New Rise Begins Commercial SAF Production and Secures First Order
l
New Rise Renewables begins commercial
production of neat SAF.
l
Secures first order for the sale of over
3 million gallons of neat SAF.
l
First deliveries expected to begin in early
March.
Reno, NV, and New York, NY, February [24], 2025
– XCF Global Capital, Inc. ("XCF" or the "Company"), a key
player in decarbonizing the aviation industry through Sustainable Aviation Fuel
(“SAF”), today announced the commencement of commercial production of neat SAF at
New Rise Renewables, LLC (“New Rise”). In addition, New Rise has entered into
an irrevocable corporate purchase order (“ICPO”) for the sale of over 3 million
gallons of neat SAF with an unaffiliated third-party buyer. The first shipments
of neat SAF are expected to begin in February 2025, with
delivery anticipated to begin in early March.
“Reaching commercial production at New Rise
is an exciting milestone, reflecting years
of dedication, engineering excellence, and our commitment to innovation,”
said Mihir Dange, Chief Executive Officer of XCF. “We are proud to begin
customer deliveries and provide high-quality SAF that supports the
decarbonization of the aviation industry.”
This achievement
marks the beginning of XCF’s commercial ramp-up as the Company accelerates SAF
production to meet growing demand for clean energy solutions. With New Rise
reaching commercial production, XCF is advancing its goal of becoming
a leader in the decarbonization of the aviation industry.
About XCF Global
Capital, Inc.
XCF Global Capital, Inc. is a pioneering
sustainable aviation fuel company dedicated to accelerating the aviation
industry’s transition to net-zero emissions. The Company 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. To learn more, visit www.xcf.global.
Forward Looking Statements
This Press Release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or
the negatives of these terms or variations of them or similar terminology.
These forward-looking statements, including, without limitation, Focus Impact BH3 Acquisition Company’s (“Focus Impact
BH3”) and XCF’s expectations with respect to future performance and
anticipated financial impacts of the business combination and the acquisitions
of New Rise Renewables, LLC and New Rise SAF Renewables Limited Liability
Company (collectively, “New Rise”), estimates and forecasts of other financial
and performance metrics, projections of market opportunity and market share,
the satisfaction of the closing conditions to the business combination and the
timing of the consummation of the business combination, are subject to risks
and uncertainties, which could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. These
forward-looking statements are based upon estimates and assumptions that, while
considered reasonable by Focus Impact BH3 and its management, and XCF and its
management, as the case may be, are inherently uncertain and subject to
material change. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. New risks and uncertainties may emerge from time to time,
and it is not possible to predict all risks and uncertainties. Factors that may
cause actual results to differ materially from current expectations include,
but are not limited to: (1) changes in domestic and foreign business, market,
financial, political, and legal conditions; (2) the amount of redemptions by
Focus Impact BH3’s public stockholders in connection with the business combination;
(3) the occurrence of any event, change or other circumstances that could give
rise to the termination of negotiations and any agreements with respect to the
business combination or with regard to the Company’s offtake arrangements; (4)
the outcome of any legal proceedings that may be instituted against Focus
Impact BH3, XCF, NewCo or others; (5) the inability of the parties to
successfully or timely close the business combination, including the risk that
any required regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect NewCo or the expected
benefits of the business combination or that the approval of stockholders is
not obtained; (6) changes to the proposed structure of the proposed
transactions that may be required or appropriate as a result of applicable laws
or regulations; (7) the ability to meet stock exchange listing standards
following the consummation of the business combination; (8) the ability of XCF
to integrate the operations of New Rise and implement its business plan on its
anticipated timeline, including the inability to launch commercial operations
in the New Rise plant in Reno, Nevada in the near future; (9) the risk that the
proposed transactions disrupt current plans and operations of Focus Impact BH3
or XCF as a result of the announcement and consummation of the proposed
transactions; (10) the ability to recognize the anticipated benefits of the
proposed transactions, which may be affected by, among other things,
competition, the ability of NewCo to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (11) costs related to the proposed transactions; (12)
changes in applicable laws or regulations; (13) risks related to extensive
regulation, compliance obligations and rigorous enforcement by federal, state,
and non-U.S. governmental authorities; (14) the possibility that Focus Impact
BH3, XCF or NewCo may be adversely affected by other economic, business, and/or
competitive factors; (15) the availability of tax credits and other federal,
state or local government support; (16) risks relating to XCF’s and New Rise’s
key intellectual property rights; and (17) various factors beyond management’s
control, including general economic conditions and other risks, uncertainties
and factors set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the final prospectus relating to
the initial public offering of Focus Impact BH3, dated October 4, 2021, and
other filings with the Securities and Exchange Commission (“SEC”) from time to
time, including the registration statement on Form S-4, as amended, initially
filed with the SEC by Focus Impact BH3 NewCo, Inc. (“NewCo”) and XCF on July
31, 2024 (the “Registration Statement”). If any of the risks actually occur,
either alone or in combination with other events or circumstances, or Focus
Impact BH3’s or XCF’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There
may be additional risks that Focus Impact BH3 or XCF does not presently know or
that it currently believes are not material that could also cause actual
results to differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Focus Impact BH3’s or XCF’s
expectations, plans or forecasts of future events and views as of the date of
this Press Release. These forward-looking statements should not be relied upon
as representing Focus Impact BH3’s or XCF’s assessments as of any date
subsequent to the date of this Press Release. Accordingly, undue reliance
should not be placed upon the forward-looking statements. While Focus Impact
BH3 or XCF may elect to update these forward-looking statements at some point
in the future, Focus Impact BH3 and XCF specifically disclaim any obligation to
do so.
No Offer or Solicitation
This Press Release relates to XCF’s commencement of commercial
production of neat SAF and New Rise’s entry into an ICPO and is neither an
offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy
any securities or the solicitation of any vote in any jurisdiction pursuant to
the business combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom, and otherwise in accordance with applicable law.
Additional Information about the Business Combination and Where to Find
It
In connection with the business combination, Focus
Impact BH3 and XCF have prepared, and NewCo and XCF have filed with the SEC the
Registration Statement, which contains a prospectus with respect to the
securities to be issued in connection with the business combination, a preliminary
proxy statement with respect to the stockholders’ meeting of Focus Impact BH3
to vote on the business combination and certain other related documents. The
Registration Statement was declared effective by the SEC on February 5, 2025 and on February 6, 2025, NewCo and XCF filed with the SEC the
definitive proxy statement/prospectus. Investors, securityholders and other
interested persons are urged to read the definitive proxy statement/prospectus
because it contains important information about Focus Impact BH3, XCF, NewCo
and the business combination. Focus Impact BH3 has mailed the definitive proxy
statement/prospectus and other relevant documents to its stockholders as of January
16, 2025, the record date established for voting on the business combination.
This Press Release is not a substitute for the Registration Statement, the
definitive proxy statement/prospectus or any other document that Focus Impact
BH3 has sent to its stockholders in connection with the business combination.
Copies of the Registration Statement, including the definitive proxy
statement/prospectus and other documents filed by Focus Impact BH3, XCF or
NewCo with the SEC, may be obtained, free of charge, by directing a request to
Focus Impact BH3 Acquisition Company, 1345 Avenue of the Americas, 33rd Floor,
New York, NY 10105. The definitive proxy statement/prospectus and the
Registration Statement can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in the Solicitation
Focus Impact BH3, NewCo and each of their directors, executive officers
and other members of management may be deemed to be participants in the
solicitation of proxies of Focus Impact BH3’s stockholders in connection with
the business combination under SEC rules. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of Focus
Impact BH3’s stockholders in connection with the business combination is
included in the definitive proxy statement/prospectus filed with the SEC.
Investors and security holders may obtain more detailed information regarding
the names and interests in the business combination of Focus Impact BH3’s
directors and officers in Focus Impact BH3’s filings with the SEC and such
information is included in the definitive proxy statement/prospectus of Focus
Impact BH3 for the business combination.
XCF and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Focus
Impact BH3 in connection with the business combination. A list of the names of
such directors and executive officers and information regarding their interests
in the business combination is included in the definitive proxy
statement/prospectus of Focus Impact BH3 for the business combination.
You may obtain free copies of these documents as described in the
paragraph “Additional Information about the Business Combination and Where to
Find It.”
Contacts
XCF Global Capital, Inc.:
Chris Santa Cruz
invest@xcf.global
For Media:
Fatema Bhabrawala
fbhabrawala@allianceadvisors.com