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Existential event
Time-sensitive event — see the red-flag panel below for the source-quoted detail.
Red Flags Detected
- Going Concern (new) — Management identified substantial doubt about XCF's ability to continue as a going concern due to losses and limited cash ($1.0M as of March 31, 2026). DevvStream Corp. (an entity XCF is acquiring) also has auditor-raised going-concern doubt.
- Related-party (new) — XCF depends on two major shareholders (Randy Soule and EEME/Singal) for institutional knowledge of the Reno facility despite no formal management roles. Encore DEC (Soule) is selling 37.0M shares in this offering. XCF settled related-party convertible debt by issuing shares at deep discounts, recognizing $3.4M in inducement expenses.
- Concentration (new) — XCF operates a single production facility (New Rise Reno). Phillips 66 provided 100% of feedstocks and purchased 100% of output until terminating the agreement May 1, 2026. Replacement BGN tolling agreement is non-binding; definitive contract not yet executed.
- Cryptocurrency Treasury Strategy (new) — Filing discloses a named Bitcoin treasury/financing strategy. On minimal cash with going-concern doubt, this non-standard treasury pivot is material even when a related financing line moves out of Recent Developments.
XCF Global registers 212.8M-share secondary offering by insiders; company receives no proceeds
Filed August 19, 2026 · ~2 min read
Key Changes
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high
Secondary-only offering: 212,770,019 shares sold by existing stockholders, zero proceeds to the company. EEME Energy SPV I (103.3M shares) and Encore DEC/Randy Soule (37.0M shares) are the largest sellers.
The Offering verify on EDGAR → -
high
GAAP net loss of $10.1M for the nine months ended April 30, 2026 (DevvStream Corp., an entity XCF is acquiring). DevvStream has a shareholders' deficiency of $12.3M and its auditor raised substantial doubt about its ability to continue as a going concern.
Business view on EDGAR → -
high
XCF's only operating facility (New Rise Reno) is in default on a $112.6M USDA-guaranteed loan (~$32.5M past due) and a ground lease (~$34.3M past due including penalties). Lender and landlord have forbearance agreements but retain foreclosure/eviction rights.
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Phillips 66 terminated XCF's sole feedstock supply and offtake agreement effective May 1, 2026. XCF entered a non-binding term sheet with BGN for a replacement tolling agreement; definitive contract targeted by November 15, 2026 but not yet executed.
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high
XCF management identified substantial doubt about the company's ability to continue as a going concern due to losses and limited cash ($1.0M as of March 31, 2026). The company is in default on ~$68M in obligations across four creditors.
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high
The Reno facility became fully operational July 9, 2026, producing renewable diesel (not SAF) at ~55,000 gallons/day (~61% of nameplate capacity). SAF production expected to resume in Q4 2026 but timing uncertain.
Summary
XCF Global is registering 212,770,019 shares for resale by existing stockholders in a secondary-only offering. The company receives zero proceeds—all proceeds go to the selling insiders, led by EEME Energy SPV I (103.3M shares) and Encore DEC/Randy Soule (37.0M shares).
XCF went public via SPAC merger in June 2025 and operates a single renewable fuels facility in Reno, Nevada, which became fully operational in July 2026 producing renewable diesel at ~61% of nameplate capacity. The company intends to resume sustainable aviation fuel (SAF) production in Q4 2026 but timing is uncertain. XCF faces severe liquidity and operational challenges.
Management identified substantial doubt about the company's ability to continue as a going concern, with only $1.0M in cash as of March 31, 2026. The Reno facility is in default on a $112.6M USDA-guaranteed loan (~$32.5M past due) and a ground lease (~$34.3M past due including penalties); lender and landlord retain foreclosure and eviction rights despite forbearance agreements. Phillips 66 terminated XCF's sole feedstock supply and offtake agreement effective May 1, 2026, and the replacement BGN tolling agreement remains non-binding with a November 15, 2026 target for definitive documentation. XCF is also acquiring DevvStream Corp., which reported a $10.1M GAAP net loss for the nine months ended April 30, 2026, has a $12.3M shareholders' deficiency, and faces auditor-raised going-concern doubt. XCF depends on two major shareholders (Soule and EEME/Singal) for institutional knowledge of the Reno facility despite their lack of formal management roles, and both are selling shares in this offering. The filing also discloses a named Bitcoin treasury/financing strategy, adding non-standard treasury and regulatory risk for a company with minimal cash.
Section-by-Section Diff
The Offering · The Offering
Secondary offering of up to 212,770,019 shares by selling stockholders; company receives no proceeds; stock trading at $0.442 on August 14, 2026.
Added in current filing · verify on EDGAR →
We are not selling any securities under this prospectus and will not receive any proceeds from the sale of common stock by the Selling Stockholders pursuant to this prospectus.
This is a secondary offering only — all 212,770,019 shares are being sold by existing stockholders, not by the company. The company receives zero proceeds from these sales; all proceeds go to the selling stockholders.
Added in current filing · verify on EDGAR →
Up to 212,770,019 shares of common stock
Selling stockholders may sell up to 212,770,019 shares. With 411,676,896 shares outstanding as of August 18, 2026, this represents approximately 51.7% of the current share base being registered for potential sale by insiders.
Added in current filing · verify on EDGAR →
On August 14, 2026, the last reported sale price of our common stock was $0.442 per share.
The stock is already publicly traded on Nasdaq under symbol SAFX at $0.442 per share as of August 14, 2026. This is a resale registration for existing shares, not an initial public offering.
Added in current filing · verify on EDGAR →
The Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
Selling stockholders have flexibility to sell shares at various price points — fixed, market, or negotiated — on Nasdaq or in private transactions. This creates uncertainty about timing and pricing of insider sales.
Prospectus Summary · Prospectus Summary
XCF Global produces sustainable aviation fuel from waste feedstocks via its New Rise Reno facility and owns two dormant biodiesel plants.
Added in current filing · verify on EDGAR →
the Prior Business Combination between Focus Impact BH3 Acquisition Company, a Delaware corporation (“Focus Impact”), Focus Impact BH3 NewCo, Inc., a Delaware corporation (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”), and XCF Global Capital, Inc., a Nevada corporation (“Legacy XCF”), on June 6, 2025.
XCF Global is the result of a SPAC merger completed June 6, 2025, between Focus Impact BH3 Acquisition Company and Legacy XCF (a Nevada corporation incorporated January 20, 2023). The company went public through this business combination rather than a traditional IPO.
Added in current filing · verify on EDGAR →
Our initial operations include the New Rise Reno Renewables LLC (“New Rise Reno”) renewable fuel production facility. Legacy XCF completed acquisitions of New Rise SAF Renewables, LLC (“New Rise SAF”) and New Rise Renewables, LLC (“New Rise Renewables”) (collectively, New Rise SAF and New Rise Renewables are referred to as “New Rise”) on January 23, 2025 and February 19, 2025 respectively.
The company's only operating facility is New Rise Reno, acquired in two transactions in January and February 2025. The company also owns dormant biodiesel plants in Fort Myers, Florida and Wilson, North Carolina that it is considering for future build-out into SAF or renewable fuel facilities.
Added in current filing · verify on EDGAR →
XCF is currently one of the few publicly traded renewable fuels companies primarily focused on SAF and renewable fuels in the United States, with the stated intention to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners.
The company positions itself as differentiated from competitors by being a pure-play SAF producer rather than a legacy oil refiner. It intends to build a nationwide portfolio of SAF production facilities using waste-based feedstocks and implement a fully integrated business model from feedstock supply through sales.
Use of Proceeds · Use of Proceeds
All shares are sold by selling stockholders; the company receives no proceeds from this offering.
Added in current filing · verify on EDGAR →
All of the shares of our common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their own account. We will not receive any of the proceeds from the resale of the shares of common stock by the Selling Stockholders.
This is a secondary offering where existing stockholders are selling their shares. The company will receive zero dollars from the sale of these shares — all proceeds go to the selling stockholders. This means the offering does not raise capital for the company's operations or growth.
Added in current filing · verify on EDGAR →
The Selling Stockholders will offer the shares of common stock at the prevailing market prices or at privately negotiated prices as it may determine from time to time. We have no control over the prices at which the Selling Stockholders may offer and sell the shares of common stock they hold under this prospectus.
The selling stockholders control the timing and pricing of share sales, which will occur at market prices or through private negotiations. The company has no control over when or at what price these shares will be sold, creating uncertainty about the supply of shares hitting the market.
Added in current filing · verify on EDGAR →
XCF has not paid any cash dividends on its capital stock and we do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business.
The company has never paid dividends and does not plan to pay any in the foreseeable future. All earnings will be retained for business development and expansion, meaning investors should expect returns only through stock price appreciation, not dividend income.
Risk Factors · Risk Factors
Company faces going concern doubt, production facility disputes with landlord and lender, terminated Phillips 66 supply agreement, and no definitive BGN tolling deal.
Added in current filing · verify on EDGAR →
Our cash and cash equivalents as of March 31, 2026, on a consolidated basis, totaled $1,047,539. Based on our losses to date and limited cash resources, our management has identified substantial doubt about our ability to continue as a going concern.
The company held only $1,047,539 in cash as of March 31, 2026, and management has identified substantial doubt about its ability to continue as a going concern. The company has not secured sufficient financing to fund its business plan or meet current financial obligations, and available financing is not expected to be sufficient.
Added in current filing · verify on EDGAR →
On April 2, 2026, Phillips 66 delivered notice to New Rise Reno of termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026.
Phillips 66 terminated the supply and offtake agreement that provided 100% of feedstocks and purchased 100% of renewable diesel/SAF from the company's only operating facility. The parties are in dispute over feedstock ownership and amounts owed, with uncertain resolution. This eliminates the company's primary feedstock source and offtake arrangement.
Added in current filing · verify on EDGAR →
The landlord under the ground lease has provided notice to New Rise Reno asserting that New Rise Reno is in default of the terms of the ground lease for its failure to make certain payments
The landlord of the company's only operating production facility has asserted default for failure to make payments. Under a forbearance agreement dated April 29, 2026, the landlord agreed to forbear from exercising remedies (including termination and taking possession) until January 1, 2027, in exchange for 4,000,000 shares of common stock. If the landlord exercises possessory or foreclosure remedies, it could result in temporary or permanent cessation of operations.
Added in current filing · verify on EDGAR →
By letter dated August 6, 2025 from counsel to the lender to New Rise Reno, the lender notified New Rise Reno of (1) additional events of default under the existing loan documents relating to the loan, (2) failure to timely cure the ongoing payment default by the deadline set forth in the demand to cure addressed to New Rise Reno dated March 3, 2025, and (3) the acceleration of the full unpaid balances of the loan pursuant to the lender’s rights under the loan documents. The acceleration notice indicated that the amount owing as of August 5, 2025, excluding applicable fees, costs, and penalties, is $130,671,882.10.
The lender financing the company's only operating facility notified the company of default and accelerated $130,671,882.10 in unpaid loan balances as of August 5, 2025 (excluding fees, costs, and penalties). Although the lender withdrew the acceleration notice on August 27, 2025, it did not withdraw the notice of default or the demand to cure. The lender's remedies include foreclosure on the production facility, which could result in cessation of operations.
Added in current filing · verify on EDGAR →
On April 9, 2026, the Company entered into a term sheet (the “BGN Term Sheet”) for a renewable fuel tolling agreement with BGN INT (“BGN”), an independent global energy and commodities group, pursuant to which it is anticipated that the Company will provide inside-the-fence logistics, production and refining services, storage and blending as well as marketing support in coordination with BGN’s sales and logistics teams. The initial term of the BGN Term Sheet is three years from the commencement of production. The parties have agreed to work in good faith to execute a definitive long form tolling agreement by November 15, 2026.
The company entered into a non-binding term sheet with BGN on April 9, 2026, for a three-year tolling agreement to replace the terminated Phillips 66 arrangement. The parties agreed to work in good faith to execute a definitive agreement by November 15, 2026, but no binding contract exists. Failure to execute a definitive agreement with BGN could materially and adversely affect revenues, profitability, and liquidity.
Added in current filing · verify on EDGAR →
We continue to rely on Soule and EEME, two of our largest shareholder groups for certain funding and legacy knowledge of our New Rise Reno production facility, which they have gained through historical involvement in its development. Soule previously owned and operated New Rise Renewables, LLC (the predecessor to XCF Global, Inc.) through his prior ownership of RESC Renewables, LLC, and his wholly owned entity, Encore, served as the engineering procurement and construction contractor for the construction and subsequent conversion of the facility. As mentioned above, GL Part SPV I, LLC, GL Part SPV II, LLC, and EEME are all owned by Ms. Ladnier. Although Soule and Mr. Singal do not serve as executive officers, employees, or directors of XCF Global, Inc. or its subsidiaries, XCF Global continues to rely on their institutional knowledge, certain historical relationships with vendors and contractors, and familiarity with the New Rise facility. If Soule or Mr. Singal were to withdraw their support, restrict access to institutional knowledge, or pursue business activities that compete with or conflict with our interests, its operations and financial and strategic flexibility could be adversely affected.
The company depends on two major shareholders (Soule and EEME/Singal) for institutional knowledge of its primary production facility, vendor relationships, and operational familiarity, despite these individuals not holding formal management roles. If either withdrew support or pursued competing activities, operations could be disrupted. The company states it is working to reduce this reliance but provides no assurance of success.
Added in current filing · verify on EDGAR →
For example, New Rise Reno has already experienced certain periods of reduced throughput and downtime typical of commissioning and early-stage operations. While such early interruptions are not uncommon in production facilities, they may affect near-term production and cash flow.
The company's primary facility (New Rise Reno) has experienced reduced throughput and downtime during commissioning and early operations, affecting near-term production and cash flow. This is disclosed as typical for new facilities but signals execution risk in ramping to commercial-scale operations.
Added in current filing · verify on EDGAR →
During the initial phase of production ramp-up of SAF, the Reno production facility operated at approximately 50% capacity. Our New Rise Reno team has been reviewing the catalyst processing for SAF to meet nameplate capacity and, on June 1, 2026, announced the receipt of process catalyst at the facility. While ramp-up processes are being undertaken and until final acceptance, management has made the determination to temporarily produce renewable diesel which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity without any additional modifications to the facility.
The Reno facility operated at only 50% capacity during SAF ramp-up. Management decided to temporarily switch to renewable diesel production at 2,000 barrels per day (20% below nameplate capacity) while addressing catalyst processing issues for SAF. This indicates the company is not yet producing its core product at commercial scale and has pivoted to an alternative fuel to generate revenue.
MD&A · Management's Discussion and Analysis
XCF operates a renewable fuels facility in Reno producing renewable diesel at ~20% below capacity; multiple loan defaults total ~$68M past due.
Added in current filing · verify on EDGAR →
As of June 30, 2026, the amount required to bring the GNCU Loan current is approximately $32,500,000, inclusive of principal and interest, excluding approximately $2,800,000 of penalties/late charges.
The company's primary production facility is encumbered by a $112.6M USDA-guaranteed loan in default since March 2025. As of June 30, 2026, ~$32.5M in principal and interest is past due (excluding ~$2.8M in penalties). GNCU issued an acceleration notice in August 2025 for the full $130.7M balance, later withdrawn to allow forbearance discussions, but the payment default and other defaults remain uncured. If GNCU forecloses, the company would lose possession of the Reno facility and cease operations there.
Added in current filing · verify on EDGAR →
As of June 30, 2026, the amount required to satisfy the amounts owing under the Ground Lease totaled approximately $34,330,000, comprised of (i) $20,630,000 of lease payments and (ii) $13,700,000 of late fees and penalties.
The company is in default on the ground lease for the land under the Reno facility, owing ~$34.3M as of June 30, 2026 (~$20.6M in lease payments plus ~$13.7M in late fees and penalties). The landlord Twain has the right to terminate the lease and take possession of the premises. The company entered forbearance agreements in June 2025 and April 2026, issuing 4M shares each time and agreeing to monthly payments of the greater of $150k or 40% of free cash flow, but the underlying default is not cured.
Added in current filing · verify on EDGAR →
On April 2, 2026, Phillips 66 delivered formal notice (“the Notice”) to New Rise of the termination of the Supply and Offtake Agreement dated May 23, 2017 (as amended, the “Agreement”) between New Rise and Phillips 66. The Notice provides that the Agreement is terminated as of May 1, 2026. ... As a result of the termination of the Phillips 66 agreement, the Company identified $1,655,291 included in accounts receivable that is no longer collectible. The Company has written this off to bad debt expense
Phillips 66 terminated the company's sole offtake agreement effective May 1, 2026. The company wrote off $1.7M in uncollectible receivables as bad debt. The parties are in dispute over feedstock title and amounts owed; the company states it believes the amount due to Phillips 66 is significantly less than claimed, but resolution is uncertain. The company entered a new tolling agreement with BGN in July 2026 to replace the Phillips 66 relationship.
Added in current filing · verify on EDGAR →
On July 9, 2026, the Company’s flagship refinery, New Rise Renewables Reno (“NRRR”), became fully operational and commenced with the production, initially, of Renewable Diesel and it is estimated that in fourth quarter of 2026 the refinery will produce SBC for use in SAF. Prior to the first shipment of Renewable Diesel on August 6, 2026, the refinery had produced approximately 886,400 gallons of Renewable Diesel. On August 6, 2026, NRRR began fulfilling customer orders of approximately 55,000 gallons per day, with fulfillment of approximately 90,000 gallons per day at nameplate capacity
The Reno facility became fully operational on July 9, 2026, producing renewable diesel (not SAF). As of August 6, 2026, the facility was fulfilling ~55,000 gallons/day of renewable diesel orders, with nameplate capacity of ~90,000 gallons/day. The company states it expects to resume SAF production in Q4 2026, but cannot assure when SAF production will resume or reach full capacity. The facility has been producing renewable diesel as an interim product at ~2,000 barrels/day (~20% below nameplate capacity) while SAF conversion ramp-up continues.
Added in current filing · verify on EDGAR →
The Company’s ability to continue funding operations, meet upcoming working capital requirements, and pursue its strategic initiatives is dependent on resolving the loan defaults, securing additional financing, and/or generating sufficient cash flows from operations. The Company is exploring all available options to preserve liquidity, including equity financing, asset sales, or strategic partnerships.
The company states its ability to continue operations depends on resolving the loan defaults, securing additional financing, and/or generating sufficient cash flows. It is exploring equity financing, asset sales, or strategic partnerships to preserve liquidity. The company is in default on (i) the $112.6M GNCU loan (~$32.5M past due), (ii) the ground lease (~$34.3M past due), (iii) ~$2.2M of unsecured debt, and (iv) a $1.2M Polar obligation. The existence of these defaults makes it more difficult to obtain financing on acceptable terms or at all.
Business · Business
XCF is acquiring Southern Energy Renewables and DevvStream Corp. (DEVS), which has a $12.3M shareholders' deficiency and $10.1M net loss for 9 months ended April 30, 2026.
Added in current filing · verify on EDGAR →
Net income (loss) | $ (10,133,425) | $ (5,091,435) | $ (6,197,316) | $ 3,522,625
DevvStream, one of the companies XCF is acquiring, reported a GAAP net loss of $10,133,425 for the nine months ended April 30, 2026, compared to a net loss of $5,091,435 in the prior-year period. The loss doubled year-over-year. For the three months ended April 30, 2026, the net loss was $6,197,316.
Added in current filing · verify on EDGAR →
Total shareholders’ deficiency | (12,299,430) | (19,593,545)
DevvStream had a shareholders' deficiency (negative equity) of $12,299,430 as of April 30, 2026, compared to $19,593,545 as of July 31, 2025. Despite the improvement, the company has negative book value. The deficiency includes an accumulated deficit of $43,926,885.
Added in current filing · verify on EDGAR →
On January 26, 2026, XCF entered into a binding term sheet (the “Term Sheet”) with Southern Energy Renewables, Inc., a Louisiana corporation (“Southern”), DevvStream Corp., an Alberta corporation (“DEVS”), and EEME Energy SPV I LLC (“EEME”), which sets forth the principal terms and conditions of a proposed business combination and related financing transactions (collectively, the “Proposed Transaction”). Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable merger structure and definitive transaction documents and ultimately the satisfaction of certain closing conditions, it is expected that Southern and DEVS will each merge with wholly-owned subsidiaries of XCF, with Southern and DEVS surviving, and their respective stockholders receiving shares of Class A common stock of XCF, par value $0.0001 per share, resulting in Southern and DEVS becoming wholly-owned subsidiaries of XCF.
XCF entered into a binding term sheet on January 26, 2026 to acquire both Southern Energy Renewables and DevvStream Corp. through mergers. Both companies would become wholly-owned subsidiaries of XCF, with their stockholders receiving XCF Class A common stock. The transaction is subject to finalization of definitive documents and closing conditions.
Added in current filing · verify on EDGAR →
On May 28, 2026, the Company received a Notice of Exclusive Control from Helena, in relation to the Helena convertible debt (Note 10), in which Helena asserted an event of default had occurred in relation to a failure to cause a registration statement covering the resale of shares issuable upon conversion of the Helena convertible debt to be declared effective by the Securities and Exchange Commission by the applicable deadline. As such, Helena has instructed Bitgo to exercise control rights over the custodial account and removed the Company’s rights over the custodial account, with the stated intent of liquidation of assets held in the custodial account to be applied against the balance of the Helena convertible debt and asserted liquidated damages. The Company has accrued a default penalty liability as of April 30, 2026 of $1,159,038 (Note 10) in relation to the failure to cause a registration statement to be declared effective.
The lender (Helena) seized control of the company's cryptocurrency custodial account after the company missed a registration-statement deadline, triggering a default. The company accrued $1,159,038 in default penalties as of April 30, 2026. On June 8, 2026 the company settled by relinquishing the account (valued at $2,600,000) against the debt, leaving liquidated damages and penalties outstanding.
Added in current filing · verify on EDGAR →
On March 10, 2026, the Company and Focus Impact Partners entered into a conversion agreement to settle the outstanding New Focus Impact Partners Convertible Debt through the issuance of common shares at a conversion price of $0.9026 per share. At the settlement date, the debt had a carrying value of $999,691, comprising the fair value of the debt of $1,051,032 less the unamortized discount of $51,341. As the conversion was effected at a price below the $8.67 floor conversion price provided under the original terms, the Company issued additional shares to induce conversion, and the settlement was accounted for as an induced conversion under ASC 470-20. Upon conversion, the carrying value of the debt of $999,691 was derecognized and reclassified to equity. The Company issued 1,164,450 common shares in settlement, compared to the 121,226 shares issuable under the original conversion terms, resulting in 1,043,224 incremental inducement shares. The fair value of the incremental consideration, measured as 1,043,224 shares at the Company’s share price of $0.7920 on the settlement date, was $826,233 and was recognized as an inducement expense in the statement of operations.
The company settled $999,691 of related-party convertible debt by issuing 1,164,450 shares at $0.9026 per share, well below the $8.67 floor conversion price. The company issued 1,043,224 extra shares to induce conversion, recognizing an $826,233 inducement expense. A second related-party debt settlement (New Convertible Debt, $3,053,582 carrying value) followed the same pattern, issuing 3,556,839 shares and recognizing a $2,523,748 inducement expense.
Added in current filing · verify on EDGAR →
Under the terms of the Crypto Strategy Convertible Debt and the RRA, an event of default arising from a failure to secure the effectiveness of a registration statement by the agreed upon deadline entitles the holder to liquidated damages of 1% of the outstanding balances per month, together with interest of 10% per annum on those liquidated damages, and a mandatory default amount equal to a 130% premium on outstanding principal and interest. The deadline to secure an effective registration statement was November 8, 2025. The Company’s failure to secure an effective registration statement was a condition that existed as of April 30, 2026. Helena’s assertion of default in May 2026 (Note 19) and the related settlement in June 2026 (Note 19) demonstrated that the loss was probable and reasonably estimable as of April 30, 2026. Accordingly, in accordance with ASC 450-20, the Company recognized a provision for default penalties of $1,159,038 as of April 30, 2026, comprising liquidated damages and related interest of $456,642 and a default premium of $702,396.
The company missed the November 8, 2025 deadline to secure an effective registration statement for shares issuable under the Crypto Strategy Convertible Debt. This triggered liquidated damages of 1% per month plus 10% interest, and a 130% default premium on outstanding principal and interest. The company accrued $1,159,038 in default penalties as of April 30, 2026 ($456,642 liquidated damages/interest, $702,396 default premium).
The user message labels this section_kind as 'business', but the text contains only financial statement notes (Notes 10–18 from DevvStream Corp.'s condensed consolidated interim financial statements for the nine months ended April 30, 2026). A prospectus Business section typically describes the company's operations, products, customers, competition, and strategy; none of that narrative appears here. The Business section may be elsewhere in the prospectus or may not yet be disclosed in this filing.
Added in current filing · verify on EDGAR →
The Company accrued $2,410,973 in excise taxes payable (Note 9), however has not made a payment as of April 30, 2026. If the Company is unable to pay its obligations in full, it may be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.
The company has accrued $2.4 million in federal excise taxes related to shareholder redemptions but has not paid them as of April 30, 2026, despite the payment being due October 31, 2024. The company faces potential penalties of 10% annual interest plus up to 25% in underpayment penalties on the unpaid amount.
Selling Stockholders · Selling Stockholders
212,770,019 shares registered for resale by 26 selling stockholders, with EEME Energy SPV I, LLC offering 103.3M shares and Encore DEC, LLC (Randy Soule) offering 37.0M shares.
Added in current filing · verify on EDGAR →
This prospectus relates to the resale of 212,770,019 shares of common stock offered by the Selling Stockholders listed below.
The company is registering 212,770,019 shares for resale by existing stockholders. These are secondary shares — proceeds go to the selling stockholders, not to the company. The company receives no proceeds from these sales.
Added in current filing · verify on EDGAR →
EEME Energy SPV I, LLC ... 109,499,560 ... 103,330,340
EEME Energy SPV I, LLC is offering 103,330,340 shares (nearly half the total secondary offering) and will retain 6,166,220 shares (1.4% of outstanding) after the offering. Majique Ladnier is the sole member with voting and investment authority.
Added in current filing · verify on EDGAR →
Encore DEC, LLC ... 37,033,385 ... 37,033,385 ... Randy Soule owns all of the membership interests in Encore DEC, LLC and has sole voting and investment authority over the shares of our common stock indicated in the table.
Encore DEC, LLC (controlled by Randy Soule) is offering 37,033,385 shares. The prospectus notes Randy Soule "has had and currently has material business relationships with the Company," making this a related-party secondary sale of significant size.
Added in current filing · verify on EDGAR →
Up to 5,000,000 shares of common stock may be issued for the conversion of a convertible promissory note into common stock.
Cohen & Company Securities, LLC holds a convertible promissory note that may convert into up to 5,000,000 shares. The prospectus registers these potential shares for resale, indicating the note is outstanding and convertible.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Roth Capital Partners, LLC ... 1,047,353 ... H.C. Wainwright & Co., LLC ... 151,666 ... BTIG, LLC ... 275,144
Three underwriters (Roth Capital Partners, H.C. Wainwright, and BTIG) are registering shares and warrants for resale, totaling approximately 1.5 million shares. These likely represent underwriter compensation from prior financings.
Experts · Experts
Four auditors certified financials: Grant Thornton for XCF Global, Davidson & Company for DevvStream and Southern Energy, MNP for DevvStream Holdings.
Added in current filing · verify on EDGAR →
The financial statements of DevvStream Corp. as of July 31, 2025 and for the year ended July 31, 2025, have been included this this prospectus in reliance upon the report of Davidson & Company LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. The financial statements of DevvStream Holdings Inc. as of July 31, 2024 and for the year ended July 31, 2024, have been included in this prospectus in reliance upon the report of MNP LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. ... The financial statements of Southern Energy as of July 31, 2025 and for the period from May 15, 2025 (inception) to July 31, 2025 have been audited by Davidson & Company LLP, an independent registered public accounting firm, as stated in their report thereon and included in this prospectus in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
The prospectus includes audited financials for three entities beyond XCF Global itself: DevvStream Corp., DevvStream Holdings Inc., and Southern Energy. DevvStream entities had different auditors for different periods (Davidson & Company for 2025, MNP for 2024), and Southern Energy was audited by Davidson & Company from its May 15, 2025 inception through July 31, 2025. This indicates XCF Global has acquired or is acquiring these entities and must include their historical financials.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 19, 2026 · How we verify