SAFX Files S-1/A for 187M Share Resale; Warrants Deeply Out-of-Money

Ticker: SAFX · Form: S-1/A · Filed: Nov 28, 2025 · CIK: 2019793

Sentiment: bearish

Topics: S-1/A Filing, Share Resale, Warrants, Dilution Risk, Sustainable Aviation Fuel, Emerging Growth Company, SPAC Merger

Related Tickers: SAFX

TL;DR

**SAFX is facing massive dilution risk from selling shareholders, and with warrants underwater, don't expect a cash infusion anytime soon.**

AI Summary

XCF Global, Inc. (SAFX) filed an S-1/A on November 26, 2025, for the resale of up to 187,180,141 shares of Class A common stock by Selling Stockholders. This includes 6,400,000 shares from Private Placement Warrants exercisable at $11.50 per share, expiring June 6, 2030, and 180,780,141 shares received from the Business Combination completed on June 6, 2025. The company will not receive proceeds from the stock sales, only from warrant exercises. The last reported sale price of SAFX common stock was $0.69 per share on November 25, 2025, significantly below the warrant exercise price. XCF Global, formerly Focus Impact BH3 NewCo, Inc., was formed to invest in renewable energy assets and has completed acquisitions in Nevada, Florida, and North Carolina for sustainable aviation fuel (SAF) production. The company is an 'emerging growth company' and 'smaller reporting company,' indicating reduced disclosure requirements and potential for higher risk.

Why It Matters

This S-1/A filing signals a potential flood of 187 million shares onto the market, representing a significant overhang for SAFX investors. The fact that the current stock price of $0.69 is drastically below the $11.50 warrant exercise price means warrant holders are unlikely to exercise, depriving the company of capital. This could pressure SAFX's stock price, impacting existing shareholders and making future capital raises more challenging, especially as the company aims to scale its sustainable aviation fuel production in a competitive renewable energy market.

Risk Assessment

Risk Level: high — The filing explicitly states, 'the sale of the shares by the Selling Stockholders, or the perception in the market that the Selling Stockholders intend to sell a large number of shares, could increase the volatility of the market price of our common stock or result in a significant decline in the public trading price of our common stock.' With 187,180,141 shares registered for resale and a current price of $0.69, the potential for downward pressure is substantial.

Analyst Insight

Investors should exercise extreme caution with SAFX, given the significant share overhang and the deep out-of-the-money warrants. Consider waiting for clarity on how many shares are actually sold and if the company can secure alternative financing for its renewable energy projects before making any investment decisions.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of XCF Global, Inc.'s S-1/A filing?

The S-1/A filing by XCF Global, Inc. (SAFX) is for the registration of up to 187,180,141 shares of Class A common stock for resale by existing Selling Stockholders. This allows these shareholders to sell their shares to the public from time to time.

How many shares are being registered for resale by XCF Global's Selling Stockholders?

A total of up to 187,180,141 shares of Class A common stock are being registered for resale. This includes 6,400,000 shares issuable upon the exercise of Private Placement Warrants and 180,780,141 shares received in connection with the Business Combination.

Will XCF Global, Inc. receive any proceeds from the sale of these shares?

XCF Global, Inc. will not receive any proceeds from the direct sale of common stock by the Selling Stockholders. The company will only receive proceeds if the Private Placement Warrants are exercised for cash, at a price of $11.50 per share.

What is the current market price of XCF Global (SAFX) stock compared to the warrant exercise price?

On November 25, 2025, the last reported sale price of SAFX common stock was $0.69 per share. This is significantly lower than the Private Placement Warrant exercise price of $11.50 per share.

What are the risks associated with this large share registration for XCF Global investors?

The primary risk is potential market volatility and a significant decline in the public trading price of SAFX common stock due to the large number of shares registered for potential resale. The perception that Selling Stockholders intend to sell a large volume of shares could create downward pressure.

When did XCF Global, Inc. complete its Business Combination?

XCF Global, Inc. completed its business combination transaction on June 6, 2025. This transaction involved Focus Impact BH3 Acquisition Company and XCF Global Capital, Inc.

What is XCF Global, Inc.'s core business focus?

XCF Global, Inc. was incorporated to make investments in renewable energy assets and production facilities. The company has completed acquisitions in Nevada, Florida, and North Carolina as the foundation for its first production of sustainable aviation fuel (SAF).

Who are the main holders of the Private Placement Warrants for XCF Global?

The Private Placement Warrants are held by Focus Impact BHAC Sponsor, LLC and Crixus BH3 Sponsor LLC (the Former Sponsor). These warrants entitle holders to purchase one share of common stock at $11.50 per share.

What is the expiration date for XCF Global's Private Placement Warrants?

The Private Placement Warrants for XCF Global, Inc. will expire on June 6, 2030, or earlier upon redemption or liquidation.

Is XCF Global, Inc. considered an 'emerging growth company'?

Yes, XCF Global, Inc. is an 'emerging growth company' and a 'smaller reporting company' as defined under federal securities laws. This allows the company to comply with certain reduced public company reporting requirements.

Risk Factors

Industry Context

XCF Global operates within the rapidly evolving renewable energy sector, with a specific focus on Sustainable Aviation Fuel (SAF). This industry is driven by global decarbonization efforts and increasing regulatory pressure on the aviation sector to reduce its carbon footprint. The market for SAF is projected for significant growth, attracting substantial investment and innovation from both established energy players and specialized green technology firms.

Regulatory Implications

As an 'emerging growth company' and 'smaller reporting company,' XCF Global is subject to reduced disclosure requirements under the JOBS Act. While this can streamline compliance, it may limit the transparency of financial and operational information for investors, potentially increasing the perceived risk associated with the investment.

What Investors Should Do

  1. Monitor operational progress of SAF production facilities.
  2. Evaluate the economic viability of warrant exercises.
  3. Assess competitive landscape and market adoption of SAF.
  4. Scrutinize financial disclosures due to EGC/SRC status.

Key Dates

Glossary

S-1/A
An amendment to a registration statement filed with the SEC. It's used to update or correct information previously filed in an S-1 form, often before an initial public offering or in this case, for the resale of securities. (This filing document provides the basis for the resale of shares and contains critical information about the company and the selling stockholders.)
Class A Common Stock
A class of common stock issued by a company, often with specific voting rights or other privileges that may differ from other classes of stock. (The shares being registered for resale are Class A common stock, representing ownership in XCF Global, Inc.)
Private Placement Warrants
Warrants issued in a private placement transaction, typically to institutional investors or founders, allowing them to purchase shares of the company's stock at a specified price within a certain timeframe. (A significant portion of the shares registered for resale are tied to these warrants, which have an exercise price of $11.50.)
Business Combination
A transaction where two or more companies merge or combine their operations. In this context, it refers to the merger of Focus Impact BH3 NewCo, Inc. with Legacy XCF. (This transaction is the foundational event that created the current entity, XCF Global, Inc., and brought its renewable energy assets under public scrutiny.)
Sustainable Aviation Fuel (SAF)
A type of jet fuel produced from renewable resources, such as used cooking oil, agricultural waste, or forestry residues, aimed at reducing carbon emissions in air travel. (This is a key focus area for XCF Global's investments and operations, indicating the company's strategic positioning within the growing green energy market.)
Emerging Growth Company
A designation under the JOBS Act for companies with less than $1.235 billion in annual gross revenue that are allowed to take advantage of certain exemptions from reporting requirements. (This status implies reduced disclosure obligations for XCF Global, which can impact the depth of information available to investors.)
Smaller Reporting Company
A company that meets certain thresholds for public float and annual revenue, allowing for scaled-down disclosure requirements compared to larger public companies. (Similar to 'Emerging Growth Company,' this status indicates less stringent reporting, potentially affecting investor due diligence.)

Year-Over-Year Comparison

This S-1/A filing represents a significant update following the business combination completed on June 6, 2025. Previous filings would have been under the entity Focus Impact BH3 NewCo, Inc. Key differences include the formalization of XCF Global, Inc. as the operating entity and the registration of shares for resale by selling stockholders, including those from the business combination and warrant exercises. Specific financial metrics like revenue, net income, and margins are not yet available in this filing as it primarily concerns the resale of existing shares and does not represent a new capital raise for the company itself.

Filing Stats: 4,577 words · 18 min read · ~15 pages · Grade level 17.3 · Accepted 2025-11-26 21:04:36

Key Financial Figures

Filing Documents

RISK FACTORS

RISK FACTORS 11 MARKET INDUSTRY AND DATA 39

USE OF PROCEEDS

USE OF PROCEEDS 40 DETERMINATION OF OFFERING PRICE 41 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 41 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 55

BUSINESS

BUSINESS 116 MANAGEMENT 147

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 155 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 165 TRANSACTIONS RELATED TO THE OFFERING UNDER THIS PROSPECTUS 170

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 171 SELLING STOCKHOLDERS 172

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 175 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 185 PLAN OF DISTRIBUTION 189 LEGAL MATTERS 190 EXPERTS 190 WHERE YOU CAN FIND MORE INFORMATION 190 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the Shares offered by them described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholders of the Shares offered by them described in this prospectus. You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus we file with the SEC. Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus titled "Where You Can Find More Information." The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financia

Business

Business Combination On March 11, 2024, Focus Impact, NewCo, Merger Sub 1, Merger Sub 2, and Legacy XCF entered into the Business Combination Agreement, pursuant to which Focus Impact agreed to combine with Legacy XCF in a series of transactions that would result in NewCo becoming a publicly traded company (collectively, the "Business Combination"). On June 6, 2025 (the "Closing Date"), the parties to the Business Combination Agreement completed the Business Combination. In connection with the closing of the Business Combination, NewCo changed its name to "XCF Global, Inc." 3 The terms of the Business Combination Agreement provided that the Business Combination would be completed on the Closing Date in two steps, with (i) Focus Impact merging with and into Merger Sub 1 (the "NewCo Merger"), with Merger Sub 1 surviving the NewCo Merger as a direct wholly owned subsidiary of NewCo and (ii) immediately following the NewCo Merger, Merger Sub 2 merging with and into XCF (the "Company Merger"), with XCF surviving the Company Merger as a direct wholly owned subsidiary of NewCo. Pursuant to the terms of the Business Combination Agreement: in connection with the completion of the NewCo Merger (i) each share of Focus Impact Class A common stock, par value $0.0001 per share outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one share of New XCF Class A common stock, par value $0.0001 per share ("New XCF Common Stock") (rounded down to the nearest whole share), (ii) each share of Focus Impact Class B common stock, par value $0.0001 per share outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one share of New XCF Common Stock and (iii) each warrant of Focus Impact outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one New XCF Warrant, with New XCF assuming Focus Impact's rights and obligati

View Full Filing

View this S-1/A filing on SEC EDGAR

View on Read The Filing