American Fusion Inc. (OTC: AMFN), Achieves Key Regulatory Milestone as SEC Clears Form 10-12G Registration Statement for Renewal Fuels with “No Review” Designation; Filing to Become Effective in Mid May
Rhea-AI Summary
American Fusion (OTC: AMFN) received SEC notice that its Form 10-12G filed March 16, 2026, will receive a “no review” designation and is expected to become effective automatically on May 14, 2026. Upon effectiveness, the company will be subject to full Exchange Act reporting, including Form 10-Q and 10-K obligations.
The company expects its first Form 10-Q for the quarter ended March 31, 2026, to reflect the February share-exchange merger and newly acquired technology and IP, and views SEC reporting as a step toward OTCQB uplisting and potential Form 211 sponsorship while engaging investment banks for capital and listing advice.
Positive
- SEC no-review designation; Form 10-12G expected effective on May 14, 2026
- First 10-Q to reflect February share-exchange and contributed technology/IP
- Potential OTCQB uplisting eligibility once SEC reporting is effective
- Active engagement with investment banks for capital formation and listing strategy
Negative
- SEC effectiveness is expected but not yet effective until May 14, 2026
- OTCQB uplisting and Form 211 sponsorship remain contingent on meeting additional eligibility criteria
- Capital formation and listing engagements are in final discussions, not finalized
News Market Reaction – AMFN
On the day this news was published, AMFN gained 5.83%, reflecting a notable positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
SOUTHLAKE, Texas, March 27, 2026 (GLOBE NEWSWIRE) -- American Fusion Inc. (OTC: AMFN) (“American Fusion” or the “Company”), has received notification from the U.S. Securities and Exchange Commission that the Company’s Registration Statement on Form 10-12G, filed on March 16, 2026, will not be subject to further review.
The SEC’s “no review” designation indicates that the Commission’s staff has elected not to provide comments on the Registration Statement. As a result, the Company’s Form 10-12G is expected to become effective automatically on May 14, 2026, which is the 60th calendar day following the date of filing, in accordance with applicable SEC rules.
Upon effectiveness of the Form 10-12G, the Company will become subject to the full reporting requirements of the Securities Exchange Act of 1934, including the obligation to file periodic reports such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC.
“This is a pivotal moment for American Fusion and our shareholders,” said Richard Hawkins, CEO of American Fusion Inc. “Receiving a ‘no review’ designation from the SEC reflects the work that has gone into establishing our reporting framework. With our first 10-Q expected to reflect the impact of the February merger and the technology assets now held by the Company, we believe the market will have greater visibility into the structure and composition of the business. Combined with the potential for an OTCQB uplisting and the investment banking relationships we are developing, we are continuing to build the foundation for long-term growth.”
First Quarterly Report to Reflect Transformative Merger
The Company intends to file its first Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. This filing is expected to be significant, as it will be the first periodic report to reflect the full value of the proprietary technology and intellectual property contributed by American Fusion through the share exchange transaction that closed in February 2026.
The completion of that transaction fundamentally altered the Company’s asset base relative to the financial statements for fiscal years 2025 and 2024. The upcoming 10-Q will more accurately reflect the valuation of the combined entity, including the advanced technology platform and associated intellectual property that now form the core of the Company’s operations. Management believes this filing will provide shareholders and the broader market with a materially clearer picture of the Company’s value proposition.
Pathway to OTC QB Uplisting and Form 211 Sponsorship
OTC Markets Group has informed the Company that, upon effectiveness of its SEC registration, it may qualify for an uplisting from the OTCID to the OTCQB, provided the Company satisfies the remaining applicable eligibility criteria. Achieving SEC reporting status represents one of the primary requirements for OTCQB qualification, and the Company views this milestone as a meaningful step toward enhanced market visibility and trading access.
In addition, OTC Markets Group and broker-dealers, may be in a position to sponsor the Company in connection with a Form 211 application once this regulatory threshold is achieved. A Form 211 filing may further enhance the Company’s trading liquidity and market presence.
Brent Nelson, CEO of Kepler Fusion Technologies, added, “Establishing a clear path to SEC reporting status is a critical building block for everything that follows from institutional engagement to capital formation to a potential national exchange listing. The share exchange brought transformative IP into this entity, and the upcoming 10-Q will be the first time the public filings reflect that reality. We believe this combination of regulatory progress, asset quality, and strategic execution positions the Company to compete at a fundamentally different level.”
Engagement with Investment Banks for Capital Formation and Listing Strategy
The Company is in the final stages of discussions with several investment banking firms regarding placement agent and advisory services in connection with both capital formation initiatives and a potential listing on a national securities exchange. Management believes that establishing SEC reporting status and a clear path toward an uplisted trading venue will position the Company to access broader pools of institutional capital and accelerate execution of its strategic plan.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and no securities are being registered pursuant to the Form 10.
About American Fusion Inc.
American Fusion Inc. (OTC: AMFN) is an advanced energy platform company focused on the development and commercialization of fusion energy technologies through its wholly owned subsidiary, Kepler Fusion Technologies. Following its previously announced merger with Kepler, the Company is has changed its name and is operating under the American Fusion brand. The Company’s strategy is centered on building a scalable, infrastructure-grade fusion energy platform supported by proprietary technology, disciplined intellectual property development, and long-term commercial deployment objectives. For more information about American Fusion, please visit: americanfusionenergy.com
About Kepler Fusion Technologies
Kepler Fusion Technologies is an advanced energy technology company developing the Texatron™ aneutronic fusion platform. Kepler’s technology is designed to support modular, infrastructure-grade deployment for industrial, commercial, and grid-constrained applications. The Company’s development strategy emphasizes system-level engineering, disciplined intellectual property protection, and scalable architectures intended to support long-term commercial operation. Kepler Fusion Technologies operates as a wholly owned subsidiary of American Fusion Inc. (OTC: AMFN) For more information about Kepler Fusion Technologies and its Texatron™ platform, please visit: www.keplerfusion.com
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, including statements regarding the Company’s plans, objectives, expectations, and intentions, such as statements relating to technology development and commercialization, patent filings, regulatory initiatives, SEC registration, including the expected effectiveness of the Company’s Form 10, audit completion, valuation, exchange uplisting, and future business operations. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” and “will” identify forward-looking statements. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including risks related to technology development, intellectual property protection, regulatory approvals, capital availability, audit and SEC reporting timelines, including the timing and effectiveness of the Company’s Form 10, exchange requirements, litigation matters, and general market and economic conditions. This release is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Company undertakes no obligation to update forward-looking statements except as required by law.
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FAQ
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