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 May 15, 2023, NEXT issued a press release stating that NEXT and Dansuk
Industrial Corporation, a South Korean company ("Dansuk"), have signed a
non-binding Memorandum of Understanding ("MOU") to jointly develop strategic
relationships.
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.
Forward-Looking Statements
The MOU described in the press release referred to above relates a memorandum of
understanding (which is not an agreement) between the parties pursuant which the
parties would continue their discussions to seek to develop a framework pursuant
to which the parties would work together. All of the terms of the framework
contemplated by the MOU, including the form that the framework would take, are
to be negotiated in the future. The MOU is not an agreement nor an agreement to
enter into an agreement and is not binding on either party. The MOU does not
contain any proposed terms of any business relationship and the MOU expressly
states that it is not intended to create or establish any business relationship.
The MOU has a one-year term with either party having the right to permanently
abandon discussions and terminate the MOU at any time. Accordingly, all
references to the future relationship between NEXT and Dansuk are considered
forward-looking statements and are subject to the risk that the negotiations
will terminate or that any agreement which NEXT may enter into with Dansuk will
not be on terms favorable to NEXT.
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In addition to the risks set forth in the previous paragraph, 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, including its ability
to finance, develop and operate both its proposed Port Westward (OR) refinery
and the proposed facility to produce hydrogen and renewable natural gas from
assets including an unfinished non-functional facility purchased by Lakeview
RNG, LLC, NEXT's subsidiary, in April 2023 formerly owned by Red Rock Biofuels,
LLC; anticipated financial impacts of the Transaction (including future revenue,
pro forma enterprise value and cash balance), the anticipated addressable market
for NEXT, the satisfaction or waiver 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 ), the level of redemptions of ITAQ's remaining
public stockholders following the redemption of ITAQ public stockholders of
15,901,823 in connection with the approval by ITAQ's stockholders of an
extension of the date by which ITAQ must complete its initial business
combination to December 14, 2023; and the timing of the Closing of the
Transaction, including the ability if ITAQ and NEXT to complete the Transaction
by December 14, 2023. 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, as a result of redemptions, ITAQ
may cease to be listed on NASDAQ if it fails to meet NASDAQ's continued listing
requirements relating to its outstanding public shares; (iii) 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; (iv) the
failure to satisfy the conditions to the consummation of the transaction; (v)
the risk that a large percentage of ITAQ's remaining public stockholders will
exercise their redemption rights under ITAQ's certificate of incorporation; (vi)
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; (vii) the risk
that NEXT will not receive certain governmental and regulatory approvals; (viii)
the lack of a third-party valuation; (ix) the occurrence of any event, change or
other circumstance that could give rise to the termination of the business
combination agreement; (x) the effect of the announcement or pendency of the
transaction on NEXT's business relationships, performance, and business
generally; (xi) the risk that the construction costs for both Lakeview RNG's
proposed facility and NEXT's proposed refinery will exceed NEXT's projection and
cost of debt for both projects will significantly exceeds NEXT's current
estimates; (xii) 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 both the Lakeview RNG facility and NEXT's proposed Port
Westward refinery or to cover its operating costs before NEXT generates revenue;
(xiii) the risk of any delay in the construction of either the Lakeview RNG
facility or NEXT's proposed Port Westward refinery and that any delay in the
completion of either facility could delay the commencement of operations and the
generation of revenue by NEXT and increase its construction costs; (xiv) the
risk that NEXT's costs will be greater than anticipated and revenue will be less
than anticipated; (xv) risks relating to the cost and availability of feedstock
for both the Lakeview RNG facility and NEXT's proposed Port Westward refinery;
(xvi) risks that the transaction disrupts current plans and operations of NEXT
as a result; (xvii) the outcome of any legal proceedings that may be instituted
against NEXT, ITAQ or others related to the business combination agreement or
the transaction; (xviii) ITAQ's ability to meet any applicable listing standards
at or following the consummation of the transaction; (xix) 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; (xx) the ability of NEXT to implement business plans, forecasts,
and other expectations after the completion of the transaction (xxi) 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; (xxii) the ability to attract new customers and to retain existing
customers in order to continue to expand; (xxiii) NEXT's ability to hire and
retain qualified personnel; (xxiv) the risk that the post-combination company
experiences difficulties in managing its growth and expanding operations; (xxv)
the risk that NEXT will not meet the milestones for funding of either project;
(xxvi) the risk of product liability or regulatory lawsuits or proceedings
relating to NEXT's business; (xxvii) cybersecurity risks; (xxviii) 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 (xxix) costs related to the transaction, and (xxx) 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 may not be 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 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. Neither ITAQ nor 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.
2
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 May 15, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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