Renewal Fuels, Inc. Announces Proposed Merger with Kepler Fusion Technologies

Core Viewpoint - Renewal Fuels, Inc. has executed a non-binding Letter of Intent with Earth Science Fund I and Kepler Fusion Technologies to explore a business combination aimed at establishing a leadership position in compact, aneutronic fusion energy systems [1] Company Overview - Renewal Fuels, Inc. has recently completed a corporate reset, achieving full OTC Markets compliance and eliminating toxic debt, while focusing on strategic transactions to enhance long-term shareholder value [12] - Kepler Fusion Technologies is developing the Texatron™, a next-generation aneutronic fusion power system designed for various environments, producing only helium-4 and direct electrical output with minimal radioactive byproducts [2][3] Proposed Transaction Structure - The LOI outlines that ESF will acquire control of RNWF through the purchase of a Series 2020 Super Voting Preferred Share, while RNWF will acquire 100% of Kepler's outstanding equity through newly issued common shares, potentially issuing up to 240 million shares to Kepler shareholders [8][9] - The transaction is expected to facilitate a change of control and acquisition of Kepler simultaneously [9] Corporate Readiness and Uplisting Strategy - A third-party valuation of Kepler's technology assets is underway, and RNWF is engaging PCAOB-registered audit firms to complete a two-year audit of its financial statements, which is crucial for SEC reporting [4] - The combined group aims for an expedited up-listing to Nasdaq or the Texas Stock Exchange, contingent on meeting regulatory requirements [6] Market Potential - Kepler's Texatron platform is positioned to meet the growing demand for non-intermittent, emissions-free energy, with potential applications in heavy industry and data centers, addressing a market that historically requires approximately 4,000 TWh of reliable power capacity annually [3][10] - The business model of Kepler is based on a "power-as-a-service" strategy, selling electricity under long-term agreements, which is expected to create significant long-term value [2][10]