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):
October 19, 2023 (October 17, 2023)
Industrial Tech Acquisitions II, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41213 |
|
86-1213962 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
5090 Richmond Ave, Suite 319
Houston, Texas |
|
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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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) |
|
Name of each exchange on
which registered |
| |
|
|
|
|
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
ITAQU |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
ITAQ |
|
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 amended on April 14, 2023, 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 October 17,
2023, NEXT issued a press release announcing that Birgitte Ahring, Ph.D has been appointed to its Board of Directors.
ITAQ has filed a registration
statement on Form S-4 on July 20, 2023, as amended on October 18, 2023 (the “Registration Statement”), with
the Securities and Exchange Commission (the “SEC”) with respect to the proposed business combination with NEXT,
which includes 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 has filed relevant
materials with the SEC including the Registration Statement, which includes 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 HAVE BEEN FILED OR WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY 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, 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, securities to be 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 potential redemptions in connection with any such extension, the excise tax payable
with respect to the redemptions in April 2023 and any additional redemptions in the event that ITAQ seeks a further extension of the date
by which it must complete its initial business combination if the Merger is consummated subsequent to December 31, 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 amended and restated certificate of incorporation, as amended; (vi)
the risk that the net tangible assets 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 risk that ITAQ or NEXT may not complete a financing prior to closing and that NEXT
may not waive such failure; (x) the terms of any financing which may include conversion terms that are unfavorable to the surviving company;
(xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (xii)
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; (xiii) 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 both the
Lakeview RNG facility and NEXT’s proposed Port Westward refinery or to cover its operating costs before NEXT generates revenue;
(xiv) 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; (xv) the risk that NEXT’s costs will be greater than anticipated and revenue will be less than
anticipated; (xvi) risks relating to the cost and availability of feedstock for both the Lakeview RNG facility and NEXT’s proposed
Port Westward refinery; (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 is not able to negotiate offtake agreement for the sale of its fuel
and feedstock supply agreements on terms that enable it to operate profitably; (xxi) the ability to attract new customers and to retain
existing customers in order to continue to expand; (xxii) NEXT’s ability to hire and retain qualified personnel; (xxiii) the risk
that the post-combination company experiences difficulties in managing its growth and expanding operations; (xxiv) 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 in the Pacific Northwest, 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 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 June 30, 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.
| |
Industrial Tech Acquisitions II, Inc. |
| |
|
|
| |
By: |
/s/ E. Scott Crist |
| |
|
Name: |
E. Scott Crist |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: October 19, 2023 |
|
|
4
Exhibit 99.1
NEXT Renewable Fuels Adds Internationally-Renown
Clean Fuels
Innovator Dr. Birgitte Ahring to Board of Directors
Entrepreneur and Inventor of Advanced Cellulosic
Processing to Help Guide NEXT Ahead of
SPAC Merger and Through Market Adoption of Low-Carbon Fuels
HOUSTON, October 17, 2023 – NEXT Renewable Fuels (“NEXT”)
announced Birgitte Ahring, Ph.D has been appointed to its Board of Directors ahead of the company’s anticipated listing on the Nasdaq
Capital Market through its planned merger with Industrial Tech Acquisitions II, Inc. NEXT is a next generation fuels company dedicated
to the goal of sustainably producing clean, low-carbon transportation fuels.
“My entire career has revolved around converting waste products
into clean fuels, so this opportunity speaks to a very personal and professional mission of mine,” said Dr. Ahring. “I want
to see rapid deployment of clean fuels into the market, and I believe NEXT is positioned to do that at scale to accelerate the pursuit
of a cleaner, healthier future.”
Dr. Ahring is a professor of chemical engineering and biological systems
engineering at Washington State University. Her research focuses on clean technologies for biofuels, decarbonizing energy systems, producing
biochemicals and renewable natural gas from waste, converting carbon dioxide into fuel sources, and advancing hydrogen technologies. She
was the first Director of the Bioproducts, Science and Engineering Laboratory, a joint Laboratory between Washington State University
and Pacific Northwest National Laboratory, and in this role, she was instrumental in establishing this facility as a major player within
the biofuels and bio-products area.
Dr. Ahring has produced more than 550 research papers, 420 of which
have been published in academic journals, written two books and holds 11 patents. Her awards include the Washington State Star Researcher
Award, Chancellors Distinguished Research Excellence Award, and the Anjan Bose Outstanding Research Award. In 2022, Washington Governor
Jay Inslee named Dr. Ahring Washingtonian for the Day for her groundbreaking research.
“Dr. Ahring is a globally-recognized expert in clean fuel technologies
and an invaluable asset for NEXT as we continue our work bringing clean fuels to market,” said Christopher Efird, CEO and Chairperson
of NEXT. “She is a brilliant scientist with a complementary background in entrepreneurship and running successful biofuel-related
companies. It’s a perfect fit for NEXT’s Board of Directors.”
Dr. Ahring’s expertise
is broad and expands from full biorefinery set-ups for biomass conversion involving pretreatment, biological production and molecular
tailoring of new biocatalysts to separation and catalysis of platform molecules into fuels and chemicals. Currently she is involved in
the production of jet fuels using a new bio-based concept and her research group works from proofs-of-concept activities in the laboratory
to pilot scale testing of new technologies. She previously founded and served as CEO of BioGasol Aps and served as head of the Maxifuel
Pilot Plant for Cellulosic Ethanol in Denmark. In the US, she is the founder of Clean-Vantage LLC, focusing on production of renewable
natural gas.
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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