BKV Corp

The Quarterly Report on Form 10-Q should be read in conjunction with the“Risk Factors” disclosed in our 2024 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which could materially affect our business, financial condition, or future results. Except as set forth below, there have been no material changes to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

The consummation of the BKV-BPP Power Joint Venture Transaction is subject to a number of conditions that may not be satisfied or completed on a timely basis or at all, including the affirmative vote of at least 75% of the disinterested stockholders of Banpu Power represented at the meeting called for such purpose, and there can be no assurance as to when or if the BKV-BPP Power Joint Venture Transaction will be completed.

Although we expect to complete the BKV-BPP Power Joint Venture Transaction in the first quarter of 2026, there can be no assurances as to the timing of the closing or that the BKV-BPP Power Joint Venture Transaction will be completed at all. The consummation of the BKV-BPP Power Joint Venture Transaction is subject to the satisfaction or waiver of a number of conditions contained in the purchase agreement, including the affirmative vote of at least 75% of the disinterested stockholders of Banpu Power, the sole stockholder of BPPUS, represented at the meeting to be called for such purpose (the "BPP Stockholder Approval"). Some conditions, including the BPP Stockholder Approval, are beyond our control. The potential that any condition fails to be satisfied or waived in a timely manner, or at all makes the completion and timing of the BKV-BPP Power Joint Venture Transaction uncertain. In addition, the purchase agreement contains certain termination rights for both parties, which if exercised will also result in the BKV-BPP Power Joint Venture Transaction not being consummated. Any such termination or any failure to otherwise complete the BKV-BPP Power Joint Venture Transaction 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 BKV-BPP Power Joint Venture Transaction, without realizing any of the benefits of completing the BKV-BPP Power Joint Venture Transaction; being required to pay our legal, accounting and other expenses relating to the BKV-BPP Power Joint Venture Transaction; the market price of our common stock being adversely impacted to the extent that the current market price reflects a market assumption that the BKV-BPP Power Joint Venture Transaction will be completed; and negative reactions from the financial markets and customers that may occur if the anticipated benefits of the BKV-BPP Power Joint Venture Transaction are not realized. Such consequences could materially and adversely affect our business, financial condition, results of operations and cash flows.