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

Rhea-AI Summary

{"summary":"","positive":[],"negative":[],"faq":[]}

News Market Reaction

+84.62%

1 alert

+84.62% News Effect

On the day this news was published, RNWF gained 84.62%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares to cancel: 1,683,000,000 shares Cancellation timeline: 60 days Kepler share issuance: 240,000,000 shares +3 more

6 metrics

Shares to cancel 1,683,000,000 shares Expected return and cancellation within the next 60 days

Cancellation timeline 60 days Expected period for return and cancellation of 1.683B shares

Kepler share issuance 240,000,000 shares Up to 240M new RNWF common shares to Kepler holders

Control share 1 Series 2020 Super Voting Preferred Share Represents majority voting control for ESF

Indicative power price $0.0625 per kWh Preliminary pricing in long-duration power purchase scenarios

Baseload demand reference 4,000 TWh annually Use cases evaluated in internal Texatron demand modeling

Market Reality Check

Price: $0.0181 Vol: Volume 28,934,249 vs 20-d...

normal vol

$0.0181 Last Close

Volume Volume 28,934,249 vs 20-day average 19,355,710 indicates elevated trading interest ahead of the proposed merger. normal

Technical Flagged as trading above its 200-day MA; MA value field is 0, limiting clarity on long-term trend.

Peers on Argus

RNWF gained 32.95% while close peers in Specialty Chemicals were flat to modestl...

RNWF gained 32.95% while close peers in Specialty Chemicals were flat to modestly positive (e.g., SINC up 0.77%), indicating a stock-specific move driven by the merger LOI rather than a sector-wide shift.

Historical Context

3 past events · Latest: Dec 03 (Positive)

Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Merger update	Positive	+42.9%	Investor fact sheet and update on proposed Kepler business combination.
Dec 01	Proposed merger	Positive	+84.6%	Announcement of non-binding LOI for Kepler merger and change of control.
Oct 17	Corporate reset	Positive	+177.8%	Corporate restructuring, elimination of toxic debt, and major share cancellation plan.

Pattern Detected

Recent strategic and restructuring announcements have repeatedly coincided with sharp positive price reactions, suggesting news-driven trading sensitivity.

Recent Company History

Over the last few months, RNWF has focused on restructuring and strategic repositioning. On Oct 17, 2025, it announced a comprehensive corporate reset, zero toxic debt, and a large share cancellation, with a 177.78% price reaction. The current Dec 1, 2025 LOI to merge with Kepler, and the subsequent Dec 3 Kepler fact sheet update, each triggered gains of 84.62% and 42.86%, showing strong sensitivity to corporate development news.

Market Pulse Summary

The stock surged +84.6% in the session following this news. A strong positive reaction aligns with R...

Analysis

The stock surged +84.6% in the session following this news. A strong positive reaction aligns with RNWF’s history of outsized moves on strategic announcements, as prior restructuring and Kepler-related news saw gains of up to 177.78%. The market has reacted to both large planned share cancellations and potential dilution from up to 240,000,000 new shares. Sustainability of any surge could depend on execution of definitive agreements and completion of the planned capital-structure clean-up.

Key Terms

aneutronic fusion, deuterium–helium-3 (d-he3), fusion reaction chamber, power-as-a-service, +2 more

6 terms

aneutronic fusion medical

"emerging leader in compact, aneutronic fusion energy systems."

Aneutronic fusion is a form of nuclear fusion in which the reacting fuel produces little or no neutrons, so most of the reaction’s energy comes out as electrically charged particles rather than neutron radiation. For investors, this matters because aneutronic designs promise lower radioactive waste, simpler shielding and the possibility of converting fusion output more directly into electricity—like getting usable electrical energy instead of having to boil water and run turbines—which could reduce costs and regulatory hurdles if the technology is commercialized.

deuterium–helium-3 (d-he3) medical

"Proprietary Deuterium–Helium-3 (D-He3) fusion reaction"

Deuterium–helium-3 (d–He3) describes a type of nuclear fusion fuel reaction in which a heavy form of hydrogen (deuterium) fuses with a helium isotope (helium‑3) to release energy mostly as fast charged particles rather than harmful neutron radiation. For investors, d–He3 matters because it promises a cleaner, potentially easier‑to‑shield form of fusion power that could lower waste and containment costs, but its commercial potential is limited by technical difficulty and scarcity of helium‑3, making related ventures high‑risk, high‑reward.

fusion reaction chamber technical

"Compact fusion reaction chamber"

A fusion reaction chamber is the sealed vessel where atoms are heated and smashed together to release energy, housing and controlling the super-hot, ionized gas needed for fusion. Think of it as the engine block of a fusion power system: its design determines how efficiently fuel is burned, how safely heat and radiation are handled, and how big and costly a plant must be—crucial factors for investors judging a technology’s commercial viability.

power-as-a-service financial

"This “power-as-a-service” strategy is intended to support customers"

Power-as-a-service is a business model where customers pay for delivered electricity, backup power or energy management as an ongoing service rather than buying and owning the equipment. Like leasing a car with maintenance included, it shifts upfront costs and operational headaches to a provider, while investors watch it because recurring service fees can create steady revenue, reduce customer churn, and expose companies to regulatory and energy-price risks.

pcaob-registered regulatory

"engagement with PCAOB-registered audit firms to complete a two-year audit"

An accounting firm described as PCAOB-registered is officially listed with the U.S. Public Company Accounting Oversight Board, meaning it agrees to follow U.S. audit rules and periodic inspections. For investors this is like knowing a mechanic is certified and periodically checked: it increases confidence that a company’s financial statements were examined under recognized standards and that audit quality and oversight meet U.S. regulatory expectations.

baseload technical

"engineered for continuous, zero-emissions baseload applications capable of supporting"

Baseload is the minimum, steady level of electricity demand or supply that exists over a typical day or season, like the baseline heartbeat of the power grid. Investors care because assets that reliably meet baseload — such as certain power plants or long-term contracts — provide predictable revenue and lower risk, while shortfalls or oversupply at this level can drive price swings and affect valuations.

AI-generated analysis. Not financial advice.

LAS VEGAS, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Renewal Fuels, Inc. (OTC: RNWF) (“RNWF” or the “Company”) today announced that it has executed a non-binding Letter of Intent (“LOI”) with Earth Science Fund I, LLC (“ESF”) and Kepler Fusion Technologies Inc. (“Kepler”). The LOI outlines the framework for a proposed business combination and a planned change of control designed to prepare the combined company for its role as an emerging leader in compact, aneutronic fusion energy systems.

Kepler Fusion Technologies Overview

Kepler Fusion Technologies is developing the Texatron™, a next-generation aneutronic fusion-based power system engineered for deployment in industrial, commercial, remote, and grid-constrained environments. The Texatron™ utilizes:

• Proprietary Deuterium–Helium-3 (D-He3) fusion reaction
• Compact fusion reaction chamber
• Advanced energy-conversion architecture
• Highly integrated control and containment assembly

This fusion pathway highlighted as a “clean fusion” process produces close to no radioactive byproducts, generating only helium-4 and direct electrical output. Kepler’s business model is structured around owning and operating its fusion units while selling electricity to end-users under long-term agreements measured in kilowatt-hours. This “power-as-a-service” strategy is intended to support customers with long duration and high reliability requirements, including heavy industry, data centers, manufacturing facilities, and operators in areas with unreliable or capacity-limited grids.

The Texatron™ platform has been engineered as a scalable green-energy alternative capable of addressing the multi-terawatt-scale market demand. Kepler projects long-term deployment potential within large-scale industrial and commercial markets as demand for non-intermittent, emissions-free energy continues to grow.

Corporate Readiness and Uplisting Strategy

A formal third-party valuation of Kepler’s technology assets and operational model is underway in preparation for the proposed transaction. The company has also initiated engagement with PCAOB-registered audit firms to complete a two-year audit of its financial statements, an essential milestone for SEC reporting.

Renewal Fuels has now completed service of process in the legal complaint filed in Washington State against Justin Costello, the former Chairman and CEO, a step expected to result in the return and cancellation of 1,683,000,000 shares within the next sixty (60) days. In addition, RNWF has also finalized settlement of all remaining non-related third-party debt, leaving no outstanding potentially dilutive external obligations of this nature on the Company’s balance sheet.

These steps are an integral part of combined group’s broader plan to prepare the combined company for an expedited up-listing to Nasdaq or, alternatively, to the newly launched Texas Stock Exchange (TXSE), subject to meeting listing and regulatory requirements.

Proposed Transaction Structure

Under the LOI:

• ESF would acquire control of RNWF through the purchase of one (1) Series 2020 Super Voting Preferred Share, representing majority voting control.
• RNWF would acquire 100% of Kepler's outstanding equity through the issuance of newly issued RNWF common shares.
• Current expectations contemplate up to 240,000,000 RNWF common shares being issued to Kepler shareholders, subject to valuation, due diligence, structural considerations, and negotiation of definitive agreements.
  

Both the change of control and the acquisition of Kepler are expected to become effective simultaneously at closing.

“Kepler’s proprietary fusion power platform has the potential to fundamentally reshape how industrial and commercial energy is produced and delivered,” said Brent Nelson, CEO of Kepler Fusion Technologies. “Our internal modeling and technical assessments indicate that the Texatron platform is engineered for continuous, zero-emissions baseload applications capable of supporting infrastructure-scale demand, including use cases that historically require approximately 4,000 TWh annually of reliable power capacity. In prior deployment analyses, Kepler has evaluated commercial scenarios involving long-duration power purchase agreements at indicative pricing levels in the range of $0.0625 per KWh, and system configurations designed to operate within markets representing an estimated industrial and commercial baseload demand of annual electricity consumption.”

“These evaluations are preliminary and are based on engineering readiness, validation milestones, and commercial-use assumptions reflected in our development roadmap,” Nelson continued. “We believe the combination with RNWF will provide the public-company structure needed to advance commercialization efforts, support institutional engagement, and prepare the business for larger-scale deployment opportunities.”

“This LOI marks an important step in transforming RNWF into a development-stage clean-energy company centered around a truly disruptive fusion technology,” said Richard Hawkins, CEO and President of Renewal Fuels, Inc. “Kepler’s power-as-a-service model offers the potential for significant long-term value creation, and we look forward to advancing our due diligence and negotiating the definitive agreements.”

Non-Binding Nature of the LOI

The LOI is non-binding and does not obligate any party to proceed with the transaction. Completion remains subject to satisfactory due diligence, execution of definitive agreements and regulatory and corporate approvals. There is no assurance that any transaction will be completed.

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 1, 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 combination 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.
renewalfuels@gmail.com