ASP Isotopes Inc.

Current report

We are subject to certain risks as a result of QLE’s investment in Skyline.

Current report

As disclosed elsewhere in this Form 10-Q, effective August 29, 2025, QLE completed an acquisition of the controlling interest in Skyline Builders Group Holding Limited, a company incorporated under the laws of the Cayman Islands ("Skyline") with its Class A Ordinary Shares listed on The Nasdaq Stock Market LLC under the symbol "SKBL". QLE entered into a Stock Purchase Agreement to purchase all 1,995,000 of Skyline's Class B Ordinary Shares, which carry super-voting rights, for the aggregate purchase price of $1,000,000 ("Skyline Class B Purchase Agreement"). Additionally, QLE entered into a Securities Purchase Agreement to purchase (i) 454,794 Class A Ordinary Shares, (ii) a Prefunded Warrant to purchase 1,600,000 Class A Ordinary Shares at an exercise price of $0.0001 per share, (iii) a Class A Ordinary Share Purchase Warrant A to purchase up to 2,054,794 Class A Ordinary Shares at an exercise price of $0.60 per share, and (iv) a Class A Ordinary Share Purchase Warrant B to purchase 2,054,794 Class A Ordinary Shares at an exercise price of $0.65 per share, for the aggregate purchase price of $1,500,000 ("Skyline Class A Purchase Agreement").

Current report

After giving effect to the transactions contemplated by the Skyline Class B Purchase Agreement and the Skyline Class A Purchase Agreement and other related transactions involving Skyline and its former controlling shareholder, QLE became the holder of 79.14% of the aggregate voting power represented by all outstanding Class A Ordinary Shares and Class B Ordinary Shares, and thereby gaining control over Skyline. As a result, we consolidate the financial statements of Skyline, as well as our other subsidiaries, in our consolidated financial statements. As a result, we are subject both to the risks and benefits associated with the equity securities of Skyline and the risks and benefits associated with the underlying business of Skyline.

Current report

Our business strategy includes acquiring companies and making investments that complement our existing businesses. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results.

Current report

We expect to continue to evaluate the acquisition of strategic businesses and technologies with the potential to strengthen our industry position or enhance our existing offerings. For example, effective October 21, 2025, QLE acquired substantially all assets of One 30 Seven (a Canadian company specializing in decontamination solutions for radioactive waste from nuclear power plants, radiopharmaceuticals, and military sources) in an acquisition intended to advance the development of Creber Micro, Mini, Midi, and Maxi Units and allow QLE to offer Nuclear Waste processing solutions. In addition, effective August 29, 2025, QLE completed an acquisition of the controlling interest in Skyline, which we intend to use to pursue opportunities to acquire assets in the critical materials supply chain that we believe will help the United States and QLE secure important feedstocks that are vital to the security of the United States and long-term growth of QLE. However, we cannot assure you that completed acquisitions will be successful or that we will identify or successfully complete suitable acquisitions in the future. Acquisitions that do not achieve the intended strategic or operational benefits could adversely affect our operating results and may result in an impairment charge.

Current report

Under certain circumstances, it may be difficult for us to complete transactions quickly and to integrate acquired operations efficiently into our current business operations. Acquisitions and investments may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our business, consolidated financial condition, results of operations and cash flows. Acquisitions involve numerous other risks, including: (i) diversion of management’s time and attention from daily operations; (ii) difficulties integrating acquired businesses, technologies and personnel into our business; (iii) inability to obtain required regulatory approvals; (iv) inability to obtain required financing on favorable terms or, if so obtained, risks associated with incurrence of substantial amounts of indebtedness to finance the acquisition; (iv) potential loss of key employees, key contractual relationships, or key customers of acquired companies or from our existing businesses; and (v) assumption of the liabilities and exposure to unforeseen liabilities of acquired companies (including environmental, employee benefits, safety and health and third party property and casualty liabilities). Any acquisitions or investments may ultimately harm our business or consolidated financial condition, as such acquisitions may not be successful and may ultimately result in impairment charges.

Current report

We may acquire companies or make investments or otherwise enter into new markets in which we have little or no experience, which may lead us to fail to realize the anticipated benefits of such entry and which may adversely affect our financial condition and results of operations.

Current report

From time to time we may acquire or make investments in companies or businesses to gain access to, or otherwise seek to enter, new product or geographic markets in which we have no, or only limited, familiarity and experience. In addition, we may acquire companies that have substantial operations in other lines of business in which we have limited or no prior experience, that may be difficult to divest on commercially reasonable terms or at all, or for which we may incur significant costs to divest. For example, with the acquisition of the controlling interest in Skyline, which we intend to use to pursue opportunities to acquire assets in the critical materials supply chain, we acquired ongoing civil engineering services operations Hong Kong, which is not the focus of our other business and operations. We may fail to achieve the business objectives that we intended to achieve at the time we acquired or invested in a company or entered into a new market, which may have a material adverse effect on our reputation, business, financial condition or results of operations.

Current report

On September 23, 2025, we issued 115,805 shares of common stock upon exercise of an existing warrant on a net-exercise basis. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended. We did not receive any cash proceeds from this issuance.

Current report

On October 21, 2025, we closed on an acquisition of One 30 Seven Inc., a Canadian company engaged in the business of researching and developing decontamination solutions for nuclear waste, particularly radioactive waste from radioactive materials from nuclear power plants, radiopharmaceuticals, and military sources, in which we issued approximately 266,113 shares of our common stock valued at $10.7097 per share, which is the volume-weighted average price one share of the our common stock over the trailing 30-day period up to October 17, 2025. The issuance of the common stock to the seller was completed in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. We did not receive any cash proceeds from this issuance.

Previous report

Risks Relating to the Acquisition of Renergen

Previous report

The number of shares of ASPI common stock that Renergen shareholders will receive in the Offer is based on a fixed Entitlement Ratio. The market value of the ASPI common stock to be issued upon completion of the transaction is unknown, and therefore, Renergen shareholders cannot be certain of the value of the acquisition consideration to be paid in ASPI common stock.

Previous report

Renergen shareholders will receive a fixed number of ASPI common stock in the transaction rather than a number of shares with a particular fixed market value. The market values of ASPI common stock and Renergen shares have fluctuated since the date of the announcement of the transaction and will continue to fluctuate to the closing date of the acquisition. The market values of ASPI common stock and Renergen shares at the time of the closing of the transactions may vary significantly from their prices on the date of the ASPI Offer Letter, the date of the announcement of the transaction or the closing date of the acquisition. Because the Entitlement Ratio will not be adjusted to reflect any changes in the market prices of ASPI common stock or Renergen shares, the market value of the ASPI common stock issued as the Scheme Consideration Shares and Renergen shares exchanged in the transaction may be higher or lower than the values of such shares on earlier dates. The Scheme Consideration to be received by Renergen shareholders will be solely ASPI common stock, except that any entitlements to fractions of shares of ASPI common stock that otherwise would be issuable pursuant to the Scheme will be rounded down to the nearest whole number of shares and a cash payment will be made for any fractional shares resulting from such rounding. Although the consideration to be received by Renergen shareholders is set, the market value of the Scheme Consideration to be received by Renergen shareholders that is comprised of ASPI common stock will fluctuate. On May 19, 2025, the last trading day prior to the announcement of the transaction, the market value of the Scheme Consideration was approximately $107.3 million based on the closing price of ASPI common stock on May 19, 2025. As of July 31, 2025, the market value of the Scheme Consideration was approximately $129.4 million based on the closing price of ASPI common stock on July 31, 2025.

Previous report

Changes in the market prices of ASPI common stock and Renergen shares may result from a variety of factors that are beyond the control of ASP Isotopes or Renergen, including changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments.

Previous report

The parties may not realize the anticipated benefits and cost savings of the transaction.

Previous report

While ASPI and Renergen will continue to operate independently until the completion of the transaction, the success of the transaction will depend, in part, on ASPI’s and Renergen’s ability to realize the anticipated benefits and cost savings from combining ASPI’s and Renergen’s businesses. The parties’ ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

Previous report

the parties’ ability to successfully combine their respective businesses;

Previous report

the risk that the combined businesses will not perform as expected;

Previous report

the extent to which the parties will be able to realize the expected synergies, which include realizing potential savings from re-assessing priority assets and aligning investments, eliminating duplication and redundancy, adopting an optimized operating model between both companies and leveraging scale, and creating value resulting from the combination of ASPI’s and Renergen’s businesses;

Previous report

the possibility that the aggregate consideration being paid for Renergen is greater than the value ASPI will derive from the transaction;

Previous report

the possibility that the combined company will not achieve unlevered free cash flow that the parties expect;

Previous report

the incurrence of additional indebtedness in connection with the transaction and the resulting limitations placed on the combined company’s operations;

Previous report

the assumption of known and unknown liabilities of Renergen, including potential tax and employee-related liabilities; and;

Previous report

the possibility of costly litigation challenging the transaction.

Previous report

If ASPI and Renergen are not able to successfully integrate their businesses within the anticipated time frame, or at all, the anticipated cost savings, synergies operational efficiencies and other benefits of the transaction may not be realized fully or may take longer to realize than expected, and the combined company may not perform as expected.

Previous report

Integrating ASPI’s and Renergen’s businesses may be more difficult, time-consuming or costly than expected.

Previous report

ASPI and Renergen have operated and, until completion of the transaction, will continue to operate independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s or both companies’ ongoing businesses or unexpected integration issues, such as higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of ASPI and Renergen in order to realize the anticipated benefits of the transaction so the combined business performs as expected include, among others:

Previous report

integrating the companies’ technologies, products and services;

Previous report

addressing possible differences in corporate cultures and management philosophies;

Previous report

attracting and recruiting prospective employees;

Previous report

coordinating sales, distribution and marketing efforts;

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maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors;

Previous report

coordinating geographically dispersed organizations; and

Previous report

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the transaction and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and, consequently, the business of the combined company.

Previous report

Failure to complete the transaction could negatively impact the price of ASPI common stock, Renergen shares and the future business and financial results of ASPI and Renergen.

Previous report

The parties’ respective obligations to complete the transaction are subject to the satisfaction or waiver of a number of conditions set forth in the Circular. There can be no assurance that the conditions to completion of the transaction will be satisfied or waived or that the transaction will be completed. If the transaction is not completed for any reason, the ongoing businesses of ASPI and Renergen may be materially and adversely affected and, without realizing any of the benefits of having completed the transaction, ASPI and Renergen would be subject to a number of risks, including the following:

Previous report

ASPI and Renergen may experience negative reactions from the financial markets, including negative impacts on trading prices of ASPI common stock and Renergen shares and from their respective customers, vendors, regulators and employees;

Previous report

ASPI may not be able to recover amounts advanced to Renergen under the Loan Agreement ($30 million);

Previous report

ASPI and Renergen will be required to pay certain expenses incurred in connection with the transactions, whether or not the transactions are completed;

Previous report

the ASPI Offer Letter places certain restrictions on the operation of each of ASPI’s and Renergen’s respective businesses prior to the closing of the transaction, and such restrictions may prevent ASPI or Renergen, as applicable, from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the transaction that ASPI or Renergen would have made, taken or pursued if these restrictions were not in place; and

Previous report

matters relating to the transaction (including integration planning) will require substantial commitments of time and resources of ASPI and Renergen management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to either ASPI or Renergen as an independent company.

Previous report

In addition, each of ASPI and Renergen could be subject to litigation related to any failure to complete the transaction or related to any proceeding to specifically enforce ASPI’s or Renergen’s obligations under the ASPI Offer Letter.

Previous report

If any of these risks materialize, they may materially and adversely affect ASPI’s or Renergen’s business, financial condition, financial results and the price of ASPI common stock, Renergen shares.

Previous report

ASPI and Renergen will be subject to business uncertainties and contractual restrictions while the transaction is pending.

Previous report

Uncertainty about the effect of the transaction on employees, vendors and customers may have an adverse effect on ASPI or Renergen and, consequently, on the combined company after the closing of the transaction. These uncertainties may impair ASPI’s or Renergen’s ability to retain and motivate key personnel and could cause customers and others that deal with ASPI or Renergen, as applicable, to defer or decline entering into contracts, or making other decisions concerning ASPI or Renergen, as applicable, or seek to change existing business relationships with ASPI or Renergen, as applicable. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the transaction, ASPI’s and Renergen’s businesses could be harmed. Furthermore, the ASPI Offer Letter places certain restrictions on the operation of ASPI’s and Renergen’s businesses prior to the closing of the transaction, which may delay or prevent ASPI and Renergen from undertaking certain actions or business opportunities that may arise prior to the consummation of the transaction.

Previous report

Third parties may terminate or alter existing contracts or relationships with ASPI or Renergen.

Previous report

Each of ASPI and Renergen has contracts with customers, vendors and other business partners which may require ASPI or Renergen, as applicable, to obtain consents from these other parties in connection with the transaction. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which ASPI and/or Renergen currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either party in anticipation of the transaction, or with ASPI following the transaction. The pursuit of such rights may result in ASPI or Renergen suffering a loss of potential future revenue, incurring liabilities in connection with a breach of such agreements or losing rights that are material to its business. Any such disruptions could limit ASPI’s ability to achieve the anticipated benefits of the transaction. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the transaction or the termination of the transaction.

Previous report

In order to complete the transaction, the parties must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transaction may be jeopardized or prevented or the anticipated benefits of the transaction could be reduced.

Previous report

Consummation of the transaction is conditioned upon, among other things, the receipt of certain governmental approvals, including approvals required under South African law. Although the parties have agreed in the ASPI Offer Letter to use their reasonable best efforts to make certain governmental filings and obtain the required governmental approvals, there can be no assurance that the required approvals will be obtained and no assurance that the transaction will be completed.

Previous report

In addition, the governmental authorities from which these approvals are required have broad discretion in administering the governing laws and regulations, and may take into account various facts and circumstances in their consideration of the transaction. These governmental authorities may initiate proceedings seeking to prevent, or otherwise seek to prevent, the transaction. As a condition to the approval of the transaction, these governmental authorities also may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of the combined company’s business after completion of the transaction. Conditions imposed by certain governmental authorities may be appealable; however, there can be no assurance that an appeal will be successful. Additionally, there is no certainty as to what conditions such governmental authorities may impose, the extent of such conditions or the impact of such conditions on the completion of the transaction.