Item 8.01. Other Events.
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"),
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").
On April 11, 2023, NEXT announced Stephen Trauber has been appointed to its
board of directors.
ITAQ will file a Registration Statement on Form S-4 with the SEC with respect to
the proposed business combination with NEXT, which will include a proxy
statement for a meeting of ITAQ's stockholders in connection with the Business
Combination.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The Press Release is intended to be furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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 deadline and the potential failure to obtain an 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 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 NEXT's
refinery construction costs and cost of debt will significantly exceeds NEXT's
current estimates; (x) the risk that, following the Closing, NEXT will not be
able to raise the necessary funding, on acceptable terms, if at all, to complete
construction of its proposed facilities or to cover its operating costs before
NEXT generates revenue; (xi) the risk of any delay in the construction of NEXT's
facilities and that any delay in the completion of NEXT's Oregon refinery could
delay the commencement of operations and the generation of revenue by NEXT;
(xii) the risk that NEXT's costs will be greater than anticipated and revenue
will be less than anticipated; (xiii) risks that the transaction disrupts
current plans and operations of NEXT as a result; (xiv) the outcome of any legal
proceedings that may be instituted against NEXT, ITAQ or others related to the
business combination agreement or the transaction; (xv) ITAQ's ability to meet
any applicable listing standards at or following the consummation of the
transaction; (xvi) NEXT's ability to recognize the anticipated benefits of the
transaction, may be affected by a variety of factors, including changes in the
competitive and highly regulated industries in which NEXT operates, variations
in performance across competitors and partners, changes in laws and regulations
affecting NEXT's business and the ability of NEXT and the post-combination
company to retain its management and key employees; (xvii) the ability of NEXT
to implement business plans, forecasts, and other expectations after the
completion of the transaction (xviii) the risk that NEXT may fail to keep pace
with rapid technological developments to provide new and innovative products or
make substantial investments in unsuccessful new products; (xix) the ability to
attract new customers and to retain existing customers in order to continue to
expand; (xx) NEXT's ability to hire and retain qualified personnel; (xxi) the
risk that the post-combination company experiences difficulties in managing its
growth and expanding operations; (xxii) the risk that NEXT will not meet the
milestones for funding; (xxiii) the risk of product liability or regulatory
lawsuits or proceedings relating to NEXT's business; (xxiv) cybersecurity risks;
(xxv) the effects of COVID-19 or other public health crises or other climate
related conditions, including wildfires, on NEXT's business and results of
operations and the global economy generally; and (xxvi) costs related to the
transaction, and (xxvii) other risks and uncertainties to be identified in the
Registration Statement/Proxy Statement (when available) relating to the
Transaction, including those under "Risk Factors" therein, and in other filings
with the SEC made by ITAQ or NEXT including risks related to the ability of the
Combined Company, following the closing, generate the level of business
anticipated by NEXT, and all other risks related to NEXT's business, including
its failure to have sufficient financing before it can generate revenues, which
are not anticipated to be before 2025, including additional costs resulting from
delays which may result in the date on which the Combined Company will be able
to generate revenue. Any projections are for illustrative purposes only and
should not be relied upon as necessarily being indicative of future results. The
assumptions and estimates underlying such financial forecast information are
inherently uncertain and are subject to a wide variety of significant business,
economic, competitive, and other risks and uncertainties that could cause, and
are likely to cause, actual results to differ materially from those contained in
any prospective financial information. ITAQ and NEXT caution that the foregoing
list of factors is not exclusive, and caution readers not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. Readers are referred to the most recent reports filed with the SEC by
ITAQ. None of ITAQ or NEXT undertakes or accepts any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to applicable law.
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Participants in the Solicitation
ITAQ and NEXT and their respective directors and officers and other members of
management and employees may be deemed participants in the solicitation of
proxies in connection with the proposed Transaction. ITAQ stockholders and other
interested persons may obtain, without charge, more detailed information
regarding directors and officers of ITAQ in final prospectus which will be filed
with the SEC, ITAQ's annual report on Form 10-K for the year ended December 31,
2022 and other relevant materials that will be filed with the SEC in connection
with the proposed Business Combination when they become available. These
documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
business combination. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy any securities pursuant to the proposed
transactions or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering 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 a valid exemption from registration thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated April 11, 2023
Cover Page Interactive Data File (embedded within the Inline
104 XBRL document)
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