative impact on the company's financial performance due to market fluctuations in its derivative holdings.)

Loss on Issuance of Debt to Related Party

A loss recognized when debt is issued to an entity with a close relationship to the issuer, often due to unfavorable terms or valuation. (Highlights a significant expense and potential financial strain related to transactions with affiliated parties.)

Business Combination

A transaction where two or more companies combine into a single entity. (The recent business combination led to the formation of the new XCF Global, Inc. and its public listing.)

Year-Over-Year Comparison

Compared to the prior year period, XCF Global Capital has transitioned from a period of minimal activity to active operations, reflected in the reporting of $6,576,232 in revenue. However, this operational ramp-up has come at a significant cost, with net losses widening dramatically from $7,782,851 to $117,152,447. Operating expenses have surged, and the company now reports a gross loss, indicating early-stage challenges in cost management and production efficiency. New risks related to debt, derivative instruments, and the integration of acquired assets have emerged.

Filing Documents

• form10-q.htm (10-Q) — 1594KB
• ex31-1.htm (EX-31.1) — 12KB
• ex31-2.htm (EX-31.2) — 12KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 6KB
• 0001493152-25-022139.txt ( ) — 6351KB
• xcf-20250630.xsd (EX-101.SCH) — 49KB
• xcf-20250630_cal.xml (EX-101.CAL) — 70KB
• xcf-20250630_def.xml (EX-101.DEF) — 192KB
• xcf-20250630_lab.xml (EX-101.LAB) — 382KB
• xcf-20250630_pre.xml (EX-101.PRE) — 292KB
• form10-q_htm.xml (XML) — 805KB

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. 24 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 40 Item 4.

Controls and Procedures

Controls and Procedures 40 PART II. OTHER INFORMATION 42 Item 1.

Legal Proceedings

Legal Proceedings 42 Item 1A.

Risk Factors

Risk Factors 42 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 69 Item 3. Defaults Upon Senior Securities 70 Item 4. Mine Safety Disclosures 72 Item 5. Other Information 72 Item 6. Exhibits 72

SIGNATURES

SIGNATURES 75 2 PART I. FINANCIAL INFORMATION Item 1. XCF GLOBAL CAPITAL, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 4 Unaudited Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2025 and 2024 5 Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three and six month periods ended June 30, 2025 and 2024 6 Unaudited Condensed Consolidated Statements of Cash Flows for the six month period ended June 30, 2025 and 2024 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 - 23 3 XCF GLOBAL CAPITAL, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS As of June 30, 2025 As of December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 405,575 $ 407,182 Restricted cash 5,316 5,824 Accounts receivable, net 9,852,154 - Related party receivables 739,917 - Other receivable 950,000 950,000 Derivative asset 1,029,997 - Security deposit 1,500,000 1,500,000 Inventory, net 3,350,725 - Other current assets 62,432 62,419 Total current assets 17,896,116 2,925,425 Property, plant and equipment 374,166,216 351,702,307 TOTAL ASSETS $ 392,062,332 $ 354,627,732 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 21,735,711 $ 8,474,052 Related party payable 40,597,432 38,932,248 Professional fees payable 7,890,660 - Loan payable to related party 6,890,158 2,350,000 Notes payable, current portion 113,512,986 110,304,484 Accrued expenses and other current liabilities 42,763,895 20,364,663 Total current liabilities 233,390,842 180,425,447 Financial liability, net of closing costs 132,786,623 132,767,058 TOTAL LIABILITIES 366,177,465 313,192,505 STOCKHOLDERS' EQUITY Preferred stock; $ 0.001 par value, 100,000,000 shares autho

Business

Business Combination On March 11, 2024, XCF entered into a business combination agreement (the "Business Combination Agreement") with Focus Impact BH3 Acquisition Company ("Focus Impact"), Focus Impact BH3 Newco, Inc., ("NewCo") a wholly owned subsidiary of Focus Impact, Focus Impact BH3 Merger Sub 1, LLC, a wholly owned subsidiary of NewCo ("Merger Sub 1"), and Focus Impact BH3 Merger Sub 2, Inc., a wholly owned subsidiary of NewCo ("Merger Sub 2"). The business combination was effected in two steps: (a) Focus Impact merged with and into Merger Sub 1, with Merger Sub 1 being the surviving entity as a wholly owned subsidiary of NewCo; and (b) immediately after, Merger Sub 2 merged with and into XCF, with XCF continuing as a wholly-owned subsidiary of NewCo (these transactions, collectively, the "Business Combination"). The Business Combination closed on June 6, 2025 (the "Closing Date"). As a result of the Business Combination, NewCo, subsequently changed its name to XCF Global, Inc. ("New XCF" or "Parent Company") and became a new publicly-traded company on NASDAQ (Nasdaq: SAFX). In connection with the closing of the Business Combination all shares of Class A common stock of XCF outstanding as of immediately prior to the Business Combination were cancelled and automatically converted into the right to receive an aggregate 142,130,632 shares of New XCF Class A common stock, par value $ 0.0001 per share. All shares of outstanding common stock of XCF are held by its parent company, New XCF. 8 XCF GLOBAL CAPITAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Conversion of Convertible Note to related party In connection with the closing of the Business Combination, an outstanding XCF convertible note to related party with an aggregate principal amount of $ 100,000,000 was converted into 10,000,000 shares of New XCF Class A common stock. Refer to Note 9 for further information on the Company's convertible notes. ELOC Agreement On

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View this 10-Q filing on SEC EDGAR