Energy

XCF Global Withdraws Proposed Reverse Stock Split as Nasdaq Compliance Deadline Approaches

XCF Global has withdrawn its proposed reverse stock split and related proxy solicitation, redirecting attention to fuel production, commercial relationships and its Nasdaq compliance requirements.

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XCF Global, Inc. (NASDAQ:SAFX) will not proceed with its proposed reverse stock split or the associated proxy solicitation, the company announced on November 2, 2026. The Board of Directors said it reached the decision after reviewing shareholder feedback and the company’s operating priorities.

The withdrawal does not resolve XCF Global’s noncompliance with Nasdaq’s minimum bid price requirement. The company has until December 7, 2026, to regain compliance, and said failure to do so is expected to result in delisting.

#Company shifts attention to operations

XCF Global said it will focus its resources on increasing fuel production and shipments, developing customer relationships, improving financial performance and pursuing additional production capacity.

Chief Executive Officer Chris Cooper said the company’s priorities include producing and selling more fuel, strengthening commercial relationships and converting its expanded business platform into improved operating and financial performance.

Director, President and Chief Financial Officer Wray Thorn said the company’s focus remains on measurable operational progress and communicating developments to shareholders.

#Paramount acquisition remains in progress

The company said it is working to complete and integrate the recently announced acquisition of a renewable fuel production facility in Paramount, California. XCF Global said the facility would add ~50 million annual gallons of renewable fuel production capacity, as well as blending, storage and distribution capabilities in Southern California.

The planned site is located near Los Angeles International Airport and Long Beach Airport. XCF Global’s existing New Rise Renewables Reno facility produces renewable diesel and has a permitted nameplate production capacity of up to 40 million gallons per year.

XCF Global said its recent combinations with DevvStream and Southern Energy Renewables have broadened its platform across renewable fuel production, carbon management and environmental assets. The company also described potential expansion opportunities in Nevada, North Carolina and Florida.

#Largest shareholder supports the decision

EEME Energy SPV I LLC, identified by XCF Global as its largest shareholder, said it supports the decision to abandon the reverse stock split proposal. EEME also said it remains committed to supporting the company’s management and long-term growth through its equity commitment, lock-up alignment and strategic capitalisation initiatives.

EEME referred to the company’s operating milestones, commercial production, binding offtake commitments and planned facility integration when discussing its view of XCF Global’s future operating goals. Those statements are forward-looking and remain subject to risks described by the company.

#Nasdaq compliance remains unresolved

XCF Global said it cannot assure that it will regain compliance with Nasdaq’s minimum bid price requirement by the applicable deadline. The company said a failure to regain compliance is expected to lead to delisting.

According to XCF Global, delisting could negatively affect trading liquidity, investors’ ability to buy or sell the company’s shares and access to capital.

The company also identified risks involving financing, regulatory requirements, the integration of DevvStream and Southern Energy Renewables, continued facility operations, disputes involving the New Rise Reno facility’s landlord and primary lender, and the completion and integration of the Paramount acquisition. XCF Global said forward-looking statements are subject to additional business, financial, legal and operational uncertainties.

#Key Takeaways

  • XCF Global will not proceed with its proposed reverse stock split or related proxy solicitation.
  • The company plans to prioritise fuel production, shipments, customer relationships, financial performance and capacity expansion.
  • The proposed Paramount, California facility acquisition remains incomplete and would add ~50 million annual gallons of renewable fuel production capacity.
  • XCF Global has until December 7, 2026, to regain compliance with Nasdaq’s minimum bid price requirement.
  • The company said failure to regain compliance is expected to result in delisting, which could affect liquidity, share trading and access to capital.

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