XCF Global, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
SAFX$0.07-17.4%Stored close · as of Nov 6, 2026
Contents
Item 1. Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of September 30, 2025 | As of December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $879,168 | $407,182 |
| Restricted cash | 5,316 | 5,824 |
| Accounts receivable, net | 20,299,742 | - |
| Related party receivables | 739,917 | - |
| Other receivable | 950,000 | 950,000 |
| Security deposit | 1,500,000 | 1,500,000 |
| Inventory, net | 4,412,875 | - |
| Other current assets | 192,985 | 62,419 |
| Total current assets | 28,980,003 | 2,925,425 |
| Property, plant and equipment | 379,743,727 | 351,702,307 |
| TOTAL ASSETS | $408,723,730 | $354,627,732 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities | ||
| Accounts payable | $30,747,831 | $8,474,052 |
| Related party payable | 40,287,431 | 38,932,248 |
| Professional fees payable | 8,512,698 | - |
| Loans payable to related party | 13,577,922 | 2,350,000 |
| Notes payable, current portion | 115,439,517 | 110,304,484 |
| Warrant liabilities | 4,080,000 | - |
| Accrued expenses and other current liabilities | 52,813,246 | 20,364,663 |
| Total current liabilities | 265,458,645 | 180,425,447 |
| Financial liability, net of closing costs | 132,796,406 | 132,767,058 |
| Notes payable, net of current maturities | 5,253,117 | - |
| TOTAL LIABILITIES | 403,508,168 | 313,192,505 |
| Commitments and contingencies (Note 11) | - | - |
| STOCKHOLDERS’ EQUITY | ||
| Preferred stock; $0.0001 par value, 50,000,000 shares authorized; none issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | - | - |
| Common Stock; $0.0001 par value, 500,000,000 shares authorized; 149,264,925 and 140,227,818 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 14,926 | 140,228 |
| Additional paid-in capital | 5,645,147 | 70,313,190 |
| Accumulated deficit | (444,511) | (29,018,191) |
| TOTAL STOCKHOLDERS’ EQUITY | 5,215,562 | 41,435,227 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $408,723,730 | $354,627,732 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended · Three Months Ended · Nine Months Ended · Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 · September 30, 2024 · September 30, 2025 · September 30, 2024 | ||||||
| Revenue | $9,553,439 | $ | - | $16,129,671 | $ | - |
| Cost of sales | 6,207,950 | - | 14,019,252 | - | ||
| Gross income | 3,345,489 | - | 2,110,419 | - | ||
| Operating expenses: | ||||||
| Operating expenses | 1,685,518 | 1,402,858 | 5,409,652 | 5,126,423 | ||
| General and administrative expenses | 8,871,322 | 1,995,414 | 19,142,002 | 6,054,709 | ||
| Severance expense | - | - | 13,200,000 | - | ||
| Professional fees | 1,411,503 | - | 13,265,445 | - | ||
| Total operating expenses | 11,968,343 | 3,398,272 | 51,017,099 | 11,181,132 | ||
| Loss from operations | (8,622,854) | (3,398,272) | (48,906,680) | (11,181,132) | ||
| Other income (expense) | ||||||
| Change in the fair value of notes payable | 46,906 | - | 4,844,886 | - | ||
| Change in fair value of warrants | 422,000 | - | 206,588,000 | - | ||
| Loss on issuance of debt | (138,000) | - | (138,000) | - | ||
| Loss on issuance of debt to related party | - | - | (40,531,000) | - | ||
| ELOC commitment fees | - | - | (7,400,000) | - | ||
| Unrealized loss on derivative asset | (97,443) | - | (16,156,071) | - | ||
| Realized gain on derivative asset | 1,316,827 | 1,316,827 | ||||
| Interest income (expense), net | (4,890,850) | 8 | (8,457,721) | 17 | ||
| Other income (expense), net | (551,552) | - | (874,299) | - | ||
| Total other income (expense) | (3,892,112) | 8 | 139,192,622 | 17 | ||
| Net income (loss) | $(12,514,966) | $(3,398,264) | $90,285,942 | $(11,181,115) | ||
| Income (loss) per common share, basic and diluted(1) | $(0.08) | $ | - | $0.69 | $ | - |
| Weighted average number of common shares outstanding, basic and diluted(1) | 149,525,002 | - | 131,104,043 | - | ||
| (1) | The historical common equity structure was in the form of membership percentages, and no shares were issued. As such, reporting periods prior to the three and nine months ended September 30, 2025 will not present share or per share data. |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
| Common · Additional · Retained Earnings | ||||||
|---|---|---|---|---|---|---|
| Stock Shares · Amount · Paid in Capital · (Accumulated Deficit) · Total Equity | ||||||
| Balance as of June 30, 2025 | 149,264,925 | $14,926 | $ | - | $12,070,455 | $12,085,381 |
| Fee Shares to related party | - | - | 1,425,000 | - | 1,425,000 | |
| Stock based compensation associated with restricted stock units | - | - | 4,220,147 | - | 4,220,147 | |
| Net loss | - | - | - | (12,514,966) | (12,514,966) | |
| Balance as of September 30, 2025 | 149,264,925 | $14,926 | $5,645,147 | $(444,511) | $5,215,562 | |
| Common · Additional · Retained Earnings | |||||
|---|---|---|---|---|---|
| Stock Shares | Amount | Paid in Capital | (Accumulated Deficit) | Total Equity | |
| Balance as of December 31, 2024 | 140,227,818 | $140,228 | $70,313,190 | $(29,018,191) | $41,435,227 |
| Recapitalization on February 19, 2025 (Note 1) | 42,850,576 | 42,851 | (70,313,190) | (18,269,283) | (88,539,622) |
| Recapitalization on June 6, 2025 (Note 1) | (57,446,488) | (170,515) | 43,613,494 | (43,442,979) | - |
| Issuance of common stock to Focus Impact in connection with the Business Combination | 5,322,463 | 532 | (226,081,998) | - | (226,081,466) |
| Common stock issued as compensation for ELOC commitment fee | 507,802 | 51 | 7,399,949 | - | 7,400,000 |
| Common stock issued for conversion of loan payable to related party | 10,000,000 | 1,000 | 99,999,000 | - | 100,000,000 |
| Common stock issued to settle non-redemption Agreements in connection with the Business Combination | 622,109 | 62 | 1,239,938 | - | 1,240,000 |
| Common stock issued in connection with the Business Combination | 1,200,000 | 120 | (120) | - | - |
| Common stock issued in conjunction with loan payable to related party | 3,431,096 | 343 | 40,399,657 | - | 40,400,000 |
| Common stock issued in conjunction with promissory notes | 686 | - | 10,000 | - | 10,000 |
| Common stock issued as compensation for severance | 600,000 | 60 | 13,199,940 | - | 13,200,000 |
| Common stock issued as replacement shares to Randy Soule | 1,948,862 | 195 | 19,088,430 | - | 19,088,625 |
| Stock based compensation associated with restricted stock units | - | - | 5,351,857 | - | 5,351,857 |
| Fee Shares to related party | - | - | 1,425,000 | - | 1,425,000 |
| Net income | - | - | - | 90,285,942 | 90,285,942 |
| Balance as of September 30, 2025 | 149,264,925 | $14,926 | $5,645,147 | $(444,511) | $5,215,562 |
| Common Stock · Additional Paid in · Accumulated · Total | |||||
|---|---|---|---|---|---|
| Shares | Amount | Capital | Deficit | Equity | |
| Balance as of June 30, 2024 | 140,227,818 | $140,228 | $35,597,686 | $(13,810,785) | $21,927,129 |
| Net loss | - | - | - | (3,398,264) | (3,398,264) |
| Balance as of September 30, 2024 | 140,227,818 | $140,228 | $35,597,686 | $(17,209,049) | $18,528,865 |
| Members’ Contributions, · Common · Additional | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net of Distributions · Members’ Deficit · Stock Shares · Amount · Paid in Capital · Accumulated Deficit · Total Equity | ||||||||||||
| Balance as of December 31, 2023 | $35,737,914 | $(6,027,934) | - | $ | - | $ | - | $ | - | $29,709,980 | ||
| Recapitalization (Note 1) | (35,737,914) | 6,027,934 | 140,227,818 | 140,228 | 35,597,686 | (6,027,934) | - | |||||
| Net loss | - | - | - | - | - | (11,181,115) | (11,181,115) | |||||
| Balance as of September 30, 2024 | $ | - | $ | - | 140,227,818 | $140,228 | $35,597,686 | $(17,209,049) | $18,528,865 | |||
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