UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 1, 2023 (
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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Item 1.02. Termination of Material Definitive Agreement.
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, 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 was to be merged with and into NEXT, and NEXT would become a wholly-owned subsidiary of ITAQ.
On October 31, 2023, pursuant to Section 7.1(a) of the Merger Agreement, ITAQ, Merger Sub, NEXT and Industrial Tech Partners II, LLC, (the “Sponsor”), which is the Sponsor of ITAQ entered into a Mutual Termination and Release Agreement (the “Termination Agreement”) to terminate the Merger Agreement (the “Termination”). As a result of the Termination Agreement, the Merger Agreement is of no further force and effect, with the exception of specified provisions set forth in the Termination Agreement, which shall survive the Termination and remain in full force and effect in accordance with their respective terms. Pursuant to the Termination Agreement, NEXT is issuing to the Sponsor a warrant to purchase 600,000 shares of NEXT common stock at an exercise price of $26.1857 per share.
The foregoing descriptions of the Termination Agreement does not purport to be complete and is qualified in its entirety by the Mutual Termination and Release Agreement, which is filed with as an exhibit to this Current Report on Form 8-K as Exhibit 10.1.
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Item 8.01 Other Events.
In view of the termination of the Merger Agreement, ITAQ determined that it would be unable to consummate an initial business combination within the time period in accordance with the provisions of its amended and restated certificate of incorporation, as amended (the “Charter”) and ITAQ intends to dissolve and liquidate in accordance with the provisions of its Charter.
ITAQ expects to redeem all of the 1,348,887 outstanding Class A common stock (“Public Shares”) for an estimated redemption price of approximately $11.00 per share (the “Redemption Amount”) after the payment of up to $50,000 of dissolution expenses, but before the payment of taxes. In April 2023, in connection with an amendment to the Company’s certificate of incorporation to extend the date by which the Company must complete its initial business combination, public stockholders holding 15,901,113 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $165,137,380.09 (approximately $10.38 per share) was removed from the Trust Account to pay such holders. As a result of such redemptions, the Company has 1,348,887 Public Shares outstanding.
Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. ITAQ expects that the proceeds from the trust account will be paid to the public stockholders in approximately ten business days after October 30, 2023.
The Sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
On October 31, 2023, ITAQ issued a press release announcing the termination of the Merger Agreement and its intent to liquidate. A copy of the press release is submitted as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are filed herewith:
| Exhibit No. | Description of Exhibits | |
| 10.1 | Mutual Termination and Release Agreement, dated October 31, 2023, by and among Industrial Tech Acquisitions II, Inc., ITAQ Merger Sub Inc., Next Renewable Fuels, Inc. and Industrial Tech Partners II, LLC. | |
| 99.1 | Press Release dated October 31, 2023. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: November 1, 2023 | |||
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Exhibit 10.1
MUTUAL TERMINATION AND RELEASE AGREEMENT
THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is made and entered into this 31st day of October, 2023 (“Effective Date”), by and among Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Purchaser”), ITAQ Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ITAQ (“Merger Sub”), Next Renewable Fuels, Inc., a Delaware corporation (the “Company”), and Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Sponsor” and, together with Purchaser, Merger Sub and the Company, the “Parties” and each, individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (defined below).
RECITALS:
WHEREAS, (i) the Purchaser, (ii) Merger Sub and (iii) the Company entered into that certain Agreement and Plan of Merger, dated as of November 21, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of April 14, 2023 (the “Merger Agreement”);
WHEREAS, Section 7.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Closing upon mutual written consent of the Purchaser and the Company.
WHEREAS, the Purchaser, Merger Sub and the Company desire to mutually terminate the Merger Agreement and the Parties desire to grant releases as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals. The above recitals are true and correct and incorporated herein by reference.
2. Termination of Merger Agreement. Effective as of the Effective Date, the Merger Agreement is hereby terminated in all respects in accordance with Sections 7.1(a) and 7.2 of the Merger Agreement and is of no further force or effect by or against any Party thereto. Accordingly, all rights and obligations of the Parties under the Merger Agreement shall cease (other than Sections 5.14, 5.15, 7.2, 7.3, 8.1 and Article IX thereof, which will survive the termination of the Merger Agreement) without any Liability on the part of any Party or any of their respective Representatives.
3. Waiver and Release.
(a) Purchaser, Merger Sub and the Sponsor, for themselves, and on behalf of each of their respective affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the “Purchaser Releasing Parties”), hereby absolutely, forever and fully release and discharge the Company and the Company’s affiliates and respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them (the “Company Released Parties”), from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Transaction Documents, and the Merger, including the events leading to the abandonment of the Merger and the termination of the Merger Agreement and the other Transaction Documents (the “Purchaser Released Claims”); provided, however, that this Section 3(a) shall not impact, limit, restrict, or waive any terms, provisions, rights or obligations set forth in this Agreement, including the provisions of the Merger Agreement which expressly survive this Agreement.
(b) The Company for itself, and on behalf of each of the Company’s affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the “Company Releasing Parties”), hereby absolutely, forever and fully release and discharge Purchaser, Merger Sub and the Sponsor and their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them (the “Purchaser Released Parties”), from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Transaction Documents, and the Merger, including the events leading to the abandonment of the Merger and the termination of the Merger Agreement and the other Transaction Documents (the “Company Released Claims,” and together with the Purchaser Released Claims, the “Released Claims”); provided, however, that this Section 2(b) shall not impact, limit, restrict, or waive any terms, provisions, rights or obligations set forth in this Agreement or the Confidentiality Agreement, including the provisions of the Merger Agreement which expressly survive this Agreement.
(c) Purchaser, Merger Sub and the Sponsor, on behalf of itself and the Purchaser Releasing Parties, hereby covenants to the Company Released Parties not to directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by Purchaser, Merger Sub, the Sponsor or any of the Purchaser Releasing Parties of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any of the Company Released Parties relating to any Purchaser Released Claim.
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(d) The Company, on behalf of itself and the Company Releasing Parties, hereby covenants to Purchaser Released Parties not to directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by the Company or the Company Releasing Parties of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any of the Purchaser Released Parties relating to any Company Released Claim.
(e) Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Agreement, such Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Agreement, and which, if known on the date of the execution of this Agreement, might have materially affected such Party’s decision to enter into and execute this Agreement. Each Party expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release. Each Party further agrees that by reason of the releases contained herein, such Party is assuming the risk of such unknown Released Claims and agrees that this Agreement applies thereto.
4. Non-Disparagement. For the consideration described herein, each Party agrees that the other Parties’ goodwill and reputation are assets of great value which were obtained through great costs, time and effort. Therefore, each Party agrees that they shall not in any way, directly or indirectly, disparage, criticize, deride, cast in a negative light, libel or defame any of the other Parties, their owners, directors, officers, affiliates or subsidiaries, their respective business or business practices, services, or employees, nor engage in any activity of any nature which in any way results in any disruption to the routine business of any of the other Parties, or which is damaging to the reputation of any of the other Parties, or which is otherwise detrimental to any of the other Parties’ business activities or relationships. Each Party understands and agrees that non-disparagement is a material term of this Termination Agreement and that any breach of this provision will constitute a material breach of this Termination Agreement.
5. Grant of Warrant to Sponsor. In consideration of the release by the Sponsor of the Company Released Parties and for services rendered by the Sponsor to the Company in addition to services rendered in its capacity as the Sponsor of the Purchaser, the Company shall within three Business Days from the Effective Date issue to the Sponsor a five-year common stock purchase warrant (the “Warrant”) to purchase 600,000 shares of the Company’s common stock, par value $0.001 per share (“NXT Common Stock”), at an exercise price of $26.1857 per share. The Warrant shall be in substantially the form of warrants most recently issued by the Company to other parties.
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6. Mutual Representations. Each Party hereby represents and warrants to each other Party that (a) such Party has full power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and the other Transaction Documents have been duly and validly approved by the board of directors of such Party, (c) no other corporate proceedings on the part of such Party are necessary to approve this Agreement or the termination of the Merger Agreement or any other Transaction Document, and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming due authorization, execution and delivery by the other Party) and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The Company represents and warrants that the Warrant has been duly authorized by the Company’s board of directors and constitute the valid, binding and enforceable obligation of the Company and that the shares of NXT Common Stock have been duly authorized for issuance and when issued upon exercise of the Warrant will be duly and validly authorized and issued, fully paid and non-assessable.
7. Miscellaneous.
(a) This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
(b) Captions and section headings appearing herein are included solely for convenience of reference only and are not intended to affect the interpretation of any provision of this Agreement.
(c) This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.
(d) This Agreement cannot be modified, or any of the terms hereof waived, except by a written instrument signed by the parties.
(e) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
[REMAINDER OF PAGE INTENTIONALY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Mutual Termination Agreement as of the day and year first above written.
| Company: | |||
| NEXT Renewable Fuels, Inc. | |||
| By: | /s/ Chris Efird | ||
| Name: | Chris Efird | ||
| Title: | CEO | ||
| Purchaser: | |||
| Industrial Tech Acquisitions II, Inc. | |||
| By: | /s/ R. Greg Smith | ||
| Name: | R. Greg Smith | ||
| Title: | Chief Financial Officer | ||
| Merger Sub: | |||
| ITAQ Merger Sub Inc. | |||
| By: | /s/ R. Greg Smith | ||
| Name: | R. Greg Smith | ||
| Title: | Chief Financial Officer | ||
| Sponsor | |||
| Industrial Tech Partners II, LLC | |||
| By: | /s/ E. Scott Crist | ||
| Name: | E. Scott Crist | ||
| Title: | Managing Member | ||
[Signature Page to Mutual Termination and Release Agreement]
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Exhibit 99.1
Industrial Tech Acquisitions II, Inc. Announces Termination of Merger Agreement with NEXT Renewable Fuels, Inc. and its Intention to Liquidate
NEW YORK, Oct. 31, 2023 (GLOBE NEWSWIRE) -- Industrial Tech Acquisitions II, Inc. (the “Company” or “ITAQ”) (Nasdaq: ITAQ) announced today that ITAQ and NEXT Renewable Fuels, Inc. have mutually agreed to terminate their previously announced Agreement and Plan of Merger(the “Merger Agreement”), effective as of October 31, 2023 by entering into a mutual termination and release agreement (the “Termination and Release Agreement”) among ITAQ, ITAQ Merger Sub Inc., NEXT and Industrial Tech Partners II, LLC (the “Sponsor”), which is ITAQ’s sponsor. In April 2023, in connection with an amendment to the Company’s certificate of incorporation to extend the date by which the Company must complete its initial business combination, public stockholders holding 15,901,113 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $165,137,380.09 (approximately $10.38 per share) was removed from the Trust Account to pay such holders, and the Company currently has 1,348,887 Public Shares outstanding.
The Merger Agreement was dated as of November 21, 2023, as amended. The Termination and Release Agreement terminates the Merger Agreement on mutually acceptable terms. The Termination and Release Agreement will be described in a Form 8-K to be filed by ITAQ
In view of the termination of the Merger Agreement, ITAQ determined that it would be unable to consummate an initial business combination within the time period in its amended and restated certificate of incorporation, as amended (the “Charter”) and ITAQ intends to dissolve and liquidate in accordance with the provisions of its Charter (“Liquidation”).
ITAQ expects to redeem all of its Public Shares for an estimated redemption price of approximately $11.00 per share (the “Redemption Amount”) after the payment of up to $50,000 of dissolution expenses, but before the payment of taxes. Record holders of the Public Shares will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. ITAQ anticipates that the proceeds from the trust account will be paid to the public stockholders in approximately ten business days after October 30, 2023. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued to the sponsor prior to the Company’s initial public offering.
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.
Forward-Looking Statements
The press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’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 will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties. A more complete discussion of the risks and uncertainties facing the Company is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” in amendment no. 1 to ITAQ’s registration statement on Form S-4, which was filed with the SEC on October 18, 2023 under the captions “Risk Factors,” “Cautionary Note Concerning Forward-Looking Statements” and “ITAQ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other documents of the Company filed, or to be filed, with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact
Lisa Russell
Industrial Tech Acquisitions II, Inc.
(713) 599-1300