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Form 8-K current report
ASP ISOTOPES INC.
(Incorporated in the State of Delaware,
United States of America)
(Delaware file number 6228898)
Ticker Symbol: NASDAQ: ASPI
ISIN: US00218A1051
LEI: 6488WHV94BZ496OZ3219
JSE Share Code: ISO
("ASPI" or "the Company")
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, ASPI stockholders are advised
that a Form 8-K has been filed with the U.S. Securities and Exchange Commission.
Item 1.01. Entry into a Material Definitive Agreement
On November 27, 2025, ASP Isotopes Inc. (the "Company" or "ASP Isotopes") and Renergen Limited
("Renergen"), a South African company listed on the exchange operated by the JSE Limited and the
Australian Securities Exchange, entered into a letter agreement to extend the date for the fulfillment of the
conditions to the previously announced offer by the Company to acquire 100% of the ordinary shares
(excluding treasury shares) of Renergen, pursuant to a scheme of arrangement under South African law
pursuant to which Renergen shareholders will receive 0.09196 new ASP Isotopes shares for each
Renergen share held on the record date (the "Scheme").
The longstop date, which was originally set at September 30, 2025 and extended by ASP Isotopes to
November 28, 2025, has been further extended by mutual agreement to January 30, 2026 in order to allow
the parties additional time to satisfy conditions to closing relating to the receipt of the remaining required
regulatory approval and certain third party consents. As of November 27, 2025, the implementation of the
Scheme remained subject to the approval of the Financial Surveillance Department of the South African
Reserve Bank (FinSurv) as provided for in the South African Exchange Control Regulations (in terms of the
South African Currency and Exchanges Act, 1933). ASP Isotopes and Renergen continue to pursue a timely
approval of the Scheme with FinSurv and certain third parties in order to implement the Scheme as promptly
as possible. To date, the Scheme has been approved by the Competition Commission of South Africa,
subject to certain conditions, which are acceptable to the Company, and third-party consents have been
received from the Industrial Development Corporation of South Africa and the U.S. International
Development Finance Corporation.
In addition, on November 27, 2025, the Company, ASP Isotopes South Africa Proprietary Limited ("ASPI
South Africa") and Renergen entered into an amendment to the Term Loan Facility Agreement, dated May
19, 2025, by and among the Company, ASP Isotopes South Africa, as lender, and Renergen, as borrower,
to extend the final repayment date thereunder to January 30, 2026.
The foregoing descriptions of the letter agreement to extend the date for the fulfillment of the conditions
and the amendment to the Term Loan Facility Agreement are qualified in their entirety by reference to the
full text of such documents, copies of which are filed as Exhibits 2.1 and 10.1 to this Current Report on
Form 8-K and are incorporated in this Item 1.01 by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by words like "may," "will," "likely," "should," "expect," "anticipate," "future," "plan," "believe,"
"intend," "goal," "seek," "estimate," "project," "continue," and variations of such words and similar
expressions. These forward-looking statements are not guarantees of future performance and involve risks,
assumptions, and uncertainties, including, but not limited to, risks related to: (i) the implementation of the
Scheme in the anticipated timeframe or at all; (ii) the satisfaction of the Scheme conditions; (iii) the failure
to obtain necessary regulatory approvals; (iv) the ability to realize the anticipated benefits of the proposed
acquisition of Renergen; (v) the ability to successfully integrate the businesses; (vi) disruption from the
proposed acquisition of Renergen making it more difficult to maintain business and operational
relationships; (vii) the negative effects of this announcement or the consummation of the proposed
acquisition of Renergen on the market price of Renergen's or ASPI's securities; (viii) significant transaction
costs and unknown liabilities; (ix) litigation or regulatory actions related to the proposed acquisition of
Renergen; and (x) such other factors as are set forth in the periodic reports filed by ASPI with the U.S.
Securities and Exchange Commission (the "SEC"), including but not limited to those described under the
heading "Risk Factors" in its annual reports on Form 10-K, quarterly reports on Form 10-Q and any other
filings made with the SEC from time to time, which are available via the SEC's website at www.sec.gov.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements.
Item 8.01. Other Events
On November 27, 2025, ASP Isotopes and Renergen released a joint announcement on the Stock
Exchange News Service of the JSE Limited captioned "Scheme of Arrangement – Extension of Outstanding
Offer Conditions Fulfilment and Loan Repayment Date," a copy of which is attached as Exhibit 99.1 hereto
and is incorporated herein by reference.
A copy of the Form 8-K can also be found at: Inline Viewer: ASP Isotopes Inc. 8-K 2025-11-27
The Company has a primary listing on the Nasdaq and a secondary listing on the Main Board of the JSE.
28 November 2025
Sponsor
Valeo Capital Proprietary Limited
Date: 28-11-2025 03:55:00
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