Next Renewable Fuels to go public via SPAC merger

Next Renewable Fuels Inc. and Industrial Tech Acquisitions II Inc., a special purpose acquisition company (SPAC), announced Nov. 21 the signing of a business-combination agreement expected to result in a newly formed company to be known as NXTCLEAN Fuels Inc.

The boards of directors of Next and Industrial Tech Acquisitions II have each approved the transaction.

Next is developing a 750-million-gallon-per-year renewable diesel and sustainable aviation fuel (SAF) plant in Oregon.

“West Coast states are demanding a clean-fuels conversion of the transportation and aviation industries with aggressive targets necessitating rapid increases in clean-fuel supplies,” said Christopher Efird, CEO and executive chairman of Next. “NXT is advancing toward becoming one of the largest U.S.-based suppliers of clean fuels for these markets and is investigating and pursuing potential vertical expansion into other clean fuels.”

Industrial Tech Acquisitions II raised gross proceeds of approximately $172.5 million in its initial public offering. Its stock is traded on the Nasdaq Global Market.

Industrial Tech Acquisition II’s objective is to identify and consummate an initial business combination with a target that can benefit from the investment, operating, and innovating experience of its management team and sponsor.

Scott Crist, CEO and chairman of Industrial Tech Acquisitions II, said, “Renewable diesel and sustainable aviation fuel are the most desired liquid fuels in the world, and there is an urgent global need for more. NXT has a multiprong business plan and is developing a strategically positioned facility along the Columbia River in Oregon.”

The combined company is expected to have an implied post-money pro forma enterprise value of approximately $530 million and an equity value of approximately $666 million at closing, assuming no redemptions by Industrial Tech Acquisitions II public shareholders.

Assuming no redemptions by Industrial Tech Acquisitions II public shareholders, the transaction is expected to deliver up to approximately $176 million of cash held in Industrial Tech Acquisitions II’s trust account.

The conditions to Next’s closing include the amount remaining in the trust account after any redemptions plus the net proceeds of any private financing completed by Industrial Tech Acquisitions II is at least $50 million.

The SPAC has retained England & Co. for a private capital raise, if necessary.

In the transaction, a newly formed subsidiary of Industrial Tech Acquisitions II will merge with Next, with Next surviving as a wholly owned subsidiary of Industrial Tech Acquisitions II.

Pursuant to the merger, all preclosing stockholders and holders of convertible debt of Next will receive common stock of Industrial Tech Acquisitions II, which will continue after the closing as a publicly traded company under the name NXTCLEAN Fuels Inc.

The transaction, which has been approved by both boards of directors, is expected to close late in the second quarter of 2023, subject to shareholder approvals and other customary closing conditions.