Industrial Tech Acquisitions II Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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 (
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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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