XCF Global Capital was founded in 2023. Within months it had agreed to merge with a special purpose acquisition company at a pro forma enterprise value of $1.84 billion. The plant at the centre of the story, a site near Reno in Nevada, had already been priced twice by other buyers in the previous two years. Each time, the plan for it was different.
Key takeaways
- Focus Impact BH3, a special purpose acquisition company formed by Focus Impact Acquisition Corp, agreed on 12 March 2024 to combine with XCF Global Capital at a pro forma enterprise value of $1.84 billion and an implied pre-money enterprise value of $1.75 billion.
- Existing XCF Global Capital shareholders rolled 100 percent of their equity into the combined company and were expected to own about 91.4 percent of it, with the new holding company to be listed on the NYSE or Nasdaq.
- XCF Global Capital projected about $156 million of revenue and $84 million of EBITDA for 2024, and $477 million of revenue and $263 million of EBITDA for 2025.
- XCF Global Capital's flagship asset is the New Rise Renewables plant near Reno, Nevada, which XCF expected to acquire in 2024, with an initial sustainable aviation fuel capacity of 38 million gallons a year.
- Enerdatics records 21 corporate bio-fuel deals in the US across 2023 and 2024, and only two carry an EBITDA multiple, at 21.9x and 22.7x, the lower being XCF Global Capital's.
What did Focus Impact BH3 agree to buy?
It agreed to merge with a sustainable fuels company whose value rested on plants it was still assembling. A special purpose acquisition company, or SPAC, is a listed shell that raises cash first and then looks for a private business to merge with, which takes that business public without a traditional listing. The letter of intent was signed on 29 December 2023 and the definitive business combination agreement followed in March.
XCF was founded in 2023 and is headquartered in New York. It plans to make renewable diesel, sustainable aviation fuel and other biofuels from feedstocks such as waste vegetable oil and animal fats. Sustainable aviation fuel, or SAF, is jet fuel made from renewable or waste sources that can be blended with conventional kerosene. XCF said it would use pretreatment, steam methane reformer and hydrotreater technology with a patented design aimed at efficiency.
XCF also said a Fortune 50 company, not named in the record, will supply all nonfood feedstock for the New Rise SAF plant and buy all its SAF for 15 years. XCF put its combined capability at up to 45 million gallons of renewable diesel and 50 million gallons of SAF a year, processing 72,000 tons of feedstock.
How much of the $1.84 billion rests on one plant?
Most of it, at least at signing. XCF's plan was to become a SAF producer with initial capacity of 38 million gallons a year from 2024, following its acquisition of New Rise Renewables. New Rise owns a flagship plant near Reno that XCF described as ready for production, plus an adjacent site under development. That acquisition was itself expected to conclude in 2024. In other words, the asset carrying the valuation had not yet been bought when the merger was signed.
XCF had also acquired two ready-to-build sites, in Wilson, North Carolina, and Fort Myers, Florida, and aimed to lift capacity above 150 million gallons a year within five years. On a blended basis it said each of its four sites could produce more than 200 million gallons of jet-ready SAF, or nearly one billion gallons of blended SAF a year in aggregate.
Why had the Reno plant already been priced twice?
Because it changed hands on paper before XCF arrived. Enerdatics records that in late 2021 Viking Energy Group, a subsidiary of Camber Energy, agreed to buy New Rise Renewables for $300 million, a deal that never materialised. In January 2023 Camber Energy signed a fresh agreement for 100 percent of New Rise at a $750 million purchase price plus about $251 million of liabilities, a total enterprise value of $1.001 billion, to be paid with a convertible note.
At that point the plant was described differently. Camber's record calls New Rise a renewable diesel project under construction near Reno, with expected capacity of about 43 million gallons a year and a supply and offtake contract with Phillips 66 for its full output, and it said the plant would be fully operational in early 2023. The Camber record carries no completion update. Fourteen months later, the same plant was the SAF flagship of a $1.84 billion merger, now described with a 15-year feedstock and offtake arrangement for SAF.
The financial projections explain how the valuation was framed. At $1.84 billion, XCF was priced at about 21.9 times its expected 2024 EBITDA of $84 million and 11.8 times expected 2024 revenue. Measured against the 2025 projection of $263 million of EBITDA, the multiple falls to about 7.0 times. The gap between the two is the bet on whether the 2025 figures arrive.
Enerdatics' data shows how thin the comparison set is. Across 2023 and 2024 Enerdatics records 21 corporate bio-fuel deals in the US, 13 with a disclosed value. Only two carry an EBITDA multiple at all, at 21.9x and 22.7x, and the lower is XCF's. XCF's $1.84 billion is also the largest disclosed figure on a US sustainable aviation fuel company in that period. The next largest is Brookfield's $1.05 billion investment in Infinium in September 2024, and it was not the only SPAC route either: CleanBay Renewables agreed to merge with BurTech Acquisition Corp at $330 million in February 2023.
What does the deal signal for US sustainable aviation fuel?
It signals that public market routes were being used to fund SAF before plants had a production record. The structure here, with existing shareholders rolling all of their equity and keeping about 91 percent, left XCF's owners in control. XCF framed the listing as a way to reach a wider pool of investors and build a foundation for growth in a fast-expanding sustainable fuels market.
The wider biofuels market had been moving towards scale for some time. Enerdatics' earlier analysis of biofuels M&A since 2023 found SAF and alcohol fuels emerging as growth areas alongside renewable natural gas. Later platform deals, such as Ameresco and HASI's $1.8 billion biofuels joint venture, rested on long operating track records instead.
The transaction closed. Enerdatics records it as completed in an update dated 6 June 2025, later than the second half of 2024 originally targeted. Whether the 2025 projections that made the price look reasonable were met is a separate question the deal record does not answer.
Frequently asked questions
What was the value of the XCF Global Capital and Focus Impact BH3 deal? The transaction implied a pro forma enterprise value of $1.84 billion and an implied pre-money enterprise value of $1.75 billion. XCF shareholders rolled all of their equity and were expected to own about 91.4 percent of the combined company.
Where is XCF Global Capital's main plant? XCF's flagship is the New Rise Renewables plant near Reno, Nevada, with an adjacent site under development. XCF also acquired ready-to-build sites in Wilson, North Carolina, and Fort Myers, Florida.
Who advised on the XCF Global Capital merger? Cohen & Company Capital Markets was exclusive financial and capital markets advisor to XCF, with Stradley Ronon Stevens & Young as legal advisor and Height Capital Markets as capital markets advisor. BTIG advised Focus Impact BH3 on capital markets and Kirkland & Ellis was its legal advisor.
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