XCF Global signs IOI to acquire renewable fuel business in the western U.S.

XCF Global (SAFX) signed an exclusive, non-binding Indication of Intent with a renewable fuels infrastructure and feedstock solutions company based in the western United States. 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. The company said, “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.” The 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. 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.