Parties negotiating terms of definitive agreement
Supports XCF's plan to become the leading fully integrated public SAF and renewable fuels platform serving U.S. and global demand
Adds feedstock access, blending, and logistics infrastructure which furthers XCF's vertically integrated model and is expected to reduce production costs and improve margins
Deepens the reach of XCF's renewable fuels platform into lucrative West Coast low-carbon fuel markets
Potential to unlock new revenue streams through strategic feedstock sales
HOUSTON, TX / ACCESS Newswire / July 28, 2025 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), a key player in decarbonizing the aviation industry through Synthetic Aviation Fuel ("SAF") today announces it has signed an exclusive, non-binding Indication of Intent (IOI) with a renewable fuels infrastructure and feedstock solutions company based in the western United States ("Target").
Under the terms of the IOI, XCF intends to acquire 100% of the outstanding equity interests in the Target. In consideration, XCF will issue shares of its Class A Common Stock to Target's shareholders. Adding the Target assets to XCF's portfolio is expected to be accretive to the combined post-transaction equity valuation as part of its projected growth profile.
The final valuation to be used in determining the shares of XCF Class A Common Stock to be issued in the transaction will be subject to confirmatory due diligence by XCF and its advisors. As part of the definitive agreement, XCF would assume certain debt obligations and issue shares of its Class A Common Stock to Target's shareholders.
The proposed transaction, if completed, would represent a significant expansion of XCF's infrastructure and logistics capabilities, and an important step toward vertical integration that is expected to unlock meaningful operational and financial benefits both immediately and going forward. XCF intends to integrate and leverage Target's pretreatment, feedstock, and logistics infrastructure, including marine, truck, and rail access, and advantageous proximity to major transportation networks serving high-demand SAF markets.
Strategic Highlights
The transaction would advance several key goals of XCF's long-term strategy:
Increased visibility on feedstocks and security of high-purity feedstock pretreatment capabilities
Expand reach and help maximize supply optionality into the U.S. West Coast and California LCFS markets
Improve vertical integration to reduce production costs and increase margins
Add scalable assets that support international licensing and growth
Enhance optionality around future commercial partnerships
Mihir Dange, Chief Executive Officer and Board Chair of XCF Global said:
"This IOI signals continued execution of our growth strategy to build a fully integrated, Nasdaq-listed SAF and renewable fuels platform. This transaction adds feedstock processing capabilities, logistics advantages, and deeper access to key West Coast markets. Through this proposed acquisition, XCF advances its mission of building a scalable, capital-efficient platform for clean fuel production across North America."
A Transformational Opportunity for Scale and Reach
XCF is rapidly building the foundation for a vertically integrated, scalable SAF and renewable fuels platform with global reach. In addition to its U.S. production facility, XCF has recently signed a Memorandum of Understanding to expand its SAF platform into Australia and is in early-stage discussions with potential partners for other international infrastructure development projects.
The proposed transaction would add:
Strategic access to maritime port infrastructure facilitating both domestic and international logistics
Direct reach into California LCFS markets and high growth international airports across the state
Critical feedstock processing capabilities including pretreatment, UCO processing, and feedstock blending that can be integrated into XCF's renewable fuels platform or used to create new revenue streams
Complementary infrastructure to reduce logistics costs and support credit generation
Path ForwardThe IOI sets out a 20-business day exclusive negotiation period, during which XCF and Target will complete confirmatory diligence and negotiate an offer. The proposed transaction remains subject to customary closing conditions, confirmatory diligence, and regulatory and board approvals.
"There's never been more demand for real, scalable renewable fuels solutions," added Dange. "This combination would allow us to expand our footprint, control our feedstock pipeline, and create value at every step of the supply chain - from raw materials to fuels."
Definitive agreements are expected to be completed in the coming months, with legal, technical, and commercial diligence already underway. However, there can be no assurance that the parties will enter into definitive agreements in a timely manner or at all, or, if definitive agreements are reached, that the terms will be consistent with the terms outlined in the IOI.
About XCF Global, Inc.
XCF Global, Inc. is a pioneering synthetic aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. XCF is developing and operating state-of-the-art clean fuel SAF production facilities engineered to the highest levels of compliance, reliability, and quality. The company is actively building partnerships across the energy and transportation sectors to accelerate the adoption of SAF on a global scale. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX. Current outstanding shares: ~149.3 million;