UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 18, 2023 (July 12, 2023)
Industrial Tech Acquisitions II, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
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001-41213 |
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86-1213962 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
|
(IRS Employer
Identification No.) |
5090 Richmond Ave, Suite 319
Houston, Texas |
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77056 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 713-599-1300
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on
which registered |
| |
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|
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| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
ITAQU |
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The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
ITAQ |
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The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share |
|
ITAQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 July 12, 2023,
NEXT issued a press release announcing that Jo-Ellen Darcy 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.
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, 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, including
its present failure to meet the market value of listed securities requirement; (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 and the potential excise tax payable with respect to the redemptions in April 2023
if the Merger is consummated subsequent to 2023 ; (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)
NEXT’s ability to enter into feedstock and offtake agreements on reasonable terms; (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 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
2026, 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.
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 Form 10-Q quarterly report for the three months ended March 31, 2023 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
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Industrial Tech Acquisitions II, Inc. |
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By: |
/s/ E. Scott Crist |
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Name: |
E. Scott Crist |
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Title: |
Chief Executive Officer |
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| Dated: July 18, 2023 |
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4
Exhibit 99.1
NEXT Renewable Fuels Adds Former Assistant Secretary
of Army Civil Works Jo-Ellen Darcy to Board of Directors
Public Service and Environmental Conservation Leader
to Help Guide NEXT Ahead of SPAC Merger and Through Federal Permitting of Its Flagship Clean Fuels Facility
HOUSTON, July 12, 2023 – NEXT Renewable Fuels (“NEXT”)
announced Jo-Ellen Darcy has been appointed to its Board of Directors ahead of the company’s anticipated listing on the Nasdaq Capital
Market. NEXT is a next generation fuels company dedicated to the goal of sustainably producing clean, low-carbon fuels from organic feedstock.
“My passions align with the mission of NEXT – to decarbonize
the transportation industry and create a more sustainable foundation of next-generation infrastructure,” said Darcy. “My years
of public service were spent championing this vision, so I look forward to advising this innovative team and contributing to the acceleration
of a cleaner future for all.”
Darcy brings an impressive record in public service, environmental stewardship,
and public policy advocacy to NEXT. Appointed by President Barack Obama, she is renowned for her tenure as the longest-serving Assistant
Secretary of Army Civil Works (2009 - 2017). This position serves as the civilian head of the US Army Corp of Engineers. In this capacity,
she supervised the conservation and development of U.S. water and wetland resources, advanced programs dedicated to flood control, navigation,
and shore protection, and oversaw impactful ecosystem restoration projects.
Darcy held several esteemed positions in the U.S. Senate, including Senior
Environmental Advisor to the Senate Finance Committee and Senior Policy Advisor to the Senate Environment & Public Works Committee.
She was instrumental in the legislative evolution of key policies like the Safe Drinking Water Act and the Clean Water Act, and played
a pivotal role in restoring critical habitats in the Everglades. Darcy also worked as an advisor on Great Lakes resource issues, environmental
preservation, and transportation policy for Michigan Governor Jim Blanchard.
“Jo-Ellen’s leadership and expertise in environmental stewardship
and wetland-related public policy is unparalleled,” emphasized Christopher Efird, Chairperson and CEO of NEXT. “She will be
instrumental in guiding the company through our ambitious pursuit of building world-class clean fuels facilities in the Pacific Northwest.”
Darcy's significant contributions throughout her career earned her the
prestigious Spartan Statesmanship Award for Distinguished Public Service from Michigan State University’s Institute for Public Policy
and Social Research, and the Everglades Coalition Public Service Award. She serves on the Board of Directors for the U.S. Endowment for
Forestry and Communities and is currently serving as the Vice Chair of American Rivers, a leading non-profit organization dedicated to
protecting and restoring rivers across the United States.
MEDIA CONTACT
Michael Hinrichs 805-453-1346
michael@nxtclean.com
About NEXT
NEXT is a next generation fuels company dedicated to sustainably producing
clean, low-carbon fuels. The company’s initial project is a 50,000 barrel-per-day / 750 million gallon-per-year Renewable Diesel
(“RD”) / Sustainable Aviation Fuel (“SAF”) refinery in Oregon with easy multi- modal access to the West Coast
demand markets. The project is advancing through permitting and expects to begin construction upon completion of an Environmental Impact
Statement currently underway with the US Army Corp of Engineers. RD and SAF are high-margin liquid transportation fuels worldwide and
there is a global demand for increased supply. To learn more about NEXT, please visit www.nxtclean.com.
About Industrial Tech Acquisitions II, Inc.
ITAQ is a blank check company formed for the purpose of entering into a
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities. ITAQ is sponsored by Texas Ventures, a leading technology and venture capital firm with expertise
in capital markets and structured finance. The firm provides guidance, insight and capital to assist entrepreneurial teams and managers
who have the desire and talent to build exceptional companies. The Texas Ventures' approach is to identify emerging trends and opportunities
prior to recognition by the broader marketplace, and to take a proactive approach in working with entrepreneurs and managers who they
believe have the ability to build world-class companies.
NEXT Cautionary Statement Regarding Forward-Looking Statements
All statements other than statements of historical facts contained in press
release are forward- looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,”
“may,” “will,” “estimate,” “continue,” “intend,” “expect,” “should,”
“would,”
“plan,” “project,” “forecast,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts
of other financial and performance metrics, projections of market opportunity and market share. These statements are based on
various assumptions, whether or not identified in this press release, and on the current expectations of NEXT’s management and
are not predictions of actual performance. 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. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and
such differences may be material. Many actual events and circumstances are beyond the control of NEXT. These forward-looking
statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market,
financial, political and legal conditions, including the risk that any required regulatory approvals are not obtained, are delayed,
or are subject to unanticipated conditions that could adversely affect the actual results; risks related to the rollout of
NEXT’s business and the timing of expected business milestones; the effects of competition on NEXT’s business. If any of
these risks materialize or NEXT’s assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that NEXT presently does not know or that NEXT currently does not
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect NEXT’s expectations, plans or forecasts of future events and views as of the date
of this press release. NEXT anticipates that subsequent events and developments will cause NEXT’s assessments to change.
However, while NEXT may elect to update these forward-looking statements at some point in the future, NEXT specifically disclaim any
obligation to do so. These forward-looking statements should not be relied upon as representing NEXT’s assessments as of any
date after the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Neither NEXT nor any of its affiliates have any obligation to update this press release.
###
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