NATURE OF BUSINESS AND BASIS OF PRESENTATION |
3 Months Ended |
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Mar. 31, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION
Organization and Business
American Fusion Inc. ("AMFN" or the "Company") is a Texas corporation. On February 27, 2026, the Company completed its reverse merger with Kepler Fusion Technologies Inc. ("Kepler") pursuant to the Master Sales Agreement dated December 16, 2025 and the related Share Exchange Agreement. Upon closing, Kepler became a wholly-owned subsidiary of the Company, and Kepler's former shareholders shall obtain approximately 89.7% of the common shares voting rights in the combined entity. As of March 31, 2026, the Company's principal operating focus, through its Kepler subsidiary, is the development of advanced fusion energy technologies. See Note 9 for additional details regarding the recapitalization.
Redomestication and Name Change
In February 2026, the Company completed a statutory conversion and redomestication from the State of Delaware to the State of Texas. The redomestication became effective on February 10, 2026, upon the filing of the applicable conversion and formation documents with the Texas Secretary of State, at which time the Company ceased to be a Delaware corporation and continued its existence as a Texas corporation. The redomestication did not result in any change to the Company’s business, operations, assets, liabilities, or stockholders’ equity.
Effective March 19, 2026, the Company completed its corporate name change from Renewal Fuels, Inc. to American Fusion, Inc. and FINRA processed the related ticker symbol change from RNWF to AMFN. Unless the context otherwise requires, references in these financial statements to the “Company” refer to American Fusion Inc., formerly Renewal Fuels, Inc.
Basis of Presentation and Principles of Consolidation
The unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements reflect the operations and financial position of the Company and its consolidated subsidiary for the three months ended March 31, 2026. Under ASC 805-40, Kepler Fusion Technologies Inc. is treated as the accounting acquirer; consequently, the historical financial statements of the combined entity reflect Kepler's historical results for pre-acquisition periods, with AMFN's identifiable assets and liabilities added at carrying value as of February 27, 2026. All intercompany transactions and balances have been eliminated in consolidation.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company has an accumulated deficit of approximately $9.6 million and has incurred recurring losses from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that the completion of the Kepler business merger and planned capital-raising activities will provide the resources necessary to fund ongoing operations; however, no assurance can be given that these plans will be successful.
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