Renewal Fuels, Inc. Announces Execution of Transformative Merger with Kepler Fusion Technologies
LAS VEGAS, Dec. 17, 2025 (GLOBE NEWSWIRE) -- Renewal Fuels, Inc. (OTC: RNWF) (“RNWF” or the “Company”) and Kepler Fusion Technologies Inc. (“Kepler”) today announced the execution of a definitive merger transaction pursuant to which Kepler will combine with and become a wholly owned subsidiary of RNWF. The transaction represents a transformative strategic milestone for both companies and is intended to establish a publicly traded advanced energy infrastructure platform centered on Kepler’s proprietary fusion technology. The Company expects to pursue long-term value creation through scalable deployment of next-generation fusion energy systems within a public-company structure designed to support disciplined grow.
Upon closing, Kepler will operate as a wholly owned subsidiary of RNWF, with Kepler equity holders receiving common stock of RNWF as part of the transaction. The transaction results in a change of control and establishes a single public operating structure intended to support technology development, commercial deployment, and capital markets readiness and pursue growth through strategic M&A opportunities. Other than equity issued in connection with the transaction, the Company does not anticipate any additional share issuances.
Kepler is developing the Texatron platform, a compact aneutronic fusion power system designed for continuous, zero emission baseload electricity. The system is engineered for industrial and commercial applications, including data centers, advanced manufacturing, defense related installations, and grid constrained environments. Kepler’s commercial model is structured around owning and operating its systems while selling electricity under long term power purchase arrangements, creating predictable contracted revenue suitable for infrastructure scale and institutional financing.
Execution of this merger marks a fundamental strategic pivot for Renewal Fuels as it transitions from its prior business focus toward advanced energy infrastructure. Management believes that the combination of Kepler’s fusion technology, intellectual property portfolio, and defined commercialization strategy positions the Company to pursue scalable deployment opportunities and long duration value creation. In connection with this strategic transition, the Company intends to change its corporate name to American Fusion. The proposed name is intended to reflect the Company’s long-term focus on advanced fusion energy technologies and to align the Company’s public identity with the Kepler platform and its commercialization strategy following completion of the transaction.
“Execution of this merger marks a fundamental reset and strategic realignment for Renewal Fuels,” said Richard Hawkins, Chairman and Chief Executive Officer of Renewal Fuels. “Kepler brings a differentiated fusion technology platform, a defined commercial operating model, and intellectual property that we believe is capable of supporting large scale, long duration infrastructure deployment. Our focus is now on completing the closing process, advancing audited financials, and positioning the combined company for institutional engagement and long-term value creation.”
“Kepler was founded with the objective of delivering commercially viable aneutronic fusion energy for real-world industrial and infrastructure applications,” said Brent Nelson, Chief Executive Officer of Kepler Fusion Technologies. “This transaction provides a public-company platform aligned with our long-term deployment strategy while supporting our continued advancement of the Texatron™ system, our Power-as-a-Service model, and our commercialization roadmap.”
In parallel with the transaction, Kepler engaged an independent firm to complete a third-party valuation of its intellectual property and operating assets in connection with consolidation, as well as purchase price accounting. While the valuation process remains ongoing, the Company currently anticipates that the resulting valuation should exceed $300 million dollars. The Company expects that the valuation to be completed sometime next week and the results of this valuation should be reflected in its upcoming fiscal year end 2025 consolidated annual filing with RNWF.
Renewal Fuels is also in the process of engaging a PCAOB registered audit firm as part of its broader initiative to enhance financial reporting standards and support future capital markets initiatives. Following the closing of the merger, the Company expects to advance discussions with multiple investment banks regarding potential uplisting strategies and expanded institutional market access.
With respect to litigation involving the return and cancellation of 1,683,000,000 previously issued shares, representing approximately 59% of the Company’s issued and outstanding common stock, the Company has initiated legal proceedings and is in the process of completing, service of process on the relevant parties in accordance with applicable court procedures. Following completion of service, the matter will proceed through the applicable statutory response period. Based on the procedural posture of the case, the Company does not anticipate a responsive pleading and intends, following expiration of the response period, to seek appropriate court relief to effect the return and cancellation of the subject shares.
The subject shares are currently subject to an administrative hold with the Company’s transfer agent, are restricted, and are not eligible for resale under Rule 144 or otherwise. As previously disclosed, the Company’s intent is to return such shares to treasury, and the Company does not expect these shares to enter the public market.
About Renewal Fuels, Inc.
Renewal Fuels, Inc. (OTC: RNWF) is a Delaware corporation that has recently completed a comprehensive corporate reset, achieving full OTC Markets compliance, eliminating toxic debt, and restoring a clean governance and capital structure. The Company is focused on disciplined execution of strategic transactions designed to enhance long-term shareholder value. Renewal Fuels also owns MicroCap Advisors, its wholly owned advisory subsidiary supporting corporate development and acquisition activities. For more information visit: www.renewalfuels.net.
About Kepler Fusion Technologies
Kepler Fusion Technologies is an advanced-energy company developing a compact, aneutronic fusion power system designed for global deployment. Its Texatron™ platform is engineered to deliver clean, continuous, emission-free electricity with no radioactive waste. For more information visit: www.keplerfusion.com.
A supplemental presentation outlining Kepler Fusion Technologies’ platform, commercial model, and preliminary deployment framework has been made available for investors and stakeholders. The presentation can be accessed at the following link: Kepler Texatron Project
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Company’s plans, objectives, expectations, and intentions, including statements regarding the proposed acquisition, potential change of control, SEC registration, exchange uplisting, and future business operations. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Important factors that could cause such differences include, but are not limited to: the ability to negotiate and execute definitive agreements; the ability to satisfy closing conditions; due diligence findings; regulatory approvals; market conditions; competitive factors; the ability to obtain financing; the ability to engage audit firms and complete audited financial statements; the ability to achieve and maintain compliance with SEC and exchange listing requirements; and general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Disclosure Statement (Dated December 1, 2025)
Disclosure:
As of December 17, 2025, the information contained in this release is believed to be accurate and based on currently available data provided by Renewal Fuels, Inc., Kepler Fusion Technologies, and Earth Science Fund I, LLC. The parties acknowledge that the LOI is non-binding and subject to completion of due diligence, negotiation of definitive agreements, and satisfaction of closing requirements. No assurances can be given that the proposed transaction or change of control will be completed as described, or at all. All summaries herein are provided for informational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any securities.
Investor Relations Contact:
Richard Hawkins
President and CEO
Renewal Fuels, Inc.
info@renewalfuels.net
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