Overview
XCF Global Capital, Inc. reported new and amended financing agreements, executive changes, production updates, and challenges related to outstanding loan and lease defaults in its Form 8-K filed June 2, 2025.
Recent Financing Arrangements
- Entered/amended multiple promissory notes (GL, Innovativ Media, Narrow Road, Cribb, Helena) totaling over $7 million, each with specific interest and equity components.
- Qualified Financing Events (min. $15M, $3M minimum cash balance post-closing) required for repayment triggers on most notes.
- Helena Note includes advanced share transfer and contingent payment obligations if sales of shares are insufficient for loan settlement.
- Equity Line of Credit Agreement enables up to $50 million in future equity sales to Helena Global Investment.
Business Combination & Related Amendments
- Extended the Business Combination Agreement termination date from May 31, 2025 to June 30, 2025 via Amendment No. 3.
- Share issuances, restricted stock units, and equity compensation plans linked to completion of the business combination with Focus Impact BH3 Acquisition Company.
Defaults and Financial Risks
- New Rise Renewables Reno, LLC is in default on a $112.6 million Greater Nevada Credit Union (GNCU) loan and an $18.5 million Twain ground lease.
- Defaults risk facility foreclosure, operational disruption, and impairment of business plan execution.
- XCF is negotiating with GNCU and Twain for potential forbearance or payment rescheduling, while seeking refinancing options.
Executive Appointments and Departures
- Appointed Pamela M. Abowd as Chief Accounting Officer (effective April 16, 2025) and Jonathan Seeley as Vice President, Treasurer (effective April 2025).
- Amended executive employment agreements to include additional share grants and benefits upon business combination closing.
- Executed separation agreements for Chief Accounting Officer Joseph Cunningham and Chief Business Development Officer Stephen Goodwin, both retiring in early 2025 with cash and equity packages.
Production and Operational Updates
- Reno facility converted to SAF production in Oct 2024, began SAF/renewable naphtha output in Feb 2025, first deliveries in Mar 2025.
- Initial SAF production at ~50% capacity; temporarily switched to full-capacity renewable diesel production due to processing review.
- Plan to resume SAF production by or before Q3 2025, but delays may impact revenue and profitability.
Decisions
- Extend Business Combination Agreement termination date to June 30, 2025
- Appoint new Chief Accounting Officer and Vice President, Treasurer
- Amend and execute multiple financing agreements
Action Items
- TBD – XCF: Complete ongoing refinancing efforts for GNCU loan and Twain lease.
- TBD – XCF: Negotiate potential forbearance or modified payment terms with GNCU and Twain.
- TBD – XCF: Resume SAF production at Reno facility by or before Q3 2025.
Key Dates / Deadlines
- May 27, 2025: Deadline set by GNCU for late payment on loan (missed as of filing date).
- September 30, 2025: Due dates for Narrow Road and Cribb Notes.
- June 30, 2025: Extended Business Combination Agreement termination date.
Questions / Follow-Ups
- Will agreements be reached with GNCU or Twain to avoid foreclosure and stabilize finances?
- Can XCF secure sufficient refinancing to resolve current defaults?
- When will full-capacity SAF production resume at the Reno facility?