Renewal Fuels, Inc. (OTC: RNWF), Operating as American Fusion, Completes PCAOB Audit & Files Form 10 with the SEC
Rhea-AI Summary
Renewal Fuels (OTC: RNWF) completed PCAOB audits for fiscal years 2024–2025 and submitted a Form 10 to the SEC on March 12, 2026, as it transitions toward SEC reporting status. The company plans to seek OTCQB qualification, reinstate a Rule 15c2-11 quotation, and pursue a future uplisting.
Fiscal 2025 operating expenses were $202,950; total outstanding debt as of December 31, 2025 was approximately $1,203,400; accumulated NOLs are ~$20 million. Management is engaging investment banks and addressing pending litigation matters.
Positive
- PCAOB audits completed for FY2024–FY2025
- Form 10 filed with the SEC to become a reporting company
- Operating expenses low at $202,950 for FY2025
- Net operating losses of ~$20 million available for tax purposes
Negative
- Total outstanding debt of approximately $1,203,400 as of 12/31/2025
- Litigation-related payable of approximately $671,377 tied to legacy matter
- Pending legal proceedings in Washington State (hearing 03/13/2026) and Delaware Chancery action
- FINRA corporate action for name/ticker change still pending approval
News Market Reaction – RNWF
In the Mar 13 session, RNWF declined 12.23%, reflecting a significant negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SOUTHLAKE, Texas, March 12, 2026 (GLOBE NEWSWIRE) -- Renewal Fuels, Inc. (OTC: RNWF) (“RNWF”, “American Fusion” or the “Company”), today announced that it has completed its PCAOB audit of the Company’s financial statements for fiscal years 2024 and 2025 and, in conjunction with that milestone, has finalized and submitted a Form 10 Registration Statement to the U.S. Securities and Exchange Commission (“SEC”).
Completion of the Company’s two year PCAOB audit process represents a significant milestone in the continued strengthening of the Company’s financial reporting, governance, and disclosure framework. The audited financial statements form a central component of the Company’s Form 10 Registration Statement, which has now been submitted to the SEC as the Company moves forward in its transition toward becoming a fully reporting public company under the Securities Exchange Act of 1934.
In conjunction with this transition, the Company intends to pursue qualification for the OTCQB Venture Market as a first step toward a potential uplisting to a national securities exchange. The Company also plans to pursue the reinstatement of a Rule 15c2 11 quotation for its securities. By pursuing qualification for the OTCQB and reinstating its 15c2-11 quotation, the Company aims to make its securities more widely accessible to retail and institutional investors, support improved price discovery, and create the foundation for a future uplisting to a national securities exchange, all of which management believes will meaningfully benefit current and prospective shareholders.
“Completing our PCAOB audits and submitting our Form 10 marks a major milestone for the Company,” said Richard Hawkins, CEO of Renewal Fuels, Inc. “These steps reflect a substantial amount of work behind the scenes to ensure our financial reporting, internal governance practices, and disclosure framework meet the standards expected of an SEC reporting public company. Establishing that foundation allows us to move forward with greater transparency as we continue advancing the American Fusion platform and expanding engagement with institutional investors and strategic partners.”
The final remaining administrative item related to the share exchange and corporate reorganization under American Fusion is the pending FINRA corporate action for the Company's name and ticker symbol change. Based on recent correspondence, management believes this process is in its final stages and anticipates approval in the near term.
Corporate Development and Capital Markets Update
The Company is engaged in active discussions with several prominent investment banking firms regarding potential advisory relationships and capital markets initiatives that may support the Company’s long term development and commercialization plans. These discussions include potential strategic financing structures intended to support the advancement of the Texatron™ fusion energy platform and the Company’s broader infrastructure development objectives. Any such transactions would be subject to market conditions, regulatory considerations, and approval by the Company’s Board of Directors.
Management believes that establishing SEC reporting status and completing PCAOB audited financial statements represent important milestones in preparing the Company for broader engagement with institutional investors and capital markets participants as it continues to build its long term financing and commercialization strategy.
Financial Discipline and Operational Stewardship
As the Company advances its strategic transition and technology development initiatives, management has sought to maintain a disciplined approach to corporate governance and financial stewardship. The Company ended fiscal year 2025 with a streamlined corporate structure, limited fixed overhead, and minimal legacy debt. Total operating expenses for fiscal year 2025 were
The Company's balance sheet as of December 31, 2025 remains consistent with the financial position reflected throughout the audit period. The Company has not incurred any new convertible or dilutive debt instruments during the period and has continued to manage its capital structure in a manner intended to limit unnecessary dilution to shareholders. Aside from accounting adjustments associated with the purchase price allocation following the previously announced business combination, there have been no material changes to the Company's underlying financial position so far in Q1 2026.
As of December 31, 2025, total outstanding debt was approximately
The Company has accumulated net operating losses of approximately
Management believes that continued attention to overhead management, balance sheet integrity, and responsible capital allocation will be important as the Company pursues the development and commercialization of the Texatron™ fusion energy platform and seeks to protect shareholder value over the long term.
Brent Nelson, CEO of Kepler Fusion Technologies and Director of RNWF, commented, “What’s important here is the discipline the Company has shown in getting its financial house in order before pursuing growth capital. Completing the audits, maintaining a healthy balance sheet, and operating with a lean structure demonstrates responsible stewardship. As we begin engaging with investment banks and the broader capital markets, that financial discipline gives us the flexibility to pursue the right financing partners while continuing to advance the Texatron™ platform.”
Litigation Update
As the Company approaches the resolution of previously disclosed litigation in Washington State, with proceedings scheduled for March 13, 2026, relating to the return to treasury of shares that were issued in connection with transactions for which consideration was never delivered, the Company continues to pursue appropriate remedies concerning those historical share issuances.
Separately, the Company is aware of an action filed in the Delaware Court of Chancery by the same individual involved in those prior matters, raising separate claims relating to the Company’s corporate control and governance. The Company has retained Delaware counsel and, on March 12, 2026, filed a formal response in opposition to the plaintiff’s motion for expedited proceedings. The Company’s response is supported by corporate records, including board resolutions, certificates of designation, and documented chain of title, which the Company believes establish that the plaintiff holds no valid ownership interest in the securities at issue. The Company intends to seek dismissal of the action and will continue to defend the matter vigorously through the normal course of legal proceedings on the basis that the claims lack merit.
About Renewal Fuels, Inc. and American Fusion
Renewal Fuels, Inc. (OTC: RNWF) 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 operating under the American Fusion brand and has filed a corporate action with FINRA to change its legal name to American Fusion Inc. 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 Renewal Fuels, Inc. (OTC: RNWF).
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, audit completion, 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, 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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