As filed with the U.S. Securities and Exchange Commission on October 17, 2023.

Registration No. 333-273337

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

 i AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

__________________________________________

 i Industrial Tech Acquisitions II, Inc.

(Exact Name of Registrant as Specified in Its Charter)
__________________________________________

5090 Richmond Ave, Suite 319
Houston, Texas 77056
Telephone: 713-599-1300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

E. Scott Crist
c/o Texas Ventures Mgmt, LLC
5090 Richmond Ave, Suite 319
Houston, Texas 77056
Telephone: 713-599-1300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

__________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  i ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

NXT plans that NXTCLEAN will construct and operate the proposed Port Westward Refinery at Port Westward, Oregon, a port located on the Columbia River in Oregon. If NXT should, at any point, come to the conclusion that a positive FID to proceed with the Port Westward Refinery cannot be made, or is not likely to be made, NXT will evaluate the circumstances and seek an alternative course of action.

On April 13, 2023, NXT, through its wholly owned subsidiary, Lakeview RNG, LLC, purchased certain assets pursuant to a non-judicial foreclosure that includes land, personal property, equipment, permits and a partially constructed facility in Lakeview, Oregon formerly owned by Red Rock Biofuels, LLC. Red Rock Biofuels’ intention and design was to produce sustainable aviation fuel. NXT has not completed its assessment on the design, engineering, assets acquired or permits. Until NXT has (i) completed its FEED engineering, (ii) assessed the extent to which the new engineering plans require permit modifications, (iii) selected an EPC contractor, and (iv) raised sufficient debt and equity financing to re-engineer and complete construction, NXT will not be able to make a positive FID with respect to the proposed Lakeview Facility. If a positive FID is reached, NXT plans that NXTCLEAN will complete construction and operate the proposed facility in Lakeview, Oregon. If NXT should, at any point, come to the conclusion that a positive FID to proceed with the Lakeview Facility cannot be made, or is not likely to be made, NXT will evaluate the circumstances and seek alternatives.

It is anticipated that upon completion of the Business Combination, the ITAQ public stockholders would retain a percentage ownership interest dependent upon the number of ITAQ public stockholders who exercise their redemption rights. If there are no redemptions, the ITAQ public stockholders will own approximately 3.1% in NXTCLEAN, the Sponsor of ITAQ will retain an ownership interest of approximately 9.9% of NXTCLEAN, the PIPE Investors will own approximately 17.6% of NXTCLEAN, and the NXT stockholders will own approximately 69.4% of NXTCLEAN. In a Maximum Redemption Scenario, which occurs when 500,000 ITAQ public shares will be outstanding after redemptions, the ITAQ public stockholders will own approximately 1.2% in NXTCLEAN, the Sponsor of ITAQ will retain an ownership interest of approximately 10.1% of NXTCLEAN, the PIPE Investors will own approximately 17.9% of NXTCLEAN, and the NXT pre-merger stockholders will own approximately 70.8% of NXTCLEAN. These percentages may change to the extent that ITAQ issues shares of Class A Common Stock in connection with financing transactions, which may be negotiated and to the extent that NXT issues convertible debt or equity securities that are convertible into ITAQ Common Stock. The ownership and voting power percentages with respect to NXTCLEAN does not take into account (i) the actual amount of redemptions by ITAQ public stockholders, (ii) the issuance of any additional shares upon the under the Incentive Plan, (iii) the issuance of any additional shares underlying Assumed Options or Assumed Warrants or (iv) the issuance of any additional shares upon conversion of the NXTCLEAN Series A Preferred Stock. If the actual conditions are different from these assumptions (which they are likely to be), the percentage ownership retained by the ITAQ stockholders will be different. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Also at the Special Meeting you will also be asked to vote on (i) a restated certificate of incorporation for ITAQ which will change ITAQ’s corporate name to NXTCLEAN Fuels Inc., provide for a classified board of directors and eliminate provisions that are designed for a SPAC, (ii) an advisory and non-binding proposal to approve the provisions of the Restated ITAQ Charter that provide for a classified board of directors with three classes of directors, (iii) an equity incentive plan and (iv) the election of nine directors, constituting the entire board.

ITAQ’s Class A Common Stock, Units and ITAQ Public Warrants are each traded on Nasdaq under the symbols “ITAQ,” “ITAQU,” and “ITAQW,” respectively. On [            ], 2023, the record date for Special Meeting, the closing sale prices of such securities were $[            ], $[            ] and $[            ], respectively. Upon the Closing, ITAQ’ units will be separated into their component securities and cease to exist as separate securities. ITAQ intends to apply for the listing of the NXTCLEAN Common Stock and Warrants on Nasdaq effective upon completion of the Business Combination. ITAQ and NXT have each advised the other that it will not close the Merger in the event ITAQ does not obtain Nasdaq approval of its continued listing at the effective time of the Merger.

Only holders of record of shares of ITAQ Common Stock at the close of business on [_____], 2023 (the “Record Date”), are entitled to notice of the Special Meeting and the right to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

On April 10, 2023, ITAQ held a special meeting of stockholders at which ITAQ’s stockholders approved the extension of the date by which ITAQ must consummate a Business Combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company). In connection with the vote to approve the extension, ITAQ’s public were given the right to redeem their ITAQ Public Shares, and stockholders holding 15,901,113

Public Shares exercised their right to redeem such shares. As a result, $165,137,380 (approximately $10.38 per share) was removed from the Trust Account to pay such holders, leaving a balance of $14,560,534 at July 17, 2023. As a result of the redemptions, the number of Public Shares decreased from 17,250,000 shares to 1,348,887 shares.

The accompanying proxy statement/prospectus provides ITAQ stockholders with detailed information about the Business Combination and other matters to be considered at the Special Meeting. ITAQ urges its stockholders to carefully read this entire document and the documents incorporated herein by reference. ITAQ stockholders should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

ITAQ files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access ITAQ’s filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at: http://www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, ITAQ’s corporate website at [ ]. ITAQ’s website and the information contained on, or that can be accessed through, ITAQ’s website or any other website is not a part of this proxy statement/prospectus.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the relevant contract or other annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the ITAQ Special Meeting, you should contact ITAQ by telephone or in writing at the following address and telephone number:

E. Scott Crist
Chief Executive Officer
5090 Richmond Ave, Suite 319
Houston, Texas 77056
(713) 599-1300

You may also obtain these documents by requesting them in writing or by telephone from ITAQ’s proxy solicitation agent at the following address and telephone number:

[      ]

If you are a stockholder of ITAQ and would like to request documents, please do so by [____], 2023, in order to receive them before the Special Meeting. If you request any documents from ITAQ, ITAQ will mail them to you by first class mail. You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by [__________], 2023 in order to receive them before the Special Meeting.

Because E. Scott Crist, ITAQ’s chief executive officer and a director is also a director of NXT and through a partnership of which he is a general partner, holds less than a 1% equity interest in NXT, and, as a director of NXT, Mr. Crist received options to purchase 120,000 shares of NXT Common Stock at an exercise price of $5.00 per share. The options to purchase 120,000 shares of NXT Common Stock held by Mr. Crist will become options to purchase a total of 267,379 shares of NXTCLEAN Common Stock at $2.24 per share upon the completion of the Merger. The ITAQ Board formed a special committee comprised entirely of independent and disinterested directors (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the ITAQ Board whether to pursue the Business Combination and, if so, on what terms and conditions.

After careful consideration, the ITAQ Special Committee, unanimously approved the Merger Agreement and the Business Combination and determined that each of the Proposals described in the accompanying proxy statement/prospectus is in the best interests of ITAQ and recommends that you vote “FOR” each of these Proposals.

The accompanying proxy statement/prospectus provides ITAQ stockholders with detailed information about the Business Combination and other matters to be considered at the Special Meeting. ITAQ urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation regarding these Proposals by the Special Committee, you should keep in mind that ITAQ’ directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a

NOTICE OF SPECIAL MEETING IN LIEU OF 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [            ], 2023

TO THE STOCKHOLDERS OF INDUSTRIAL TECH ACQUISITIONS II, INC.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2023 annual meeting of stockholders (the “Special Meeting”) of Industrial Tech Acquisitions II, Inc., a Delaware corporation (“ITAQ”), will be held virtually at [            ] Eastern time on [            ], 2023, or on such other date to which the meeting may be adjourned or postponed. The Board of Directors of ITAQ (the “ITAQ Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at [•]. Stockholders will NOT be able to attend the Special Meeting in-person. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. You or your proxy holder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/[________] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.”). The Special Meeting, which will be held for the following purposes:

(1)     to consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of November 21, 2022 (attached hereto as Annex A-1). as amended by an Amendment dated April 14, 2023 (attached as Annex A-2) and as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among ITAQ, NEXT Renewable Fuels, Inc., a Delaware corporation (“NXT”) and ITAQ Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ITAQ (“Merger Sub”), which provides for, among other things, the merger (the “Merger”) of Merger Sub with and into NXT, with NXT surviving as a wholly-owned subsidiary of ITAQ, and in connection with the Merger (i) the holders of NXT common stock (collectively, the “NXT Common Stockholders”) will receive newly-issued shares of ITAQ Class A Common Stock based on a conversion ratio determined by dividing (i) $450,000,000 by (ii) the Redemption Price and dividing the result by the Total NXT Shares, which result is the Conversion Ratio, (2) ITAQ will assume outstanding NXT options, which will become options to purchase ITAQ Class A Common Stock, (3) ITAQ will assume each outstanding NXT Warrant, which will become warrants to purchase shares of ITAQ Class A Common Stock, with the exercise price and the number of shares of ITAQ Class A Common Stock of the NXT Options and NXT Warrants to be adjusted by the Conversion Ratio and (4) each share of the NXT preferred stock, which has a stated value of $750,000 per share, shall be automatically converted into 75,000 shares of NXTCLEAN Series A Preferred Stock, which will be a newly-created series of convertible preferred stock with a stated value of $10.00 per share and which will pay a cumulative dividend at the rate of 6% per annum, payable in kind unless NXTCLEAN elects to pay in cash and is convertible into NXTCLEAN common stock at a conversion price of $10.00 per share (the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions” or the “Business Combination”). This proposal is referred to as the “Business Combination Proposal.”

(2)    to consider and vote upon a proposal to amend, immediately following and in connection with the closing of the Merger, ITAQ’s existing amended and restated certificate of incorporation (the “Existing ITAQ Charter”) by adopting the second amended and restated certificate of incorporation attached hereto as Annex B (the “Restated ITAQ Charter”). This Proposal, which is referred to as the “ITAQ Charter Proposal” is conditioned on the approval of the Business Combination Proposal.

(3)    to consider and vote upon, on an advisory and non-binding basis, a separate Proposal to approve the provisions of the Restated ITAQ Charter that provide for a classified board with three classes of directors. This separate vote is not otherwise required by Delaware law, separate and apart from the ITAQ Charter Proposal, but is required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Advisory Charter Proposal for a Classified Board of Directors (separate and apart from approval of the ITAQ Charter Proposal). The Advisory Charter Proposal for a Classified Board of Directors is described in more detail in this proxy statement/prospectus under the heading “Proposal No. 3. The Advisory Charter Proposal for a Classified Board of Directors.”

(4)    to consider and vote upon a proposal to adopt an equity incentive plan (the “Incentive Plan”) in the form of Annex C to this proxy statement/prospectus, which is referred to as the “Incentive Plan Proposal”;

(5)    to elect nine directors constituting the entire board of directors of ITAQ (the “Post-Closing ITAQ Board”), which is referred to as the “Director Election Proposal”; and

(6)    to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the ITAQ Charter Proposal, the Advisory Charter Proposal for a Classified Board of Directors, the Incentive Plan Proposal, or the Director Election Proposal, which is referred to as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ITAQ Class A common stock and ITAQ Class B Common Stock (the “ITAQ Common Stock”) at the close of business on [        ], 2023, the record date for the Special Meeting, are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and at any adjournments or postponements of the Special Meeting.

The ITAQ Board formed a special committee comprised entirely of independent and disinterested directors (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the ITAQ Board whether to pursue the Business Combination and, if so, on what terms and conditions. After careful consideration, the Special Committee approved the terms of the Merger Agreement, and, following such approval, the ITAQ Board determined that each of (i) the Business Combination Proposal, (ii) the ITAQ Charter Proposal, (iii) the Advisory Charter Proposal for a Classified Board of Directors, (iv) the Incentive Plan Proposal, (v) the Director Election Proposal, and (vi) the Adjournment Proposal are advisable and fair to and in the best interest of ITAQ and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the ITAQ Charter Proposal, “FOR” the Advisory Charter Proposal for a Classified Board of Directors, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal, if presented.

The Merger is conditioned on the approval of each of the Business Combination Proposal, the ITAQ Charter Proposal, the Incentive Plan Proposal, and the Director Election Proposal (the “Condition Precedent Proposals”) at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety. If the Business Combination Proposal is not approved by ITAQ’s stockholders, the Merger will not be consummated, the Restated ITAQ Charter will not be adopted and the Director Election Proposal and the Advisory Charter Proposal for a Classified Board of Directors will not be effected. Additionally, if either the Director Election Proposal or the Incentive Plan Proposal is not approved by ITAQ’s stockholders, the Merger will not be consummated and the Restated ITAQ Charter will not be adopted unless NXT waives these conditions.

All of ITAQ’s stockholders are cordially invited to attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of ITAQ Common Stock, you may also cast your vote virtually at the Special Meeting. If your shares are held in an account at a brokerage firm or bank or other nominee, you must instruct your broker or bank or nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you must obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the Business Combination Proposal, the ITAQ Charter Proposal and the Advisory Charter Proposal for a Classified Board of Directors, but will not have an effect upon the Incentive Plan Proposal, the Director Election Proposal, or the Adjournment Proposal, provided that a quorum is present.

A complete list of ITAQ stockholders of record entitled to vote at the Special Meeting will be available for ten days immediately prior to the Special Meeting at the principal executive offices of ITAQ for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Merger is

TABLE OF CONTENTS

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties and actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this proxy statement/prospectus.

The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in NXT. Additional risks and uncertainties not currently known to NXT or ITAQ or which NXT or ITAQ currently deem immaterial may also have a material adverse effect on NXT’s business, financial condition, results of operations, prospects and/or its share price. Stockholders should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice prior to deciding whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. NXT is under no duty to, and makes no undertaking that it will, update the risk factors contained herein.

Risks Related to NXT’s Business and Strategy

NXT is a development stage company with a history of net losses, and we may not achieve or maintain profitability.

NXT is a development stage company and has not generated any revenue and has incurred net losses since its inception, including net losses of approximately $44.1 million, $29.4 million and $4.6 million for the six months ended June 30, 2023 and the years ended December 31, 2022 and 2021, respectively. As of June 30, 2023 and December 31, 2022, NXT had an accumulated deficit of approximately $80.0 million and $80.0 million, respectively. NXT is in the process of permitting the Port Westward Refinery to produce renewable fuel and has acquired assets to develop another facility, the Lakeview Facility. For the Port Westward Refinery, until NXTCLEAN has (i) completed its FEED engineering, (ii) received all permits required by the State of Oregon and the United States federal government for the construction and operation, including the Section 404 Clean Water Act permit which is currently subject to a U.S. Army Corp of Engineers Environmental Impact Statement, (iii) selected an EPC contractor acceptable to the financial community, and (iv) raised sufficient debt and equity financing to allow construction of the facility, NXT will not be able to make a positive FID. If a positive FID is reached, NXT plans that NXTCLEAN will construct NXT plans that NXTCLEAN will construct and operate its proposed refinery at Port Westward, Oregon. NXT does not expect to generate revenue from the Port Westward Refinery before 2026. However, it can give no assurance that NXTCLEAN can or will meet this timetable.

For the Lakeview Facility, until NXTCLEAN has (i) completed its FEED engineering, (ii) assessed the status of the existing permits and, if necessary, obtained any modification of existing permits or any new required permits, (iii) selected an EPC contractor acceptable to the financial community, and (iv) raised sufficient debt and equity financing to complete construction, NXT will not be able to make plans to complete construction of the Lakeview Facility and begin operations in 2025. NXT can give no assurance that it can or will meet this timetable. Accordingly, NXT expects to incur losses and negative cash flow from operating activities, which losses and negative cash flow from operations may be significant for the foreseeable future, and to incur significant capital expenditures in the construction and commencement of operations for the proposed NXT Projects. NXT cannot assure you that NXTCLEAN can or will be able to construct the proposed NXT Projects or operate any NXT Projects profitably after completion. If NXT should, at any point, come to the conclusion that a positive decision to proceed cannot be made or is not likely to be made on either of the NXT Projects, then NXT may proceed with the NXT Project for which a positive decision can be made and if a positive decision cannot be made on both NXT Projects, NXTCLEAN will evaluate the circumstances and seek alternative actions.

If NXT is unable to fund the development of either the Port Westward Refinery or the Lakeview Facility, it will not be able to generate revenue and may not be able to continue in business.

NXT intends to construct the Port Westward Refinery on 625 acres of land at Port Westward, Oregon. Since inception, most of NXT’s resources have been dedicated towards securing its development site, engineering and permitting, as well as preparing for construction of the Port Westward Refinery, and more recently, the Lakeview Facility. NXT believes that it will continue to expend substantial resources for the foreseeable future associated with paying lease and site costs for the construction of Port Westward Refinery, obtaining government and regulatory approvals, acquiring or constructing storage facilities and negotiating supply and offtake agreements for the renewable fuel it would produce.

In addition, other unanticipated costs are likely to arise. Because the costs of developing its technology at a commercial scale are highly uncertain, NXT cannot reasonably estimate the amounts necessary to successfully commence the production of renewable fuel at the Port Westward Refinery.

NXT intends to deploy the assets acquired in the Lakeview Transaction to construct the Lakeview Facility at Lakeview, Oregon. The assets purchased in the Lakeview Transaction includes land, permits, personal property and an unfinished non-functional facility that NXT intends to re-engineer to produce hydrogen and renewable natural gas. However, NXT management is continuing to assess the commercial feasibility of such plans, and may decide to seek to produce another type of biofuel if the production of hydrogen and renewable natural gas are deemed to not be commercially feasible. The assets were formerly owned by Red Rock Biofuels, LLC which had intended to produce SAF. In order re-engineer the Lakeview Facility to produce RNG, NXT will need to (i) complete its FEED engineering, (ii) assess the extent to which the new engineering plans require permit modifications and obtain any necessary modified permits, (iii) select a contractor, and (iv) raise sufficient debt and equity financing to re-engineer and complete construction which represents the expenditure of substantial resources for the foreseeable future. In addition, other unanticipated costs are likely to arise. Because the costs of developing its technology at a commercial scale are highly uncertain, NXT cannot reasonably estimate the amounts necessary to successfully commence the production of renewable fuel at the Lakeview Facility.

To date, NXT has funded its operations primarily through private equity offerings of common stock, the issuance of debt, including convertible debt, and warrants and through proceeds received pursuant to the Exclusivity Agreement. NXT estimates that it will require $3.0 billion to $3.5 billion to complete construction of the Port Westward Refinery and commence operations, although its cash requirement may be greater than that estimate. In addition, NXT estimates that it will require approximately $675 million to complete construction of the Lakeview Facility. Moreover, NXTCLEAN’s plans and expectations may change as a result of factors currently unknown to NXT or ITAQ, and NXTCLEAN may need additional funds sooner than planned. NXTCLEAN may also choose to seek additional capital sooner than required if it believes that there are favorable market conditions or strategic considerations.

At June 30, 2023 and December 31, 2022, NXT had a working capital deficiency of approximately $20.8 million. NXT is continuing to incur operating losses and is making capital expenditures. NXT’s cash and cash equivalents were approximately $1,060,000 at June 30, 2023 and $620,000 at December 31, 2022. NXT has financed its operations through the placement of its debt and equity securities and through certain exclusivity fees from interested parties who may enter into offtake agreements for fuel to be produced at the Port Westward Refinery, and NXT requires substantial financing in order to complete the permitting and commence construction on the Port Westward Refinery. NXT estimates that, in order to complete the refinery and continue operations until revenue is generated, it will require between $3.0 billion and $3.5 billion for the Port Westward Refinery and an additional $675 million to complete engineering and construction of the Lakeview Facility, with no assurance that its cash requirements prior to generation of revenue will not exceed those amounts. NXT expects to pay the costs of construction through additional project finance funding. Cost overruns or other unexpected difficulties could cause the construction to cost more than NXT anticipates, which could increase its need for such funding. Such funds may not be available when NXTCLEAN needs them, on terms that are acceptable to NXTCLEAN, if at all, which could delay or prevent NXTCLEAN’s initial commercial production of renewable fuel. NXT does not presently have the facilities in place to fund even a modest portion of its anticipated capital requirements. NXT can give no assurance that it will be able to fund the construction of its proposed Port Westward Refinery or the Lakeview Facility, and its failure to obtain the necessary funding could cause it to cease operations, in which event NXTCLEAN’s equity could become worthless following the Merger. In addition, to the extent that NXT issues equity securities in connection with its construction financing, holders of NXTCLEAN Common Stock could suffer substantial dilution in their equity interest in NXTCLEAN. We cannot assure you that NXTCLEAN will be able to obtain the required financing or complete the construction of the Port Westward Refinery or Lakeview Facility which is necessary for NXTCLEAN to stay in business.

The requirements of funding sources may affect the price that NXTCLEAN pays for feedstock and receives for its renewable fuels.

As described in the previous risk factor, NXTCLEAN has very significant cash requirements in order to construct and commence operations of the proposed NXT Projects. NXT anticipates that any lender that is making significant financing to NXTCLEAN will need to be satisfied that NXTCLEAN’s will have significant customers to purchase NXTCLEAN’s fuel when the respective NXT Projects become operational and/or that NXTCLEAN has a source of feedstock. Additionally, it may be necessary that the lender directly contact such purchasers and suppliers directly. The customers or suppliers may, as a condition to giving such assurance to the potential lender at a time significantly before NXTCLEAN

is operating its refineries, with no assurance that NXTCLEAN will complete either of the NXT Projects based on its current schedule if at all, require that NXTCLEAN give such customers and its suppliers more favorable terms than it would otherwise give, which may affect NXTCLEAN’s gross margin and net income when NXTCLEAN commences operations. NXT can give no assurance that it will be able to obtain the required financing for either of the NXT Projects.

NXT has no experience in either the construction of a renewal fuel refinery or facility or in the operation of a renewable fuel business, which may impair its ability to construct the NXT Projects or produce and sell renewable fuel and to negotiate contracts for the purchase or feedstock and the sale of fuel.

As of the date of this proxy statement/prospectus, neither NXT nor its management has fully constructed a renewable fuel refinery or facility or developed or sold renewable fuel in any quantities, and it may not be successful in either completing the NXT Projects or engaging in the business of developing and selling renewal fuel. The production of renewable fuel requires multiple integrated steps, including:

•        obtaining the feedstocks;

•        treatment of feedstocks to remove impurities;

•        hydrotreating of feedstocks to hydrogenate the feedstocks and remove oxygen;

•        catalytic conversion of the hydrogenated feedstocks into various renewable products;

•        distillation and or fraction of the resulting product mix to separate out specific products; and

•        storage and distribution of the resulting renewable fuels.

NXTCLEAN’s future success depends on its ability both to obtain feedstock and to produce and sell commercial quantities of renewable fuel in a timely and economic manner following the Merger and Business Combination.

NXT has estimated the construction and operating costs for the Port Westward Refinery to be $3.0 billion to $3.5 billion and to be approximately $675 million for the Lakeview Facility. NXT has never built or operated a commercial renewable fuel facility. NXT assumes that it understands how the engineering and process characteristics of the construction of such facilities would occur, but these assumptions may prove to be incorrect. In addition, if existing tax credits, subsidies and other incentives in the US and foreign markets are phased out or reduced, the overall cost of commercialization of renewable fuel could increase. Accordingly, NXT cannot be certain that NXTCLEAN can manufacture renewable fuel in an economical manner in commercial quantities following the Merger and Business Transaction. If NXTCLEAN fails to manufacture renewable fuel economically on a commercial scale or in commercial volumes, its commercialization of renewable fuel and its business, financial condition and results of operations will be materially adversely affected, which could significantly reduce the value of NXTCLEAN’s Common Stock following the Merger and Business Combination.

NXT may face difficulties constructing the proposed NXT Projects, and it may not be able to construct such facilities in a timely and cost-effective manner.

NXTCLEAN will be required to obtain numerous regulatory approvals and permits to construct and operate the NXT Projects and will need to complete a FEED engineering study for each project, amend permits for the Lakeview Facility, and obtain new permits for the Port Westward Refinery. NXTCLEAN will face many practical challenges in constructing its proposed NXT Projects, which could substantially increase its cost of business and harm its results of operations. For example, there is no guarantee that NXTCLEAN, or any contractor it retains, will be able to successfully design either of the proposed NXT Projects with commercial viability, as NXT has never built a full-scale commercial renewable fuel facility, and the cost of completing the proposed NXT Projects could prove higher than anticipated. NXT’s estimates of the capital costs that it and NXTCLEAN will need to incur are based upon initial engineering studies that will need to be refined. These estimates may prove to be inaccurate, and it may cost materially more to engineer and build the NXT Projects than NXT currently anticipates, which could adversely affect NXTCLEAN’s business and results of operations.

Additionally, the construction of the NXT Projects will be subject to the risks inherent in the build-out of any manufacturing facility, including risks of delays and cost overruns as a result of factors that may be out of our control, such as delays in the delivery of equipment and subsystems or the failure of such equipment to perform as expected once delivered. In addition, NXTCLEAN will depend on third-party relationships in expanding its renewable fuel production capacity and such third parties may not fulfill their obligations to NXTCLEAN under its arrangements with them. Delays, cost-overruns or failures in the construction process will impede NXTCLEAN’s commercial production of renewable fuel and harm our performance.

Furthermore, as further discussed below, NXTCLEAN will be required to obtain numerous regulatory approvals and permits to construct and operate the proposed Port Westward Refinery, and it will not be able to commence construction until it has received all necessary permits. These include various Oregon land, air and water permits, fuel registration with the US Environmental Protection Agency, or EPA, approvals from the US Army Corp of Engineers, and others. Although NXT has already received important permits from certain Oregon regulatory authorities, it still requires additional state and federal permits in order to commence construction, including a 401 Water Quality Certification from the Oregon Department of Environmental Quality and a 404 Clean Water Act Permit from the US Army Corp. of Engineers. These requirements may not be satisfied in a timely manner, or at all. Further, new federal or state governmental requirements may also substantially increase NXTCLEAN’s costs or delay or prevent the completion of construction, which could have a material adverse effect on our business, financial condition and results of operations, which may have an adverse effect on NXTCLEAN’s stock price.

NXT may face substantial delay in getting regulatory approvals for use of its renewable fuel and for its refinery, which could substantially hinder NXTCLEAN’s ability to commercialize its products.

Commercialization of NXT’s renewable fuel will require approvals from state and federal agencies. Before NXTCLEAN can sell renewable fuel as a fuel, it must receive EPA fuel certification and the approval process may require significant time. Approval can be delayed for years, and there is no guarantee of receiving it. Any delay in receiving approval will slow or prevent the commercialization of NXTCLEAN’s renewable fuel for fuel markets, which could have a material adverse effect on its business, financial condition and results of operations.

Before any biofuel NXTCLEAN produces receives a “renewable identification number,” or RIN, it must register the fuel with the EPA and receive approval that the fuel meets specified regulatory requirements. Delay or failure in developing a fuel that meets the standards for advanced and cellulosic biofuels, or delays in receiving the desired RIN, will make NXTCLEAN’s fuel less attractive to refiners, blenders, and other purchasers, which could harm NXTCLEAN’s ability to generate revenue. Approval, if ever granted, could be delayed for a substantial time, which could significantly harm the development of NXTCLEAN’s business and prevent the achievement of its goals.

Further, while NXT has obtained permits from the State of Oregon in order to progress with the construction of the proposed Port Westward Refinery, NXT is still waiting for a 401 Water Quality Certification from the Oregon Department of Environmental Quality and a 404 Clean Water Act Permit from the US Army Corp. of Engineers. Approval of such permits, if ever granted, could be delayed for substantial amounts of time, which could significantly impair the development of NXTCLEAN’s business and prevent the achievement of its goals.

Additionally, NXT’s conditional use permit relating to a portion of its railroad branch line on the Port Westward property was recently reversed and nullified by the Land Use Board of Appeals of the State of Oregon. Although the county’s separate decision to approve the construction of NXT’s diesel facility was not challenged, NXT and NXTCLEAN may either need to reconstruct the proposed rail facility or submit a new permit application in order to reobtain this permit.

Furthermore, there are various third-party certification organizations such as ASTM International, or ASTM, and Underwriters’ Laboratories, Inc. involved in standard-setting regarding the transportation, dispensing and use of liquid fuel in the US and abroad. These organizations may change their standards and additional requirements may be enacted or adopted that could prevent or delay approval of NXTCLEAN’s products. The process of seeking required approvals and the continuing need for compliance with applicable standards may require the expenditure of substantial resources, and there is no guarantee that NXTCLEAN will satisfy these standards in a timely manner, if ever.

NXTCLEAN will not be able to produce its fuels until the respective NXT Projects are completed and the fuels which they produce meet regulatory requirements. These fuels must meet various statutory and regulatory requirements before they may be used in transportation. In the case of diesel fuel for use in ground transportation, renewable diesel currently has the same ASTM number as petroleum diesel (ASTM 975) and can be blended up to 100% with traditional diesel fuel.

However, in the US, the use of specific jet fuels is regulated by the Federal Aviation Administration, or FAA. Rather than directly approving specific fuels, the FAA certifies individual aircraft for flight. This certification includes authorization for an aircraft to use the types of fuels specified in its flight manual. To be included in an aircraft’s flight manual, the fuel must meet standards set by ASTM. The current ASTM requirements do not permit the use of jet fuel derived from renewable fuel, and we will need to give ASTM sufficient data to justify creating a new standard

applicable to its SAF. Failure to obtain regulatory approval in a timely manner, or at all, could have a significant negative effect on NXTCLEAN’s operations. Additionally, any current or future offtake agreement with an airline will be subject to the FAA permitting NXTCLEAN’s fuel to be used in its aircraft.

NXTCLEAN may be unable to successfully negotiate binding renewable fuel supply and distribution agreements, which could harm NXTCLEAN’s commercial prospects.

In order to operate the Port Westward Refinery, NXTCLEAN will need to have an agreement with suppliers of feedstock sufficient to enable it to produce 37,500 barrels of renewable diesel fuel per day. NXT had previously entered into offtake agreements with three super major energy companies and a feedstock supply agreement with BP. However, each of these either has been terminated or has become terminable by the other party due to delays in NXT commencing commercial operation of the Port Westward Refinery. Accordingly, NXTCLEAN will need to negotiate both agreements for the supply of feedstock and offtake agreements for the sale of its fuel. Although it is engaged in discussions with respect to such agreements, it is not likely that any feedstock supplier or any purchaser of NXTCLEAN’s fuel until and unless the other parties are satisfied that NXTCLEAN will have the Port Westward Refinery completed and operating within a reasonable time after it enters into the agreements. We cannot assure you that current agreements with other parties to purchase or NXTCLEAN’s fuels will not be terminated until such parties are satisfied that NXTCLEAN can construct and operate the Port Westward Refinery within a reasonable period of time from the date of any contract. NXT expects to reengage in discussions with each of the purchasers for new offtake agreements and suppliers or feedstock upon the receipt of certain permits related to the Port Westward Refinery. NXT cannot assure you that it will be able to negotiate one or more feedstock supply agreements or offtake agreements or that, if agreements are completed, the terms would enable NXTCLEAN to market its fuel at a reasonable margin. NXT’s potential customers are more experienced in negotiating offtake agreements than NXT is, and NXT or NXTCLEAN may fail to successfully negotiate these agreements in a timely manner or on favorable terms which may force NXTCLEAN to slow its production, delay its acquiring or construction of additional plants, dedicate additional resources to increasing its storage capacity and dedicate additional resources to sales in spot markets. Furthermore, should NXTCLEAN become more dependent on spot market sales, its profitability will become increasingly vulnerable to short-term fluctuations in the price and demand for petroleum-based fuels and competing substitutes. The failure of NXT to have feedstock supply agreements and offtake agreements in place may affect the willingness of an investor to make an investment in NXT, which could impair NXT’s ability to continue to operate.

NXT’s renewable fuel may be less compatible with existing transportation infrastructure than NXT believes, which may hinder its ability to market its renewable fuel product on a large scale.

NXT developed its business model based on its belief that its renewable fuel is fully compatible with existing diesel jet fuel, natural gas and hydrogen distribution infrastructure. For example, NXT believes that it will be able to pump its novel renewable fuel blends through pipes and blend it in their existing facilities without damaging our equipment. If NXTCLEAN’s renewable fuel proves unsuitable for such handling, it will be more expensive to use NXTCLEAN’s renewable fuel than NXT anticipates, which could negatively affect NXTCLEAN’s business and harm its chances of realizing revenue off of its investment in the renewable diesel facility project and related negotiations.

Likewise, NXT’s plans for marketing its renewable fuel are based upon its belief that the fuel will be compatible with the pipes, tanks and other infrastructure currently used for transporting, storing and distributing the petroleum-based fuels that NXT’s fuel will be replacing. If its renewable fuel or products incorporating its renewable fuel cannot be transported with this equipment, NXTCLEAN will be forced to seek alternative transportation arrangements, which will make NXTCLEAN’s renewable fuel and products produced from our renewable fuel more expensive to transport and less appealing to potential customers. Reduced compatibility with either refinery or transportation infrastructure may slow or prevent market adoption of NXTCLEAN’s renewable fuel, which could substantially harm its performance.

Raising additional capital may cause dilution to ITAQ’s existing stockholders or restrict ITAQ’s and NXTCLEAN’s operations.

NXTCLEAN expects to seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and licensing arrangements. To the extent that NXTCLEAN raises additional capital through the sale or issuance of equity, including warrants or convertible debt securities, your ownership interest will be diluted, and the terms of any financing may include liquidation or other preferences that adversely affect your rights as a stockholder. If NXTCLEAN raises capital through debt financing, it may involve actions such

as allocating our offtake at prices that may be below market or that may include covenants limiting or restricting its ability to take certain actions, or that include covenants limiting or restricting our ability to take certain actions such as incurring additional debt, making capital expenditures or declaring dividends. If NXTCLEAN raise additional funds through joint ventures or strategic partnerships, it may have to relinquish valuable market rights or percentages of revenue or profit, on terms that are not favorable to it. If NXTCLEAN is unable to raise additional funds when needed, it may be required to delay, limit, reduce or terminate our development and commercialization efforts.

NXTCLEAN’s quarterly operating results may fluctuate in the future, which could cause its stock price to decline.

NXT is a development stage company, and its activities to date have been dedicated towards securing its development sites, engineering and permitting, as well as preparing for the construction of the NXT Projects. Until NXTCLEAN’s commences production, its loss will reflect the expenses incurred on an accrual basis during the quarter, which may vary significantly from quarter to quarter. Once NXTCLEAN commences production, its revenue and earnings may fluctuate from quarter to quarter and year to year due to a variety of factors, many of which are beyond NXTCLEAN’s control. Factors relating to its business that may contribute to these fluctuations are described elsewhere in this proxy statement/prospectus, including in these Risk Factors. NXTCLEAN’s stock price could decline as a result of quarterly declines in revenue, net income or other metric, even if the declines are anticipated. Accordingly, the results of any quarterly or annual periods should not be relied upon as indications of future operating performance.

For example, fluctuations in the price and availability of feedstocks could affect our cost structure, thereby adversely affecting our operating results. NXTCLEAN’s approach to the biofuels markets will be dependent on the price of various feedstocks that will be used to produce renewable fuel. A decrease in the availability of feedstocks or an increase in the price may have a material adverse effect on NXTCLEAN’s financial condition and operating results. At certain levels, prices may make these products uneconomical to use and produce, as NXTCLEAN may be unable to pass the full amount of any feedstock cost increases on to its customers. The price and availability of feedstocks may be influenced by general economic, market and regulatory factors. These factors include weather conditions, including the effects of climate change, farming decisions, government policies and subsidies with respect to agriculture and international trade, and global demand and supply. The significance and relative impact of these factors on the price of feedstocks is difficult to predict, especially without knowing what types of feedstock materials that NXT may need to use.

Furthermore, petroleum prices and customer demand patterns that are out of NXT’s and NXTCLEAN’s control may fluctuate, which could reduce demand for biofuels and, thereby, adversely affect NXTCLEAN’s operating results. NXT anticipates NXTCLEAN marketing its renewable biofuel as an alternative to petroleum-based fuels. Therefore, if the price of oil falls, any revenues that NXT generates from biofuel products could decline, and NXTCLEAN may be unable to produce products that are a commercially viable alternative to petroleum-based fuels. Additionally, demand for liquid transportation fuels, including biofuels, may decrease due to economic conditions or otherwise. NXTCLEAN will encounter similar risks in the chemicals industry, where declines in the price of oil may make petroleum-based hydrocarbons less expensive, which could reduce the competitiveness of our bio-based alternatives.

NXTCLEAN anticipates marketing its renewable biofuel as an alternative to petroleum-based fuels. Therefore, if the price of oil falls, any revenues that we generate from biofuel products could decline, and we may be unable to produce products that are a commercially viable alternative to petroleum-based fuels. Additionally, demand for liquid transportation fuels, including biofuels, may decrease due to economic conditions or otherwise. NXTCLEAN will encounter similar risks in the chemicals industry, where declines in the price of oil may make petroleum-based hydrocarbons less expensive, which could reduce the competitiveness of NXTCLEAN’s biobased alternatives.

Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, all of which may significantly reduce demand for biofuels or NXT’s ability to supply renewable fuel.

The market for biofuels is heavily influenced by foreign, federal, state and local government regulations and policies concerning the petroleum industry. In the US and in a number of other countries, these regulations and policies have been modified in the past and may be modified again in the future. Any reduction in mandated requirements for fuel alternatives and additives may cause demand for biofuels to decline and deter investment in the production facilities for biofuels. Market uncertainty regarding future policies may also affect NXT’s ability to develop new biofuels products. Any inability to address these requirements and any regulatory or policy changes could have a material adverse effect on NXT’s and NXTCLEAN’s biofuels business, financial condition and results of operations.

If NXTCLEAN engages in any acquisitions, it will incur a variety of costs and may potentially face numerous risks that could adversely affect our business and operations.

If appropriate opportunities become available, NXTCLEAN may expect to acquire businesses, assets, technologies or products to enhance its business in the future. In connection with any future acquisitions, NXTCLEAN could:

•        issue additional equity securities which would dilute the current stockholders;

•        incur substantial debt to fund the acquisitions; or

•        assume significant liabilities.

Acquisitions involve numerous risks, including problems integrating the purchased operations, technologies or products, unanticipated costs and other liabilities, diversion of management’s attention from NXTCLEAN’s core business, adverse effects on existing business relationships with current and/or prospective partners, customers and/or suppliers, risks associated with entering markets in which it has no or limited prior experience and potential loss of key employees, and does not have experience in managing the integration process. Therefore, NXTCLEAN may not be able to successfully integrate any businesses, assets, products, technologies or personnel that it might acquire in the future without a significant expenditure of operating, financial and management resources, if at all. The integration process could divert management time from focusing on operating NXTCLEAN’s business, result in a decline in employee morale and cause retention issues to arise from changes in compensation, reporting relationships, future prospects or the direction of the business. Acquisitions may also require NXTCLEAN to record goodwill, non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expenses related to certain intangible assets and incur large and immediate write-offs and restructuring and other related expenses, all of which could harm NXTCLEAN’s operating results and financial condition. In addition, NXTCLEAN may acquire companies that have insufficient internal financial controls, which could impair its ability to integrate the acquired company and adversely impact its financial reporting. If NXTCLEAN fails in its integration efforts with respect to any of its acquisitions and is unable to efficiently operate as a combined organization, its business, financial condition and results of operations may be materially adversely affected.

NXT may face substantial competition, which could adversely affect its and NXTCLEAN’s performance and growth.

NXT may face substantial competition in the markets for renewable fuel. NXT competitors include companies in the incumbent petroleum-based industry as well as those in the biofuel industry. The incumbent petroleum-based industry benefits from a large established infrastructure, production capability and business relationships. The incumbents’ greater resources and financial strength provide significant competitive advantages that we may not be able to overcome in a timely manner.

The biofuel industry is characterized by rapid technological change. NXT’s future success will depend on its ability to maintain a competitive position with respect to technological advances. Technological development by others may impact the competitiveness of its products in the marketplace. Competitors and potential competitors who have greater resources and experience than NXT does may develop products and technologies that make NXT’s technologies and products obsolete or may use their greater resources to gain market share at NXT’s expense.

Large scale competitors in these areas include Valero, Inc., which is engaged with Darling Ingredients, Inc. in the large scale production of renewable fuel in Louisiana and Texas; Neste, Inc. which produces large quantities of renewable fuel both domestically and internationally and will soon begin producing additional volumes of biofuel domestically through a joint venture with Marathon, Inc.; Chevron, Inc. through its recent acquisition of Renewable Energy Group; World Energy, Inc. both through its existing southern California operation as well as the expansion of its original facility and expansion to additional locations, as well as numerous other potential production locations.

We also face challenges in marketing our renewable fuel. Though we intend to enhance our competitiveness through partnerships and joint development agreements, some competitors may gain an advantage by securing more valuable partnerships for developing their hydrocarbon products than we are able to obtain. Such partners could include major petrochemical, refiner or end-user companies. Additionally, petrochemical companies may develop alternative pathways for hydrocarbon production that may be less expensive, and may utilize more readily available infrastructure than that used to convert our renewable fuel into hydrocarbon products.

We plan to enter into joint ventures through which we will sell significant volumes of our renewable fuel to partners who will convert it into useful hydrocarbons or use it as a fuel or fuel blend stock. However, if any of these partners instead negotiate supply agreements with other buyers for the renewable fuel they purchase from us, or sell it into the open market, they may become competitors of ours in the field of renewable fuel sales. This could significantly reduce our profitability and hinder our ability to negotiate future supply agreements for our renewable fuel, which could have an adverse effect on our performance.

Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner and are technologically superior to and/or are less expensive than other products on the market. Many of our competitors have substantially greater production, financial, research and development, personnel and marketing resources than we do. In addition, certain of our competitors may also benefit from local government subsidies and other incentives that are not available to us. As a result, our competitors may be able to develop competing and/or superior technologies and processes and compete more aggressively and sustain that competition over a longer period of time than we could. Our technologies and products may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors. As more companies develop new intellectual property in our markets, the possibility of a competitor acquiring patent or other rights that may limit our products or potential products increases, which could lead to litigation. Furthermore, to secure purchase agreements from certain customers, we may be required to enter into exclusive supply contracts, which could limit our ability to further expand our sales to new customers. Likewise, major potential customers may be locked into long-term, exclusive agreements with our competitors, which could inhibit our ability to compete for their business.

In addition, various governments have recently announced a number of spending programs focused on the development of clean technologies, including alternatives to petroleum-based fuels and the reduction of carbon emissions. Such spending programs could lead to increased funding for our competitors or a rapid increase in the number of competitors within those markets.

NXTCLEAN’s resources, which are limited compared with many of our competitors, may cause us to fail to anticipate or respond adequately to new developments and other competitive pressures. This failure could reduce our competitiveness and market share, adversely affect our results of operations and financial position and prevent us from obtaining or maintaining profitability.

Furthermore, if NXTCLEAN is unsuccessful in defending against claims by competitors or others that NXTCLEAN is infringing upon their intellectual property rights, that could adversely affect NXTCLEAN’s ability to compete. The various biofuel markets in which NXTCLEAN plans to operate are subject to frequent and extensive litigation regarding patents and other intellectual property rights. In addition, many companies in intellectual property-dependent industries, including the renewable energy industry, have employed intellectual property litigation as a means to gain an advantage over their competitors. As a result, we may be required to defend against claims of intellectual property infringement that may be asserted by our competitors against us and, if the outcome of any such litigation is adverse to us, it may affect our ability to compete effectively.

Our potential future involvement in litigation, interferences, opposition proceedings or other intellectual property proceedings inside and outside of the US may divert management time from focusing on business operations, could cause us to spend significant amounts of money and may have no guarantee of success. Any current and potential intellectual property litigation also could force us to do one or more of the following:

•        stop selling, incorporating, manufacturing or using our products that use the subject intellectual property;

•        obtain from a third party asserting its intellectual property rights, a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all;

•        redesign those products or processes, such as our process for producing renewable fuel, that use any allegedly infringing or misappropriated technology, which may result in significant cost or delay to us, or which redesign could be technically infeasible; or

•        pay damages, including the possibility of treble damages in a patent case if a court finds us to have willfully infringed certain intellectual property rights. We are aware of a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties. We cannot assure you that we will ultimately prevail if any of this third-party intellectual property is asserted against us.

If we lose key personnel, including key management personnel, or are unable to attract and retain additional personnel, it could delay the development of our facilities to produce renewable fuel.

Our business is complex, and we intend to target a variety of markets. Therefore, it is critical that our management team and employee workforce are knowledgeable in the areas in which we operate. The loss of any key members of our management, including our present executive officers, or the failure to attract or retain other key employees who possess the requisite expertise for the conduct of our business, could prevent us from developing and commercializing our products for our target markets and entering into partnerships or licensing arrangements to execute our business strategy. In addition, the loss of any key staff, or the failure to attract or retain other key employees, could prevent us from developing and commercializing our products for our target markets to execute our business strategy. We may not be able to attract or retain qualified executive officers, and other key employees in the future due to the intense competition for qualified personnel, particularly in the advanced biofuels area, or due to the limited availability of personnel with the qualifications or experience necessary for our advanced biofuels business. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to meet the demands of our customers in a timely fashion and we may not be able to negotiate financing for our project or agreements with potential suppliers and customers. Competition for experienced personnel may limit our ability to attract and hire such individuals on acceptable terms.

Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.

We rely in part on trade secret protection to protect our confidential and proprietary information and processes. However, trade secrets are difficult to protect. We have taken measures to protect our trade secrets and proprietary information, but these measures may not be effective. We require new employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, these agreements may not be enforceable, our proprietary information may be disclosed, third parties could reverse engineer our biocatalysts and others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Business interruptions could delay us in the process of developing our products and could disrupt our sales.

We are vulnerable to natural disasters such as floods, earthquakes, volcanic eruptions, forest fires as well as other events that could disrupt our operations, such as riot, civil disturbances, war, terrorist acts, and other events beyond our control. We do not have a detailed disaster recovery plan. In addition, we may not carry sufficient business interruption insurance to compensate us for losses that may occur. Any losses or damages we incur could have a material adverse effect on our cash flows and success as an overall business. Furthermore, our customers and suppliers may terminate our agreements if a force majeure event interrupts our operations for a specified period of time.

Ethical, legal and social concerns about feedstocks grown on land that could be used for food production, could limit or prevent the use of our products, processes and technologies and limit our revenues.

Our feedstocks may be grown on land that could be used for food production, which subjects our feedstock sources to various ethical, legal, and social “food versus fuel” concerns. If we are not able to overcome the ethical, legal and social concerns relating to this, our products and processes may not be accepted. Any of the risks discussed below could result in increased expenses, delays or other impediments to our programs or the public acceptance and commercialization of products and processes dependent on our technologies or inventions. Furthermore, our ability to develop and commercialize one or more of our technologies, products, or processes could be limited by public attitudes and ethical concerns surrounding production of feedstocks on land which could be used to grow food, which could influence public acceptance of our technologies, products and processes and governmental reaction to negative publicity concerning feedstocks produced on land which could be used to grow food, which could result in greater government regulation of feedstock sources.

The subjects of food versus fuel criticism have received negative publicity, which has aroused public debate. This adverse publicity could lead to greater regulation and trade restrictions on imports of products or feedstocks grown on land suitable for food production.

Compliance with stringent laws and regulations may be time consuming and costly, which could adversely affect the commercialization of our biofuels products.

Any biofuels that we produce will need to meet a significant number of regulations and standards, including regulations imposed by the US Department of Transportation, the EPA, the FAA, various state agencies and others. Any failure to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could prevent or delay the commercialization of any biofuels developed using our technologies and subject us to fines and other penalties.

NXTCLEAN will use hazardous materials in its business and it must comply with environmental laws and regulations. Any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely affect our business and results of operations.

The production of renewable NXTCLEAN fuel at the NXT Projects involves the use of hazardous materials, including chemical and biological materials. NXTCLEAN’s operations will also produce waste water, which it must properly dispose of, as well as residue from the pretreatment of feedstock that it must dispose of through licensed waste disposal facilities. NXTCLEAN cannot eliminate entirely the risk of accidental contamination or discharge and any resultant injury from these materials. Federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of, and human exposure to, these materials. NXTCLEAN may be sued for any injury or contamination that results from its use or the use by third parties of these materials, and its liability may exceed its total assets. Although NXT believes that NXTCLEAN’s activities will conform in all material respects with environmental laws, there can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes. Compliance with applicable environmental laws and regulations may be expensive, and the failure to comply with past, present, or future laws could result in the imposition of fines, third-party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production or a cessation of operations, and our liability may exceed our total assets. Liability under environmental laws can be joint and several and without regard to comparative fault. Environmental laws could become more stringent over time imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and harm our business.

As renewable fuel has only recently started being used as a commercial fuel in significant amounts, its use subjects NXTCLEAN to product liability risks, and NXTCLEAN may have difficulties obtaining product liability insurance.

Renewable fuel has not been used as a commercial fuel for an extended period of time, and research regarding its impact on engines and distribution infrastructure is ongoing. There is a risk that such fuel may damage engines or otherwise fail to perform as expected. If renewable fuel degrades the performance or reduces the lifecycle of engines, or causes them to fail to meet emissions standards, market acceptance could be slowed or stopped, and we could be subject to product liability claims. Furthermore, due to renewable fuel’s lack of commercial history as a fuel, NXT is uncertain as to whether NXTCLEAN will be able to acquire product liability insurance on reasonable terms, or at all. A significant product liability lawsuit could substantially impair its production efforts and could have a material adverse effect on its business, reputation, financial condition and results of operations.

We may not be able to use some or all of our net operating loss carry-forwards to offset future income.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitation on its ability to utilize its pre-change net operating loss carry-forwards, or net operating losses, to offset future taxable income. The issuance of shares in connection may itself trigger an ownership change; hence our ability to utilize our net operating losses to offset income if we attain profitability may be limited. In addition, these loss carry-forwards expire at various times through 2030. We believe that it is more likely than not that these carry-forwards will not result in any material future tax savings.

NXT does not maintain adequate internal controls over financial reporting as is required for a public company, and the failure of NXTCLEAN to develop and implement effective disclosure controls and controls over financial reporting may materially harm NXTCLEAN.

NXT, as a privately owned company, is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and, therefore, NXT is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose, and it has not established internal controls over financial reporting as is required of a public company. NXTCLEAN may be unable to establish effective internal controls. Upon becoming a public company as a result of the Merger, NXTCLEAN will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in its quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. The failure to establish internal controls would leave NXTCLEAN without the ability to properly recognize revenues and account for important transactions accurately, and to reliably assimilate and compile its financial information and significantly impair its ability to prevent error and detect fraud. Any inability to provide reliable financial reports or prevent fraud could harm NXTCLEAN’s business and the price of its common stock. Any system of internal controls, however well designed and operated, is based in part on assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met, and may not prevent fraud.

If NXTCLEAN fails to remediate any identified material weaknesses, determines that its internal controls over financial reporting are not effective, discovers areas that need improvement in the future or discover new material weaknesses, its business and results of operations may be adversely impacted, and the trading price of NXTCLEAN’s shares may decline. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Accordingly, a material weakness increases the risk that the financial information we report contains material errors.

If NXTCLEN cannot conclude that it has effective internal control over its financial reporting, investors could lose confidence in the reliability of its financial statements, which could lead to a decline in our shares’ price. Failure to comply with reporting requirements could also subject NXTCLEAN to sanctions and/or investigations by the SEC, the stock exchange or other regulatory authorities. If NXTCLEAN fails to remedy any deficiencies or maintain the adequacy of its internal controls, it could be subject to regulatory scrutiny, civil or criminal penalties or stockholder litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition.

Since Christopher Efird, NXT’s Chief Executive Officer, also holds the position of acting Chief Financial Officer, and because NXT has historically engaged one consultant to perform accounting functions, accounting duties may not be sufficiently separated to ensure NXTCLEAN’s effective controls over financial reporting, and NXTCLEAN may not be able to establish adequate internal controls over financial reporting. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of NXTCLEAN’s control systems to prevent error or fraud could materially and adversely impact NXTCLEAN. Implementing any appropriate changes to NXT or NXTCLEANS’s internal controls may require specific compliance training of NXTCLEAN’s directors and employees, entail substantial costs in order to modify NXT’s existing accounting systems, take a significant period of time to complete, and divert management’s attention from other business concerns. These changes may not, however, be effective in developing or maintaining internal control. If NXTCLEAN is unable to conclude that it has effective internal controls over financial reporting, investors may lose confidence in its operating results, which could cause the price of NXTCLEAN’s common stock to decline. In such a case, NXTCLEAN could also, be subject to litigation or regulatory enforcement actions, which would have further adverse effects on its business and results of operations.

In addition, if NXTCLEAN is unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, it may not be able to satisfy the continued listing standards of Nasdaq, and its common stock may not remain listed on Nasdaq following the Merger and Business Combination. NXTCLEAN’s failure to satisfy Nasdaq requirements, whether due to inadequate internal controls or for any other reason, could negatively affect investors’ perception of the value of NXTCLEAN’s securities, which could cause the price of its common stock to decline.

We may be unable to effectively manage our growth or achieve anticipated growth, which could place significant strain on our management personnel, systems and resources.

Continued growth and expansion may increase the challenges we face in recruiting, training and retaining sufficiently skilled professionals and management personnel, maintaining effective oversight of personnel and technology, developing financial and management controls, coordinating effectively across geographies and business units, and preserving its culture and values. Failure to manage growth effectively could have a material adverse effect on the quality of the execution of our business strategy, our ability to attract and retain professionals, as well as its business, financial condition and results of operations.

In addition, as we increase the size and complexity of projects that we undertake with customers, introduce new products or enter into new markets, NXT may face new market, technological, operational, compliance and administrative risks and challenges, including risks and challenges unfamiliar to us. We may not be able to mitigate these risks and challenges to achieve its anticipated growth or successfully execute large and complex projects, which could materially adversely affect our business, prospects, financial condition and results of operations.

Our management team may use our available capital in ways with which investors may not agree or in ways that do not enhance stockholder value.

After the Business Combination, NXT or NXTCLEAN may use its sources of available capital (including cash and borrowings under its credit facilities) to acquire other complementary businesses, products, services or technologies. NXT’s and NXTCLEAN’s management have considerable discretion in the deployment of available capital, and investors will not have the opportunity to assess whether such capital is being used in a manner that would enhance the value of NXTCLEAN’s common stock. NXT and NXTCLEAN may use available capital for corporate purposes or investments that do not enhance stockholder value or generate losses.

The sustained outbreak of the COVID-19 pandemic has disrupted our business and operations and may continue to have a material adverse effect on NXT’s business, financial condition, results of operations, cash flows and liquidity and its ability to service its indebtedness.

The COVID-19 pandemic has had an unprecedented impact on the world, NXT’s industry and operations. Governmental authorities around the world, including those governing the jurisdictions in which we operate, have implemented numerous and varying orders, policies and initiatives to try to reduce the transmission of COVID-19, such as travel bans and restrictions, quarantines, shelter in place orders and business shutdowns. The difficult macroeconomic environment, which has included increased and prolonged unemployment and a decline in consumer confidence, as a result of the COVID-19 pandemic, and any resulting recession or prolonged declines in economic growth, as well as changes in consumer behavior in response to the COVID-19 pandemic, has had, and may continue to have, a negative impact on our business, financial condition, results of operations, cash flows and liquidity and our ability to service its indebtedness, and any such impact will be determined by the severity and duration of the continuing pandemic.

The World Health Organization ended the global emergency status for COVID-19 on May 5, 2023, and the United States Department of Health and Human Services declared that the public health emergency from COVID-19 expired on May 11, 2023, and most of the restrictions imposed by governments and industry have been terminated or relaxed. However, the ongoing impact of the COVID-19 outbreak or any other outbreak is highly uncertain and cannot be predicted.

Market conditions, economic uncertainty or downturns could adversely affect NXTCLEAN’S business, financial condition, operating results and its ability to develop its business of obtain the necessary financing.

In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including, as a result of the COVID-19 pandemic, supply chain disruptions, the Russian invasion of Ukraine, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and increased inflation and the possibility of a recession. A significant downturn in economic conditions may affect the market for our products and our supplier’s ability to provide products to us on acceptable terms.

We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, operating results could be adversely affected. For example, in

January 2023, the outstanding national debt of the U.S. government reached its statutory limit. The U.S. Department of the Treasury has announced that, since then, it has been using extraordinary measures to prevent the U.S. government’s default on its payment obligations, and to extend the time that the U.S. government has to raise its statutory debt limit or otherwise resolve its funding situation. The failure by Congress to raise the federal debt ceiling could have severe repercussions within the U.S. and to global credit and financial markets. If Congress does not raise the debt ceiling and if the U.S. government defaults on its payment obligations or experiences delays in making payments when due, such payment default or delay by the U.S. government, as well as continued uncertainty surrounding the U.S. debt ceiling or the U.S. Government’s ability to pay debts, could result in a variety of adverse effects for financial markets, market participants and U.S. and global economic conditions. In addition, U.S. debt ceiling and budget deficit concerns have increased the possibility a downgrade in the credit rating of the U.S. government and could result in economic slowdowns or a recession in the United States. Although U.S. lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States as a result of disputes over the debt ceiling. The impact of a potential downgrade to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect economic conditions, as well as NXTCLEAN’s business, financial condition and operating results, including NXTCLEAN’s ability to develop its business and obtain the necessary equity and debt financing.

We may be subject to litigation or other proceedings which, if determined unfavorably to us, could have a material adverse effect on our business, results of operations or financial condition.

We may be subject to various litigations, regulatory actions and other proceedings that arise in the ordinary course of business. We cannot predict the outcome of these matters with certainty, and an adverse outcome in connection with one or more of these matters could have a material adverse effect on our business, results of operations or financial condition in any given quarter or annual period. In addition, regardless of monetary costs, these matters could have a material adverse effect on NXTCLEAN’s reputation, cause harm to its customer or employee relationships, or divert personnel and management resources.

While NXT currently has insurance coverage for some of these potential liabilities, other potential liabilities may not be covered by insurance, insurers may dispute coverage or the amount of any insurance claim, or insurance payouts may not be enough to cover the damages awarded. In addition, some types of damages may not be covered by insurance, and insurance coverage for all or some forms of liability may become unavailable or prohibitively expensive in the future.

The 1% U.S. federal excise tax on purchases by a corporation of its own securities may be imposed on us in connection with redemptions of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 became law, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by “covered corporations” (which include publicly traded domestic corporations). The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change. Although we anticipate that the Merger will close before December 31, 2023, in which event no excise tax will be due because of offsetting new issuances pursuant to the Merger Agreement, it is possible that the closing might not occur until 2024, in which event an excise tax in the amount of 1% of the amount paid to stockholders redeeming their shares will become due. Based on the shares redeemed in connection with the extension of the date by which ITAQ must complete its initial business combination, the excise tax will be approximately $1.6 million. If additional shares are redeemed in the event ITAQ seeks to further extend the date by which ITAQ must complete its initial business combination, the excise tax will be greater. If the Merger is completed in 2024, the excise tax will be an additional cost of the Merger. If ITAQ does not consummate the Merger in 2023 and ITAQ liquidates during 2024, the excise tax will become due and payable in April 2024.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with the business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by ITAQ and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. Until the closing of the Merger, ITAQ will not use the funds held in the Trust Account or any additional amounts deposited into the Trust Account, as well as any interest earned thereon, except to pay taxes. Additionally, we expect to either fully liquidate or consummate an initial business combination during 2023, and therefore do not expect to be subject to the excise tax. However, we cannot assure you that we will complete the Merger during 2023.

In connection with a special meeting of ITAQ stockholders, held on April 10, 2023, the ITAQ stockholders redeemed 15,901,113 Public Shares and extended ITAQ’s business combination period. As such, if ITAQ does not liquidate within the 2023 tax year, it is likely to incur a 1% excise tax on such redemptions. Additionally, if the Merger is completed in 2023, ITAQ expects that the redemptions would likely be offset by the ITAQ shares to be issued at the closing of the Merger.

Risks Related to Investing in ITAQ and Ownership of ITAQ Securities

If the Merger is completed, NXTCLEAN does not intend to pay dividends for the foreseeable future. Accordingly, you may not receive any return on investment unless you sell your Common Stock or Warrants for a price greater than the price you paid for the Common Stock or Warrant, which may not be possible.

Prior to the completion of any business combination, ITAQ does not plan to pay any dividends. The payment of dividends will be dependent upon the operations of any business combination ITAQ may complete. If the Merger is completed, NXTCLEAN intends to retain all available funds for use in the permitting and construction of its proposed refinery. Considering that NXT does not anticipate that NXTCLEAN will generate any revenues prior to 2026, it will not be in a position to pay dividends prior to that time. In addition, any financing agreement that NXTCLEAN may enter into may include restrictions on payment of dividends until the loans are repaid in full. Neither ITAQ nor NXT can predict whether or when NXTCLEAN will pay dividends. Consequently, you may be unable to realize a gain on your investment except by selling such shares after price appreciation, which may never occur.

Risks Related to Being a Public Company

The requirements of being a public company may strain NXTCLEAN’s resources, divert management’s attention and affect its ability to attract and retain senior management and qualified board members.

As a public company, ITAQ is and NXTCLEAN will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the securities exchange on which NXTCLEAN’s shares will be traded (i.e., Nasdaq) and other applicable securities rules and regulations. Compliance with these rules and regulations will increase NXTCLEAN’s legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on its systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, NXTCLEAN’s management’s attention may be diverted from other business concerns, which could harm its business and results of operations, thereby adversely affecting NXTCLEAN’s stock price. We also may need to hire more employees in the future or engage outside consultants, which will increase NXT’s costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases

due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. NXT’s failure to comply with these laws, regulations and standards could materially and adversely affect its business and results of operations, which could reduce the value of NXTCLEAN’s common stock following the Merger and Business Combination.

However, for as long as NXTCLEAN remains an “emerging growth company” as defined in the JOBS Act, it will take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, exemption from the requirement to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. NXTCLEAN will take advantage of these reporting exemptions until it is no longer an “emerging growth company” under the JOBS Act. NXTCLEAN will cease to be an “emerging growth company” upon the earliest of (i) the first fiscal year following the fifth anniversary of the ITAQ initial public offering, (ii) the first fiscal year after our annual gross revenues are $1.3245 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of our shares held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.

NXT and ITAQ also expect that NXTCLEAN’s status as a public company subject to these new rules and regulations will make it more expensive for it to obtain director and officer liability insurance, and NXTCLEAN and NXT may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for NXTCLEAN to attract and retain qualified members of our board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement and in filings required of a public company, NXT’s business and financial condition will become more visible. NXT and ITAQ believe that this may result in more litigation against ITAQ and, potentially, NXTCLEAN, including by competitors and other third parties. If such claims are successful, NXTCLEAN’s business and results of operations could be materially and adversely affected, even if the claims do not result in litigation or are resolved in NXTCLEAN’s favor. These claims, and the time and resources necessary to resolve them, could divert the resources and attention of management and may materially and adversely affect NXTCLEAN’s business and results of operations.

Following the closing, NXTCLEAN will continue to incur costs as a result of operating as a public company, which costs may increase following the Merger.

Upon the completion of the Merger, NXTCLEAN will be subject to significant reporting requirements, and it will incur significant legal, accounting and other expenses that NXT did not incur as a private company and that ITAQ did not incur since ITAQ was not engaged in any business operations, and these expenses may increase after NXTCLEAN is no longer an emerging growth company. As a public company, NXTCLEAN will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Management and other personnel will need to devote a substantial amount of time to these compliance initiatives. NXTCLEAN expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. NXTCLEAN expects it will be more difficult and more expensive for it to obtain director and officer liability insurance and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Neither ITAQ nor NXT can predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for NXTCLEAN to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

As a result of the redemption of 15,901,113 Public Shares, ITAQ may not be in compliance with certain Nasdaq continued listing requirements.

As a result of the redemption of 15,901,113 ITAQ Public Shares, there are currently 1,348,887 ITAQ Public Shares outstanding. The 1,348,887 ITAQ Public Shares are the only shares of ITAQ Common Stock that are in the public float. For ITAQ to remain listed on Nasdaq, ITAQ will need to continue to meet the Nasdaq continued listing requirements, which include having at least 300 public holders. ITAQ can give no assurance that it will continue to meet the requirements for continued listing. Even if ITAQ currently satisfies this continued listing requirements, if there are a significant number of ITAQ Public Shares redeemed in connection with the approval of the Merger, such redemptions may bring the number of ITAQ public stockholders below 300. Nasdaq will not approve the continued listing of ITAQ following completion of the Merger unless ITAQ meets all of the initial listing requirements, including the requirement that ITAQ have 300 round lot stockholder, 150 of which have a position with a value of at least $2,500. If ITAQ is not able to satisfy Nasdaq that ITAQ meets all of the initial listing requirements upon completion of the Merger, ITAQ’s common stock will not be listed on Nasdaq upon completion of the Merger. One of the closing conditions in the Merger Agreement is that ITAQ be listed on Nasdaq upon completion of the Merger. NXT has advised ITAQ that it will not waive this closing condition and the Merger will not be completed with the result that it is likely that ITAQ will be dissolved. Further, even NXT were to waive this requirement, the registration statement of which this proxy statement/prospectus has not been registered with or submitted to any government agencies under any state securities law, since such registration or submission is not required because of ITAQ’s Nasdaq listing, and, if Nasdaq does not approve of the continued listing of ITAQ following the completion of the Merger, it will be necessary to obtain applicable state securities law registration or exemption, which may be a time-consuming process with no assurance of success before the date by ITAQ must complete it initial business combination.

ITAQ has received notice from Nasdaq that ITAQ does not meet the Nasdaq market value standard pursuant to which it must maintain a market value of listed securities of at least $35 million.

On July 10, 2023, ITAQ received a deficiency notice from the Nasdaq notifying ITAQ that for the last 37 consecutive business days, the market value of ITAQ’s listed securities — its Class A Common Stock — was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). ITAQ has a period of 180 calendar days, or until January 8, 2024, to regain compliance with the market value standard. To regain compliance, the market value of ITAQ’ listed securities must close at $35 million or more for a minimum of ten consecutive business days prior to January 8, 2024. ITAQ anticipates that the Merger will close before January 8, 2024. Since it is a condition to closing that Nasdaq approval be obtained and since Nasdaq approval will be contingent upon ITAQ, post closing and post redemption, meeting all of the initial listing requirements, if the Merger is closed, ITAQ and NXT will have satisfied Nasdaq that the combined company meets all of the initial listing requirements. If the closing is not completed by January 8, 2024, it is possible that Nasdaq will delist ITAQ, although there is an appeals process available. The notice also noted in a footnote that “the Company also does not meet the requirements under Listing Rules5550(b)(1) and 5550(b)(3).” Listing Rule 5550(b)(1) is “Equity Standard: Stockholders’ equity of at least $2.5 million.” Listing Rule 5550(b)(3) is “Net Income Standard: Net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.” The Company’s listing is not based on the Equity Standard or the Net Income Standard.

A market for NXTCLEAN’s securities may not develop or be sustained, which would adversely affect the liquidity and price of its securities.

Following the Merger and Business Combination, the price of NXTCLEAN’s securities may fluctuate significantly due to the market’s reaction to the Merger and Business Combination, NXT’s business, and general market and economic conditions. An active trading market for NXTCLEAN’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of NXTCLEAN’s securities can vary due to general economic conditions and forecasts, NXT’s general business condition and the release of NXT’s financial reports. Additionally, if NXTCLEAN’s securities become delisted from Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), or if NXTCLEAN’s securities are not listed on Nasdaq and are quoted on the OTC Bulletin Board, the liquidity and price of NXTCLEAN’s securities may be more limited than if NXTCLEAN was quoted or listed on the NYSE, Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market for NXTCLEAN’s securities can be established or sustained following the Business Combination, which will depend largely on the financial success and profitability of NXT, which cannot be assured.

Risks Related to the Business Combination

The ability of ITAQ stockholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow ITAQ to complete the Merger or optimize its capital structure.

If a larger number of ITAQ Public Shares are submitted for redemption than ITAQ currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in the ITAQ Charter, ITAQ may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to ITAQ. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until ITAQ liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or if ITAQ seeks an extension of the date by which it much complete its initial business combination in a manner which give you the right to have your Public Shares redeemed. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time, ITAQ’s stock may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with ITAQ’s redemption until ITAQ liquidates, consummates an alternative initial business combination, effectuates an extension or takes certain other actions set forth in the Current Charter or you are able to sell your stock in the open market.

The Merger remains subject to conditions that ITAQ may not be able to control, and if such conditions are not satisfied or waived, the Merger may not be consummated.

The Merger is subject to a number of conditions, including, among other things and as more fully described in the Merger Agreement, the condition that (i) upon the Closing, after giving effect to the Redemption, and the PIPE Investment, ITAQ shall have $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-5(g)(1) of the Exchange Act) (ii) having the Minimum Funding Amount (as defined below), (iii) the absence of legal prohibition against consummation of the Merger, (iv) continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, (v) the truth and accuracy of ITAQ’s and NXT’s representations and warranties made in the Merger Agreement in all material respects, and (vi) no prior termination of the Merger Agreement. There are no assurances that all conditions to the Merger and Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected.

Furthermore, if the PIPE Investments are not consummated and NXT does not waive the Minimum Funding Requirement, the Merger Agreement may be terminated. As a condition to Closing, the Merger Agreement provides that the total of the proceeds from the PIPE Investment, plus the amount remaining in the Trust Account after Redemptions, net of Expenses, shall not be less than $50,000,000 (such condition, the “Minimum Funding Requirement,” and such amount, the “Minimum Funding Amount”). As of the date of this proxy statement/prospectus, no subscription agreement has been signed by any PIPE Investor, and ITAQ can give no assurance that it will be able to enter into PIPE Subscription agreement on reasonable terms, or on any terms. The failure of ITAQ to raise funds through the proposed PIPE Offering may result in the termination of the Merger Agreement and the failure to consummate the Merger and Business Combination, which could cause ITAQ’s Common Stock to decline in value unless it is able to proceed with an alternative business combination.

NXTCLEAN may issue additional ITAQ Common Stock or other securities following the Merger and Business Combination without stockholder approval, which would dilute existing ownership interests and may depress the market price of ITAQ Common Stock, and NXTCLEAN may do the same, which would dilute existing ownership interests and may depress the market price of NXTCLEAN’s Common Stock.

ITAQ and NXTCLEAN may issue additional ITAQ Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, the PIPE Investment and the issuance of shares under the Incentive Plan and future equity incentive plans, without stockholder approval, in a number of circumstances. ITAQ’s issuance of additional ITAQ Common Stock or other equity securities of equal or senior rank would have the following effects:

•        ITAQ’s existing stockholders’ proportionate ownership interest in ITAQ may decrease;

•        NXTCLEAN’s stockholders’ proportionate ownership interest in NXTCLEAN may decrease following the Merger and Business Combination;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding ITAQ Common Stock may be diminished; and

•        the market price of ITAQ Common Stock may decline.

Any such issuance may be dilutive to the stockholders of ITAQ or may cause the stock price to decrease.

Because NXTCLEAN’s officers and directors and their affiliates will beneficially own or control approximately 60.56% of the NXTCLEAN Common Stock upon completion of the Merger on a No-Redemption Scenario, they may be able to control any action requiring the approval of the NXTCLEAN’s Stockholders.

The individuals who will be ITAQ’s officers and directors and their affiliates following the Merger will beneficially own or control approximately 32,798,611 shares of NXTCLEAN Common Stock assuming a No Redemption Scenario and will hold a larger percentage of NXTCLEAN Common Stock if there are any redemptions. This percentage does not include 8,037,500 shares issuable upon exercise of the ITAQ Private Warrants held by the Sponsor with respect to which E. Scott Crist, has sole voting and distribution rights. Based on the number of shares of NXTCLEAN Common Stock expected to be outstanding upon completion of the Merger, NXTCLEAN’s directors and executive officers will own approximately 60.56% of the outstanding NXTCLEAN Common Stock, of which 15,110,864, share, or 35.68% of the outstanding shares are beneficially owned by Christopher Efird, NXTCLEAN’s chief executive officer, and 4,748,274 shares, or 11.13% are beneficially or owned by E. Scott Crist, who is a director of NXT and is chief executive officer and a director of ITAQ. For this reason, the Post-Closing NXTCLEAN directors and management may be able to control any action for which stockholder approval is required or sought by NXTCLEAN after the Merger. In addition, Mr. Crist beneficially owns ITAQ Private Warrants to purchase 8,037,500 shares of NXTCLEAN Common Stock. See “Beneficial Ownership of NXTCLEAN Common Stock.”

Because NXTCLEAN will have a classified board of directors following the Effective Time, it may be more difficult for a third party to obtain control of NXTCLEAN.

The Restated ITAQ Charter provides for a classified board with three classes of directors that serve three-year terms. As a result, following completion of the Merger, NXTCLEAN’s stockholders will vote for only one-third of the Post-Closing ITAQ Board each year. A classified board of directors may make it more difficult for a third party of gain control of NXTCLEAN, which may affect the ability of ITAQ’s Stockholders to receive any potential benefit that could be available from a third party seeking to obtain control over NXTCLEAN and NXT following the Merger and Business Combination.

The Sponsor has agreed to vote its shares in favor of the Merger and Business Combination, regardless of how ITAQ’s Public Stockholders vote.

The Sponsor agreed to vote all its shares of ITAQ Common Stock in favor of the Merger. Currently, the Sponsor owns approximately 76.2% of the outstanding shares of ITAQ Common Stock. The Sponsor agreed to vote its shares in favor of the Business Combination Proposal, the ITAQ Charter Proposal, the Advisory Charter Proposal for a Classified Board of Directors, the Incentive Plan Proposal, the Director Election Proposal, and the Adjournment Proposal. ITAQ does not need the votes of any holders of the Public Shares to be voted in favor of the Business Combination Proposal, the Incentive Plan Proposal and the Director Election Proposal. The ITAQ Charter Proposal and the Advisory Charter Proposal for a Classified Board of Directors require the approval of the holders of a majority of the outstanding Class A Common Stock and a majority of the outstanding Class B Common Stock.

The firm engaged by ITAQ to provide a fairness opinion did not provide the Special Committee or ITAQ with any investment banking services.

ITAQ engaged Marshall & Stevens solely as an independent professional valuation adviser to provide an opinion as to whether the consideration being paid by ITAQ pursuant to the Merger Agreement was fair from a financial point of view to ITAQ, and Marshall & Stevens provided such an opinion which is included as Annex D to this proxy statement/prospectus. In connection with its opinion, Marshall & Stevens provided the Special Committee with a presentation which included Marshall &Stevens’ discounted cash flow analysis, sensitivity analysis, calculation of enterprise value and guideline public company analysis. ITAQ did not engage Marshall & Stevens to perform, and Marshall & Stevens did not perform, any investment banking services. Further the opinion of Marshall & Stevens

addresses only the purchase price payable to the NXT stockholders (prior to Amendment No. 1) and does not address any other aspect of the Transaction. By way of example, the opinion does not represent any advice as to the fairness of any matters of management compensation or of any fees paid or expenses incurred, any future funding or fundraising commitments, or any changes in the rights, privileges and preferences of the holders of ITAQ’s shares or in the composition of ITAQ’s management and board of directors. The fairness opinion was prepared for the Special Committee in connection with its consideration of the Transaction and may not be relied upon by any other person or entity or for any other purpose. Neither Marshall & Steven’s opinion nor the presentation provided to the Special Committee constitutes a recommendation to the Special Committee or the stockholders of ITAQ, NXT or any other person. Marshall & Stevens believes that no person other than the Special Committee has any privity with respect to its fairness opinion. However, stockholders may, by virtue of the DGCL and other applicable law, indirectly receive the benefit thereof. Although the engagement agreement with Marshall & Stevens provides that only the Special Committee can rely on the fairness opinion, this contractual limitation does not affect any non-contractual rights which Public Stockholders may have under any applicable law.

Subsequent to the completion of the Merger and Business Combination, NXTCLEAN may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on NXTCLEAN’s financial condition, results of operations and the price of its Common Stock, which could cause you to lose some or all of your investment.

Although ITAQ has conducted extensive due diligence on NXT, ITAQ cannot assure you that it will discover through its due diligence all material issues that may be present in NXT’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of NXT’s business and outside of its control will not later arise. As a result of these factors, following the Merger and Business Combination, NXTCLEAN may be forced to take write-downs or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if ITAQ’s due diligence successfully identified certain risks, unexpected risks may, and are likely to, arise, and previously known risks may materialize in a manner not consistent with ITAQ’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on NXT’s or ITAQ’s liquidity, the reporting of such charges could contribute to negative market perceptions of ITAQ and its securities and may worsen public perception of NXT’s business. In addition, charges of this nature may cause NXTCLEAN to violate net worth or other covenants to which NXTCLEAN may be subject as a result of post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders of ITAQ following the Merger and Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

The NXTCLEAN Common Stock to be held by ITAQ’s securityholders as a result of the Merger will have different rights from the presently outstanding ITAQ Common Stock.

Although ITAQ’s current securityholders will remain securityholders of ITAQ (renamed NXTCLEAN) following the Merger and Business Combination (except to the extent that shares of ITAQ Common Stock are redeemed in the Redemption), NXTCLEAN will be governed by the Restated ITAQ Charter following the Closing. There will be important differences between your current rights as an ITAQ securityholder and your rights as a NXTCLEAN securityholder following the Closing. See “Proposal No. 2 — The ITAQ Charter Proposal — Comparison of Stockholder Rights” for a discussion of the different rights associated with the ITAQ securities.

Even if ITAQ consummates the Merger, there is no guarantee that the ITAQ Warrants will ever be “in the money,” and they may expire worthless.

There is no guarantee that the ITAQ Warrants, following the Merger, will ever be “in the money” prior to their expiration, in which event the warrants would expire worthless. The public warrants expire five years from the closing date. NXTCLEAN will not be obligated to deliver any shares of Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to NXTCLEAN satisfying its obligations described below with respect to registration. No warrant will be exercisable, and NXTCLEAN will not be obligated to issue shares of Common Stock upon exercise of a Public Warrant, unless Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless, in which case the purchaser

of a unit containing such warrants shall have paid the full purchase price for the unit solely for the shares of Class A Common Stock underlying such Unit. In no event will ITAQ be required to net cash settle any warrant. NXTCLEAN will have the right to redeem the Public Warrants at $0.01 per warrant if the price of the NXTCLEAN Common Stock equals or exceeds $18.00 on each of 20 trading days within a 30-trading day period. If NXTCLEAN calls the Public Warrants for redemption, it could require the holders to exercise the Public Warrant on a cashless exercise basis.

The ITAQ Private Placement Warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of NXTCLEAN stock following the Merger and Business Combination.

The ITAQ Private Placement Warrants issued concurrently with the consummation of ITAQ’s IPO are treated as liabilities to the extent they are not indexed to ITAQ’s shares. As a result, the 8,037,500 ITAQ Private Placement Warrants held by the Sponsor are treated as liabilities. E. Scott Crist, one of the ITAQ Directors, is the managing member of the Sponsor, which will continue to hold its ITAQ Private Placement Warrants following the Merger and Business Combination.

The Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, as long as the ITAQ Private Placement Warrants are outstanding, ITAQ’s and NXTCLEAN’s financial statements and results of operations may fluctuate quarterly based on factors which are outside of its control. Due to the recurring fair value measurement, ITAQ and NXTCLEAN will likely recognize non-cash gains or losses on the ITAQ Private Placement Warrants each reporting period based on the change in the derivative liability, and the amount of such gains or losses could be material. Further, the gain or loss on the derivative liability, which will not be related to NXTCLEAN’s or NXT’s operations, could result in NXTCLEAN reporting a loss in a period in which its or NXT’s operations are profitable.

ITAQ’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to ITAQ’s Public Stockholders if the Merger and Business Combination, or an alternative business combination, is not consummated.

If proceeds in the Trust Account are reduced below $10.00 per public share and the Sponsor asserts that it is unable to satisfy its indemnification obligations or asserts that it has no indemnification obligations related to a particular claim, ITAQ’s independent directors (all of whom have an interest in the Sponsor) will need to determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While ITAQ currently expects that its independent directors would take legal action on ITAQ’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations, it is possible that NXTCLEAN’s independent directors, in the reasonable, good faith exercise of their business judgment, may choose not to do so in any particular instance. If NXTCLEAN’s independent directors choose not to enforce these indemnification obligations against the Sponsor, the amount of funds in the Trust Account available for distribution to ITAQ’s Public Stockholders may be reduced below $10.00 per share. As a result, you may receive less cash per share in the Redemption than you initially paid for your ITAQ Common Stock.

The Sponsor, management of ITAQ or NXT, and other stockholders of ITAQ or NXT may take action to increase the likelihood that the Business Combination Proposal or any other Condition Precedent Proposal will be approved, such as waiving closing conditions, which could have a depressive effect on the price of ITAQ Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ITAQ or its securities, the Sponsor, ITAQ’s officers and directors, NXT, the NXT officers and directors and/or their respective affiliates, ITAQ Stockholders, or NXT Stockholders may purchase ITAQ Common Stock from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or any other Condition Precedent Proposals, or they may execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of ITAQ Common Stock or vote their shares of ITAQ Common Stock in favor of the Business Combination Proposal or other Condition Precedent Proposals.

The purpose of such purchases and other transactions would be to increase the likelihood of approval of the Business Combination Proposal or Condition Precedent Proposals and ensure that, among other things, the $50,000,000 Minimum Funding Condition is satisfied, in order to cause the consummation of the Merger and Business Combination where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation,

arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Sponsor for nominal value. The entry by these holders into any such arrangements may have a depressive effect on the price of the ITAQ Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of ITAQ Common Stock at a price lower than market and may therefore be more likely to sell the ITAQ Common Stock that the holder owns, either prior to or immediately after the Special Meeting.

In addition, if such purchases are made, the public “float” of the NXTCLEAN Common Stock following the Merger and the number of beneficial holders of ITAQ securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of NXTCLEAN securities on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for the NXTCLEAN Common Stock. Any of the aforementioned actions may have a depressive effect on the price of the NXTCLEAN Common Stock and could cause the Merger to close when certain conditions precedent would not have otherwise been satisfied.

Additionally, in the period leading up to the closing of the Merger and Business Combination, events may occur that, pursuant to the Merger Agreement, would require ITAQ to agree to amend the Merger Agreement, to consent to certain actions taken by NXT, or to waive rights that ITAQ is entitled to under the Merger Agreement. Such events could arise because of changes in the course of ITAQ’s or NXT’s business, a request by NXT that ITAQ undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have an adverse effect on NXT’s business (some of which may give rise to ITAQ’s ability to terminate the Merger Agreement). In any of those circumstances, it would be at ITAQ’s discretion, acting through the ITAQ Board, to grant its consent or waive those rights. E. Scott Crist, one of ITAQ’s directors, is the managing member of the Sponsor, and ITAQ’s other directors all have equity interests in the Sponsor, which agreed to vote all of its shares in favor of the Merger. The existence of the financial and personal interests of the ITAQ Directors may result in a conflict of interest on the part of one or more of the ITAQ Directors between what they may believe is best for ITAQ and what they may believe is best for themselves in determining whether or not to take the requested action.

While certain changes could be made without further stockholder approval, under certain circumstances, ITAQ would need to circulate a new or amended proxy statement/prospectus and resolicit its stockholders if material changes to the terms of the Merger Agreement, Merger, and Business Combination are required prior to the ITAQ Stockholders’ vote on the Business Combination Proposal and other proposals. This may give the Sponsor and ITAQ’s directors an incentive to not make material changes to the Merger Agreement that would likely be beneficial to ITAQ’s Stockholders so as to avoid this procedural requirement.

ITAQ Stockholders should keep in mind that the Sponsor has economic interests that differ from the Public Stockholders’ interests. To illustrate, the Sponsor paid a nominal amount for its 76.2% equity interest in ITAQ. If ITAQ consummates the Merger and Business Combination, the Sponsor may recoup its investment, and even make a profit, even if the ITAQ Common Stock were to trade at a price which is substantially less that the transaction value of the Merger and Business Combination. If ITAQ does not complete a business combination, the Sponsor will lose its entire investment. In contrast, the holders of ITAQ’s Public Shares will have paid $10 per share in the IPO (and may have paid more in the after-market), and if they choose to hold their Public Shares after the Merger, they may not recoup their investment or make a profit unless the shares trade at a price higher than their purchase price. However, Public Stockholders can instead choose to redeem their shares at the full Redemption Price.

Because the Extension Payments were initially made by ITAQ from its corporate funds rather than from advances by the Sponsor, ITAQ’s internal controls over financial reporting may not be effective.

In the proxy statement relating to the extension of the date by which ITAQ must complete its initial business combination, ITAQ stated that the funds for the Extension Payments would be made from loans by the Sponsor. The first six payments of $35,000, totaling $210,000, were made from corporate funds and the seventh payment was made and the eighth payment will be made from funds available under the Extension Note issued by the Sponsor. The Sponsor had agreed to make the monthly loans to ITAQ by funding the Extension Note. The amount funded under the Extension Note was $0 at June 30, 2023, $161,000 at September 30, 2023 and $261,000 at October 13, 2023. Because the initial payments were made from ITAQ’s corporate funds rather than from drawdowns under the Extension Note, ITAQ’s internal controls over financial reporting may have been ineffective in preventing ITAQ from using corporate funds rather than a funding of the Extension Note as provided in ITAQ’s proxy material relating to the special meeting at which extension of the date by which ITAQ must complete its initial business combination must be completed. ITAQ believes that it has taken steps to correct any failure of its internal controls to so that corporate funds are not used to pay obligations of the Sponsor.

The Merger may be completed even though material adverse effects may result from the announcement of the Merger, industry-wide changes, or other causes, which may adversely affect the value of ITAQ’s Common Stock following the Merger and Business Combination.

In general, either ITAQ or NXT may refuse to complete the Merger and Business Combination if there is a material adverse effect affecting the other party between the signing date of the Merger Agreement and the planned Closing. However, certain types of changes do not constitute a “Material Adverse Effect” (as defined in the Merger Agreement) and therefore do not permit either party to refuse to consummate the Merger, even if such change could be said to have materially adversely impacted the business and operations of NXT or ITAQ, including the following events (excepting cases where the event, occurrence, fact, condition, or change has a disproportionate effect on ITAQ, NXT, or any of their subsidiaries relative to other participants in the industries in which ITAQ, NXT, and their subsidiaries conduct business):

•        General changes in the financial or securities markets or general economic or political conditions in the country or region in which ITAQ, NXT, or any of their Subsidiaries do business;

•        Changes, conditions or effects that generally affect the industries in which such ITAQ, NXT, or any of their Subsidiaries principally operate;

•        Changes in applicable Laws (including COVID-19 Measures) or GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which ITAQ, NXT, or any of their subsidiaries principally operate;

•        Conditions caused by acts of God, terrorism, war (whether or not declared), natural disaster or pandemic (including COVID-19) or the worsening thereof; or

•        Any failure in and of itself by ITAQ, NXT, or their Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein), and

•        With respect to ITAQ, the consummation and effects of the Redemption (or any redemption in connection with the Extension).

Furthermore, ITAQ may waive the occurrence of a “Material Adverse Effect” (as defined in the Merger Agreement) with respect to NXT without consent from ITAQ’s stockholders. NXT may likewise waive the occurrence of a “Material Adverse Effect” (as defined in the Merger Agreement) with respect to ITAQ without the consent of NXT stockholders. If a Material Adverse Effect occurs and the parties waive the occurrence thereof and nevertheless consummate the Merger, the market trading price of ITAQ’s Common Stock and the Assumed ITAQ Warrants may suffer following the Merger and Business Combination.

Delays in completing the Merger and Business Combination may substantially reduce the expected benefits of the Merger and Business Combination.

Satisfying the conditions to, and completion of, the Merger and Business Combination may take longer than, and could cost more than, the ITAQ Board had expected when evaluating the proposed Merger and Business Combination. Any delay in completing the Merger and Business Combination, and any additional conditions imposed in order to complete the Merger and Business Combination, may materially adversely affect the benefits that ITAQ and NXT expect to achieve from the Merger and Business Combination. Furthermore, no assurance can be made as to the actual health of the industries in which ITAQ and NXT operate, or as to the overall economy, at the time of closing of the Merger. To the extent that things change adversely to what was originally anticipated due to a delay in closing the Merger, such changes could negatively impact the business operations and prospects of ITAQ.

ITAQ and NXT have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of NXT’s or ITAQ’s financial condition or results of operations following the Merger, and accordingly, you have limited financial information on which to evaluate ITAQ, NXT, and your decision to invest in ITAQ Common Stock.

ITAQ has a limited operating history. Furthermore, NXT and ITAQ have no prior history as a combined entity, and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical

financial statements of ITAQ and NXT; this information is presented for illustrative purposes only and should not be considered to be an indication of the results of ITAQ’s or NXT’s operations. This information should not be considered a guarantee of ITAQ’s or NXT’s future revenue or financial condition following the Merger and Business Combination. Certain adjustments and assumptions have been made regarding ITAQ and NXT after giving effect to the Merger and Business Combination (including the Redemption, Recapitalization, and any PIPE Investment). NXT and ITAQ believe these assumptions are reasonable; however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect NXT’s or ITAQ’s results of operations or financial condition following the consummation of the Merger and Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect ITAQ’s or NXT’s results of operations and financial condition, and the actual financial condition and results of operations of the combined company following the Merger may not be consistent with, or evident from, this pro forma financial information.

Any projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Merger and Business Combination or ITAQ’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by ITAQ, NXT, and their management teams. None of the projections and forecasts included in this proxy statement/prospectus (or provided to the ITAQ Board or the NXT board of directors) have been prepared with a view toward public disclosure other than to certain parties involved in the Merger or toward complying with SEC guidelines or U.S. GAAP. The projections and forecasts were prepared based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of NXT and ITAQ. Furthermore, the included projections and forecasts may exclude, among other things, certain material items, such as transaction-related expenses. Important factors that may affect actual results and results of NXT’s and ITAQ’s operations following the Merger, or that could lead to such projections and forecasts not being achieved, include, without limitation: client demand for NXT’s products, an evolving competitive landscape in ITAQ’s and NXT’s industries, rapid technological change, margin shifts in the industries in which NXT and ITAQ operate, regulatory and legal changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual future results.

ITAQ may not be able to complete the Merger and Business Combination or an alternative business combination by the Deadline Date (as it may be extended), in which case ITAQ would cease all operations except for the purpose of winding up, redeem all outstanding ITAQ Public Shares, and liquidate.

As discussed in this proxy statement/prospectus, ITAQ must complete an initial combination by the Deadline Date, as it may be extended. ITAQ may not be able to consummate the Merger and Business Combination with NXT or any alternative initial business combination by the Deadline Date. If ITAQ has not completed any initial business combination by such Deadline Date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses) (which interest will be net of taxes payable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining ITAQ stockholders and ITAQ’s board of directors, dissolve and liquidate, subject in each case to ITAQ’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

ITAQ Stockholders may be held liable for claims by third parties against ITAQ to the extent of distributions received by them upon redemption of their shares in a liquidation.

If the Merger and Business Combination is not completed, then under the DGCL, ITAQ’s Stockholders may be held liable for claims by third parties against ITAQ to the extent of distributions received by them in any dissolution of ITAQ. If ITAQ does not complete an initial business combination and liquidates, the pro rata portion of ITAQ’s Trust Account distributed to ITAQ’s Public Stockholders upon the redemption of the Public Shares could be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which

the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because ITAQ may not comply with Section 280, Section 281(b) of the DGCL requires ITAQ to adopt a plan, based on facts known to ITAQ at such time, [that] will provide for ITAQ’s payment of all existing and pending claims or claims that may be potentially brought against ITAQ within the 10 years following ITAQ’s dissolution. However, because ITAQ is a blank check company, rather than an operating company, and its operations have been limited to searching for prospective target businesses to acquire, the only claims likely to arise would be from ITAQ’s vendors (such as lawyers, investment bankers and auditors) or prospective target businesses, including NXT. If ITAQ’s plan of distribution complies with Section 281(b) of the DGCL, any liability of ITAQ’s Stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the ITAQ Stockholder, and any liability of the ITAQ Stockholder would likely be barred after the third anniversary of the dissolution. ITAQ cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, ITAQ’s Public Stockholders could potentially be liable for any claims solely to the extent of distributions received by them, and ITAQ’s Public Stockholders may continue to be liable beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to ITAQ’s Public Stockholders upon the redemption of its Public Shares in the event ITAQ does not complete an initial business combination by the Deadline Date, is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

ITAQ may be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements or similar agreements. A possible change in accounting treatment of the warrants or restatement of ITAQ’s historical financial statements may be seen as a basis for such a lawsuit. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and may divert management time and resources, and the possibility of such a lawsuit may result in an increase in the cost of directors’ and officers’ liability insurance coverage. An adverse judgment could result in monetary damages, which could have a negative impact on ITAQ’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger and Business Combination, then that injunction may delay or prevent the Merger and Business Combination from being completed. As of the date of this proxy statement/prospectus, ITAQ is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Merger.

The sale by present ITAQ Stockholders (including the Sponsor) upon the expiration of their lock-up period may cause the market price of ITAQ’s securities to drop significantly, even if ITAQ’s business is doing well.

ITAQ has agreed to file the registration statement of which this proxy statement/prospectus is a part in connection with the registration under the Securities Act of the shares of ITAQ Class A Common Stock to be issued under the Merger Agreement as the Common Merger Consideration. Certain Significant NXT Stockholders that are prospective holders of [    ] of these shares of NXTCLEAN Common Stock have signed a lock-up agreement (the “Lock-Up Agreement”) pursuant to which they agreed not to sell the Common Merger Consideration, and/or the Assumed Options and all NXTCLEAN Common Stock underlying the Assumed Options received by Holders in the Merger, during the period the between the Closing and the earlier of (A) the one year anniversary of the date of the Closing and (B) the date after the Closing on which NXTCLEAN consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of NXTCLEAN’s stockholders having the right to exchange their equity holdings in NXTCLEAN for cash, securities or other property.

Additionally, pursuant to the Letter Agreement, the Sponsor and each Insider (as defined in the Letter Agreement) are subject to a lock-up with respect to their Founder Shares, ITAQ Private Placement Warrants, and the shares of ITAQ Class A Common Stock issuable upon the conversion thereof. Specifically, the Sponsor and each Insider agreed not to sell or otherwise transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of ITAQ’s initial business combination or (B) subsequent to the initial business combination, if (x) the last sale price of the ITAQ Common Stock equals or exceeds $12.00 per share (as

adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after ITAQ’s initial business combination or (y) the date on which ITAQ completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ITAQ’s Stockholders having the right to exchange their shares of ITAQ Common Stock for cash, securities or other property. Sponsor and each Insider agreed that not to transfer any Founder Shares, Private Placement Warrants or shares of Common Stock issued or issuable upon the conversion of the Founder Shares or exercise of the Private Placement Warrants, until 30 days after the completion of a Business Combination.

In addition to being subject to the same lock-up provisions that are applicable to the Significant NXT Stockholders, the Sponsor is subject to enhanced lock-up restrictions with respect to [ ]. In addition to sales pursuant to a registration statement, the Sponsor and the Significant NXT Stockholders (who are prospective holders of ITAQ Common Stock, Assumed Options, and Assumed Warrants) will be able to sell their ITAQ Class A Common Stock.

Upon expiration of the applicable lock-up periods, and upon effectiveness of the registration statement of which this proxy statement/prospectus is a part and all other requirements of Rule 144 under the Securities Act, or another applicable exemption from registration, the Sponsor and the Significant NXT Stockholders may sell large amounts of NXTCLEAN Common Stock, including Common Stock issued upon exercise of Assumed Options in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in NXTCLEAN’s Common Stock price and putting significant downward pressure on the price of NXTCLEAN’s Common Stock. See the section entitled “The Business Combination Proposal — The Merger Agreement and Related Agreements — Lock-up Agreements.”

The exercise of ITAQ’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Merger may result in a conflict of interest when determining whether such changes to the terms of the Merger or waivers of conditions are appropriate and in ITAQ’s Stockholders’ best interest.

In the period leading up to the closing of the Merger and Business Combination, events may occur that, pursuant to the Merger Agreement, would require ITAQ to agree to amend the Merger Agreement, to consent to certain actions taken by NXT, or to waive rights that ITAQ is entitled to under the Merger Agreement. Such events could arise because of changes in the course of ITAQ’s or NXT’s business, a request by NXT that ITAQ undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have an adverse effect on NXT’s business (some of which may give rise to ITAQ’s ability to terminate the Merger Agreement). In any of those circumstances, it would be at ITAQ’s discretion, acting through the ITAQ Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the ITAQ Directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the ITAQ Directors between what they may believe is best for ITAQ and what they may believe is best for themselves in determining whether or not to take the requested action. While certain changes could be made without further stockholder approval, under certain circumstances, ITAQ would need to circulate a new or amended proxy statement/prospectus and resolicit its stockholders if changes to the terms of the Merger and Business Combination that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal (although any such recirculation is discretionary and would be made at the discretion of the ITAQ officers and directors).

Because NXT is going public through a merger with ITAQ, public stockholders will not have the protections that they would have if NXT went public through an underwritten public offering.

Going public through a merger with a SPAC does not provide public stockholders with protections that would be available with an underwritten initial public offering.

In an underwritten public offering the underwriter purchases the securities sold in the IPO from the issuer and sells the securities to the public at the public offering price, which is a price negotiated between the issuer and the managing underwriter. The managing underwriter negotiates the terms of the offering, including the valuation of the company, and the underwriter performs due diligence on the issuer. Underwritten public offerings of securities conducted by a licensed broker-dealer are subject to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed.

If NXT were to become a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had,

after reasonable investigation, reasonable ground to believe and did believe, at the time . . . the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require the law firm for the issuer to advise the underwriters that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement (“Counsel Negative Assurance Statements”). Auditor comfort letters and Counsel Negative Assurance Statements are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as ITAQ, and no auditor comfort letters or opinion of counsel or Counsel Negative Assurance Statements have been requested or obtained in connection with the Business Combination or the preparation of this proxy statement/prospectus.

In addition, the amount of due diligence conducted by ITAQ and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering. Accordingly, it is possible that defects in NXT’s business or problems with NXT’s management that would have been discovered in connection with an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the NXTCLEAN Common Stock following the closing.

Unlike an underwritten initial public offering, the initial trading of the combined company’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of the combined company’s securities on Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for the combined company’s securities during the period immediately following the listing.

Furthermore, the Sponsor and certain of ITAQ’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of ITAQ’s stockholders generally which would be present if NXT went public through an IPO. Such interests may have influenced ITAQ’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

In underwritten offerings, the underwriter does not price the offering or commence the offering if it is not satisfied that offering price is justified by market conditions. In a SPAC merger agreement, such as the Merger Agreement among NXT, ITAQ and Merger Sub, the Sponsor’s economics are such that the Sponsor has an interest in the completion of the Merger. The Sponsor paid $25,000 for its ITAQ Class B Common Stock and paid $8,037,500 for 8,037,500 ITAQ Private Placement Warrants, or $1.00 per Private Placement Warrant, in the Private Placement that occurred simultaneously with the IPO. If no consideration is allocated to the ITAQ Private Placement Warrants, the Sponsor would have paid $1.87 per share for 4,312,500 shares of ITAQ Common Stock. If ITAQ consummates the Merger and Business Combination, the Sponsor may recoup its investment and could even make a profit. If the price of ITAQ’s Common Stock were to drop to $1.88 per share, the Sponsor would make a profit if it were able to sell its shares at that price, while the ITAQ Public Stockholders would suffer a significant loss in value. Thus, the Sponsor has an incentive to complete the Merger, whereas the underwriter of an initial public offering does not have an incentive to complete the offering unless the offering is priced at a level that it believes is justified by market conditions, although there is no assurance that stock at an IPO will sell at or above the initial public offering price.

In an underwritten public offering, the issuer knows both the number of shares in the public float following the offering and the net proceeds from the offering. In a SPAC transaction, because all of the public stockholders have the right to have their public shares redeemed, NXT and ITAQ will not know what the public float will be or how much money is in the trust account until the number of shares being redeemed has been determined. Further, the higher the number of public shares being redeemed, the greater the Sponsor’s percentage is in the post-closing entity.

See “Risk Factors — If the Business Combination is not approved, then the Class B Common Stock and Private Placement Warrants of ITAQ that are beneficially owned by ITAQ’s current directors, executive officers and initial stockholders will be worthless, the expenses incurred by such persons may not be reimbursed or repaid and the offers of employment with the combined corporation that are anticipated by certain of such persons will not be extended. Such interests may have influenced their decision to approve the Business Combination with NXT.” and the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of ITAQ’s Directors and Officers in the Business Combination.”

cash balance with such financial institution in the United States will be in excess of the Federal Deposit Insurance Corporation insurance (“FDIC Insurance”) limit. As a result, we may not be able to recover a substantial portion of these cash and cash equivalents in the event of the failure of one or more of such financial institution. The failure of one or more of the financial institutions in which our cash and cash equivalents are held, any resulting inability for us to obtain the return of our funds from any of those financial institutions, or any other adverse condition suffered by any of those financial institutions, could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance.

Risks Related to Redemptions of Public Shares

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) ITAQ’s completion of the Merger (or, if the Merger is not completed, an alternative business combination), and then only in connection with those shares of ITAQ Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of ITAQ’s Public Shares if ITAQ is unable to complete an initial business combination by the December 14, 2023 Deadline Date (subject to extension and subject to applicable law and as further described herein). In addition, if ITAQ plans to redeem its Public Shares because it is unable for any reason to complete an initial business combination by the Deadline Date, as such date may be extended, compliance with Delaware law may require that ITAQ submit a plan of dissolution to ITAQ’s then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Public Stockholders may be forced to wait beyond the Deadline Date (as it may be extended) before they receive funds from the Trust Account. In no other circumstances will ITAQ’s Public Stockholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

If an ITAQ Public Stockholder fails to properly demand redemption of his or her Public Shares, he or she will not be entitled to redeem his or her Public Shares for a pro rata portion of the Trust Account.

ITAQ Public Stockholders may demand that ITAQ redeem their Public Shares for a pro rata portion of the Trust Account, calculated as of two business days prior to the Special Meeting. ITAQ stockholders may exercise this redemption right regardless of whether they vote for or against the Business Combination or do not vote on the Business Combination Proposal and deliver their Public Shares (either physically or electronically) to ITAQ’s transfer agent, Continental Stock & Transfer Company, prior to the vote at the Special Meeting. Any ITAQ Public Stockholder who fails to properly demand redemption of such stockholder’s Public Shares will not be entitled to redeem his or her Public Shares for a pro rata portion of the Trust Account. See the section entitled “Special Meeting of ITAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

If ITAQ’s Public Stockholders redeem a significant number or Public Shares, it may be more difficult to close the Merger.

Pursuant to the Existing ITAQ Charter, as well as the terms of the Merger Agreement, ITAQ must have net tangible assets of at least $5,000,001 in the Trust Account immediately prior to or upon the consummation of the Merger and Business Combination. In no event will ITAQ redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Merger and Business Combination.

Consequently, if accepting any significant number of properly submitted redemption requests would cause ITAQ’s net tangible assets to be less than $5,000,001, ITAQ could not proceed with the Merger and Business Combination and may instead search for an alternate business combination. If the Merger and Business Combination are unsuccessful and ITAQ is not able to consummate another business combination by the Deadline Date (as it may be extended), ITAQ’s Public Stockholders will not receive their pro rata portion of the Trust Account until ITAQ liquidates the Trust Account.

If ITAQ’s Public Stockholders are in need of immediate liquidity, they could attempt to sell their shares of ITAQ Common Stock on the open market; however, at such time ITAQ’s Common Stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, ITAQ’s Public Stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with redemption until ITAQ liquidates or they are able to sell their shares in the open market.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” that are subject to risks and uncertainties. Statements that are not historical facts, including statements about ITAQ and NXT and the transactions contemplated by the Merger Agreement, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding possible or anticipated future results of ITAQ’s and NXT’s business, financial condition, results of operations, liquidity, plans and objectives, as well as expectations with respect to anticipated financial impacts of the transactions contemplated by the Merger Agreement. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “will,” “could,” “should,” “potential” and similar words or expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

The statements contained in this proxy statement/prospectus regarding the following matters are forward-looking by their nature. The forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of ITAQ and are difficult to predict, and include the following.

•        NXTCLEAN’s ability to generate revenue and operating results in the time and to the extent that we project revenue and other operating results and costs;

•        NXT’s belief that NXTCLEAN will be able to obtain all permits necessary both to construct its proposed Port Westward Refinery and Lakeview Facility and to sell their fuel;

•        NXT’s belief that it can and has accurately estimated the costs of construction of the proposed Port Westward Refinery and Lakeview Facility;

•        NXT’s belief that NXTCLEAN will be able to obtain the financing that it will require both for the construction of proposed Port Westward Refinery and Lakeview Facility and their operations;

•        NXT’s belief that NXTCLEAN will be able to construct the NXT Projects and produce fuels in each NXT Project that meet the required standards for the type of biofuel that they would produce;

•        NXT’s belief that it will be able to negotiate both offtake agreements for the sale of its fuel and agreements for the purchase of feedstock and other materials to be converted into its fuel and that these agreements will provide terms which enable NXTCLEAN to operate the NXT Projects profitably;

•        NXT’s belief that there is a substantial market for RD, SAF, RNG and hydrogen, and that NXTCLEAN will be able to sell its fuel at competitive prices;

•        NXT’s belief that RD, SAF, RNG and hydrogen are rapidly becoming the biofuels of choice for the key purchasers in the airline and other industries which will lead to a demand for such fuels;

•        NXT’s belief that airlines will consider SAF as an acceptable fuel;

•        NXT’s belief that NXTCLEAN will be able to purchase sufficient quantities for feedstock and other materials for the manufacture of RD, SAF, RNG and hydrogen.

•        NXT’s and ITAQ’s expectation that using renewable fuels will assist in airlines and other transportation industries being better able to meet clean air standards, which will lead to growth in demand for renewable fuels; and

•        NXT’s belief that NXTCLEAN will keep pace with technological developments to provide new and innovative products;

•        NXT’s belief that NXTCLEAN will attract new customers and retain existing customers in order to continue to expand;

•        NXT’s belief that costs to comply with current or future environmental laws and regulations will not adversely affect NXTCLEAN’s competitive position with other U.S. renewable fuel producers;

•        Whether the total proceeds for a PIPE offering plus the amount in the Trust Account, after expenses, will meet the $50,000,000 requirement in the Merger Agreement;

•        Whether ITAQ will be able to obtain meet the Nasdaq initial listing requirement so that the NXTCLEAN common stock and public warrants will be listed on Nasdaq.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks described under “Risk Factors” and “NXT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

NXTCLEAN’s actual results may differ from NXT’s expectations, estimates and projections. Although ITAQ believes that the expectations reflected in the forward-looking statements are reasonable, ITAQ cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, ITAQ undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus, to conform these statements to actual results or to changes in our expectations.

SPECIAL MEETING OF ITAQ STOCKHOLDERS

General

ITAQ is furnishing this proxy statement/prospectus to ITAQ’s stockholders as part of the solicitation of proxies by the ITAQ Board for use at the Special Meeting of ITAQ stockholders to be held virtually at [            ] Eastern time on [            ], 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus provides ITAQ’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting of stockholders will be held on [            ], 2023, at [            ] Eastern time, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, and is virtually accessible at [https://www.cstproxy.com/industrialtechacquisitions/XXXXTBD].

At the Special Meeting, ITAQ is asking holders of ITAQ Common Stock to:

•        Consider and vote upon the Business Combination Proposal;

•        Consider and vote upon the ITAQ Charter Proposal;

•        Consider and vote upon the Advisory Charter Proposal for a Classified Board of Directors;

•        Consider and vote upon the Incentive Plan Proposal;

•        Consider and vote upon the Director Election Proposal; and

•        Consider and vote upon the Adjournment Proposal, if presented.

Recommendation of the ITAQ Special Committee

The ITAQ Special Committee has unanimously determined that each of the Business Combination Proposal, the ITAQ Charter Proposal, and the Adjournment Proposal presented at the Special Meeting is in the best interests of ITAQ and its stockholders, and unanimously recommends that ITAQ stockholders vote “FOR” each of the proposals.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

ITAQ has fixed the close of business on [            ] as the “Record Date” for determining ITAQ stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the Record Date, there were 5,661,387 shares of ITAQ Common Stock outstanding and entitled to vote. Each share of ITAQ Common Stock is entitled to one vote at the Special Meeting., with the ITAQ Class A Common Stock and Class B Common Stock voting as a single class, except that voting as a separate class is required for approval of the ITAQ Charter Proposal and the Advisory Charter Proposal for a Classified Board of Directors. Holders of ITAQ Warrants do not have voting rights.

Quorum

The presence, virtually or by proxy, of the holders of 2,830,694 shares of ITAQ Common Stock, which represents a majority of all the outstanding shares of ITAQ Common Stock, who are entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. The ITAQ Sponsor’s shares are sufficient to constitute a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain,” shares represented at the Special Meeting by virtual attendance or by proxy but not voted on one or more proposals or a broker non-vote so long as the stockholder has given the bank, broker or other nominee voting instructions on at least one proposal in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting.

Vote Required

The approval of the Business Combination Proposal requires the approval of a majority of the outstanding shares of ITAQ Common Stock, voting as a single class. The ITAQ Charter Proposal and the Advisory Charter Proposal for a Classified Board of Directors require the approval of the holders of a majority of both the ITAQ Class A Common Stock and ITAQ Class B Common Stock. The Incentive Plan Proposal and the Adjournment Proposal (if presented) require the affirmative vote of the holders of a majority of the shares of ITAQ Common Stock, voting as a single class, present in person or represented by proxy at the Special Meeting and entitled to vote thereat, assuming a quorum is present at the Special Meeting.

The approval of the Director Election Proposal shall be determined by a plurality of the votes cast by the holders of ITAQ Common Stock, voting as a single class, present in person or represented by proxy at the Special Meeting and entitled to vote thereat, assuming the presence of a quorum. The Sponsor holds 76.2% of the ITAQ Common Stock and has sufficient shares to approve the Business Combination Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal, if presented.

A stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting will have the same effect as voting “Against” the Business Combination Proposal, the Charter Amendment Proposal and the Advisory Charter Proposal for a Classified Board of Directors but will not have an effect on the Incentive Plan Proposal and the Director Election Proposal, or the Adjournment Proposal, assuming a quorum is present.

The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. The Condition Precedent Proposals are cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety. The Business Combination Proposal is not conditioned upon the approval of the Advisory Charter Proposal for a Classified Board of Directors, which is an advisory proposal, not binding on ITAQ’s board of directors.

Voting Your Shares

Each share of ITAQ Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of ITAQ Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of ITAQ Common Stock at the Special Meeting:

You Can Vote by Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the ITAQ Board, “FOR” the Business Combination Proposal, the ITAQ Charter Proposal and the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Virtually Attend the Special Meeting and Vote Online.    You will be able to vote virtually at [www.cstproxyvote.com]. However, if your shares are held in the name of your broker, bank or another nominee, you must get a legal proxy from the broker, bank or other nominee. That is the only way ITAQ can be sure that the broker, bank or nominee has not already voted your shares.

Certain Voting Arrangements

As of [            ], 2023, the Record Date for the Special Meeting, the Sponsor beneficially owned and was entitled to vote 4,312,500 shares of ITAQ Class B Common Stock, representing 76.2% of the issued and outstanding shares of ITAQ Common Stock. The Sponsor is a party to the Letter Agreement pursuant to which it committed to ITAQ to vote any shares it owns in favor of the Business Combination Proposals.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify ITAQ’s secretary, in writing, before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote virtually, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of ITAQ Common Stock, you may call Laurel Hill Advisory Group, LLC, ITAQ’s proxy solicitor, at (888) 742-1305.

Redemption Rights

Holders of Public Shares may seek to have their shares redeemed for cash, provided that they vote their Public Shares either for or against the Business Combination Proposal. Any stockholder holding Public Shares as of the record date may demand that ITAQ redeem such shares into a full pro rata portion of the Trust Account (which was $[            ] per share as of [            ], 2023, the record date for the Special Meeting), calculated as of two business days prior to the anticipated consummation of the Merger. If a holder properly seeks redemption as described in this section and the Merger is consummated, ITAQ will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares. A holder of Public Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have more than 15% of the aggregate Public Shares redeemed without the consent of ITAQ.

The Sponsor and ITAQ’s officers and directors will not have redemption rights with respect to any shares of ITAQ Common Stock owned by them, directly or indirectly.

Holders demanding redemption are also required to (A) submit their redemption request, which includes the name of the beneficial owner of the Public Shares to be redeemed, in writing to Continental Stock Transfer & Trust Company, ITAQ’s transfer agent, at 1 State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, E-mail: mzimkind@continentalstock.com, and (B) deliver their stock, either physically or electronically using DTC’s DWAC System, to ITAQ’s transfer agent no later than 5:00 p.m. Eastern time on [            ], 2023 (two (2) business days prior to the Special Meeting). If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares represented by certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Merger is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to have Public Shares redeemed, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal, but only with the consent of ITAQ. If a Public Stockholder delivers Public Shares for redemption and later decides prior to the Special Meeting not to elect redemption, such holder may request that ITAQ consent to the return of such shares to such holder. Such a request must be made by contacting Continental Stock Transfer & Trust Company, ITAQ’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus.

If the Merger is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed. ITAQ will thereafter promptly return any shares delivered by Public Stockholders. In such case, Public Stockholders may only share in the assets of the Trust Account upon the liquidation of ITAQ. This may result in Public Stockholders receiving less than they would have received if the Merger was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.

The closing price of ITAQ Class A Common Stock on [            ], 2023, the record date for the Special Meeting, was $[            ]. The cash held in the Trust Account on such date was approximately $[            ] million (approximately $[      ] per Public Share). Prior to exercising redemption rights, holders of Public Shares should verify the market price of ITAQ Class A Common Stock as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. ITAQ cannot assure its stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

Appraisal Rights

None of the stockholders, Unit holders or warrant holders of ITAQ have appraisal rights in connection the Merger under the DGCL.

Proxy Solicitation Costs

ITAQ is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. ITAQ and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. ITAQ will bear the cost of the solicitation.

ITAQ will hire [            ] to assist in the proxy solicitation process, and ITAQ will pay such firm a fee of $[            ], plus disbursements.

ITAQ will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. ITAQ will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Holders of ITAQ Common Stock are being asked to adopt and approve the Merger Agreement and approve the Transactions contemplated thereby, including the Merger. ITAQ stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “— The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

ITAQ may consummate the Merger only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of ITAQ Common Stock as of the record date for the Special Meeting.

General

Transaction Structure and Merger Consideration

The Merger Agreement is described under the heading “The Merger Agreement” on Page 137. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, following the closing (the “Closing”) of the Business Combination, Merger Sub will merge with and into NXT, with NXT continuing as the surviving entity and wholly-owned subsidiary of ITAQ, and with each NXT Stockholder receiving newly-issued NXTCLEAN securities, including, as applicable, shares of NXTCLEAN Common Stock and/or options or warrants pursuant to which NXTCLEAN Common Stock will be issued, as further described below.

Prior to, and contingent upon, the Closing, NXT is to effect a recapitalization (the “Recapitalization”) pursuant to which all convertible debt shall be converted into common stock. The total number of shares of NXTCLEAN Common Stock to be issued to the NXT stockholders, including holders of Company Options and Company Warrants (other than the United Warrants and shares issuable pursuant to the Investor Notes) (the “Common Merger Consideration”) shall be determined by dividing (i) $450,000,000, which is the value of the Common Merger Consideration, by (ii) the Redemption Price, which is an amount equal to the price at which each Public Share of ITAQ may be redeemed pursuant to the redemption provisions of ITAQ’s certificate of incorporation. The number of shares of ITAQ Class A Common Stock to be issued in respect of each share of Company Common Stock, determined after completion of the Recapitalization (the “Conversion Ratio”), shall be determined by dividing the Merger Consideration by the Total Company Shares. The “Total NXT Shares” shall mean the sum of (i) the number of shares of NXT Common Stock outstanding after giving effect to the Recapitalization (excluding (x) any shares held by NXT or a subsidiary of NXT; (y) any shares of NXT Common Stock issuable upon conversion or exercise of the United Warrants and the Investor Note and (z) any shares of common stock issuable conversion of the NXT Preferred Stock), (ii) the number of shares of NXT Common Stock issued pursuant to a proposed equity financing by NXT, (iii) the number of shares of NXT Common Stock issuable upon exercise of outstanding Company Options, and, with certain exclusions, NXT Warrants (other than the United Warrants or the Investor Notes). No fractional shares of ITAQ Class A Common Stock shall be issued to holders of NXT Common Stock, and any fractional shares will be rounded down in the aggregate to the nearest whole share of ITAQ Class A Common Stock.

Each share of NXT Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into 75,000 shares of NXTCLEAN Preferred Stock (such aggregate amount, the “Preferred Merger Consideration” and together with the Common Merger Consideration, the “Merger Consideration”).

Each option or warrant exercisable for NXT Common Stock that is not exercised prior to the Closing will be assumed by ITAQ and automatically converted into an option or warrant exercisable for shares of NXTCLEAN Common Stock, in each case subject to the equivalent terms and conditions as the option or warrant exercisable for NXT Common Stock, with the number of shares of ITAQ Class A Common Stock and the exercise price being adjusted to reflect the Conversion Ratio.

Pro Forma Capitalization

We estimate that at the Effective Time, in the No Redemption Scenario, the securityholders of NXT will own approximately 69.4% of the outstanding ITAQ Common Stock and the securityholders of ITAQ, namely the Public Stockholders and the Sponsor, will own the remaining ITAQ Common Stock. This percentage interest of the securityholders of NXT does not reflect additional dilution that will result from the issuance of shares of NXTCLEAN Common Stock upon

conversion of all options and warrants, including the outstanding ITAQ Warrants, or the issuance of NXTCLEAN Common Stock upon conversion of the NXTCLEAN Preferred Stock or the conversion of Investor Notes. See the Question “If I elect not to redeem, to what extent will I be subject to dilution?” on page 52.

Background of the Merger

The following is a discussion of the formation of ITAQ, the background of ITAQ’s efforts to effect an initial business combination, and its negotiations with and evaluation of NXT, the Merger Agreement and related matters.

ITAQ is a blank check company formed on January 2, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. ITAQ’s efforts to identify a prospective target business were not limited to any particular industry or geographic region, although it focused its search on targets operating in the industrial and energy focused technology areas, including software, mobile and Internet of Things (“IoT”) applications, cloud communications and ultra-high bandwidth services, including LTE and 5G communications. The Transaction with NXT is a result of a thorough search for a potential transaction using the extensive network and investing and operating experience of ITAQ’s management team and board of directors. The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of ITAQ and NXT.

On January 14, 2022, ITAQ completed its IPO of 17,250,000 Units, including Units issued upon the full exercise by the underwriters of their over-allotment option, each Unit consisting of one ITAQ Public Share and one ITAQ Public Warrant, at a price of $10.00 per Unit, generating total gross proceeds to ITAQ of $172,500,000. Simultaneously with the closing of ITAQ’s IPO, ITAQ completed the private sale of an aggregate of 8,037,500 ITAQ Private Warrants to its Sponsor at a price of $1.00 per ITAQ Private Warrant, generating gross proceeds to ITAQ of $8,037,500. A total of $175,950,000, comprised of $172,500,000 of the proceeds from ITAQ’s IPO and $3,450,000, representing a portion of the $8,037,500 proceeds of the sale of the ITAQ Private Warrants, was placed in the Trust Account. As a result of redemptions in connection with the extension of the date by which ITAQ must complete its initial business combination, at May 25, 2023, there was approximately $14.4 million in the Trust Account.

Except for a portion of the interest earned on the funds held in the Trust Account that may be released to ITAQ to pay taxes, none of the funds held in the Trust Account will be released until the earliest to occur of (a) the completion of an initial business combination by ITAQ, (b) the redemption of any ITAQ Public Shares properly submitted in connection with a stockholder vote to amend ITAQ’s amended and restated certificate of incorporation to modify the substance or timing of ITAQ’s obligation to redeem 100% of the Public Shares if ITAQ does not complete an initial business combination by December 14, 2023 (or such earlier date as determined by the board of directors of the Company). However, ITAQ also had to right to extend the date by which it must complete its initial business combination by obtaining stockholder approval of a further extension at a special meeting.

On April 10, 2023, ITAQ held a special meeting of stockholders at which ITAQ’s stockholders approved the extension of the date by which ITAQ must consummate a Business Combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company) In connection with the vote to approve the extension, the holders of ITAQ Public Shares had the right, with certain limited exceptions, to have their Public Shares redeemed. In connection with such extension, stockholders holding 15,901,113 Public Shares exercised their right to redeem such shares, and, as a result, $165,137,380 (approximately $10.38 per share) was removed from the Trust Account to pay such holders, leaving a balance of approximately $14.82 million at October 13, 2023. As a result of the redemptions, the number of Public Shares decreased from 17,250,000 shares to 1,348,887 shares. In connection with the extension, ITAQ deposits $35,000, or approximately $0.026 per Public Share that was not redeemed in connection with the extension, into the Trust Account each month. The first six payments, totaling $210,000 were made by ITAQ from its available funds and the seventh payment was made and the eighth payment will be made from funds available under the Extension Note issued by the Sponsor. The Sponsor had agreed to make the monthly loans to ITAQ pursuant to the Extension Note to provide ITAQ with funds to make the Extension Payments. The amount funded under the Extension Note was $0 at June 30, 2023, $161,000 at September 30, 2023 and $261,000 at October 13, 2023. The Extension Payments are added to the Trust Account, which will be distributed either to: (i) all of the holders of Public Shares upon ITAQ’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Business Combination. If the Merger is approved, any funds remaining in the Trust Account after redemptions will be paid to ITAQ at the Closing.

Prior to the consummation of its IPO, neither ITAQ, nor anyone on its behalf, contacted or was in contact with any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with ITAQ or any potential target.

NXT’s CEO, Christopher Efird, made a passive investment in the Sponsor of $25,000 in March 2021, resulting in his acquiring an approximately 2% interest in the Sponsor, which was the result of his 20+ year friendship with ITAQ’s CEO, E. Scott Crist. However, due to the passive nature of this investment, Mr. Efird did not partake in any discussions regarding a prospective target business for ITAQ, either prior to or subsequent to the consummation of ITAQ’s IPO, except as disclosed in this proxy statement/prospectus under the subheading “Timeline of the Business Combination”.

Immediately after closing the IPO on January 11, 2022, the officers and directors of ITAQ began to contact potential candidates for a business combination. In addition, ITAQ was contacted by a number of individuals and entities with respect to potential business combination opportunities.

ITAQ viewed the potential acquisition targets based on the criteria discussed below and used them in evaluating the Business Combination. These criteria included experienced management teams, strong competitive positions with, or with the potential for, revenue and earnings. ITAQ focused on sectors exhibiting growth or the potential for a near-term cyclical uptick, and focused on companies that ITAQ’s management believed would benefit from being a publicly traded company

Between January 14, 2022, and June 4, 2022, ITAQ reviewed in varying degrees approximately forty-two potential business combination candidates, engaged in negotiations with nine of them and submitted preliminary proposals to four of them, including NXT. ITAQ’s management team had frequent discussions regarding the various targets both internally and with a wide range of management teams of the potential targets and specialists in a variety of different fields.

The nine potential targets with which ITAQ engaged in negotiations but did not pursue a business combination are:

Candidate One:    On January 14, 2022, ITAQ was introduced to Candidate One by a third party based in Texas. The candidate is a leading provider of media content, based in the USA. A non-disclosure was executed on January 19, 2022 and a subsequent video conference was conducted the same day between ITAQ’s management team, the candidate’s investment banker, and the candidate’s management team. On February 7, 2022, ITAQ’s CEO flew out to visit the candidate’s facilities and to undertake further due diligence. Multiple calls and subsequent due diligence were undertaken. On February 22, 2022, ITAQ’s CEO flew to New York to meet with an asset management firm that is familiar with the candidate for further due diligence. After additional discussions, the candidate’s board decided that it was not sure in which direction it wanted to go in or its level of interest in going public, so candidate one was dismissed as a potential target.

Candidate Two:    On January 17, 2022, one of ITAQ’s board members was contacted by a third party in New York to discuss a potential candidate. Candidate Two is a delivery services company based in Canada. Introductions were made to ITAQ’s management team on January 26, 2022, and a pitchbook was received that same day. A financial model was requested on February 9, 2022. A non-disclosure was sent to the candidate on February 11, 2022, and executed the same day. ITAQ’s management team was provided with access to the candidate’s data room. The candidate requested a meeting with ITAQ for the week of February 14th, however ITAQ wanted to undertake further due diligence prior to scheduling a meeting. The candidate advised ITAQ that it had received a lot of interest from other parties and so ITAQ decided not to proceed from the deal.

Candidate Three:    On January 19, 2022, ITAQ became aware of Candidate Three and initiated contact with the candidate. The candidate is a provider and supplier of products for the aerospace industry, based in the United States. ITAQ’s management team had an initial call with Candidate Three on January 21, 2022. ITAQ provided a non-disclosure agreement, which was executed on January 24, 2022. Access to the candidate’s data room was granted on January 25, 2022. The candidate was presented to ITAQ’s management team and board members, by a video conference on January 26, 2022. ITAQ’s management and two board members met with the candidate’s management at the candidate’s offices on February 3, 2022 to perform further due diligence. On February 15, 2022, a video conference call was initiated with a New York-based investment banking firm, who is familiar with the candidate and has expertise in the space sector. A subsequent due diligence video conference call was undertaken on February 23, 2022 between the investment bank, the candidate’s management team and ITAQ’s management team and board members. The investment bank provided another presentation to NXT on February 23, 2022 to discuss its extensive due diligence findings and analysis. Another due diligence presentation to ITAQ was undertaken on February 28, 2022 with a subsequent meeting scheduled for March 3, 2022 between ITAQ, the candidate’s management team and the investment bank. A video conference between ITAQ’s management and the investment bank was held on March 7, 2022 to discuss a letter of intent. ITAQ had a discussion with the candidate’s legal counsel on March 7, 2022, to review the letter of intent. A preliminary, non-binding letter of intent was presented to the candidate on March 8, 2022. The candidates acknowledged receipt of the letter of intent on March 9, 2022, but did not execute the

letter of intent. A tour of the candidate’s facility was scheduled and undertaken with ITAQ’s management team and the investment bank on March 11, 2022. Ultimately, the candidate was offered a separate SPAC opportunity with a significantly higher valuation, so negotiations ceased between the candidate and ITAQ because ITAQ felt that the candidate was not mature enough to justify the increased valuation.

Candidate Four:    On February 12, 2022, Candidate Four was introduced to ITAQ’s CEO by a mutual third party based in Texas. The candidate is a solar power provider based in the United States. ITAQ’s CEO and CFO had a management pitch call with the candidate on February 18, 2022. A non-disclosure was provided to the candidate on February 21, 2022 and was executed and returned the same day. ITAQ’s management team was provided with access to the candidate’s data room on February 21, 2022. ITAQ evaluated the management and growth of the candidate and determined it wasn’t mature enough to be a public company at that time.

Candidate Five:    On February 16, 2022, Candidate Five reached out to ITAQ with initial due diligence documents. The candidate is a US-based company in the oil and gas sector. ITAQ’s management team had an initial due diligence video conference meeting with the candidate’s management team on February 21, 2022. The candidate provided access to its data room on March 8, 2022. ITAQ met with two investment banking firms with expertise in the sector to discuss the candidate. A subsequent meeting was scheduled for March 13, 2022 between the investment bank, the candidate and ITAQ to undertake further due diligence. The candidate’s management team flew to Houston to meet with ITAQ’s management team on April 4, 2022. An initial non-binding letter of intent was issued to the candidate on April 7, 2022. An updated corporate presentation was received on April 8, 2022 from the candidate in preparation for a video conference scheduled for the same day. ITAQ’s CEO had a several calls with the candidate in April and May. The situation stalled as ITAQ started gravitating towards another natural gas production candidate, and candidate Five needed more time to collaborate with its owners and its board on the possibility of going public via a SPAC. As a result of the increased timing the teams mutually decided to terminate the negotiations.

Candidate Six:    On March 21, 2022, ITAQ was introduced to Candidate Six by a third party based in Texas, which led to a call between ITAQ’s management and the candidate. The candidate is a US based industrial printing company. A non-disclosure was sent to the candidate on March 22, 2022. ITAQ received initial due diligence documents on March 22, 2022. The executed non-disclosure agreement was received by NXT on March 24, 2022. The candidate’s financials were received on March 24, 2022, and a subsequent Zoom meeting took place on March 25, 2022, between ITAQ’s management, the candidate and an independent investment firm that had experience in the sector to provide insight into the potential of Candidate Six. A provisional, non-binding LOI was sent to Candidate Six on March 30, 2022. The letter of intent was not executed, and the candidate decided to go in another direction for its capital needs. As a result, discussions were terminated, with the parties discussing a possible renewal of discussion to talk about the candidate capital need in six months. No further discussions were conducted.

Candidate Seven:    Candidate Seven was previously known to ITAQ. It is a biotech company based in the United States. The candidate was introduced to ITAQ through Wells Fargo Securities, the managing underwriter for ITAQ’s IPO, on March 30, 2022 with an initial teaser. On April 8, 2022, a call was set up with the underwriter, its healthcare team and ITAQ’s management team. The candidate gave a lengthy presentation via video conference. Ultimately the underwriter advised ITAQ that it believed that the candidate was not mature enough for the SPAC, and ITAQ terminated discussions.

Candidate Eight:    On April 15, 2022, a third party based in Texas introduced Candidate Eight to ITAQ. Candidate Eight is an oil and gas company based in the United States. ITAQ’s management team had a video conference with the candidate on April 15, 2022. A non-disclosure agreement was sent to the candidate along with an IPO deck for their review. The candidate returned the executed non-disclosure on April 18, 2022. The candidate indicated that it is currently talking to a number of SPACs, two of which are of interest to the candidate. ITAQ’s management planned a further lunch meeting, and in the meantime, the candidate forwarded numerous documents, including financials for due diligence purposes on April 26 and 27, 2022. ITAQ’s CEO had a lunch meeting with the candidate on April 27, 2022. The candidate had a number of SPAC offers, and the parties decided not to proceed at this time.

Candidate Nine — Selection of NXT:    Through its process of evaluating prospective companies, ITAQ determined that NXT met all of its criteria and rose to the lead candidate to pursue as a merger target. Certain compelling reasons leading to this decision included, but are not limited to (i) NXT being a clean fuel company that is targeting the 2nd generation biofuels market with a renewable diesel drop-in replacement product that is chemically identical to existing fossil-fuel based diesel products and yet is far less carbon intense than existing products on the market today, (ii) NXT having already secured a very strategic physical location for its refinery at mile 53 on the Columbia River at Port

Westward on the Oregon and Washington state border with deep water access and adjacent to two power plants, (iii) NXT having secured certain necessary permits to begin final engineering planning prior to construction, (iv) NXT having secured both offtake agreements with customers for its renewable diesel and SAF from super-major energy companies as well as feedstock agreements from a super-major energy provider, (v) renewable diesel’s strong strategic position in the energy transition value-chain, (vi) low technology risk for such lower carbon-intense refining given that hydro processing is a +50 year-old proven and reliable technology, and (vii) NXT interest from bulge-bracket financial entities capable of financing the substantial construction costs of the refinery.

Certain key material issues and key negotiated terms included the receipt of the certain permits necessary to begin construction and the finalization of the key offtake agreements with super-major energy customers as well as a feedstock agreement with a super-major energy provider.

As part of the negotiation, ITAQ considered the amount and structure of the capital requirements for the construction of the refinery and the development of NXT’s and business. The letter of intent reflected a valuation of $400 million, which was increased to $450 million in the Merger Agreement. ITAQ’s Special Committee felt that the agreement with United, which included an initial investment in NXT along with a potential participation in a major financing and was completed prior to the execution of the Merger Agreement along with the potential involvement or investments from BP and Shell confirmed their strategic interest and commitment to NXT, which could help facilitate discussions with strategic investors and other capital sources. In discussions with NXT’s management and various bankers in the industry, ITAQ felt that a significant majority of NXT’s cash requirements could be financed with debt facilities, which is typical in construction projects such as NXT’s refinery. In addition, ITAQ felt that the capital required to finance and close the transaction could be accomplished at either the parent level and or project subsidiary level. There are several international companies that have a strategic interest in the project, either on the supply/feedstock side, or on the offtake/customer side. Some of these companies have expressed interest in potentially investing at some level in NXT. As such, ITAQ felt confident in the ability to obtain sufficient resources to fulfill NXT’s business plan, However, ITAQ recognized that NXT is an early-stage company, with no history of constructing or operating refineries and that there is a risk that NXT will not be able to complete its refinery or that the completion may be delayed considerably, and the term of the existing feedstock supply agreement is scheduled to expire before the expected completion of the Port Westward Refinery, and, consequently, NXT will need to negotiate a feed stock supply agreement with such company or enter into a supply agreement with another source, which, in either case, may result in higher costs and less reliability. NXT’s ability to operate profitably will in part be dependent upon the price at which it purchases feedstock as a well as the price for NXT renewable fuel.

Also, in negotiating the value of NXT, it was important to understand the various components of the capital structure, in terms of debt, equity and hybrid financial instruments. After analyzing the instruments and financing history of NXT, ITAQ decided to value NXT from a pre-money perspective, assuming an internal collapsing of hybrid instruments. This perspective allows for more straightforward discussions with investors on potential PIPE investment into NXT. There is a $50 million minimum cash requirement to close the transaction. ITAQ currently felt that the financing can be reasonably accomplished since the project is of national importance not only to the industry but also to the country from an environmental and sustainability perspective. Furthermore, ITAQ feels more assured since the IPO underwriter has advised NXT that it will waive is deferred underwriting fees, bring more direct capital into NXT, and the Merger Agreement reflects that the waiver of such fees as a closing condition.

During the process of evaluating NXT, the valuation increased from $400 million (at the time of LOI) to $450 million as reflected in the Merger Agreement due to considerations including but not limited to the United agreement, which contemplates both an investment and the purchase or SAF from NXT. In addition, NXT received the crucial Air Permit, which significantly increased the value of NXT. While NXT still has additional permitted requirements, the receipt of Air Permit from Oregon was a significant milestone in the permitting requirements, and ITAQ believed it was positive indication with respect to other required permits, including federal permits.

As discussed above, during the process between the execution of the letter of intent and the execution of the Merger Agreement, NXT finalized and announced the agreement with United, which included an initial equity investment in NXT. NXT and United also contemplate a five-year offtake contract for SAF, with the purchase volume to be agreed upon in a definitive agreement. ITAQ’s Special Committee had to access the technical, legal and financial due diligence along with ITAQ’s outside legal counsel as well as evaluate the work product of ITAQ’s financial advisors.

Opinion of Marshall & Stevens as an Independent Professional Valuation Advisor to ITAQ

On July 6, 2022, ITAQ engaged Marshall & Stevens to evaluate the fairness, from a financial point of view, to ITAQ of the consideration to be received by ITAQ in consideration of the issuance of its equity securities to the equity holders of NXT in connection with the anticipated acquisition by ITAQ of one hundred percent of the equity and equity equivalents (“equity”) and/or all or substantially all of the assets and business (the “business”) of NXT. On November 18, 2022, ITAQ’s board of directors met to review the proposed merger. During this meeting, Marshall & Stevens reviewed with ITAQ’s board of directors certain financial analyses as described below and rendered its oral opinion to ITAQ’s board of directors, which opinion was confirmed by delivery of a written opinion, dated November 18, 2022 (the “M&S Opinion”), to the effect that, as of November 18, 2022 and based on and subject to the matters described in the M&S Opinion, the purchase price being paid by ITAQ for NXT in the transaction was fair, from a financial point of view, to ITAQ. The M&S Opinion is based on the terms of the Merger Agreement prior to the execution of Amendment No. 1, which was executed subsequent to the delivery of the fairness opinion.

The full text of M&S Opinion, which sets forth, among other things, the assumptions made, matters considered and limitations on the scope of review undertaken by Marshall & Stevens in rendering its opinion, is attached as Annex D and is incorporated into this proxy statement by reference in its entirety. In connection with the delivery of its fairness opinion, M&S provided the Special Committee with its presentation which included M&S’ discounted cash flow analysis, sensitivity analysis, calculation of enterprise value and guideline public company analysis. M&S advised the Special Committee that its presentation was developed by M&S independent of any other presentation, including the presentation submitted (the “November Presentation”) by ITAQ with its Form 8-K on November 21, 2022. Because the M&S presentation was independently developed, it differs from the November Presentation including with respect to those companies which are named as comparable companies. Holders of the Class A Common Stock are encouraged to read this opinion carefully in its entirety. M&S Opinion was provided to ITAQ’s Special Committee for its information in connection with its evaluation of the consideration to be received by ITAQ for the issuance of its equity securities to the equity holders of NXT in the merger and relates only to the fairness, from a financial point of view, of such consideration, does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the merger. The summary of Marshall & Stevens’ opinion in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Marshall & Stevens:

•        reviewed the LOI dated June 4, 2022;

•        reviewed certain operating and financial information relating to NXT’s business and prospects, including financial statements for the two years ended December 31, 2020 and December 31, 2021, internal financial records year to date ended July 31, 2022, and projections for the years ending December 31, 2022 through December 31, 2035, all as prepared by NXT’s management and provided to Marshall & Stevens;

•        spoke with certain members of NXT’s management regarding NXT’s operations, financial condition, future prospects and projected operations and performance and regarding the merger;

•        participated in discussions with the board and its counsel regarding NXT’s projected financials results, among other matters;

•        reviewed certain business, financial and other information regarding NXT that was furnished to it by NXT through its management;

•        reviewed certain other publicly available financial data for certain companies that Marshall & Stevens deemed relevant for purposes of its analysis and publicly available transaction prices and premiums paid in other transactions that it deemed relevant for purposes of its analysis;

•        performed a discounted cash flow analysis based on the projected financial information provided by NXT’s management; and

•        conducted such other financial studies, analyses and inquiries as it deemed appropriate.

In connection with its review, Marshall & Stevens relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished or otherwise made available to it,

discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, NXT’s management advised Marshall & Stevens, and Marshall & Stevens assumed, that NXT’s projected financial information provided to Marshall & Stevens was reasonably prepared on bases reflecting the best currently available estimates and judgments of NXT’s future financial results and condition. In evaluating fairness, Marshall & Stevens assumed a fair market value for ITAQ shares of $10.00 per share (the estimated redemption value of such shares). This value was used, with the consent of ITAQ’s Special Committee, due to the fact that ITAQ is a special purpose acquisition company with only limited trading history and no material operations or assets other than cash or cash equivalent and an as yet to be approved merger agreement. Accordingly, Marshall & Stevens did not perform an independent analysis regarding the fair market value of the common stock to be issued pursuant to the Merger Agreement.

Marshall & Stevens expressed no opinion with respect to such forecasts and projections or the assumptions on which they are based. Marshall & Stevens also relied upon and assumed, without independent verification, that there has been no material change in NXT’s assets, liabilities, financial condition, results of operations, business or prospects since the date of the most recent financial statements provided to Marshall & Stevens, and that there is no information or facts that would make the information reviewed by Marshall & Stevens incomplete or misleading. Marshall & Stevens also assumed that NXT is not party to any material pending transaction, including, without limitation, any external financing (other than in connection with the merger), recapitalization, acquisition or merger, divestiture or spin-off (other than the merger or other publicly disclosed transactions).

Marshall & Stevens relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the agreements identified in the Merger Agreement and all other related documents and instruments that are referred to therein are true and correct, (b) each party to each such agreement, document or instrument will perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the completion of the merger will be satisfied without waiver thereof and (d) the merger will be completed in a timely manner in accordance with the terms described in the agreements provided to Marshall & Stevens, without any amendments or modifications thereto or any adjustment to the aggregate consideration (through offset, reduction, indemnity claims, post-closing purchase price adjustments or otherwise). Marshall & Stevens also relied upon and assumed, without independent verification, that all governmental, regulatory and other consents and approvals necessary for the completion of the merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed.

Marshall & Stevens was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of NXT, ITAQ or any other party. Furthermore, Marshall & Stevens did not undertake independent analysis of any potential or actual litigation, governmental investigation, regulatory action, possible unasserted claims or other contingent liabilities to which NXT or ITAQ is a party or may be subject.

Marshall & Stevens’ opinion addressed only the fairness, from a financial point of view, of the consideration to be received by ITAQ in consideration of the issuance of its equity securities to the equity holders of NXT in the merger and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise. Marshall & Stevens’ opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of the opinion. Marshall & Stevens’ opinion did not address the relative merits of the merger as compared to alternative transactions or strategies that might be available to ITAQ, nor did it address ITAQ’s underlying business decision to proceed with the merger. Except as described herein, ITAQ’s board of directors imposed no other limitations on Marshall & Stevens with respect to the investigations made or procedures followed in rendering the opinion.

In preparing its opinion to ITAQ’s board of directors, Marshall & Stevens performed a variety of financial and comparative analyses, including those described below that were the material financial analyses reviewed with ITAQ’s board of directors in connection with Marshall & Stevens’ opinion. The summary of Marshall & Stevens’ analyses described below is not a complete description of such analyses underlying Marshall & Stevens’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Marshall & Stevens arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in

isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Marshall & Stevens believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Marshall & Stevens considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond NXT’s control. No company, transaction or business used in Marshall & Stevens’ analyses as a comparison is identical to NXT or the proposed merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed. The estimates contained in Marshall & Stevens’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Marshall & Stevens’ analyses are inherently subject to substantial uncertainty.

Marshall & Stevens was not requested to, and it did not, recommend the specific consideration payable in the merger, which consideration was determined between ITAQ and NXT, and the decision to enter into the merger was solely that of ITAQ’s Special Committee. Marshall & Stevens’ opinion and financial analyses were only one of many factors considered by ITAQ’s Special Committee in its evaluation of the merger and should not be viewed as determinative of the views of ITAQ’s Special Committee or ITAQ’s management with respect to the merger or the merger consideration.

The following is a summary of the material financial analyses reviewed with ITAQ’s Special Committee in connection with Marshall & Stevens’ opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Marshall & Stevens’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Marshall & Stevens’ financial analyses.

Fees Paid to Marshall & Stevens

Marshall & Stevens was engaged on a fixed fee basis and its compensation is not contingent upon the completion of the transaction. Marshall & Stevens provided no additional services associated with the transaction and has provided no other services for the Sponsor.

Financial Projections

Using financial projections provided by NXT’s management, Marshall & Stevens calculated the net present value of the unleveraged, after-tax free cash flows that NXT’s business is forecasted to generate for the financial years 2022 through 2035, plus the present value of the terminal value of NXT’s business in year 2035. The NXT financial projections are described below under “NXT Financial Projections.”

Discounted Cash Flow Analysis

The major inputs and assumptions used in Marshall & Stevens’s discounted cash flow method were as follows:

•        As discussed above, NXT provided a forecast through 2035 as the basis for the Discounted Cash Flow analysis. The duration of the projection provided assumes a time period by which NXT believes it would achieve a stabilized long term growth rate for the Port Westward Refinery, but not the growth rate or impact of the Lakeview Transaction.

•        A weighted average cost of capital (WACC) was used as the discount rate in Marshall & Stevens’s analysis and applied to debt free, after-tax cash flows. The WACC was calculated to be approximately 17.00% and was determined based upon a cost of equity of 19.67% and an after-tax cost of debt of 4.44%.

•        A cost of equity was determined using a 20-year U.S. Treasury Rate (4.10%), Equity Risk Premium of 6.22% (Kroll Cost of Capital Navigator 2022 (“KCOC”)), Re-levered Equity beta of 0.96 based upon the Guideline Companies discussed below, a size premium of 2.10% based upon KCOC data for the 9th decile, and a company specific risk premium of 7.50% based upon anticipated forecast risk.

•        After-tax cost of debt was determined using BBB rated bond yields and a tax rate of 27.00%.

•        The debt-to-capital ratio was estimated at 20.00% and the equity-to-capital ratio was estimated at 80.00% using input from the Guideline Companies discussed below.

•        Estimated income tax expense of 27.00% of pre-tax income;

•        Capital expenditures for projected years 2022 through 2035 based upon NXT management estimates for the Port Westward Refinery;

•        Working capital requirements were based upon NXT management estimates and reflects the Company’s normal debt-free, cash-free working capital levels;

•        A terminal year multiple of approximately 6.67 (rounded) was calculated using the Gordon Growth Model and based upon a WACC of 17.00% and terminal growth rate of 2.00%.

Marshall & Stevens performed sensitivity analyses, by varying the terminal growth rate, the WACC rate, and the revenue growth rate. Marshall & Stevens also performed a project cost scenario sensitivity by varying the terminal growth rate and the WACC rate. The project cost scenario reflects the total project cost (facility startup costs + initial working capital funding) discounted at the 5-Year BBB Bond Yield and the facility’s projected cash flows discounted at the WACC rate.

Marshall & Stevens first determined the enterprise value of NXT, which is defined as the market value of invested capital, less cash. Marshall & Stevens subsequently determined the fair value of equity by adding the estimated cash balance ($0) and subtracting the estimated debt balance ($0) as of the valuation date. The indication of enterprise value under the project cost scenario were used for sensitivity testing only and were assigned no weight in the final value conclusion. Thus, the indication of enterprise value for Next Fuel using the discounted cash flow method was estimated to be between approximately $470,000,000 and $680,000,000. As of the Merger date, the debt to be assumed by ITAQ is $0 and the cash to be transferred to ITAQ is $0. Thus, the concluded indication of equity value for NXT using the discounted cash flow method was estimated to be between approximately $470,000,000 and $680,000,000.

Guideline Public Company Analysis

Marshall & Stevens reviewed and analyzed selected historical and projected information about NXT provided by Next Fuels’ management and compared this information to certain financial information of seven (7) publicly traded companies that Marshall & Stevens deemed to be reasonably comparable to NXT (each a “Guideline Company” and, collectively, the “Guideline Companies”). The initial Guideline Companies were provided by NXT, and Marshall & Stevens reviewed these Guideline Companies to determine the comparability to NXT. Marshall & Stevens also performed their own independent search for other Guideline Companies, but they did not find any other viable Guideline Companies aside from those provided by NXT. The criteria for selecting the Guideline Companies were mainly based upon each Guideline Company’s industry and business description.

Business descriptions and financial information are provided below for the selected Guideline Companies. The descriptions of these companies and the financial information for such companies set out below are derived from publicly available information and are summary in nature. Shareholders are referred to, and these summaries are qualified in full by reference to, the public reports filed by these companies with the SEC. Marshall & Stevens has conducted no due diligence as to the truthfulness, accuracy or completeness of this information and makes no representation or warranty as to any such matter.

•        Aemetis, Inc. (NasdaqGM:AMTX)

Aemetis, Inc. operates as a renewable natural gas and renewable fuels company in North America and India. It operates through three segments: California Ethanol, Dairy Renewable Natural Gas, and India Biodiesel. The company focuses on the acquisition, development, and commercialization of negative carbon intensity products and technologies that replace traditional petroleum-based products. It sells biodiesel primarily to government oil marketing companies, transport companies, resellers, distributors, and private refiners through its own sales force and independent sales

agents, as well as to brokers who resell the product to end-users. The company also produces and sells ethanol; and wet distillers grains, distillers corn oil, and condensed distillers solubles to dairies and feedlots as animal feed. In addition, it produces dairy biogas; produces and sells high-grade alcohol and various feed products, as well as hand sanitizers; and researches and develops conversion technologies using waste feedstocks to produce biofuels and biochemicals. The company was formerly known as AE Biofuels, Inc. and changed its name to Aemetis, Inc. in November 2011. Aemetis, Inc. was founded in 2005 and is headquartered in Cupertino, California.

•        Calumet Specialty Products Partners, L.P. (NasdaqGS:CLMT)

Calumet Specialty Products Partners, L.P. manufactures, formulates, and markets slate of specialty branded products to various consumer-facing and industrial markets in North America and internationally. Its Specialty Products and Solutions segment offers various solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. The company’s Montana/Renewables segment focuses on processing renewable feedstocks into renewable hydrogen, renewable natural gas, renewable propane, renewable naphtha, renewable kerosene/aviation fuel, and renewable diesel. This segment also processes Canadian crude oil into conventional gasoline, diesel, jet fuel, and specialty grades of asphalt. Its Performance Brands segment blends, packages, and markets high performance products through Royal Purple, Bel-Ray, and TruFuel brands. Calumet GP, LLC serves as the general partner for Calumet Specialty Products Partners, L.P. The company was founded in 1916 and is headquartered in Indianapolis, Indiana.

•        HF Sinclair Corporation (NYSE:DINO)

HF Sinclair Corporation operates as an independent energy company. It produces and markets gasoline, diesel fuel, jet fuel, renewable diesel, specialty lubricant products, specialty chemicals, specialty and modified asphalt, and others. The company also owns and operates refineries located in Kansas, Oklahoma, New Mexico, Utah, Washington, and Wyoming; and markets its refined products principally in the Southwest United States and Rocky Mountains, Pacific Northwest, and in other neighboring Plains states. In addition, it supplies fuels to approximately 1,300 independent Sinclair-branded stations and licenses the use of the Sinclair brand at approximately 300 additional locations, as well as engages in the growing renewables business. Further, the company produces base oils and other specialized lubricants; and provides petroleum product and crude oil transportation, terminalling, storage, and throughput services to the petroleum industry. HF Sinclair Corporation was incorporated in 2021 and is headquartered in Dallas, Texas.

•        Delek US Holdings, Inc. (NYSE:DK)

Delek US Holdings, Inc. engages in the integrated downstream energy business in the United States. The company operates through three segments: Refining, Logistics, and Retail. The Refining segment processes crude oil and other feedstock for the manufacture of various grades of gasoline, diesel fuel, aviation fuel, asphalt, and other petroleum-based products that are distributed through owned and third-party product terminal. It owns and operates four independent refineries located in Tyler, Texas; El Dorado, Arkansas; Big Spring, Texas; and Krotz Springs, Louisiana, as well as three biodiesel facilities in Crossett, Arkansas, Cleburne, Texas, and New Albany. The logistics segment gathers, transports, and stores crude oil, intermediate, and refined products; and markets, distributes, transports, and stores refined products for third parties. It owns or leases capacity on approximately 400 miles of crude oil transportation pipelines, approximately 450 miles of refined product pipelines, an approximately 900-mile crude oil gathering system, and associated crude oil storage tanks with an aggregate of approximately 10.2 million barrels of active shell capacity; and owns and operates ten light product distribution terminals, as well as markets light products using third-party terminals. The Retail segment owns and leases 248 convenience store sites located primarily in West Texas and New Mexico. Its convenience stores offer various grades of gasoline and diesel under the DK or Alon brand; and food products and service, tobacco products, non-alcoholic and alcoholic beverages, and general merchandise, as well as money orders to the public primarily under the 7-Eleven and DK or Alon brand names. It serves oil companies, independent refiners and marketers, jobbers, distributors, utility and transportation companies, the U.S. government, and independent retail fuel operators. Delek US Holdings, Inc. was founded in 2001 and is headquartered in Brentwood, Tennessee.

•        Gevo, Inc. (NasdaqCM:GEVO)

Gevo, Inc. operates as a renewable fuels company. It operates through four segments: Gevo, Agri-Energy, Renewable Natural Gas, and Net-Zero. The company commercializes gasoline, jet fuel, and diesel fuel to achieve zero carbon emissions, and reduce greenhouse gas emissions with sustainable alternatives. Its products also include renewable gasoline and diesel, isooctane, isobutanol, sustainable aviation fuel, renewable natural gas, isobutylene, ethanol, and animal feed and protein. Gevo, Inc. has a strategic alliance with Axens North America, Inc. for ethanol-to-jet technology

and sustainable aviation fuel commercial project development. The company was formerly known as Methanotech, Inc. and changed its name to Gevo, Inc. in March 2006. Gevo, Inc. was incorporated in 2005 and is headquartered in Englewood, Colorado.

•        Neste Oyj (HLSE:NESTE)

Neste Oyj provides renewable and oil products in Finland and other Nordic countries, Baltic Rim, other European countries, North and South America, and internationally. The company operates in four segments: Renewable Products, Oil Products, Marketing & Services, and Others. The Renewable Products segment produces, markets, and sells renewable diesel, renewable jet fuels and solutions, and renewable solvents, as well as raw material for bioplastics based on its technology to wholesale markets. The Oil Products segment produces, markets, and sells diesel fuel, gasoline, aviation and marine fuels, light and heavy fuel oils, base oils, gasoline components, small engine gasoline, solvents, liquid gases, and bitumen. This segment serves retailers and distributors, oil majors and trading companies, petrochemicals companies, and companies marketing lubricants and solvents. The Marketing & Services segment markets and sells petroleum products and associated services to private motorists, industry, transport companies, farmers, and heating oil customers through a network of 947 service stations, as well as direct sales. The Others segment offers engineering and technology solutions. The company also manufactures raw materials for polymers and chemicals materials. The company was formerly known as Neste Oil Oyj and changed its name to Neste Oyj in June 2015. Neste Oyj was founded in 1948 and is headquartered in Espoo, Finland.

•        Valero Energy Corporation (NYSE:VLO)

Valero Energy Corporation manufactures, markets, and sells transportation fuels and petrochemical products in the United States, Canada, the United Kingdom, Ireland, and internationally. The company operates through three segments: Refining, Renewable Diesel, and Ethanol. It produces conventional, premium, and reformulated gasolines; gasoline meeting the specifications of the California Air Resources Board (CARB); diesel fuels, and low-sulfur and ultra-low-sulfur diesel fuels; CARB diesel; other distillates; jet fuels; blendstocks; and asphalts, petrochemicals, lubricants, and other refined petroleum products, as well as sells lube oils and natural gas liquids. As of December 31, 2021, the company owned 15 petroleum refineries with a combined throughput capacity of approximately 3.2 million barrels per day; and 12 ethanol plants with a combined ethanol production capacity of approximately 1.6 billion gallons per year. It sells its refined products through wholesale rack and bulk markets; and through approximately 7,000 outlets under the Valero, Beacon, Diamond Shamrock, Shamrock, Ultramar, and Texaco brands. The company also produces and sells ethanol, dry distiller grains, syrup, and inedible corn oil primarily to animal feed customers. In addition, it owns and operates crude oil and refined petroleum products pipelines, terminals, tanks, marine docks, truck rack bays, and other logistics assets; and owns and operates a plant that processes animal fats, used cooking oils, and inedible distillers corn oils into renewable diesel. The company was formerly known as Valero Refining and Marketing Company and changed its name to Valero Energy Corporation in August 1997. Valero Energy Corporation was founded in 1980 and is headquartered in San Antonio, Texas.

The following is a table including details regarding the industry, size, and profitability along with further detail regarding revenue forecasts and the specific multiples considered for each Guideline Company:

Marshall & Stevens reviewed, among other things, the Guideline Companies’ enterprise value as a multiple of EBITDA for the sixth year forecast for each Guideline Company. The size adjusted multiples of enterprise value to EBITDA for

the Guideline Companies ranged from 2.0x to 12.3x. The multiples were size adjusted based on a comparison to the respective deciles, and the respective equity risk premium, to which each Guideline Company was classified compared to the 9th decile utilized for NXT. After selecting the appropriate multiple to consider in the valuation, we gathered relevant financial information on size and expected growth, and calculated liquidity, profitability, asset turnover and leverage ratios, to establish a range of performance for each ratio. We then compared NXT’ size, expected growth and financial ratios to those of the Guideline Companies. Based on the quantitative and qualitative comparative analysis, we concluded that it would be most reasonable to apply multiple of 3.50x for the low value indication, 3.75x for the base value indication, and 4.00x for the high value indication.

Given the expected growth profile of NXT, the year ending December 31, 2027 forecasted value indication was considered to arrive at the final range of value. The selected multiples were as follows:

The indication of enterprise value for NXT using the guideline public company method was estimated to be between approximately $427,500,000 and $931,700,000. Subsequently, the indication of equity value for NXT using the guideline public company method in the final value conclusion was estimated to be between approximately $427,500,000 and $931,700,000.

Reconciled Conclusion of Value

Marshall & Stevens considered the discounted cash flow method and the guideline public company method. A 75.0% weighting was placed on the discounted cash flow method given the detailed forecast provided by NXT management. A 25.0% weighting was placed on the guideline public company method due to the discrepancies in financial size, growth potential, service offerings between the guideline companies and NXT.

Given the weighting discussed above, Marshall & Stevens concluded to a final equity value range of approximately $459,000,000 to $743,000,000.

NXT Financial Projections

Using financial projections provided by NXT’s management, Marshall & Stevens calculated the net present value of the unlevered, after-tax free cash flows that NXT’s business is forecasted to generate for the financial years ending December 31, 2023 through December 31, 2035, plus the present value of the terminal value of NXT’s business in the year 2035.

NXT does not, as a matter of principle, publicly disclose long-term forecasts or internal projections of its future performance, revenue, earnings, financial condition or other results, except when presenting to potential investors or partners. Through the course of the due diligence process with ITAQ, NXT management reviewed, updated, assessed and adjusted various assumptions which affected the NXT forecasts. The NXT forecasts contained herein were first provided to Marshall & Stevens in July 2022. The projections were subsequently updated and finalized as of mid-November 2022 and were delivered to ITAQ and Marshall & Stevens on November 17, 2022. As of the date of this filing, NXT has not provided any updates to the November 17, 2022 projections to Marshall & Stevens, including the acquisition of the assets for the Lakeview Facility and the issuance of NXT Preferred Stock in connection with such acquisition. Further, the projections were not prepared with a view toward public disclosure or with a view toward complying with U.S. GAAP, the

published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In fact, the NXT forecasts were prepared utilizing NXT’s internal forecast approach did not give deference to the impact of adoption or effectiveness of any new accounting pronouncements that may occur during the periods presented. Accordingly, none of Marcum LLP, both ITAQ and NXT’s independent registered public accounting firm (though it must be stated that NXT and ITAQ are not served by the same set of accountants within Marcum LLP) nor any other independent accountants, has compiled, examined or performed any procedures with respect to the financial projections contained herein, nor have they expressed any opinion or any other form of assurance on such projections or their achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of the independent registered public accounting firm of NXT contained in NXT’s audited financial statements for the year ended December 31, 2021, which is included in this proxy statement/prospectus, relates to historical financial information of NXT and such report does not extend to the financial projections included below and should not be read to do so.

However, in the view of NXT’s management, the NXT forecasts were prepared by NXT’s management for its internal use in making business decisions for the growth of NXT, including decisions relating to its negotiations for offtake agreement and supply agreement and to evaluate the financing requirements, both debt and equity, which were independent of its entering into the Merger Agreement, and the projections were not made with the view of use in a public financing. NXT’s management believes that the projections were made on a rational and judicious basis, reflected estimates and judgments available at the time of preparation, and to NXT management’s knowledge, opinion and judgment at the time of preparation, represented a reasonable current projection of the future financial performance of NXT as of the end of October 2022. The projections are subjective in many respects and therefore susceptible to significant varying interpretations and the need for frequent updating based on actual experience as well as business, market and competitive landscape developments. The projected revenue is largely based on the expected timing of completion of the NXT Projects, production capacity of the Port Westward Refinery and certain spot rates, tolling rates and tax credits for the renewable fuel products. The projected cost of goods sold is primarily based on the cost of renewable feedstock. The estimated capital expenditures of the Port Westward Refinery are based on preliminary engineering studies, which could be inaccurate. All projections are dependent on NXTCLEAN’s ability to secure the necessary project financing to complete construction of the Port Westward Refinery, which is estimated to require $3.0 to $3.5 billion of funding over the life of the project. The projected revenue and costs are based on assumptions as to (i) the market price at which NXTCLEAN could sell its fuel and at which NXTCLEAN could purchase feedstock, as well as the terms of any offtake and feedstock supply agreements which NXTCLEAN proposed to enter into prior to the completion of its proposed facilities. It also assumes that NXTCLEAN makes a positive FID with respect to each facility. The projected information should not be construed as a prediction of future financial results. Although NXT believes that the underlying assumptions are reasonable, because of the nature of the underlying assumptions, NXT anticipates that it is likely that actual results are likely to differ materially from the projections.

The projections reflect many quantitative and qualitative estimates and assumptions made as of November 2022, including significant assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict in whole or in part and many of which are beyond NXT’s control, such as the risks and uncertainties contained in the section entitled “Risk Factors.” For example, the projections assumed, among other things, that global business, financial and regulatory conditions will not worsen during the projected period, that currently anticipated market opportunities will not vary from expectations, that all of NXT’s ongoing design and construction plans will show to be successful as and when planned, that NXT will receive all permitting and regulatory approvals necessary to construct and operate the Port Westward Refinery, and that no events outside management’s current plans will occur, for example, the occurrence of significant macroeconomic downturns.

The financial projections for revenue, EBITDA, which is a non-GAAP measurement, capital expenditures and working capital investment and NXT’s projected commercial development timeline constitute forward-looking statements that were based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond NXT’s control. All projections are innately and necessarily speculative, and NXT management believes that the prospective financial information in this section covering periods including and beyond 2022 carries high levels of uncertainty and should be read in that context and with an understanding of the nature of the underlying assumptions described in the preceding paragraphs. Because of these assumptions and uncertainties, NXT anticipates that it is likely that the actual results will be materially different from those contained in the projections, including the potential to be materially lower. The inclusion of the projections and anticipated timeline in this proxy statement/prospectus should not be regarded as an indication that ITAQ, NXT, their respective managements and boards of directors, or their respective representatives considered or currently consider the projections to be an unfailing prediction of future events, and undue reliance should not be placed on the projections.