ASP Isotopes Inc.

1. Organization

Description of Business

ASP Isotopes Inc. was incorporated in the state of Delaware on September 13, 2021 and has its headquarters in Dallas, Texas. ASP Isotopes Inc., its subsidiaries and ASP Rentals are collectively referred to as “the Company” throughout these consolidated financial statements.

The Company is an advanced materials company dedicated to the development of a differentiated isotope enrichment platform to strengthen global supply chain access to critical materials used in nuclear medicine, next-generation semiconductors, and nuclear energy. Our proprietary enrichment technologies, the Aerodynamic Separation Process (“ASP technology”) and Quantum Enrichment technology (“QE technology”), are designed to enable the production of isotopes for a range of industrial and advanced technology applications. Our initial focus is on the production and commercialization of enriched Carbon-14 (“C-14”), Silicon-28 (“Si-28”) and Ytterbium-176 (“Yb-176”).

The Company commenced commercial production of enriched isotopes at both of its ASP enrichment facilities located in Pretoria, South Africa during the first half of 2025. However, we have not generated any revenue from the sale of our enriched isotopes as of March 31, 2026. The Company's first ASP enrichment facility is designed to enrich light isotopes, such as C-14 and C-12. The second ASP enrichment facility, which is substantially larger than the first, should have the potential to enrich kilogram quantities of relatively heavier isotopes, including but not limited to Si-28. Depending on the timing and the quality of the feedstock received from our customer, the Company is targeting initial commercial shipments of enriched C-14 in the third quarter of 2026. The Company is targeting initial commercial shipments of enriched Si-28 around mid-year 2026. The Company has also completed the commissioning phase of its third enrichment facility, a QE technology facility, which is the Company's first laser-based enrichment plant. The Company is targeting initial commercial shipments of Yb-176 in the third quarter of 2026.

In addition, the Company has started planning additional isotope enrichment plants both in South Africa and in other jurisdictions, including Iceland and the United States. The Company believes the C-14 it may produce using the ASP technology could be used in the development of new pharmaceuticals and agrochemicals. The Company believes the Si-28 we may produce using the ASP technology may be used to create advanced semiconductors and in quantum computing. The Company believes the Yb-176 it may produce using the QE technology may be used to create radiotherapeutics that treat various forms of oncology. The Company is considering the future development of the ASP technology for the separation of Zinc-68 and Xenon-129/136 for potential use in the healthcare end market, Germanium 70/72/74 for potential use in the semiconductor end market, and Chlorine -37 for potential use in the nuclear energy end market. The Company is also considering the future development of QE technology for the separation of Nickel-64, Gadolinium-160, Ytterbium-171, Lithium-6 and Lithium-7.

Quantum Leap Energy LLC (“QLE”), the Company's subsidiary, is currently pursuing an initiative to apply its enrichment technologies to the enrichment of Uranium-235 (“U-235”) in South Africa. The Company believes that the U-235 QLE may produce has the potential to be commercialized as a nuclear fuel component for use in the new generation of high-assay low-enriched uranium (“HALEU”)-fueled small modular reactors that are now under development for commercial and government uses. In furtherance of the Company's uranium enrichment initiative, in October 2024, the Company entered into a term sheet with TerraPower, LLC (“TerraPower”) which contemplates the parties entering into definitive agreements pursuant to which TerraPower would provide funding for the construction of a HALEU production facility and agree to purchase all HALEU produced at the facility over a 10-year period after the planned completion of the facility in 2027. In addition, in November 2024, the Company entered into a memorandum of understanding with The South African Nuclear Energy Corporation (“Necsa”), a South African state-owned company responsible for undertaking and promoting research and development in the field of nuclear energy and radiation sciences, to collaborate on the research, development and ultimately the commercial production of advanced nuclear fuels. As part of the collaboration contemplated by the MOU with Necsa, QLE’s South African subsidiary has entered into a Pre-Implementation Services Contract Agreement (“Services Contract”) with Necsa, pursuant to which Necsa has agreed to provide to QLE’s South African subsidiary certain facilities, infrastructure, utilities and services related to the siting, design, construction, commission and operation of an enrichment facility on the Necsa site in Pelindaba. See the section captioned “TerraPower” below (Note 13) for disclosures regarding certain definitive agreements entered into between TerraPower and us and/or the Company's subsidiaries, including a term loan subject to conditions to support construction of a new uranium enrichment facility at Pelindaba, South Africa and supply agreements for the future supply of HALEU to TerraPower, as a customer.

QLE acquired a controlling interest in Skyline in August 2025. Skyline is a holding company, and its operations are conducted through its wholly owned operating subsidiaries, Kin Chiu Engineering Limited and Kin Chiu Development Company Limited. Operations primarily consist of construction activities which include public civil engineering works, such as road and drainage works, in Hong Kong. Skyline mostly undertakes civil engineering works in the role as a subcontractor but is fully qualified to undertake such works in the capacity of a main contractor. QLE intends to pursue opportunities to acquire assets in the critical materials supply chain.

QLE entered into the Securities Exchange Agreement (the "Exchange Agreement") with a third party, effective as of March 29, 2026, which resulted in the deconsolidation of Skyline (Note 21). QLE retained approximately 8.6% percent of the outstanding Class A ordinary and preferred shares of Skyline immediately following deconsolidation.

The Company acquired Renergen in January 2026. Renergen is South Africa’s leading onshore natural gas explorer and the first integrated producer of both liquid helium and LNG, both of which are produced from the natural gas reserve base that underpins Renergen’s natural gas development project (the “Virginia Gas Project”). The Virginia Gas Project includes (i) the liquefaction of natural gas into LNG, (ii) the separation of helium from natural gas, and (iii) the further liquefaction of helium into 99.999% pure liquid helium. This liquefaction and separation takes place at Renergen’s natural gas processing plant in the Free State Province of South Africa. The Company is targeting to start the liquefaction of helium process in the second half of 2026. Renergen’s principal asset is its 94.5% equity ownership in Tetra4, which holds an onshore petroleum production right and is the entity developingand operating the Virginia Gas Project.

Liquidity

The Company has incurred net losses and negative cash flows from operating activities since its inception. The Company incurred net losses from continuing operations of$26.7 million and$8.5 million for the three months ended March 31, 2026 and 2025, respectively. The Company currently expects that its cash and cash equivalents of$207.3 million and short-term investments of

$83.2 million as of March 31, 2026, will be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date the financial statements are issued.

There can be no assurance that the Company will achieve or sustain positive cash flows from operations or profitability. The Company anticipates it will need to continue to raise capital through additional equity and/or debt financings and/or collaborative development agreements to fund its operations. However, such funding may not be available on a timely basis on terms acceptable to the Company, or at all. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or discontinue the advancement of product candidates, reduce headcount, reorganize, merge with another entity, or cease operations.

2. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Financial Information

The Company’s unaudited condensed consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In the Company’s opinion, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2025.

Basis of Presentation and Use of Estimates

The Company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and disclosure in the Company’s condensed consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to stock-based compensation, fair value of convertible notes, equity and other investments, gas reserves, provisions for environmental rehabilitation, loss contingencies and the accounting for acquisitions, including goodwill. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

The Company has reclassified certain prior-year amounts to conform to the current-year’s presentation. The accounting requirements for reporting the separation of Skyline as a discontinued operation were met when the deconsolidation was completed on March 29, 2026. Accordingly, the historical results of Skyline are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. Refer to Note 21, “Discontinued Operations,” for additional information.

Principles of consolidation

The Company’s condensed consolidated financial statements include the accounts of ASP Isotopes Inc., its wholly-owned subsidiaries, the 80% owned Enlightened Isotopes(PTY) Ltd (“Enlightened Isotopes”), the 60% owned Numed Diagnostics, LLC ("Numed"), the 51% owned PET Labs Pharmaceuticals Proprietary Limited (“PET Labs”), the 94.5% owned Tetra4, and the 42% owned VIE ASP Rentals Proprietary Limited (“ASP Rentals”). All intercompany balances and transactions have been eliminated in consolidation.

Currency and currency translation

The condensed consolidated financial statements are presented in U.S. dollars, the Company’s reporting currency. The functional currency of ASP Isotopes Inc. and ASP Guernsey is the U.S. dollar. The functional currency of the Company’s subsidiaries ASP South Africa, Quantum Leap Energy South Africa and Renergen is the South African Rand. The functional currency of the 80% owned Enlighted Isotopes, the 51% owned PET Labs and the 42% owned VIE ASP Rentals is the South African Rand. The functional currency of the previously consolidated Skyline Builders Group Holding Limited (“Skyline”) is the Hong Kong Dollar. Adjustments that arise from exchange rate changes on transactions of each group entity denominated in a currency other than the functional currency are included in other income and expense in the consolidated statements of operations and comprehensive loss. Assets and liabilities of the entities with functional currency of South African Rand or Hong Kong Dollar are recorded in South African Rand or Hong Kong Dollar, respectively, and translated into the U.S. dollar reporting currency of the Company at the exchange rate on the balance sheet date. Revenue and expenses of the entities with functional currency of South African Rand or Hong Kong Dollar are recorded in South African Rand or Hong Kong Dollar, respectively, and translated into the U.S. dollar reporting currency of the Company at the average exchange rate prevailing during the reporting period. Resulting translation adjustments are recorded separately in stockholders’ equity as a component of accumulated other comprehensive (loss) income.

Concentration of Credit Risk and other Risks

Cash balances are maintained at U.S. financial institutions and may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000 per depositor, per insured bank for each account ownership category. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for thethree months ended March 31, 2026 and 2025.

The Company's foreign subsidiaries held cash of approximately$4.9 million and$9.6 million as of March 31, 2026 and December 31, 2025, respectively, which is included in cash and cash equivalents on the condensed consolidated balance sheets. The Company's strategic plan does not require the repatriation of foreign cash in order to fund its operations in the U.S., and it is the Company's current intention to indefinitely reinvest its foreign cash outside of the U.S. If the Company were to repatriate foreign cash to the U.S., the Company would be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation.

The Company is potentially subject to concentrations of credit risk in accounts receivable as the following customer balances exceed 10% of accounts receivable in the consolidated balance sheets as March 31, 2026 and December 31, 2025 (in thousands).

Although the Company is directly affected by the financial condition of its customers, management does not believe significant credit risks existed as of March 31, 2026. Generally, the Company does not require customer to post collateral or other securities to support our associated accounts receivable.

There wasone customer in the Helium and LNG segment representing$0.6 million, or 15%, of the Company's consolidated revenues for the three months ended March 31, 2026. No customers represented over 10% of the Company's consolidated revenues for the three months ended March 31, 2025.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial paper and certificates of deposit. The Company had cash equivalents totaling$200.1 million and$267.4 million as of March 31, 2026 and December 31, 2025, respectively.

Short-term Investments

The Company maintains its short-term investments in U.S. treasury and U.S. government-sponsored agency securities and has classified them as held-to-maturity at the time of purchase. Held-to-maturity purchases are those securities in which the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security using a straight-line method.

Restricted Cash

Restricted cash represents cash balances that are legally or contractually restricted as to withdrawal or use. Restricted cash is classified as current or noncurrent on the condensed consolidated balance sheet based on the nature and expected timing of the underlying restriction. Amounts classified as restricted cash are excluded from cash and cash equivalents and are disclosed separately on the balance sheet. As of March 31, 2026, the Company had current restricted cash of $1.6 million related to reserving six months of payments to fulfill obligations under the DFC Credit Facility (defined below) and $1.2 million related to reserving six months of payments to fulfill obligations under the IDC Loan (defined below). Refer note 9, “Debt,” for additional information. As of March 31, 2026, the Company had noncurrent restricted cash of $1.1 million related to Renergen's obligation to manage the negative environmental impact associated with its operational activities and $0.5 million related to electricity payments and early termination guaranties with a public utility company.

Fair Value of Financial Instruments

Accounting guidance defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s convertible notes payable (Note 9) is measured as a Level 3 fair value on a recurring basis.

Equity Method and Other Investments

The Company accounts for investments in entities over which it has significant influence, but not control, using the equity method of accounting in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures ("ASC 323"). Significant influence is generally presumed when the Company owns 20% to 50% of the voting interests in the investee, unless other factors indicate otherwise.

Under the equity method, the Company has elected to initially record the investment at fair value and subsequently adjusts the carrying amount to reflect its share of the investee’s earnings or losses, which are recognized in the consolidated statements of income. Dividends received from equity method investees reduce the carrying amount of the investment. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Alternatively, the Company may elect to utilize the fair value option. The Company's equity method investments include the Company's investment in Skyline utilizing the fair value option.

The Company also holds investments in equity securities without readily determinable fair values. These investments are accounted for under the measurement alternative in accordance with ASC Topic 321, Investments - Equity Securities ("ASC 321"), which allows the Company to record the investments at cost, less impairments, plus or minus observable price changes in orderly transactions for the identical or similar investment. The Company's investments recorded at cost include IsoBio, Inc. ("IsoBio") and Opeongo, Inc. ("Opeongo").

Ifthe Company determines that an impairment is other-than-temporary, it recognizes a loss equal to the difference between the investment’scarrying amount and its fair value. Equity method investments and investments at cost are included in “Equity method investments” and "Other investments", respectively, on the consolidated balance sheet.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for expected credit losses is estimated for those accounts receivable considered to be uncollectible based upon historical experience and management's evaluation of outstanding accounts receivable. The Company maintains an allowance for expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Company considers historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information and current market conditions. Bad debts are written off against the allowance when identified. As of March 31, 2026 and December 31, 2025 there wasno allowance for expected credit losses.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of amounts paid in advance for goods and services that will be consumed within twelve months. These assets are recorded at historical cost and expensed in the period in which the related benefits are realized. Prepaid expenses and other current assets mainly compromised the prepayment for advertising, insurance, deposits, and advance payments to subcontractors. The Company reviews prepaid expenses and other current assets for impairment or non-recoverability at each reporting date.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first in, first out inventory method. Inventory cost includes materials, labor, and applicable overhead incurred in bringing the inventories to their present location and condition. Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are primarily located in facilities in South Africa and are not pledged as collateral for any debt arrangements

The components of inventories as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

No significant write-downs to net realizable value or reversals of write-downs occurred in the three months ended March 31, 2026 and 2025.

Property and Equipment

Property and equipment include costs of assets constructed, purchased or leased under a finance lease, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for normal repairs and maintenance are expensed as incurred. Costs associated with yearly planned major maintenance are generally deferred and amortized over 12 months or until the same major maintenance activities must be repeated, whichever is shorter. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in the statement of operations and comprehensive loss.

The Company assigns the useful lives of its property and equipment based upon its internal engineering estimates, which are reviewed periodically. The estimated useful lives of the Company's property and equipment range from 3 to 10 years, or the shorter of the useful life or remaining life of the lease for leasehold improvements. Depreciation for all assets other than Renergen’s gas exploration and gas gathering assets is recorded using the straight-line method. Depreciation for Renergen’s gas exploration and gas gathering assets is recorded using the units of production method.

Construction in progress (Note 6) is carried at cost and consists of specifically identifiable direct and indirect development and construction costs. While under construction, costs of the property are included in construction in progress until the property is placed in service, at which time costs are transferred to the appropriate property and equipment account, including, but not limited to, leasehold improvements or other such accounts.

Business Combination and Asset Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the Company accounts for the transaction under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations ("ASC 805"), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any non-controlling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and non-controlling interest in the acquiree based on the fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

The consideration for the Company’s business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded within change in the fair value of deferred and contingent consideration liabilities in the consolidated statements of comprehensive loss.

If determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.

Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.

Goodwilland Identifiable Intangible Assets

Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired as a result of the Company’s business acquisitions accounted for using the acquisition method of accounting. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model, whereby the present worth and anticipated future benefits of the identifiable intangible assets are discounted back to their net present value.

Goodwill and identifiable intangible assets with indefinite lives are not amortized and are subject to impairment testing at a reporting unit level on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill or identifiable intangible assets are impaired. An entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company performs its annual test for goodwill or identifiable intangible assets as of October 31.

Identifiable intangible assets with definite lives are amortized over their estimated useful lives, ranging from 2 to 5 years. The Company's intangible assets include trademarks and customer-related intangible assets related to the East Coast Nuclear Pharmacy ("ECNP")and Numed acquisitions. The Company uses the straight-line method of amortization for identifiable intangible assets with definite lives.

Natural Gas Producing Activities

Effective January 6, 2026, the Company consolidates Renergen Limited and its subsidiaries, including Tetra4 Proprietary Limited, which holds South Africa’s first onshore petroleum production right. The Company’s natural gas producing activities are located entirely in South Africa (Free State Province). The Company follows the successful efforts method of accounting for its natural gas producing activities. Under this method, property acquisition costs and development costs are capitalized when incurred and depleted on a units-of-production basis over the remaining life of proved reserves and proved developed reserves, respectively. Unproved reserve assets and the related costs are transferred to proved reserve assets when proved reserves are found, or otherwise attributed to, the property.

The Company initially capitalizes exploratory well costs pending a determination whether proved reserves have been found. If proved reserves are found, costs remain capitalized; if no proved reserves are found or a well is uneconomic, costs are charged to expense. Other exploration costs, including geological and geophysical costs, are expensed as incurred. Costs to operate and maintain wells and field equipment are expensed as incurred.

Proved reserve assets and proved developed assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 360, Property, Plant and Equipment. As of March 31, 2026, no impairment indicators were identified with respect to the Renergen’s proved properties.

The Company performs periodic assessments of unproved properties for impairment and recognizes a loss at the time of impairment. In determining whether an unproved property is impaired, the Company considers numerous factors including, but not limited to, current development and exploration drilling plans, favorable or unfavorable exploration activity on adjacent lands, and in-house geologists’ evaluation of the reservoir. As of March 31, 2026, no impairment indicators were identified with respect to the Renergen’s unproved properties.

Variable Interest Entities

The Company accounts for the investments it makes in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. These certain legal entities are referred to as variable interest entities (“VIEs”).

The Company would consolidate the results of any such entity in which it determined that it had a controlling financial interest. The Company would have a “controlling financial interest” in such an entity if the Company had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, the Company will reassess whether it has a controlling financial interest in any investments it has in these certain legal entities.

Leases

Leases are accounted for in accordance with ASC Topic 842, Leases("ASC 842"). The Company enters into lease arrangements both as lessee and a lessor for office, laboratories and production facilities, vehicles and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable.

Lessee arrangements

Operating lease liabilities and their corresponding right-of-use ("ROU") assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, and considering the region in which the ROU asset and liabilities are located.

The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis.

Finance leases are recognized on the balance sheet as property and equipment, finance lease liabilities current and finance lease liabilities non-current. Finance lease ROU assets and the related lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The finance lease ROU assets are amortized on a straight-line basis over the lease term with the related interest expense of the lease liability payment recognized over the lease term using the effective interest method.

Lessor arrangements

For leases where the Company retains ownership of the underlying asset, the Company classifies the lease as an operating lease. Lease revenue is recognized on a straight-line basis and the associated asset is depreciated.

When control of the underlying asset is transferred to the lessee, the Company classifies the lease as sales-type lease. The Company derecognizes the asset, recognizes a net investment in the lease, and recognizes selling profit and interest income over the lease term. This classification applies if certain criteria are met, including transfer of ownership, a purchase option, a lease term covering a major part of the asset's life, the present value of payments covering substantially all of the asset's fair value, or the asset being specialized.

For all other leases that do not meet the sales-type criteria and meet conditions related to the sum of payments/residual value covering substantially all of the asset's fair value and the lessor's likelihood of collecting payments, the Company classifies as direct financing leases. Similar to sales-type leases, the Company recognizes a net investment. Selling profit is recognized as interest income using the effective interest method.

Impairment of Long-lived Assets

Long-lived assets consist primarily of property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the assets. The Company didnot recognize any impairment losses for thethree months ended March 31, 2026 or 2025.

Convertible Notes Payable

Convertible notes payable are accounted for in accordance with ASC Topic 825, Financial Instruments("ASC 825"). Upon issuance the Company has elected the fair value option to account for the convertible notes payable. Changes in fair value during the reporting period are recognized in other income (expense) in the consolidated statement of operations and comprehensive loss.

Asset Retirement Obligations

The Company accounts for legal obligations associated with the retirement of its natural gas properties in accordance with ASC 410-20, Asset Retirement and Environmental Obligations. An asset retirement obligation ("ARO") is recognized at fair value in the period in which it is incurred and when a reasonable estimate of fair value can be made. Upon initial recognition, the fair value of the ARO is capitalized as part of the carrying amount of the related long-lived asset (the "rehabilitation asset") and included in property and equipment, net, in the condensed consolidated balance sheets.

The ARO is measured at the present value of estimated future cash flows required to satisfy the retirement obligation, discounted at a credit-adjusted risk-free rate that reflects current market assessments of the time value of money and the risks specific to the liability. In subsequent periods, the liability is increased for the passage of time through accretion expense, which is recognized within cost of revenue. Revisions to the timing or amount of estimated future cash flows result in an adjustment to both the carrying amount of the ARO liability and the related rehabilitation asset.

The Company has production and exploration rights on land in South Africa. A rehabilitation obligation of ZAR 60.1 million ($3.5 million) has been recognized in other noncurrent liabilities with respect to the retirement of the Virginia Gas Project assets as of March 31, 2026. This obligation encompasses costs estimated to be incurred to address the following: disturbed infrastructure areas; existing production wells and all exploration wells; general surface rehabilitation; monitoring; and latent/residual environmental risk related to resealing wells.

The ARO was recognized at fair value on the acquisition date discounted at a pre-tax rate of 9.51% per annum, reflecting South African market conditions as of January 6, 2026. The capitalized ARO asset of $2.5 million (included in property and equipment, net) is depreciated on a basis consistent with the unit-of-production depletion of the underlying proved properties.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standard Codification ("ASC") Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer.

The Company evaluates a transaction’s performance obligations to determine if promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers whether the goods or services are integral or dependent to other goods or services in the contract. The Company determines the transaction price based on the agreed government rates for the promised goods in the contract. The consideration is recognized as revenue when control is transferred for the related goods.

The Company enters into revenue generating transactions with certain customers that include payment for delivery of nuclear medical doses from its radiopharmacies in South Africa and the U.S. for PET and SPECT scanning. Revenue from its radiopharmacies is recognized upon delivery.

In January 2026, the Company acquired Renergen (Note 14). Renergen explores, produces and sells LNG in South Africa. Revenue from the sale of LNG is recognized upon delivery to the specified destination agreed to in the contract.

When consideration is received from a customer prior to transferring goods or services to the customer under the terms of long-term LNG contracts, a token liability is recorded. The Company classifies these token liabilities within “Deferred revenue - noncurrent” on the Company’s condensed consolidated balance sheets since they have no expiration date. Token contract liabilities are recognized as revenue after control of the goods and services is transferred to the customer and all revenue recognition criteria have been met. The token liability was $0.8 million as of March 31, 2026.

Research and Development Costs

Research and development costs consist primarily of fees paid to consultants, license fees and facilities costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. All research and development costs are expensed as incurred.

Acquired in-process research and development

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, including transaction costs. In an asset acquisition, the cost allocated to acquire in-process research and development ("IPR&D") with no alternative future use is charged to expense at the acquisition date.

Selling, General and Administrative Costs

Selling, general and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation expense, related to the Company's executive, finance, business development, legal, human resources and support functions. Other general and administrative expenses include professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance.

Stock-based Compensation Expense

Stock-based compensation expense represents the cost of the grant date fair value of employee stock awards recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of each stock-based award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

The Company also awards restricted stock to employees and directors. Restricted stock is generally subject to forfeiture if employment terminates prior to the completion of the vesting restrictions. The Company expenses the cost of the restricted stock, which is determined to be the fair market value of the shares of common stock underlying the restricted stock at the date of grant, ratably over the period during which the vesting restrictions lapse.

Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company records the provision for income taxes for the activity from PET Labs, ECNP, Numed and Renergen's operations.

The Company follows the provisions of ASC Topic 740-10, Uncertainty in Income Taxes ("ASC 740-10"). The Company hasnot recognized a liability for any uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there isno unrecognized benefit since the date of adoption. The Company hasnot recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits and penalties in income tax expense.

The Company has identified the United States, South Africa and Guernsey as its major tax jurisdictions. Refer to Note 19 for further details.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss is comprised of net loss and the effect of currency translation adjustments.

Related Parties

Parties, either an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05") and is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. ASU 2025-05 provides a practical expedient that allows entities to assume that conditions existing at the balance sheet date will remain unchanged over the remaining life of current accounts receivable and contract assets arising from revenue transactions under ASC 606. Additionally, entities other than public business entities that elect the practical expedient may also make an accounting policy election to consider subsequent collection activity occurring after the balance sheet date when estimating expected credit losses. The adoption of this standard did not have a material effect on the consolidated financial results.

Recently Issued Accounting Pronouncements

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have a material impact on its results of operations or financial position.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The Company is still assessing the impact of adopting this standard.

In August 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans (“ASU 2024-08”) and is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years with early adoption permitted. ASU 2025-08 clarifies the accounting for purchased loans under the current expected credit loss (CECL) model, including guidance on recognizing and measuring expected credit losses and presentation of related amounts. The Company is still assessing the impact of adopting this standard.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") and is effective January 1, 2028 with early adoption permitted. ASU 2025-06 modernizes the accounting for internal use software costs and requires entities to start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance can be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is still assessing the impact of adopting this standard.

3. Short-term Investments

A summary of the Company’s held-to-maturity investments as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

There isno allowance for credit losses in short-term investments as of March 31, 2026 and December 31, 2025.

4. Fair Value Measurements

The Company classified its U.S. Treasury securities (Note 3) within Level 2 because their fair values are determined using alternative pricing sources or models that utilized market observable inputs. The Company’s convertible notes payable (Note 9) is measured as a Level 3 fair value on a recurring basis and was$199.9 million and$199.3 million as of March 31, 2026 and December 31, 2025, respectively.

The Company holds an equity investment in IsoBio. The Company previously measured the investment at cost because no observable price changes were identified. In October 2025, IsoBio completed a preferred stock financing with unrelated third‑party investors. The transaction represented an observable price change for an identical or other similar equity security held by the Company. Accordingly, the Company remeasured the investment to fair value and recorded an unrealized gain of $0.6 million within Other income (expense). The resulting carrying value of the IsoBio investment is $5.6 million as of March 31, 2026 and December 31, 2025. Because the valuation incorporates significant unobservable inputs, the investment is classified as a Level 3 fair value measurement.

The Company holds an equity investment in Opeongo. The Company measured the investment at cost and no observable price changes were identified. The carrying value of the Opeongo investment is $10.0 million as of March 31, 2026. Because the valuation incorporates significant unobservable inputs, the investment is classified as a Level 3 fair value measurement.

The Company holds an equity investment in Skyline. The Company measured the investment under the equity method and recorded the investment at $23.8 millionas a result of the deconsolidation of Skyline during the first quarter of 2026. The carrying amountwas adjusted by $1.1 million for thethree months ended March 31, 2026, resulting in a carrying amount of the Skyline investment of $24.9 million as of March 31, 2026. Because the valuation incorporates observable inputs, the investment is classified as a Level 1 fair value measurement.

There wereno transfers among Level 1, Level 2 or Level 3 categories in thethree months ended March 31, 2026. The carrying amounts of accounts payable, accrued expenses and debt are considered to be representative of their respective fair values because of the short-term nature of those instruments.

A summary of the assets and liabilities that are measured at fair value as of March 31, 2026 and December 31, 2025 is as follows (in thousands):

The following table provides a reconciliation of the Company’s assets and liabilities measured as a Level 3 at fair value on a recurring basis using significant unobservable inputs (in thousands):

5. Revenue and Segment Information

In connection with the Company's acquisitions of 51% ownership of PET Labs in October 2023,100% ownership of ECNP in October 2025 and 60% ownership of Numed in January 2026, the Company manufactures and sells nuclear medical doses for PET scanning in South Africa and the U.S. Beginning in the first quarter of 2026, primarily as a result of the acquisition of Renergen and the deconsolidation of Skyline, the Company hasthree operating segments: (i) nuclear fuels, (ii) specialist isotopes and related services, and (iii) helium and LNG. The Company’s prior “construction services” segment is shown below as “discontinued operations.”

The following table presents revenue from continuing operations disaggregated by geography based on the Company’s locations (in thousands):

The following table presents changes in the Company’s accounts receivable from continuing operations for thethree months ended March 31, 2026 (in thousands):

(a)

The Company assumed accounts receivable as part of the Numed and Renergen acquisitions totaling $0.2 million and $3.2 million, respectively (Note 14).

Segment Information

Beginning in 2024, primarily as a result of increased business activities of its subsidiary, Quantum Leap Energy LLC, the Company hadtwo operating segments: (i) nuclear fuels, and (ii) specialist isotopes and related services. Beginning in August 2025, primarily as a result of the acquisition of Skyline, the Company hadthree operating segments: (i) nuclear fuels, (ii) specialist isotopes and related services, and (iii) construction services. In January 2026, the Company acquired Renergen, which is an integrated producer of both liquid helium and LNG, which comprises the helium and LNG segment. As mentioned above, in late March 2026, the Company entered into the Exchange Agreement and completed the deconsolidation of Skyline. The Company retained approximately 8.6% of the outstanding Class A ordinary and preferred shares of Skyline immediately following the separation. The accounting requirements for reporting the separation of Skyline as a discontinued operation were met when the separation was completed.

The specialist isotopes and related services segment is focused on research and development of technologies and methods used to separate high-value, low-volume isotopes (such as C-14, Molybdenum-100 (“Mo-100"), Si-28 and Yb-176) for highly specialized target end markets other than advanced nuclear fuels, including pharmaceuticals and agrochemicals, nuclear medical imaging and semiconductors, as well as services related to these isotopes, and this segment includes operations of PET Labs, Numed and ECNP.

The nuclear fuels segment is focused on research and development of technologies and methods used to produce high-assay low-enriched uranium (HALEU) and Lithium-6 for the advanced nuclear fuels target end market, and this segment includes operations of QLE.

The Helium and LNG segment is currently focused on the exploration, production and sale of LNG in South Africa, and this segment includes operations of Renergen.

The Company’s chief operating decision maker (“CODM”) is itschief executive officer. The segment revenue and segment net loss is regularly reviewed by the CODM in deciding how to allocate resources. The CODM regularly reviews any asset information by operating segment and, accordingly, asset information is reported on a segment basis.

The following table shows total assets by segment and a reconciliation to the condensed consolidated financial statements as of March 31, 2026 and December 31, 2025 (in thousands):

Select information from the consolidated statements of operations and comprehensive loss as of thethree months ended March 31, 2026 and 2025 is as follows (in thousands):

A reconciliation of total segment revenue to total consolidated revenue and of total segment gross profit and segment operating income to total consolidated income before income taxes, for thethree months ended March 31, 2026 and 2025, is as follows (in thousands):

6. Property and Equipment

Property and equipment as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

The Company has three isotope enrichment plants in Pretoria, South Africa: a C-14 plant, a multi-isotope plant and a laser isotope separation plant using QE technology. As of March 31, 2026 and December 31, 2025, costs incurred for the multi-isotope plant and the laser isotope separation plant were considered construction in progress because the work was not complete. In conjunction with the acquisition of Renergen, the Company has a helium and LNG Plant in the Free State, South Africa.

Depreciation expense was$2.9 million and$0.1 million for the three months ended March 31, 2026 and 2025, respectively. Depreciation expense included as part of inventory costs was$0.4 million for the three months ended March 31, 2026.

Natural gas properties at cost as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

Natural gas properties are depleted using the unit-of-production method. Acquisition costs (proved reserves) are depleted over total proved reserves; development costs (developed assets) are depleted over proved developed reserves. The useful life of the rehabilitation asset is consistent with the units-of-production depletion of the underlying developed assets. Depletion expense attributable to natural gas properties was $51,000 for the period from January 6, 2026 through March 31, 2026 and is included within the cost of revenue line in the condensed consolidated statements of operations and comprehensive loss.

7. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

8. Accrued Expenses

Accrued expenses as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

9. Debt

Debt consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Credit facility and term loans contain a repayment on demand clause. Management believes the carrying values of debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings.

Promissory Note Payable

In August 2025, the Company executed a promissory note payable with a finance company to fund a general liability insurance policy for $0.2 million. This note bears interest at an annual rate of 10.0% with twelve monthly payments beginning in August 2025. As of March 31, 2026 and December 31, 2025, this promissory note payable balance was $0.1 million.

The Company assumed a promissory note in connection with the acquisition of Renergen in January 2026 to fund a general liability insurance policy for approximately $1.1 million. This note bears interest at an annual rate of 9.6% with eleven monthly payments beginning in December 2025. As of March 31, 2026, this promissory note payable balance was $0.7 million.

Motor Vehicle and Equipment Loans

Periodically, the Company enters into loans to purchase motor vehicles and certain equipment. For the three months ended March 31, 2026, the Company entered into new loans totaling$0.1 million. These loans are secured by the underlying assets included in property and equipment. The loans have variable interest rates ranging from 9.25% to 11.25% and mature from September 2028 to February 2031. Minimum monthly payments total$55,000. For each of the three months ended March 31, 2026 and 2025, interest expense under the outstanding loans was$0.1 million. As of March 31, 2026 and December 31, 2025, motor vehicle and equipment loans totaled$2.1 million and$1.9 million, respectively.

Credit Facilities

Renergen's subsidiary Tetra4 entered into a $40.0 million finance agreement with the U.S. International Development Finance Corporation ("DFC"), as successor and assignee of the Overseas Private Investment Corporation ("DFC Credit Facility") on August 20, 2019 (as amended, the “Facility Agreement”). Drawdowns occurred between September 2019 and September 2021. Tetra4 is obligated to repay the loan in equal quarterly installments of $1.1 million on each payment date which began on August 2022 and will end on August 15, 2031. The drawdowns bear interest at rates ranging from 1.24% to 2.11% per annum. The DFC Credit Facility is secured by a pledge of Tetra4’s assets, land and the restricted cash accounts disclosed in Note 2. For the period January 6, 2026 through March 31, 2026, interest expense under the DFC Credit Facility was $0.3 million. As of March 31, 2026, the outstanding principal amount of the DFC Credit Facility totaled $24.0 million.

Secured Term Loans

Renergen's subsidiary Tetra4 entered into a ZAR 160.7 million loan agreement (the “IDC Loan Agreement”) with the Industrial Development Corporation of South Africa Limited (“IDC”), as lender, on December 20, 2021 ("IDC Loan"). A drawdown occurred in December 2021 and is repayable in 102 equal monthly payments which commenced in July 2023. The loan terms included a 12-month interest capitalization and an 18-month capital repayment moratorium. The loan accrues interest at the prime lending rate plus 3.5% and is secured by a pledge of Tetra4’s assets, land and the restricted cash disclosed in Note 3. The following financial covenants apply to the IDC Loan: Tetra4 is required to maintain (a) a ratio of all interest bearing Debt to EBITDA of not more than 3.0 to 1; (b) a ratio of Current Assets to Current Liabilities of not less than 1 to 1; (c) a ratio of Cash Flow for the most recently completed four (4) consecutive full fiscal quarters, taken as a single accounting period, to Debt Service for the most recently completed four (4) consecutive full fiscal quarters, taken as a single accounting period, of not less than 1.30 to 1; (d) a ratio of Cash Flow for the most recently completed four (4) fiscal quarters, taken as a single accounting period, to Debt Service for the next succeeding four (4) consecutive full fiscal quarters of not less than 1.3 to 1; and (e) at all times, a Reserve Tail Ratio of not less than 25%.These financial covenants will be measured by Tetra4 on each Calculation Date. Additionally, at all times (f) Tetra4 is required to ensure that the DSRA is funded in an amount equal to, on any given date, a Rand amount equal to the aggregate amount of the sum of all payments of principal, interest and fees made or required to be made by Tetra4 under the IDC Loan Agreement for the immediately succeeding six-month period, to be used as a payment buffer for Tetra4’s repayment obligations under and in terms of the IDC Loan Agreement. The IDC Loan Agreement contains negative covenants, which include that Tetra4 shall not make any shareholder dividend distribution, repay any shareholders’ loans and/or pay any interest on shareholders’ loans or make any payments whatsoever to its shareholders without the IDC’s prior written consent if (i) Tetra4 is in breach of any term of the IDC Loan Agreement; or (ii) the making of such payment would result in a breach of any one or more of the financial ratios described above. Asof March 31, 2026, Tetra4 was not in compliance with the covenants described in clauses (a)-(d) above which were scheduled to take effect on February 15, 2026 (the most recent Calculation Date). Tetra4 is actively engaged with IDC to amend the IDC Loan Agreement to defer the Calculation Date for covenant measurement to October 31, 2026. Although no assurance can be provided, the Company expects to receive a waiver from IDC in connection with the renegotiation of the applicable Calculation Date. The IDC Loan outstanding on March 31, 2026 amounted to ZAR 144.1 million ($8.4 million) and interest expense for the period January 6, 2026 through March 31, 2026 amounted to ZAR 4.8 million ($0.3 million). Qualifying interest attributable to assets under construction is capitalized. All capitalized terms used in this paragraph but not defined herein have the meaning ascribed to them in the IDC Loan Agreement.

Pursuant to a Secured Term Loan Facility Agreement, Renergen obtained a ZAR 155.0 million secured loan from Standard Bank of South Africa ("SBSA") on August 30, 2024. Such Secured Term Loan Facility Agreement was subsequently amended and restated on December 12, 2025 (as amended, the “SBSA Loan”). The drawdowns occurred between August 2024 and October 2024. The SBSA Loan accrues compounded interest at a rate linked to the three-month Johannesburg Interbank Average Rate plus a variable margin (21.725% as of March 31, 2026). The SBSA Loan was scheduled to mature on the repayment date of March 31, 2026. The Company is currently engaged with SBSA and is in the process of finalizing an amendment to the SBSA Loan to extend the repayment date to no earlier than May 31, 2026, or such later date as may be mutually agreed between the parties. Although no assurance can be provided, discussions are ongoing and the Company expects the amendment to be completed in the ordinary course. Until such amendment is executed, the existing terms of the SBSA Loan remain in effect. The SBSA Loan is secured by a third ranking pledge of Tetra4’s assets and shares held by Renergen in Tetra4. In addition, NTIGT Investment Proprietary Limited (“NTIGT”), an affiliate of Mr. Nicholas Mitchell and Mr. Stefano Marani, has entered into cession and pledge agreement with SBSA, pursuant to which NTIGT has pledged and ceded as security, which remain in NTIGT’s possession unless called, collectively 1,546,268 shares of ASP Isotopes common stock issued to Mr. Nicholas Michell and Mr. Stefano Marani in exchange for their shares of Renergern prior to the acquisition by ASP Isotopes, to and in favor of SBSA. The Molopo litigation discussed below and the need to procure the requisite equity injection by January 24, 2025 resulted in events of default with respect to the SBSA Loan. SBSA provided a waiver for both default events. To date, no further remedies have been requested by SBSA due to the progress achieved in securing funding for Renergen’s LNG plant in the Free State, South Africa. The SBSA Loan outstanding on March 31, 2026 amounted to ZAR 213.4 million ($12.5 million) and interest expense for the period January 6, 2026 through March 31, 2026 amounted to ZAR 10.1 million ($0.6 million).

Unsecured Term Loans

Renergen entered into a $7.0 million unsecured convertible debenture subscription agreement ("Subscription Agreement") with AIRSOL, an Italian wholly-owned subsidiary of SOL S.p.A., on August 30, 2023. The Subscription Agreement provided for two tranches of funding: $3.0 million (“Tranche 1”), received on August 30, 2023, and $4.0 million (“Tranche 2”), received on March 18, 2024. The debentures include a contractual maturity date, initially set at February 28, 2025 and amended by agreement to August 31, 2025, subject to the terms of the Subscription Agreement (as amended) and the related Helium Sale and Purchase Agreement. The debentures accrue interest at 13% per annum, calculated and compounded semi-annually, with interest payable on February 28 and August 31 each year. The contractual maturity date has passed and the liability remains outstanding as a result of a dispute between the parties in respect of repayment, and arbitration proceedings have commenced and are currently ongoing. No additional amendments to the Subscription Agreement were made during the reporting period.. The carrying amount of the debentures outstanding at March 31, 2026 was $7.1 million.

Renergen's subsidiary Tetra4 entered into a ZAR 50.0 million loan agreement with Molopo on April 11, 2014. The loan term was for a period of 10 years and six months commencing on July 1, 2014 (repayable on August 31, 2024). During this period the loan was unsecured and is interest free. The loan was discounted on initial recognition and the unwinding of the discount applied on initial recognition was recognized in borrowing costs as imputed interest.

As the loan was not repaid on August 31, 2024 it now accrues interest at the prime lending rate plus 2% (12.25% on March 31, 2026). The loan can only be repaid when Tetra4 declares a dividend and utilizes a maximum of 36% of the distributable profits in order to pay the dividend. It is not expected that the loan or interest will be repaid in the next 12 months given the unavailability of distributable profits based on Tetra4’s most recent forecasts. As such, the loan is classified as noncurrent. Interest expense was ZAR 1.6 million for thethree months ended March 31, 2026($0.1 million). The Molopo loan outstanding on March 31, 2026 amounted to ZAR 60.5 million ($3.5 million).

In November 2024, Molopo initiated legal proceedings against Tetra4 in the High Court of South Africa, Gauteng Local Division, Johannesburg, by issuing a summons alleging a breach of contract when Renergen sold the 5.5% stake in Tetra4 to Mahlako Gas Energy Proprietary Limited ("MGE"). The claim pertains to a written loan agreement entered into between Molopo, as the lender, and Tetra4, as the borrower, in April 2014 (as described above). As a consequence, Molopo has purported to cancel the loan agreement, which cancellation is disputed by Tetra4 on the basis that the investment by MGE did not constitute a payment by Tetra4 to its parent in the sale. According to the Lead Times Bulletin for the High Court in Gauteng, the earliest available hearing date is estimated to be approximately December 2030, hence the loan continues to be classified as noncurrent.

Scheduled maturities of the Company’s debt as of March 31, 2026 are as follows (in thousands):

Convertible Notes Payable

In March 2024, QLE issued convertible notes payable (“March 2024 Convertible Notes”) totaling $21.1 million and received aggregate cash of $20.6 million. One of the notes totaling $0.5 million was issued to the placement agent in lieu of cash issuance costs.

In June 2024, QLE issued additional convertible notes payable (“June 2024 Convertible Notes”) totaling $5.5 million and received aggregate cash of $5.4 million. One of the notes totaling $0.1 million was issued to the placement agent in lieu of cash issuance costs Issuance costs paid in cash were negligible. The March 2024 Convertible Notes and the June 2024 Convertible Notes are collectively the “2024 Convertible Notes”.

The 2024 Convertible Notes were payable on demand in March 2029 and bear interest at an annual rate of 6% through March 7, 2025 and 8% thereafter. Upon a qualified financing event, the 2024 Convertible Notes convert into the shares issued in that qualified financing event at a price per share equal to 80% of the share price issued subject to a valuation cap. Upon a qualified transaction, the noteholders may elect to receive either 1.5x the principal and accrued interest balance in cash or convert into common shares.

The 2024 Convertible Notes were recorded on the consolidated balance sheet at their fair values. The fair value of the March 2024 Convertible Notes on the date of issuance was $21.1 million. The fair value of the June 2024 Convertible Notes on the date of issuance was $5.5 million. The fair value of the 2024 Convertible Notes as of March 31, 2025 was determined to be $34.4 million and the resultant change in fair value of$1.0 million was recorded in other income and expense in the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2025. In connection with the issuance of the 2025 Convertible Notes, QLE’s outstanding 2024 Convertible Notes originally issued in March 2024 and June 2024 automatically converted into 2025 Convertible Notes with a fair value of $147.7 million.

In November 2025, QLE issued convertible notes payable (“2025 Convertible Notes”) totaling $72.2 million and received aggregate cash of $69.6 million. The maturity date of the 2025 Convertible Notes is November 19, 2030. The 2025 Convertible Notes automatically convert into common shares upon QLE’s closing of an IPO or other qualifying public transaction at 80% of the share price, taking into consideration a valuation cap. QLE received $10.0 million in gross proceeds from American Ventures LLC, Series IX Quantum Leap and $30.0 million in gross proceeds from ASP Isotopes, its parent. Issuance costs paid in cash totaling $2.6 million were expensed in selling, general and administrative costs in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

The 2025 Convertible Notes are recorded on the consolidated balance sheet at their fair values. The fair value of the 2025 Convertible Notes as of March 31, 2026 and December 31, 2025 has been determined to be$199.9 million and$199.3 million, respectively. The resultant change in fair value of the 2025 Convertible Notes for the three months ended March 31, 2026 was$0.6 million, and has been recorded in other income and expense in the consolidated statement of operations and comprehensive loss. As of March 31, 2026, the total principal and accrued interest of the 2025 Convertible Notes is $226.2 million of which $6.4 million is from the interest.

The Company announced plans to list QLE as a standalone public company in the second half of 2025. The Company has also announced QLE and certain of its subsidiaries have entered into a loan agreement with TerraPower (the “TerraPower Loan Agreement”), a US nuclear innovation company, for a multiple advance term loan of up to $22.0 million related to financing support for the construction of a new uranium enrichment facility capable of producing HALEU in South Africa. Per the terms of the TerraPower Loan Agreement and subject to the satisfaction of various conditions precedent to each disbursement (including receiving all required licenses and permits to perform uranium enrichment in South Africa), the borrower could receive aggregate loan disbursements of $20.0 million.

American Ventures Advisory Agreement

On October 28, 2025, QLE entered into an Advisory Agreement (“Advisory Agreement”) with American Ventures LLC, a Delaware limited liability company (“American Ventures”). Under the Advisory Agreement, American Ventures will provide various services to the Company related to QLE and its present and future subsidiaries’ business and operations and is considered a related party based on its 2025 Convertible Notes holdings.

In October 2025, pursuant to the Advisory Agreement, QLE issued RSUs representing a right to receive a number of units or shares of common equity of QLE equal to 4.0% of the common equity of QLE deemed outstanding as of the date of grant, treating as outstanding only (i) ASP Isotopes’ membership interest in the Company and (ii) the shares or units of common equity issuable upon conversion of the 2024 Convertible Notes (or any securities issued upon conversion or exchange thereof). The total number of such RSUs cannot yet be calculated because the precise number of these units is based on a percentage of common equity deemed outstanding, which is contingent, in part, on the amount of securities issuable upon the conversion of certain of QLE’s 2025 Convertible Notes that were issued upon conversion of certain 2024 Convertible Notes. Such RSUs will vest as follows: (x)50% upon the completion of the listing event, provided that such listing event occurs within 24 months of October 28, 2025, and (y)50% on the six-month anniversary of such listing event.

10. Deferred Revenues

In June 2023, the Company entered into a Supply Agreement with a customer for the delivery of Mo-100 and molybdenum-98 beginning in 2024. In conjunction with the Supply Agreement, the Company received $0.9 million in September 2023, as an advance towards future revenue. The Company has recorded$0.9 million as deferred revenue on the balance sheet as of March 31, 2026 and December 31, 2025.

The Company assumed a token liability in connection with the acquisition of Renergen in January 2026. Tokens with the value of $0.8 million were issued during 2023 and have no expiration date. When a token is redeemed, revenue relating to the transaction will be recognized at the original value at which the token was issued. The Company has recorded$0.8 million as deferred revenue - noncurrent on the balance sheet as of March 31, 2026.

11. Commitments and Contingencies

Commitments

Share Purchase Agreement relating to PET Labs

On October 31, 2023, the Company entered into a Share Purchase Agreement with Nucleonics Imaging Proprietary Limited, a company incorporated in the Republic of South Africa (the “Seller”), relating to the purchase and sale of ordinary shares in the issued share capital of PET Labs. PET Labs is a South African radiopharmaceutical operations company, dedicated to nuclear medicine and the science of radiopharmaceutical production.

Under the Purchase Agreement, the Company agreed to purchase from the Seller 51 ordinary shares in the issued share capital of PET Labs (the “Initial Sale Shares”) (representing 51% of the issued share capital of PET Labs) and has an option to purchase from the Seller the remaining 49 ordinary shares in the issued share capital of PET Labs (the “Option Shares”) (representing the remaining 49% of the issued share capital of PET Labs). The Company agreed to pay to the Seller an aggregate of $2.0 million for the Initial Sale Shares, of which aggregate amount of $0.5 million was payable on the completion of the sale of the Initial Sale Shares and $1.5 million was payable on demand after one calendar year from the agreement date. In January 2024, the Company agreed to pay $0.3 million to the Seller. The Company paid an additional $0.7 million and $0.5 millionin January 2025 and December 2025, respectively, resulting in the Initial Sale Shares being paid in full as of December 31, 2025. If the Company exercises its option to purchase the Option Shares

(which option is exercisable from the agreement date until January 31, 2027, provided that the Initial Sale Shares have been paid for in full), the Company has agreed to pay $2.2 million for the Option Shares.

PET Labs Global

In August 2024, PET Labs Global entered into a three-year service agreement with Cayman Enterprise City and is licensed to operate from within the Cayman Islands’ Special Economic Zone (“SEZ”). The service fee includes among other things the right to use certain office space and associated facilities within the SEZ. The Company has applied the guidance in ASC 842 and determined that this agreement is not a leasing arrangement. Management has determined that based on the nature of the combined services the expense should be recognized as incurred.

Renergen Firm Intention Letter and Loan Agreement

On March 31, 2025, the Company entered into an Exclusivity Agreement with Renergen, an entity in South Africa listed on the Johannesburg Stock Exchange (“JSE”), the Australian Stock Exchange and the A2X. On May 18, 2025, the Exclusivity Agreement was amended. Per the terms of the amended Exclusivity Agreement, the Company received the rights to negotiate the terms of the acquisition of Renergen during an exclusive negotiation period that ended on May 31, 2025. In April 2025, the Company paid an exclusivity fee of $10.0 million to Renergen.

As contemplated in the Exclusivity Agreement signed on March 31, 2025 and amended on May 18, 2025, the Company entered into a Firm Intention Letter with Renergen on May 19, 2025. The Firm Intention Letter sets the acquisition terms for the Company to purchase 100% of the outstanding shares of Renergen in exchange for shares of the Company. The completion of the acquisition was subject to several closing conditions including Renergen shareholder approval, which was obtained on July 10, 2025. The acquisition was consummated on January 6, 2026, and as a result, Renergen became a direct, wholly owned subsidiary of the Company, and the Renergen Ordinary Shares were delisted from the JSE, the Australian Securities Exchange and the A2X (Note 14).

In addition, the Company entered into a loan agreement with Renergen ("Renergen Loan") in which a total of $30.0 million was provided by the Company for the purpose of funding Renergen’s operations. In conjunction with the Renergen Loan, the full amount of the previously paid exclusivity fee of $10.0 million was applied to the Renergen Loan. The remaining $20.0 million available under the Renergen Loan was paid by the Company to Renergen in June 2025. The Renergen Loan matured and repayment was due on September 30, 2025. The Renergen Loan bears interest at the South African Prime Rate, which was approximately 10.50% as of March 31, 2026. The Renergen Loan was amended to extend the repayment date to January 20, 2026 and amended again to establish the repayment date as sixty days after written demand by the Company. Pursuant to additional amendments, the aggregate principal amount available under the Renergen Loan was increased to USD 48,600,000.

Certain Commitments to the South Africa Competition Commission

In connection with the Company's acquisition of Renergen, the Company made certain commitments to the South Africa Competition Commission designed to address public interest concerns and promote historically disadvantaged persons (“HDP”) and worker ownership. These commitments to the South Africa Competition Commission include: (1) a moratorium on retrenchments of workers at Renergen’s operations for a period of two years from the merger closing date; and (2) a commitment to implement, within 12 months of the merger closing date, a trust for the benefit of qualifying workers employed by Renergen and certain HDP communities and people located within the production rights area of the Virginia Gas Project (the “HDP and Worker Trust”). Upon the effective implementation date of the HDP and Worker Trust, the HDP and Worker Trust is expected to hold an aggregate 5% of the issued shares in Tetra4 and Renergen is expected to hold 89.5% of the issued shares in Tetra4, subject to change in accordance with any capital raising activities of the Company, Renergen and/or Tetra4 following the merger closing date. In conjunction with the establishment of the HDP and Workers Trust, Tetra4 will issue an offsetting vendor financed loan to the HDP and Worker Trust. The HDP and Worker Trust will continue for the duration of the Production Right held by Tetra4, which will expire during 2042, unless extended.

Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues liabilities for such matters when future expenditures are probable and such expenditures can be reasonably estimated.

On December 4, 2024, a purported stockholder of the Company filed a putative securities class action on behalf of purchasers of the Company’s securities between October 30, 2024 through November 26, 2024 against ASP Isotopes Inc. and certain of its executive officers in the United States District Court for the Southern District of New York (Corredor v. ASP Isotopes Inc., et al., Case No. 1:24-cv-09253 (S.D.N.Y)) (the “Securities Class Action”). The Securities Class Action alleges that the Company, its chief executive officer and chief financial officer (“Defendants”) made materially misleading or false statements or omissions regarding the Company’s business and asserts purported claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and SEC Rule 10b-5 promulgated thereunder. The complaint seeks unspecified compensatory damages, attorney’s fees and costs. On May 2, 2025, the Court appointed Mark Leone (“Leone”) as lead plaintiff and directed the Clerk of court to amend the caption to substitute Leone for Alexander Corredor as plaintiff. On May 2, 2025, the Court also appointed lead counsel and set deadlines for filing an amended consolidated class action complaint and briefing schedules for a motion to dismiss, if any, and class certification. On May 27, 2025, Leone and two additional named plaintiffs (“Plaintiffs”) filed the amended class action complaint (“Amended Complaint”), that asserts the same causes of action and seeks the same relief as the initial complaint and is based upon substantially similar factual allegations as the initial complaint. On June 27, 2025, Defendants filed a motion to dismiss the Amended Complaint. Also on June 27, 2025, Plaintiffs filed a motion for class certification. On December 4, 2025, the Court denied in part Defendants’ motion to dismiss and granted Plaintiffs’ motion for class certification. On April 3, 2026, following a mediation in which the parties reached an agreement-in-principle to resolve all claims in the Securities Class Action, subject to the Court’s approval, the parties filed a Joint Stipulation agreeing to stay the Securities Class Action (the “Stipulation”). The Stipulation requires the parties to file a stipulation of settlement and for the Plaintiffs to file a motion for preliminary approval of the stipulation of settlement within 60 days of the Court’s approval of the Stipulation. On April 6, 2026, the Court approved the Stipulation. The Company cannot be certain of the outcome of the Securities Class Action and, if decided adversely to us, our business and financial condition may be adversely affected.

On January 30, 2026, a purported stockholder of the Company filed a derivative action against certain members of the Company’s board of directors in the United States District Court for the Northern District of Texas asserting claims for, among others, breach of fiduciary duty, violation of § 14(a) of the Exchange Act and a claim for contribution pursuant to § 21D thereof (Jenis v. Mann, et al., Case No. 3:26-cv-251 (N.D. Tex.)) (the “Jenis Action”). The Company is named as a Nominal Defendant. On March 2, 2026, a different purported stockholder of the Company filed a derivative action against certain members of the Company’s board of directors in the United States District Court for the Southern District of New York asserting claims for, among others, breach of fiduciary duty, violations of §§ 14(a) and 20(a) of the Exchange Act, and a claim for contribution pursuant to § 21D thereof (Stewart v. Mann, et al., Case No. 1:26-cv-1712 (S.D.N.Y.)) (the “Stewart Action”) (together with the Jenis Action, the “Derivative Actions”)). The Company is named as a Nominal Defendant. The Derivative Actions arise out of similar allegations as those made in the Securities Class Action. The plaintiffs in the Derivative Actions seek unspecified damages, disgorgement of compensation, corporate governance reforms, fees, interests, and costs. The defendants have not yet responded to the complaints in the Derivative Actions. The Company cannot be certain of the outcome of the Derivative Actions and, if decided adversely to us, our business and financial condition may be adversely affected.

In November 2024, Molopo Energy Limited ("Molopo") initiated legal proceedings against Tetra4 in the High Court of South Africa, Gauteng Local Division, Johannesburg, by issuing a summons alleging breach of a written loan agreement concluded between Molopo, as lender, and Tetra4, as borrower, in April 2014 (the "Molopo Loan Action"). The Molopo Loan Action alleges that Renergen, Tetra4's parent company, breached a condition of the loan agreement when it sold a 5.5% stake in Tetra4 to Mahlako Gas Energy Proprietary Limited ("MGE"), and that such breach entitled Molopo to cancel the loan agreement. Tetra4 disputes the purported cancellation on the basis that the investment by MGE did not constitute a payment by Tetra4 to its parent within the meaning of the loan agreement and is vigorously defending the Molopo Loan Action. According to the Lead Times Bulletin for the High Court in Gauteng, the earliest available hearing date is estimated to be December 2030. The Company cannot be certain of the outcome of the Molopo Loan Action and, if decided adversely to us, our business and financial condition may be adversely affected.

In addition to the matters described above, from time to time, the Company may become subject to arbitration, litigation or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors.

12. Leases

Operating leases

The Company is party to several facility leases in South Africa and the U.S. for office, manufacturing and laboratory space. Dr. Gerdus Kemp, an officer of PET Labs and an employee of ASP UK, is the sole owner of a leased office and production facility in Pretoria, South Africa. In 2026, the Company has expanded its facility leases in South Africa. In conjunction with the acquisition of Renergen in January 2026, the Company is recognizing additional operating leases for its office space in South Africa. A lease for production space in Pretoria, South Africa is being accounted for as a short-term lease effective with the acquisition of 51% of PET Labs.

Quantitative information regarding the Company’s operating lease liabilities is as follows (in thousands):

Future lease payments under noncancelable operating lease liabilities as of March 31, 2026 are as follows (in thousands):

The Company records the expense from short-term leases as incurred. Lease expense from short-term leases was$33,696 and$31,595 for the three months ended March 31, 2026 and 2025, respectively.

Financing leases

The Company is party to several ongoing finance leases in South Africa for vehicles and equipment. Some of these finance leases include arrangements with variable interest rates indexed to the prime interest rate in South Africa. There wasno variable interest expense for thethree months ended March 31, 2026 and 2025. The Company elects to include finance lease right-of-use assets in property and equipment, net.

Quantitative information regarding the Company’s finance lease liabilities is as follows (in thousands):

Future lease payments under noncancelable finance lease liabilities are as follows as of March 31, 2026 (in thousands):

Lease receivable

The Company leases certain equipment to customers under sales-type leases and records the leases within lease receivables on the Company’s condensed consolidated balance sheets and records interest income in the Company’s condensed consolidated statements of operations and comprehensive loss. The Company does not have significant variable lease payments or residual value guarantees associated with these leases. Credit risk is monitored regularly, and no allowance for credit losses was recorded as of the reporting date.

The Company’s net investment in sales-type leases were comprised of the following (in thousands):

Future minimum lease payments to be collected under sales-type leases, excluding lease payments that are not fixed and determinable, as of March 31, 2026 are as follows (in thousands):

Interest income recognized from sales-type leases during the three months ended March 31, 2026 was$0.1 million. There wasno interest income recognized from sales-type leases during thethree months ended March 31, 2025.

13. License and Collaboration Agreements

TerraPower, LLC

TerraPower Agreement

On April 4, 2024, the Company entered into an agreement with TerraPower LLC (“TerraPower”) to develop a conceptual design, refined cost/schedule/financing, risk register, and term sheet for a HALEU facility (the “TerraPower R&D Agreement”). The TerraPower R&D Agreement may be terminated for (a) breach or default, (b) the Company’s convenience or (c) TerraPower’s convenience. TerraPower is obligated to make all payments for tasks completed by the Company per the statement of work in the TerraPower R&D Agreement totaling $2.0 million and these payments are nonrefundable. Neither party has any additional rights or obligations outside what is in the statement of work in the TerraPower R&D Agreement.

On October 18, 2024, the Company and TerraPower signed a term sheet (the “TerraPower Term Sheet”) that provides for the execution of two definitive agreements: (1) an agreement pursuant to which TerraPower will provide funding for the Company’s construction of a uranium enrichment facility capable of producing HALEU using the Company’s proprietary aerodynamic separation process technology to be located in the Republic of South Africa and (2) an agreement pursuant to which the Company will deliver to TerraPower the full capacity of the enrichment facility.

The Company accounts for the TerraPower R&D Agreement in accordance with ASC 808. The Company has concluded that other authoritative accounting literature does not apply directly to these payments from TerraPower, either directly or by analogy, including ASC 606 because TerraPower is not a customer. The Company has concluded that TerraPower is not a customer because TerraPower has not contracted with the Company to obtain goods or services that are an output of the Company’s ordinary activities in exchange for consideration. The Company also has concluded that there is no other authoritative accounting literature that is appropriate to apply by analogy, and, accordingly, its accounting policy is to evaluate the income statement classification for presentation of amounts associated with each separate activity. As a result, the Company concludes that all portions of the net receivable from TerraPower are directly related to the conceptual design of the HALEU facility. Furthermore, the Company and TerraPower will jointly develop criteria for optimization of the HALEU facility’s operations. TerraPower shares the risks and rewards of designing the HALEU facility since its successful completion will enable TerraPower to purchase output from the HALEU facility in the future.

For the three months ended March 31, 2026, $0.2 million of collaboration revenue was recognized in the condensed consolidated statements of operations and comprehensive loss.

TerraPower Loan Agreement and HALEU Supply Agreements

In May 2025, the Company entered into the TerraPower Loan Agreement, which provides conditional commitments from TerraPower to the Company through one of its wholly-owned U.S.-based subsidiaries (“Borrower”) for a multiple advance term loan totaling $22.0 million for the purpose of partially funding the construction of a proposed new uranium enrichment facility in South Africa. The total loan amount is inclusive of a 10% original issue discount on each disbursement and carries a fixed interest rate of 10% per annum. Per the terms of the TerraPower Loan Agreement and subject to the satisfaction of various conditions precedent to disbursements (including receiving all required licenses and permits to perform uranium enrichment in South Africa), the Company will receive aggregate loan disbursements of $20.0 million. Such loan matures on May 16, 2032. Interest will begin accruing upon each milestone disbursement received by the Company and will be added to the principal balance until November 2027. Principal and interest payments will be made in 60 equal installments beginning in November 2027. The Company plans to request drawdowns on this loan beginning in the third quarter of 2026.

In addition to the Terra Power Loan Agreement, the Company and TerraPower have entered into two supply agreements for the HALEU expected to be produced at the Company’s uranium enrichment facility. The initial core supply agreement is intended to support the supply of the required first fuel cores for the initial loading of TerraPower’s Natrium project in Wyoming. The long-term supply agreement is a 10-year supply agreement of up to a total of 150 metric tons of HALEU, commencing in 2028 through end of 2037.

14. Acquisitions

The Company accounts for business combinations in accordance with Business Combinations (Topic 805), which requires an acquirer to retrospectively adjust provisional amounts recognized in a business combination during the measurement period (which represents a period not to exceed one year from the date of the acquisition), in the reporting period in which the adjustment is determined, as well as present separately on the face of the income statement or as a disclosure in the notes to the consolidated financial statements, the portion of the amount recorded in current period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

PET Labs

In October 2023, the Company completed the acquisition of PET Labs. The acquisition is intended to accelerate the distribution of the Company’s pipeline.

Pursuant to the terms of the agreement, the Company acquired 51% of the common shares issued and outstanding for total purchase consideration of $2.0 million in cash of which $0.5 million was paid up front. In December 2025, January 2025 and January 2024, the Company made partial payments of $0.5 million, $0.7 million and $0.3 million, respectively, resulting inno balance remaining as of December 31, 2025.

In addition to the purchase consideration, the Company has an option to purchase the remaining 49% of the issued and outstanding shares for an agreed consideration totaling $2.2 million. No consideration or value relating to this option was recognized as it was not considered probable at the time of acquisition and as of March 31, 2026.

Dr. Gerdus Kemp is an officer of PET Labs and, effective November 1, 2023, an employee of ASP Guernsey. In addition, Dr. Kemp controls the remaining 49% ownership of PET Labs.

East Coast Nuclear Pharmacy

In October 2025, the Company completed the acquisition of ECNP. The acquisition is intended to supplement the distribution of the Company’s pipeline. The acquisition of ECNP has been accounted for as a business combination in accordance with ASC 805.

Pursuant to the terms of the agreement, the Company acquired 100% of the issued and outstanding membership interests for total purchase consideration of $2.5 million of which $2.0 million was paid up front in cash and the remaining $0.5 million was deferred through the issuance of notes payable that are to be repaid by June 30, 2026. The balance of the notes payable as of each of March 31, 2026 and December 31, 2025 was $0.5 million.

The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):

Goodwill arising from the acquisition as of October 1, 2025 of $1.6 million was attributable mainly to buyer specific synergies expected to arise from the acquisition. No goodwill from this acquisition is deductible for income tax purposes. The Company considered the contractual value of accounts receivable to be the same as the fair value and the full amount was collected. The results of ECNP have been included in the consolidated financial statements from the date of the acquisition.

One 30 Seven Inc. ("One 30 Seven") Acquisition

In October 2025, QLE acquired substantially all of the assets, including an international patent application and its related rights, from One 30 Seven, 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. QLE made an initial cash payment of $150,000 and issued 266,113 shares of the Company’s common stock and accounted for the transaction as a purchase of assets. The Company may be required to make additional payments, in cash or shares of the Company’s common stock, totaling $17.0 million upon completion of certain milestones. This contingent payment was not considered probable at the acquisition date and therefore no contingent consideration was recordedfor the year ended December 31, 2025 or the three months ended March 31, 2026.

In connection with the acquisition of assets from One 30 Seven, QLE entered into a consulting agreement with B-Con Engineering Inc., led by inventor Brian Creber, to develop and validate the functional operation of a Creber Mini Unit at an estimated cost of $4.5 million over 18 months, followed by either a Midi or Maxi Unit at approximately $12.5 million to $13.0 million over another 18 months. QLE has agreed to fund the project through quarterly advances, with acceptance testing and monthly reporting to ensure milestones are met. In addition, QLE entered into a royalty agreement with One 30 Seven pursuant to which QLE agreed to pay a 6.0% royalty on net revenues from product sales or licensing for 15 years per product, starting from the first commercial sale. The royalty agreement will terminate if the commercialization of a Creber Unit is not achieved by the fourth anniversary of closing of the acquisition of assets from One 30 Seven.

The Company determined that the cost to acquire the One 30 Seven assets was $2.7 million, based on the cash paid of $150,000, fair value of the equity consideration issued of $2.6 million and direct costs of the acquisition of $7,000. The One 30 Seven acquisition was accounted for as an asset acquisition as One 30 Seven was not considered to be a business under ASC 805 or SEC Rule 11-01(d) as substantially all of the fair value of the non-monetary assets acquired was concentrated in a single identifiable asset. In the estimation of fair value of the asset purchase consideration, the Company used fair value attributable to the acquired IPR&D. Since One 30 Seven was in the development stage and no commercial production had commenced at the time of the acquisition, the cost attributable to the IPR&D was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2025, as the acquired IPR&D had no alternative future use.

Numed Diagnostics, LLC

In January 2026, the Company completed the acquisition of Numed Diagnostics, LLC ("Numed"). The acquisition is intended to supplement the distribution of the Company’s pipeline. The acquisition of Numed has been accounted for as a business combination in accordance with ASC 805.

Pursuant to the terms of the agreement, the Company acquired 60% of the issued and outstanding membership interests for total purchase consideration of $0.8 million. In addition to the purchase consideration, the Company is obligated to purchase an additional 36% of Numed's membership interests for $0.5 million within two years and has an option to purchase the remaining 4% of the issued and outstanding membership interests for $50,000. Contingent consideration relating to this obligated purchase of $0.4 million was recognized at acquisition and as of March 31, 2026.

The following table summarizes the preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):

Goodwill arising from the acquisition as of January 22, 2026 of $1.3 million was attributable mainly to buyer specific synergies expected to arise from the acquisition. No goodwill from this acquisition is deductible for income tax purposes. The Company considered the contractual value of accounts receivable to be the same as the fair value and the full amount was collected. The results of Numed have been included in the consolidated financial statements from the date of the acquisition.

Renergen

On January 6, 2026, the Company completed the acquisition of Renergen and acquired all of the issued Renergen ordinary shares from Renergen shareholders in exchange for shares of the Company's common stock at an exchange ratio of 0.09196 shares of Company common stock for each Renergen ordinary share (the “Consideration Shares”) through the implementation of the Scheme, resulting in the issuance of an aggregate of 14,270,000 Consideration Shares. As a result of the transaction, Renergen became a direct, wholly owned subsidiary of ASP Isotopes.

In connection with the transaction, Renergen ordinary shares were delisted from the JSE and the Australian Securities Exchange (the "A2X"). The Company's common stock continues to be listed on The Nasdaq Capital Market and on the JSE.

In addition, the Company expects to appoint Stefano Marani, the Chief Executive Officer of Renergen, as the President, Electronics and Space of the Company, and Nick Mitchell, the Chief Operating Officer of Renergen, as the Co-Chief Operating Officer of the Company once the terms of their employment agreements are finalized.

The following table summarizes the preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):

The initial allocation of the purchase price was based upon a preliminary valuation, and accordingly, our estimates and assumptions are subject to change as we obtain additional information during the measurement period.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that itis more likely than not that the carrying value of a reporting segment exceeds its fair value. No goodwill impairments were recognized for the years presented.

The carrying amount of goodwill by reporting segment as of March 31, 2026 and December 31, 2025 is as follows (in thousands):

The changes to the carrying value of goodwill, which is included in the isotopes and related services segment, is as follows:

Intangible Assets

Amortization expense was$33,000 for the three months ended March 31, 2026. There wasno amortization expense related to identifiable intangible assets recorded for thethree months ended March 31, 2025.

The changes to the carrying value of intangible assets, which is included in the construction services and specialist isotopes and related services segments, is as follows (in thousands):

The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2025 (in thousands):

15. Equity Method and Other Investments

Investment in IsoBio, Inc.

On July 28, 2025, the Company purchased 2,000,000 shares of IsoBio, Inc. (“IsoBio”) Series Seed-1 Preferred Stock at $2.50 per share for a total aggregate purchase price of $5.0 million. IsoBio is a U.S.-based radiotherapeutic development company focused on developing a broad pipeline of mAb-based radioisotope therapeutics targeting both derisked and novel tumor antigens for patients in need of new cancer therapies.

As the owner of the Series Seed-1 Preferred Stock, the Company has the right to designate one board member. An officer and director of the Company was designated to fill that board seat. In addition, another board member of the Company is a board member, executive officer and shareholder of IsoBio.

The investment in IsoBio does not have a readily determinable fair value and is therefore measured at cost, adjusted for observable price changes and impairments, in accordance with ASC 321. As of March 31, 2026 and December 31, 2025, the carrying value of the investment was $5.6 million. This investment is included in “Other investments” on the consolidated balance sheet.

The Company monitors the investment for indicators of impairment and observable price changes on a quarterly basis. If indicators of impairment exist, the Company performs a qualitative assessment to determine whether the investment is impaired and adjusts the carrying value accordingly. Therefore, the Company has included this investment in the fair value hierarchy disclosure (Note 4). During the three months ended March 31, 2026, the Company didnot identify any observable price changes or impairment indicators related to this investment.

Skyline Investment

In August 2025, QLE completed an acquisition of Skyline. QLE entered into a Stock Purchase Agreement to purchase all 1,995,000 of Skyline's Class B Ordinary Shares for the aggregate purchase price of $1.0 million ("Skyline Stock 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 pershare, for the aggregate purchase price of $1.5 million ("Skyline Purchase Agreement").

Effective as of March 29, 2026, QLE, entered into the Exchange Agreement with a third party investor in which the parties agreed to exchange 1,995,000 Class B common shares owned by QLE for 1,995,000 Class A shares owned by the third party investor, on a one-for-one basis. This resulted in QLE's ownership in Skyline decreasing to under 10% and the Company now accounts for the investment as an equity method investment in accordance with ASC 323. As a result of entering into the Exchange Agreement, the Company deconsolidated the results of Skyline and recorded a gain on deconsolidation of $19.3 million. The Company's total investment in Skyline was $23.8 million on the date of the Exchange Agreement. As of March 31, 2026, the value of the Company's investment in Skyline was $24.9 million, resulting in a change in fair value of investment of $1.1 million, which is recorded in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

Investment in Opeongo, Inc.

On January 26, 2026, the Company purchased 4,356,918 shares of Opeongo, Inc. (“Opeongo”) Series Seed-1 Preferred Stock at $2.2952 per share for a total aggregate purchase price of $10.0 million. Opeongo is a U.S.-based biotechnology company developing novel therapeutics using extracellular matrix-modulating modulation to target fibrosis, inflammation and cancer.

As the owner of the Series Seed-1 Preferred Stock, the Company has the right to designate one board member. An officer and director of the Company was designated to fill that board seat. In addition, another board member of the Company is a board member and shareholder of Opeongo.

The investment in Opeongo doesnot have a readily determinable fair value and is therefore measured at cost, adjusted for observable price changes and impairments, in accordance with ASC 321. As of March 31, 2026, the carrying value of the investment was $10.0 million. This investment is included in “Other investments” on the consolidated balance sheet.

The Company monitors the investment for indicators of impairment and observable price changes on a quarterly basis. If indicators of impairment exist, the Company performs a qualitative assessment to determine whether the investment is impaired and adjusts the carrying value accordingly. During the three months ended March 31, 2026, the Company didnot identify any observable price changes or impairment indicators related to this investment.

16. Stockholders’ Equity

Preferred stock

The Company has 10,000,000 shares of preferred stock authorized, of whichno shares were issued and outstanding as of March 31, 2026 and December 31, 2025.

Common stock

The Company has 500,000,000 shares of common stock authorized, of which 125,903,447 and 111,677,771 shares were outstanding as of March 31, 2026 and December 31, 2025, respectively. Common stockholders are entitled to one vote for each share of outstanding common stock held at all meetings of stockholders and written actions in lieu of meetings. Common stockholders are entitled to receive dividends for each share of outstanding common stock, if and when declared by the Board. No dividends have been declared or paid by the Company through March 31, 2026.

In June 2025, the Company issued 7,518,797 shares of common stock at $6.65 per share resulting in net proceeds of approximately $46.8 million after deducting underwriting discounts, commissions and offering expenses.

In July 2025, the Company issued 7,500,000 shares of common stock at a public offering price of $8.00 per share resulting in net proceeds of approximately $56.3 million after deducting underwriting discounts, commissions and offering expenses.

In October 2025, the Company issued 17,167,380 shares of common stock at a public offering price of $12.25 per share resulting in net proceeds of approximately $199.3 million after deducting underwriting discounts, commissions and offering expenses.

Treasury shares are recorded at cost and include forfeited shares from the Company's stock compensation plans. There were 44,324 shares forfeited and transferred to treasury stock through March 31, 2026.

Common Stock Warrants

In May 2025, a warrant to purchase 1,294,778 shares of common stock was exercised and the Company received gross proceeds of approximately $4.9 million. In July and September 2025, cashless exercises of warrants to purchase 151,741 shares of common stock were executed, resulting in the issuance of 123,497 shares of common stock. As of March 31, 2026 and December 31, 2025, there were warrants to purchase shares of common stock outstanding of 69,778 and 69,778 shares, respectively.

17. Stock Compensation Plan

Equity Incentive Plans

In October 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”) that provided for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2021 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2021 Plan isten years. The maximum number of shares initially available for issuance under the 2021 Plan was 6,000,000. No further options are available to be issued under the 2021 Plan.

In November 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”) that provides for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2022 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2022 Plan isten years. The number of shares of the Company’s common stock initially reserved for issuance under the 2022 Plan is equal to 5,000,000, subject to an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2023 and continuing until, and including, the fiscal year ending December 31, 2033, equal to the lesser of 5% of the number of shares of the Company’s common stock outstanding on such date or an amount determined by the Company’s board of directors. On January 1, 2026, the Company added 5,583,889 shares to the 2022 Plan. As of March 31, 2026,5,892,090 shares remain available for future grant under the 2022 Plan.

In June 2024, the Company adopted the 2024 Inducement Equity Incentive Plan (“2024 Plan”). The 2024 Plan will be used exclusively for the grant of equity awards to individuals who were not previously employees or directors of the Company, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). Recipients of stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2024 Plan provides for the grant of non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2024 Plan isten years. The number of shares of the Company’s common stock initially reserved for issuance under the 2024 plan is equal to 2,500,000. As of March 31, 2026,915,000 shares remain available for future grant under the 2024 Plan.

2025 Inducement Equity Incentive Plan

On July 16, 2025, upon recommendation of the Compensation Committee of the Company’s Board, the Board approved and adopted the Company’s 2025 Inducement Equity Incentive Plan (the “Inducement Equity Plan”), and subject to the adjustment provisions of the Inducement Equity Plan, reserved 2,000,000 shares of Common Stock for issuance of equity awards under the Inducement Equity Plan.

The Inducement Equity Plan was approved and adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). The Inducement Equity Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (consisting of performance shares or performance units) and other cash-based or stock-based awards (each, an “Inducement Award”). In addition, the Board also approved and adopted forms of Notice of Grant of Restricted Stock and Restricted Stock Agreement, and Notice of Grant of Stock Option and Stock Option Agreement for use with the Inducement Equity Plan. The terms and conditions of the Inducement Equity Plan are intended to comply with the Nasdaq inducement award rules.

In accordance with Nasdaq Listing Rule 5635(c)(4), the only persons eligible to receive grants of Inducement Awards are individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment), as an inducement material to the individuals’ entry into employment with the Company. As of March 31, 2026,2,000,000 shares remain available for future grant under the Inducement Equity Plan.

QLE 2024 Equity Incentive Plan

In March 2024, the Company adopted the QLE 2024 Equity Incentive Plan (“QLE 2024 Plan”). The QLE 2024 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards, performance awards and stock appreciation rights to employees, nonemployee directors, and consultants. The maximum contractual term of options granted under the QLE 2024 Plan isten years and incentive stock options granted under the QLE 2024 Plan shall not exceed 50% of the maximum number of shares or units of common equity that may be issued under the QLE 2024 Plan. The maximum number of shares or units of QLE’s common equity that may be issued under the QLE 2024 Plan is equal to 15% of the common equity deemed outstanding as of the effective date of the QLE 2024 Plan. As of March 31, 2026, no common equity deemed outstanding remain available for future grant under the QLE 2024 Plan.

In September 2025, QLE granted restricted stock units (“RSUs”) totaling 11% of the common equity deemed outstanding to certain officers, employees and directors of QLE. The RSUs will vest subject to the occurrence of a Listing Event and, if applicable, an additional service-based vesting condition. A Listing Event shall mean the consummation of any of the following transactions by QLE, a corporate successor to QLE or a holding company established with respect to QLE’s equity securities in connection with any of the following transactions (a “Public Issuer”): (i) a listing of common equity of QLE (or the common equity of such Public Issuer) through acquisition by or merger of such Public Issuer with a special purpose acquisition company or another entity listed on the NYSE or NASDAQ, (ii) a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act and in connection with such offering the common equity of QLE is listed for trading on the Nasdaq, the NYSE or another exchange or marketplace approved by the Board, or (iii) a direct listing of common equity of QLE (or the common equity securities of the Public Issuer) on the NYSE or Nasdaq.

Since the vesting of the RSUs is based on a liquidity event, no compensation cost will be recognized until the Performance Goal (Listing Event) is consummated. However, the fair value of the awards is calculated at the date of grant, which results in a total fair value of approximately $37.4 million.

Stock Options

The following table sets forth the activity for the Company’s stock options during the periods presented:

No options were granted or exercised for thethree months ended March 31, 2026.

The Company recorded stock-based compensation expense from options of$0.1 million and$0.2 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was$0.6 million of unrecognized stock-based compensation expense related to non-vested stock-based compensation arrangements granted under the Plan.

Stock Awards

The Company recorded stock-based compensation expense from stock awards totaling$4.4 million and$1.7 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there is$16.9 million of unrecognized stock-based compensation expense related to the non-vested portion of restricted stock awards that is expected to be recognized over 2.0 years.

The following table summarizes vesting of restricted common stock:

Stock-based Compensation Expense

Stock-based compensation expense for all stock awards recognized in the accompanying consolidated statements of operations and comprehensive loss is as follows:

18. Net Loss Per Share

The Company has reported losses since inception and has computed basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share of Common Stock after giving consideration to all potentially dilutive shares of common stock, including options to purchase common stock and warrants to purchase common stock, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential shares of Common Stock have been anti-dilutive and basic and diluted loss per share were the same for all periods presented.

The following table sets forth the computation of basic and diluted net loss per share for thethree months ended March 31, 2026 and 2025:

The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive:

19. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was-0.1% and 0.8%. The effective tax rate for the three months ended March 31, 2026 and 2025 varied from the federal statutory rate primarily due to losses in jurisdictions for which a valuation allowance is recorded.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the Company’s balance sheets and has not recognized interest and/or penalties in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue. As of March 31, 2026 and December 31, 2025, there were no uncertain tax positions.

As of March 31, 2026, the Company did not recognize any interest and penalties associated with unrecognized tax benefits. Due to net operating losses incurred, tax years from inception remain open to examination by the Federal and State taxing jurisdictions to which the Company is subject. The Company is not currently under Internal Revenue Services (IRS), state or local tax examination.

Ownership changes, as defined in the Internal Revenue Code (“IRC”), may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income pursuant to IRC Section 382 or similar provisions. Subsequent ownership changes could further affect the limitation in future years. The Company has not completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the Company’s formation due to the significant complexity and cost associated with such study and because there could be additional changes in control in the future. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future.

20. Related Party Transactions

PET Labs has an operating lease for office and production space in Pretoria, South Africa with monthly payment of about $30,000 per month and a term set to expire in March 2056. The sole owner of the facility under the lease agreement is Dr. Gerdus Kemp, an officer of PET Labs and an employee of ASP UK.

21. Discontinued Operations

Effective as of March 29, 2026, the Company entered into the Exchange Agreement and completed the deconsolidation of Skyline. The Company retained approximately 8.6% percent of the outstanding Class A ordinary and preferred shares of Skyline immediately following the deconsolidation. The accounting requirements for reporting the separation of Skyline as a discontinued operation were met when the separation was completed. Accordingly, the historical results of Skyline have been presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. Prior to the separation, Skyline was reported within the construction services segment.

The following table presents the major categories of income from discontinued operations for thethree months ended March 31, 2026 (in thousands):

As the controlling interest of Skyline was not acquired until August 2025, no income was recognized from Skyline for thethree months ended March 31, 2025.

The following table presents the major classes of assets and liabilities of discontinued operations as of December 31, 2025 (in thousands):

The following table presents selected financial information related to cash flows from discontinued operations for thethree months ended March 31, 2026 (in thousands):

The total net impact to stockholders' equity as a result of the separation was a reduction of $66.0 million, which has been reflected as a reduction of $86.8 million to noncontrolling interest and an increase to accumulated deficit and accumulated other comprehensive income/(loss) $19.3 million and $1.5 million, respectively, in the Condensed Consolidated Statement of Equity as of March 31, 2026. The Company retained 8.6% of the outstanding Class A ordinary and preferred shares of Skyline, which had a net book value of $23.8 million as of March 28, 2026, the separation date.

22. Subsequent Events

The Company has evaluated subsequent events through May 20, 2026, the date on which the accompanying condensed consolidated financial statements were issued and concluded that no subsequent events have occurred that require disclosure except as described below.