BKV Corp

Current report

The consummation of the Bedrock acquisition is subject to a number of conditions that may not be satisfied or completed on a timely basis or at all. Accordingly, there can be no assurance as to when or if the Bedrock acquisition will be completed, and the failure to complete the Bedrock acquisition could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Current report

Although we expect to complete the Bedrock acquisition late in the third quarter or early in the fourth quarter of 2025, there can be no assurances as to the exact timing of the closing or that the Bedrock acquisition will be completed at all. The consummation of the Bedrock acquisition is subject to the satisfaction or waiver of a number of conditions contained in the related membership interest purchase agreement. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the Bedrock acquisition uncertain. In addition, the membership interest purchase agreement contains certain termination rights for both parties, which if exercised will also result in the Bedrock acquisition not being consummated. Any such termination or any failure to otherwise complete the Bedrock acquisition could result in various consequences, including, among others: our business being adversely impacted by the failure to pursue other beneficial opportunities due to the time and resources committed by our management to the Bedrock acquisition, without realizing any of the benefits of completing the Bedrock acquisition; being required to pay our legal, accounting and other expenses relating to the Bedrock acquisition; the market price of our common stock being adversely impacted to the extent that the current market price reflects a market assumption that the Bedrock acquisition will be completed; and negative reactions from the financial markets and customers that may occur if the anticipated benefits of the Bedrock acquisition are not realized. Such consequences could materially and adversely affect our business, financial condition, results of operations and cash flows.

Current report

Even if the Bedrock acquisition is completed, we may be unable to successfully integrate Bedrock’s business into our business or achieve the anticipated benefits of the Bedrock acquisition.

Current report

The success of the Bedrock acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from integrating the assets and operations of Bedrock into our business, and there can be no assurance that we will be able to successfully integrate or otherwise realize the anticipated benefits of the Bedrock acquisition. Difficulties in integrating Bedrock into our company and our ability to manage the combined company may result in us performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Potential difficulties that may be encountered in the integration process include, among others:

Current report

•the inability to successfully integrate Bedrock operationally, in a manner that permits us to achieve the full revenue, expected cash flows and cost savings anticipated from the Bedrock acquisition;

Current report

•not realizing anticipated operating synergies; and

Current report

•potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Bedrock acquisition.