|
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 7.01. Regulation FD Disclosure.
On December 18, 2025, ASP Isotopes Inc. (the "Company" or "ASP Isotopes") confirmed that the South
African Takeover Regulation Panel has issued a compliance certificate in connection with the scheme of
arrangement under South African law pursuant to which ASP Isotopes will offer to acquire all of the issued
ordinary shares of JSE-listed Renergen Limited ("Renergen") and Renergen shareholders will receive
0.09196 new ASP Isotopes shares for each Renergen share held on the record date (the "Scheme") and
that, as a result, the Scheme can now proceed to implementation.
The remaining salient dates and times for the implementation of the Scheme are set out below:
Compliance certificate received from the Takeover Panel on Thursday, 18 December 2025
Scheme Finalisation Date Thursday, 18 December 2025
Scheme Finalisation Date announcement released on SENS by 09:00 Thursday, 18 December 2025
SAST and on the ASX by 17:00 AEST on
Application for delisting of Renergen Shares lodged with the JSE and Friday, 19 December 2025
the ASX
Public Holiday in South African, Australia and USA Thursday, 25 December 2025
Public Holiday in South African and Australia Friday, 26 December 2025
Last day for Renergen Shareholders to request to reposition securities Monday, 29 December 2025
between the South African Register and the Australian Register to
ensure that it is completed before the Scheme JSE LDT
Scheme JSE LDT in Renergen Shares on the JSE Monday, 29 December 2025
Trading in Renergen Shares on the JSE to be suspended from Tuesday, 30 December 2025
commencement of trade on
Scheme ASX LDT in CDIs on the ASX Tuesday, 30 December 2025
Scheme Consideration Shares listed on the JSE at commencement of Tuesday, 30 December 2025
trade (09:00 SAST) on
(see note 1 below)
Trading by Scheme Participants recorded in the South African
Register in the entitlements to the Scheme Consideration Shares Wednesday, 31 December 2025
listed on the JSE on 30 December 2025 will only commence at the
commencement of trade (09:00 SAST) on
(see note 1 below)
Trading in CDI's on the ASX to be suspended from commencement of Wednesday, 31 December 2025
trade on
Public Holiday in South African, Australia and USA Thursday, 1 January 2026
Announcement of the cash value of fractional entitlements pursuant to Friday, 2 January 2026
Scheme, to be released on SENS by 09:00 SAST and on the ASX by
17:00 AEST on
(see note 2 below)
Scheme Consideration Record Date to be recorded in the Register in Friday, 2 January 2026
order to receive the Scheme Consideration, being 17:00 SAST (in
respect of the South African Register) and 19:00 AEST (in respect of
the Australian Register) on (see note 1 below)
Scheme Implementation Date Tuesday, 6 January 2026
Date of settlement of the Scheme Consideration Shares to Scheme Tuesday, 6 January 2026
Participants recorded in the South African Register (and thereby having
the accounts of the CSDP or Broker of Scheme Participants as
applicable, updated with the Scheme Consideration Shares)
(see note 1 below)
Date on which Scheme Participants recorded in the South African Tuesday, 6 January 2026
Register will receive cash payments arising from fractional entitlements
Date of issuance of the Scheme Consideration Shares in DRS form to Monday, 12 January 2026
the Scheme Participants holding CDIs on the ASPI register of
shareholders maintained in the United States
Termination of listing of Renergen Shares on the JSE, A2X and ASX at Monday, 12 January 2026
commencement of trade on or about
Expected date on which Scheme Participants holding CDIs will be paid Tuesday, 13 January 2026
cash payments arising from fractional entitlements
Notes:
1. Due to the cross-border implementation of the settlement of the Scheme Consideration Shares, the
ASPI Common Stock to be issued to Scheme Participants recorded in the South African Register under
the Scheme will be issued on the ASPI US share register on the Scheme Consideration Record Date
plus 1 (one) Business Day (Monday, 5 January 2026 at approximately 9:00 NY/ET which is 15:00
SAST) and delivered to Computershare US custody account, which will then only allow the
Consideration Shares to be settled to Scheme Participants in South Africa by Strate on the Scheme
Consideration Record Date plus 2 (two) Business Days (Tuesday, 6 January 2026). As trades in ASPI
Common Stock on the JSE is settled in the electronic settlement system used by Strate, settlement of
trades takes place 3 (three) Business Days after the date of such trades, the trading in the entitlements
to the ASPI Common Stock (which will be delivered to Scheme Participants recorded in the South
African Register) will accordingly only commence on the Scheme JSE LDT plus 2 (two) Business Days
(Wednesday, 31 December 2025) despite the listing of such ASPI Common Stock taking place on
Scheme JSE LDT plus 1 (one) Business Day (Tuesday, 30 December 2025).
2. As previously set out in the Circular, the cash value of fractional entitlements pursuant to the Scheme
will be calculated and announced on the Scheme JSE LDT plus 2 (two) Business Days, which deviation
from the JSE corporate action timetable was necessitated by the cross-border implementation of the
Scheme.
Forward Looking Statements
This 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 ability to realize the anticipated benefits of the proposed acquisition
of Renergen; (iii) the ability to successfully integrate the businesses; (iv) disruption from the proposed
acquisition of Renergen making it more difficult to maintain business and operational relationships; (v) 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; (vi) significant transaction costs and unknown liabilities;
(vii) litigation or regulatory actions related to the proposed acquisition of Renergen; and (viii) 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.
A copy of the Form 8-K can also be found at: Inline Viewer: ASP Isotopes Inc. 8-K 2025-12-18
The Company has a primary listing on the Nasdaq and a secondary listing on the Main Board of the JSE.
18 December 2025
Sponsor
Valeo Capital Proprietary Limited
Date: 18-12-2025 03:10:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
|
