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.
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.
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.