Item 1.01 Entry Into A Material Definitive Agreement.

As previously disclosed, on November 21, 2022, Industrial Tech Acquisitions II, Inc., a Delaware corporation ("ITAQ") entered into an Agreement and Plan of Merger (as may be amended or supplemented from time to time, the "Merger Agreement") with NEXT Renewable Fuels, Inc., a Delaware corporation ("NEXT" or the "Company"), and ITAQ Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ITAQ ("Merger Sub"), pursuant to which Merger Sub will be merged with and into NEXT, and NEXT will become a wholly-owned subsidiary of ITAQ, which will change its corporate name to "NXTCLEAN Fuels Inc." or such other name as mutually agreed to by the ITAQ and NEXT (the merger of Merger Sub into NEXT and the transactions contemplated by the Merger Agreement collectively, the "Transaction" or the "Business Combination"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement.

On April 14, 2023, ITAQ, NEXT and the Merger Sub entered into Amendment No.1 to Agreement and Plan of Merger (the "Amendment"). The parties entered into the Amendment in connection with the acquisition by Lakeview RNG, a wholly-owned subsidiary of NEXT, of assets associated with the Red Rock Biofuels development in Lake County, Oregon, which was effective on April 14, 2023 (the "Lakeview Transaction"). The Amendment revised the consideration to be paid by ITAQ in the merger to provide for the issuance of a new class of preferred stock of ITAQ, to be designated the Series A Preferred Stock ("Series A Preferred Stock") which is to be issued to the holders of the NEXT preferred stock that was issued in connection with the Lakeview Transaction. Pursuant to the Amendment, each share of the NEXT preferred stock, which has a stated value of $750,000 per share, shall be automatically converted into 75,000 shares of Series A Preferred Stock, which has a stated value of $10.00 per share. The issuance of the Series A Preferred Stock to the holders of the NEXT preferred stock is in addition to the issuance of ITAQ common stock to the holders of the NEXT common stock as provided in the Merger Agreement. The terms of the issuance of the ITAQ common stock remain unchanged.

The form of certificate of designation for the Series A Preferred Stock of NXTCLEAN Fuels, Inc. (the proposed corporate name of ITAQ upon completion of the Merger and is referred to in this Form 8-K as "NXTCLEAN") is included as an exhibit to the Amendment. The following is a summary of the rights, preferences and privileges of the holders of the Series A Preferred Stock, which is qualified in its entirety by the form of certificate of designation.

Each share of the Series A Preferred Stock receive a cumulative dividend accruing on a daily basis in arrears at the rate of 6% per annum, on the $10.00 stated value, compounded quarterly in arrears on each fifth business day following each of March 31, June 30, September 30 and December 31, of each year. All dividends shall be paid in kind based upon the $10.00 stated value unless NXTCLEAN, in its sole discretion, elects to pay the dividends in cash. For purposes of determining the number of shares of Series A Preferred Stock issuable in an in kind dividend each share of Series A Preferred Stock shall be valued at $10.00 per share. Dividends will be calculated on the basis of actual days elapsed over a year of 360 days consisting of twelve 30-day months. NXTCLEAN may issue fractional shares of Series A Preferred Stock. Any fraction of a share of Series A Preferred Stock will be computed to five (5) decimal places.

The Series A Preferred Stock convert into NXTCLEAN common stock, at a conversion price of $10.00 per share, (i) automatically upon certain qualifying conversion events or (ii) at the option of the holder of the Series A Preferred Stock at any time on or after the 18-month anniversary of the issuance of such Series A Preferred Stock (which would be the effective date of the Merger), subject to customary adjustments for stock dividends, stock splits, stock combinations, or similar issuances. Except as otherwise provided by law, the holders of Series A Preferred Stock vote with the common stock on an as-if converted basis. In the event of any voluntary or involuntary liquidation, dissolution or winding up or deemed liquidation event of ITAQ, the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the assets of ITAQ available for distribution to ITAQ's stockholders an amount equal to the $10.00 stated value of the Series A Preferred Stock before any payment is made to the holders of ITAQ common stock.

A qualified conversion event, which triggers the automatic conversion of the Series A Preferred Stock, means (a) the market on which NXTCLEAN common stock is traded reports that NXTCLEAN common stock has average daily trading volume in excess of 200,000 shares per day for twenty (20) consecutive trading days and the average closing transaction price of more than $18.00 per share, or (b) the closing of the sale of shares of common stock to the public, in a firm-commitment underwritten public offering pursuant to an effective registration statement on Form S-1 or S-3 (or any such successor form) resulting in aggregate proceeds to ITAQ of at least $100,000,000.





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As long as any shares of Series A Preferred Stock are outstanding, NXTCLEAN shall not, either directly or indirectly, do any of the following without (in addition to any other required consent) the consent of 66% of the then outstanding shares of Series A Preferred Stock

? liquidate, dissolve or wind-up its business and affairs, effect any merger or

consolidation or any other deemed liquidation event or consent to any of the

foregoing;

? increase the authorized number of shares of Series A Preferred Stock;

? amend, alter or repeal any provision of the certificate of designation for the

Series A Preferred Stock, or amend, alter or repeal any provision of the bylaws

or any other charter documents in a manner adverse to any holder of shares of

Series A Preferred Stock

? enter into or be a party to any related-party transaction with any director,

officer, stockholder or employee of NXTCLEAN or any of their respective

affiliates, other than employment arrangements approved by the board of

directors, unless such transaction is on terms that are no less favorable to

NXTCLEAN than those NXTCLEAN would have been reasonably likely to obtain as the

result of arms'-length negotiations with an unrelated third party;

? change or alter the principal business from exploiting clean energy; or

? effect any of the foregoing, with respect to any direct or indirect subsidiary

or affiliate, or agree or commit to do any of the foregoing.

NXTCLEAN shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock (other than dividends on shares of common stock payable in shares of common stock) unless (in addition to the obtaining of any other required consent) the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend in cash on each outstanding share of Series A Preferred Stock in an amount at least equal to the sum of the amount of the aggregate dividends then accrued on such share of Series A Preferred Stock and not previously paid.

The foregoing description of the Amendment, including the certificate of designation, is not complete and is qualified in its entirety by reference to the full text of Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.





Voting and Support Agreement

On April 14, 2023, in connection with the execution and delivery of the Amendment and execution of the agreement relating to the Lakeview Transaction, ITAQ and NEXT entered into voting and support agreements (collectively, the "Voting Agreements") with certain holders (the "Holders") of preferred stock of NEXT who received the NEXT preferred stock in connection with the Lakeview Transaction. Pursuant to the Voting Agreements, the Holders agreed to vote all of such stockholder's shares of NEXT (i) in favor of the Merger, the Merger Agreement and the Transaction and the other matters to be submitted to the NEXT's stockholders for approval in connection with the Transaction and each Holder agreed to take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transaction, and (ii) to vote the shares in opposition to: any acquisition proposal and any and all other proposals (x) for the acquisition of NEXT, or (y) which are in competition with or materially inconsistent with the Merger Agreement in each case in the manner and subject to the conditions set forth in the Voting Agreements. Notwithstanding the foregoing, the Holders shall not be required to take any action or deliver any instrument in the event that the Merger Agreement has been amended or modified, without Holders' consent, (i) in a manner that is disproportionately adverse to the holders of the NEXT preferred stock held by such Holders as compared to the holders of the other classes or series of NEXT's equity securities or (ii) that would result in the Holders not receiving NEXT preferred stock as contemplated by certain subscription agreement, dated as of April 14, 2023, by and between Holders and NEXT. The Voting Agreements prevent transfers of the securities held by the Holders thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.

The foregoing description of the Voting Agreements is not complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Additional Information and Where to Find It

ITAQ will file relevant materials with the SEC including the Registration Statement to be filed by ITAQ, which will include a prospectus with respect to ITAQ's securities to be issued in connection with the Transaction, and a proxy statement of ITAQ (the "Proxy Statement"), to be used at the meeting of ITAQ's stockholders to approve the proposed merger and related matters. INVESTORS AND SECURITY HOLDERS OF ITAQ ARE URGED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXT, ITAQ AND THE BUSINESS COMBINATION. When available, the Proxy Statement contained in the Registration Statement and other relevant materials for the Transaction will be mailed to stockholders of ITAQ as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the Registration Statement, including the Proxy Statement contained therein, and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's web site at www.sec.gov.





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Forward-Looking Statements

This report contains, and certain oral statements made by representatives of ITAQ and NEXT and their respective affiliates, from time to time may contain, "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. ITAQ's and NEXT's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "anticipate," "believe," "budget," "continues," "could," "expect," "estimate," "forecast," "future," "intend," "may," "might," "strategy," "opportunity," "plan," "possible," "potential," "project," "will," "should," "predicts," "scales," "representative of," "valuation," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, ITAQ's and NEXT's expectations with respect to future performance of NEXT, anticipated financial impacts of the Transaction (including future revenue, pro forma enterprise value and cash balance), the anticipated addressable market for NEXT, the satisfaction of the closing conditions to the Transaction, the future held by the respective management teams of ITAQ or NEXT, the pre-money valuation of NEXT (which is subject to certain inputs that may change prior to the Closing of the Transaction and is subject to adjustment after the Closing of the Transaction), the level of redemptions of ITAQ's public stockholders and the timing of the Closing of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of ITAQ and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all; (ii) the risk that the transaction may not be completed by ITAQ's business combination extended deadline of December 14, 2023 and the potential failure to obtain a further extension of the business combination deadline if sought by ITAQ; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the shareholders of ITAQ and NEXT; (iv) the risk that a large percentage of ITAQ's remaining public stockholders will exercise their redemption rights under ITAQ's certificate of incorporation; (v) the risk that the net tangible book value of ITAQ after giving effect to the merger and any equity financing will be less than $5,000,001; (vi) receipt of certain governmental and regulatory approvals; (vi) the lack of a third-party valuation; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (viii) the effect of the announcement or pendency of the transaction on NEXT's business relationships, performance, and business generally; (ix) the risk that the construction costs for both Lakeview . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

2.1             The First Merger Agreement Amendment, dated as of April 14, 2023, by
              and among ITAQ, NEXT and Merger Sub.

10.1            Form of Voting and Support Agreement, dated as of April 14, 2023, by
              and among ITAQ, NEXT and certain holders of NEXT preferred stock.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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