NEXT Renewable Fuels, Inc. signed a business combination agreement to acquire Industrial Tech Acquisitions II, Inc. (NasdaqGM:ITAQ) from Industrial Tech Partners II, LLC, Saba Capital Management, L.P. and others for $450 million in a reverse merger transaction on November 21, 2022. 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 ITAQ public shareholders. United Airlines Ventures entered into a strategic investment agreement with NXT pursuant to which it invested in NXT and could continue to invest as much as $37.5 million. Post deal completion, ITAQ shall change its corporate name to NXTCLEAN Fuels Inc. As of April 11, 2023, NEXT Renewable Fuels announced that Stephen Trauber has been appointed to its Board of Directors ahead of the company's anticipated listing on the Nasdaq Capital Market.

The transaction is subject to the approval of the stockholders of ITAQ and NXT, completion of any filings required to be made with, any governmental authorities (“ Regulatory Approvals ”) and completion of any antitrust expiration periods, ITAQ having net tangible assets of at least $5,000,001, the members of the post-Closing ITAQ board of directors shall have been elected or appointed as of the Closing, the Registration Statement shall have been declared effective by the SEC, the execution of the Lock-Up Agreements and other customary closing conditions. The boards of directors of NXT and ITAQ have each unanimously approved the transaction. The deal is expected to close late in the second quarter of 2023.

England & Company is acting as financial advisor to ITAQ. Ralph De Martino and Nick Tipsord of ArentFox Schiff LLP is acting as legal counsel to NXT. Richard I. Anslow and Asher S. Levitsky of Ellenoff Grossman & Schole LLP is acting as legal counsel to ITAQ. Continental Stock Transfer & Trust Company acted as transfer agent to Industrial Tech. Laurel Hill Advisory Group acted as Proxy Solicitor to Industrial Tech. Industrial Tech agreed to pay the solicitation agent approximately $12,500.