MARKET WIRE NEWS

Renewal Fuels, Inc. (OTC: RNWF), Operating as American Fusion, Completes PCAOB Audit & Files Form 10 with the SEC

MWN-AI** Summary

Renewal Fuels, Inc. (OTC: RNWF), operating under the name American Fusion, has achieved significant milestones in its journey toward becoming a fully reporting public company. As of March 12, 2026, the company announced the completion of its PCAOB audit for the fiscal years 2024 and 2025, followed by the submission of its Form 10 Registration Statement to the SEC. This pivotal development enhances the company’s financial transparency and governance, crucial for its strategy to qualify for the OTCQB Venture Market and potentially uplist to a national securities exchange in the future.

CEO Richard Hawkins emphasized that these achievements reflect the company’s commitment to robust financial reporting and governance practices. Renewal Fuels aims to improve accessibility for retail and institutional investors while fostering price discovery and shareholder value through its financial diligence. The company concluded fiscal year 2025 with limited overhead and minimal legacy debt, maintaining a disciplined approach to corporate governance.

Further supporting its strategic objectives, Renewal Fuels is engaged with several investment banking firms about potential advisory relationships and capital initiatives to advance the Texatron™ fusion energy platform. The company reported total operating expenses of $202,950 in 2025, underscoring its focus on managing costs while aligning resources toward significant regulatory milestones.

Additionally, a pending litigation matter regarding historical shares is in the works for resolution, with management confident in the legitimacy of the company's securities and its position against the claims.

Renewal Fuels, through its wholly-owned subsidiary, Kepler Fusion Technologies, is focused on developing scalable fusion energy technologies. These recent accomplishments signify a positive trend as the company positions itself for growth in the emerging fusion energy market, while also addressing potential legal challenges and litigation.

MWN-AI** Analysis

Renewal Fuels, Inc. (OTC: RNWF), operating under the American Fusion brand, is charting a notable course toward establishing itself as a key player in the fusion energy sector. The recent completion of its PCAOB audit and submission of the Form 10 Registration Statement with the SEC is critical for attracting institutional investors and broadening its reach in the capital markets. This significant milestone bodes well for the company's transparency and governance practices, essential characteristics that investors typically covet.

As RNWF aims for an uplisting to the OTCQB Venture Market, the implications for liquidity and investor access could be substantial. Enhanced visibility is expected to facilitate improved price discovery, potentially increasing the attractiveness of RNWF to retail and institutional investors alike. Investors should monitor the time frame for these transitions, as the imminent FINRA corporate action related to the name and ticker symbol change is also an essential component of this process.

The company has demonstrated sound financial management with limited operating expenses ($202,950 in FY 2025) and a controlled capital structure, eschewing dilutive debt instruments. With approximately $1.2 million in total outstanding debt, RNWF is focused on resolving pre-existing legal challenges while maintaining operational integrity. The net operating losses of around $20 million may also offer tax advantages as the company continues to advance its Texatron™ fusion energy platform.

Investors should, however, be aware of ongoing litigation matters and the potential impacts on RNWF's operations and capital strategy. Engagement with investment banking firms hints at prospective capital-raising activities; thus, attentiveness to any announcements regarding strategic financing initiatives will be crucial.

In conclusion, while RNWF is on a promising path with steps toward regulatory compliance and strategic partnerships, potential investors should weigh the benefits of increased transparency and growth opportunities against the inherent risks associated with litigation and the nascent nature of the fusion energy industry.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

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 $202,950, which management believes reflects its ongoing efforts to maintain a controlled cost structure while allocating resources toward regulatory milestones and strategic development initiatives.

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 $1,203,400, comprised of a legacy note payable of $473,523 and approximately $671,377 attributable to a litigation-related payable. The litigation matter relates to a default judgment entered in Alaska during a period in which the Company was under prior management and in which the Company was not a direct party to the underlying dispute. The Company is actively pursuing resolution of this matter. The remaining balance reflects ordinary course obligations.

The Company has accumulated net operating losses of approximately $20 million, which may be available to offset future taxable income for federal income tax purposes, subject to applicable limitations, if any.

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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FAQ**

How does Renewal Fuels Inc (RNWF) plan to leverage the completion of its PCAOB audit to attract institutional investors and enhance shareholder value?

Renewal Fuels Inc (RNWF) aims to leverage its completed PCAOB audit to boost credibility and transparency, thereby attracting institutional investors and enhancing shareholder value by showcasing compliance with rigorous financial standards.

What specific steps is Renewal Fuels Inc (RNWF) taking to address the ongoing litigation matters, and how might these issues impact future financing opportunities?

Renewal Fuels Inc (RNWF) is actively engaging in settlement discussions and legal strategies to mitigate ongoing litigation, which may influence future financing opportunities by potentially increasing perceived risk among investors and lenders.

In what ways does Renewal Fuels Inc (RNWF) anticipate that pursuing qualification for the OTCQB will facilitate its goal of uplisting to a national securities exchange?

Renewal Fuels Inc (RNWF) anticipates that obtaining OTCQB qualification will enhance its visibility, improve liquidity, attract more institutional investors, and provide greater access to capital, all of which are crucial steps toward achieving its goal of uplisting to a national securities exchange.

What are the strategic initiatives Renewal Fuels Inc (RNWF) plans to implement for the commercialization of its Texatron™ fusion energy platform following its recent developments?

Renewal Fuels Inc (RNWF) plans to implement strategic initiatives including partnerships for technology validation, advancements in regulatory compliance, and targeted marketing efforts to accelerate the commercialization of its Texatron™ fusion energy platform.

**MWN-AI FAQ is based on asking OpenAI questions about Renewal Fuels Inc (OTC: RNWF).

Renewal Fuels Inc

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