ASP Isotopes Inc. 10-K

Item 8. Financial Statements and Supplementary Data ASP Isotopes Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 274 ) 101 Consolidated Balance Sheets as of December 31, 2025 and 2024 102 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 103 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 104 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 105 Notes to Consolidated Financial Statements 107 100 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ASP Isotopes Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ASP Isotopes Inc. and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024 , and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2022. EISNERAMPER LLP Iselin, New Jersey April 9, 2026 101 ASP Isotopes Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 285,563 $ 61,890 Short-term investments ` 47,745 — Accounts receivable 17,882 707 Inventories 1,098 66 Receivable from noncontrolling interests — 28 Note receivable 32,005 — Deferred offering costs 1,782 — Prepaid expenses and other current assets 13,844 3,053 Total current assets 399,919 65,744 Property and equipment, net 33,452 22,354 Operating lease right-of-use assets, net 1,512 1,122 Deferred tax assets — 32 Intangible assets 1,478 — Goodwill 8,570 3,168 Lease receivable - noncurrent 426 — Equity method investments 1,327 — Other investments 45,979 — Other noncurrent assets 5,357 1,928 Total assets $ 498,020 $ 94,348 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 5,755 $ 1,021 Accrued expenses 6,224 2,276 Debt - current 12,885 939 Finance lease liabilities – current 167 126 Operating lease liabilities – current 584 558 Deferred revenue 882 882 Due to related parties 4,162 — Other current liabilities 2,037 1,257 Total current liabilities 32,696 7,059 Deferred tax liabilities 102 — Convertible notes payable, at fair value 199,323 33,433 Debt - noncurrent 1,471 1,441 Finance lease liabilities – noncurrent 471 560 Operating lease liabilities – noncurrent 1,059 688 Total liabilities 235,122 43,181 Commitments and contingencies (Note 11) Stockholders’ equity Preferred stock, $ 0.01 par value; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.01 par value; 500,000,000 shares authorized, 111,677,771 and 72,068,059 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1,117 721 Additional paid-in capital 431,757 105,515 Accumulated deficit ( 231,265 ) ( 56,173 ) Accumulated other comprehensive income (loss) 2,542 ( 2,164 ) Total stockholders’ equity attributed to ASP Isotopes Inc. stockholders 204,151 47,899 Noncontrolling interests in consolidated subsidiaries 58,747 3,268 Total stockholders’ equity 262,898 51,167 Total liabilities and stockholders’ equity $ 498,020 $ 94,348 The accompanying notes are an integral part of these consolidated financial statements. 102 ASP Isotopes Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Revenue Product revenue $ 5,674 $ 3,944 Construction services revenue 18,175 — Collaboration revenue — 200 Total revenue 23,849 4,144 Cost of revenue 20,444 2,545 Gross profit 3,405 1,599 Operating expenses: Acquired in-process research and development 2,717 — Research and development 12,358 3,139 Selling, general and administrative 48,238 24,814 Total operating expenses 63,313 27,953 Loss from operations ( 59,908 ) ( 26,354 ) Other income (expense): Foreign exchange transaction (loss) gain ( 134 ) 70 Change in fair value of share liability ( 121 ) ( 132 ) Change in fair value of convertible notes payable ( 123,719 ) ( 6,875 ) Change in fair value of investments 17,932 — Interest income 6,790 1,238 Interest expense ( 575 ) ( 259 ) Other income 174 — Total other expense ( 99,653 ) ( 5,958 ) Loss before income tax expense ( 159,561 ) ( 32,312 ) Income tax expense ( 282 ) ( 111 ) Net loss before allocation to noncontrolling interests ( 159,843 ) ( 32,423 ) Less: Net income (loss) attributable to noncontrolling interests 15,249 ( 89 ) Net loss attributable to ASP Isotopes Inc. shareholders before deemed dividend on inducement warrant for common stock $ ( 175,092 ) $ ( 32,334 ) Deemed dividend on inducement warrant for common stock — ( 2,780 ) Net loss attributable to ASP Isotopes Inc. shareholders $ ( 175,092 ) $ ( 35,114 ) Net loss per share attributable to ASP Isotopes Inc. shareholders, basic and diluted $ ( 2.11 ) $ ( 0.63 ) Weighted average shares of common stock outstanding, basic and diluted 83,013,594 55,671,805 Comprehensive loss: Net loss before allocation to noncontrolling interests $ ( 159,843 ) $ ( 32,423 ) Foreign currency translation 4,706 ( 1,243 ) Total comprehensive loss before allocation to noncontrolling interests ( 155,137 ) ( 33,666 ) Less: Comprehensive income (loss) attributable to noncontrolling interests 15,659 ( 119 ) Comprehensive loss attributable to ASP Isotopes Inc. $ ( 170,796 ) $ ( 33,547 ) The accompanying notes are an integral part of these consolidated financial statements. 103 ASP Isotopes Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts) Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Shares Amount Capital (Loss) Income Deficit Interests Equity Balance as of December 31, 2023 48,923,276 $ 489 $ 40,567 $ ( 921 ) $ ( 23,839 ) $ 2,535 $ 18,831 Issuance of common stock, net of issuance costs of $ 3,648 16,554,250 $ 166 49,277 — — — 49,443 Issuance of common stock from warrant exercise 3,316,298 $ 33 5,805 — — — 5,838 Issuance of restricted common stock 2,523,554 $ 25 ( 25 ) — Issuance of common stock to consultants 60,000 $ 1 183 — — — 184 Issuance of common stock to board members 670,681 $ 7 ( 7 ) — — — — Retired unvested restricted shares ( 325,000 ) $ ( 3 ) 3 — — — — Settlement of liabilities with consultant 345,000 $ 3 1,152 — — — 1,155 Board fee liabilities settled with shares — $ — 240 — — — 240 Commission fee liability settled with cash and common stock warrant — — ( 1,007 ) — — — ( 1,007 ) Settlement of commission fee liability payable in common stock warrant — — 766 — — — 766 Stock-based compensation expense — — 8,561 — — — 8,561 Contribution from noncontrolling interest in VIE — — — — — 920 920 Distribution to noncontrolling interest of VIE — — — — — ( 98 ) ( 98 ) Foreign currency translation — — — ( 1,243 ) — — ( 1,243 ) Net loss — — — — ( 32,334 ) ( 89 ) ( 32,423 ) Balance as of December 31, 2024 72,068,059 721 105,515 ( 2,164 ) ( 56,173 ) 3,268 51,167 Issuance of common stock, net of issuance costs of $ 17,965 32,186,177 322 302,017 — — — 302,339 Issuance of common stock from warrant exercise 1,294,778 13 4,902 — — — 4,915 Issuance of common stock from cashless exercise of warrants 123,497 1 ( 1 ) — — — — Issuance of common stock from cashless exercise of options 1,337,245 14 ( 14 ) — — — — Issuance of common stock from cash exercise of options 3,000 — 6 — — — 6 Issuance of restricted common stock 4,275,967 43 ( 43 ) — Issuance of common stock to acquire One 30 Seven 266,113 2 2,558 — — — 2,560 Settlement of liabilities with consultant 122,935 1 793 — — — 794 Stock-based compensation expense — — 16,024 — — — 16,024 Fair value of noncontrolling interest at acquisition of Skyline — — — — — 19,762 19,762 Contribution from noncontrolling interest — — — — — 20,799 20,799 Distribution to noncontrolling interest of VIE — — — — — ( 402 ) ( 402 ) Foreign currency translation — — — 4,706 — 71 4,777 Net income (loss) — — — — ( 175,092 ) 15,249 ( 159,843 ) Balance as of December 31, 2025 111,677,771 $ 1,117 $ 431,757 $ 2,542 $ ( 231,265 ) $ 58,747 $ 262,898 The accompanying notes are an integral part of these consolidated financial statements. 104 ASP Isotopes Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 Cash flows from Operating activities Net loss $ ( 159,843 ) $ ( 32,423 ) Adjustments to reconcile net loss to cash used in operating activities: Foreign exchange transaction loss from intercompany — 42 Non cash in-process research and development 2,560 — Depreciation and amortization 1,912 471 Allowance for credit losses 58 — Loss on disposal of property and equipment — 2 Non cash interest income on note receivable ( 2,005 ) — Stock-based compensation 16,024 8,561 Convertible note payable for non-cash issuance costs — 622 Shares issued for non-cash consultant expense 673 1,314 Change in fair value of share liability 121 132 Change in fair value of convertible notes payable 123,719 6,875 Change in fair value of investments ( 17,932 ) — Change in right-of-use lease assets 676 473 Non-cash lease income ( 69 ) — Change in deferred taxes ( 45 ) ( 143 ) Changes in operating assets and liabilities, net of acquisition amounts: Accounts receivable ( 482 ) ( 506 ) Receivable from noncontrolling interest 28 — Inventories ( 315 ) ( 68 ) Prepaid expenses and other current assets ( 2,829 ) ( 1,357 ) Other noncurrent assets 1,220 ( 9 ) Accounts payable 782 ( 877 ) Accrued expenses 570 910 Operating lease liability ( 695 ) ( 427 ) Other current liabilities ( 1,908 ) ( 288 ) Net cash used in operating activities ( 37,780 ) ( 16,696 ) Cash flows from investing activities Purchases of property and equipment ( 9,654 ) ( 9,675 ) Purchases of short-term investments ( 47,745 ) — Cash advance paid for property and equipment — ( 1,697 ) Purchase of equity investments ( 27,995 ) — Principal collections from lease receivable 26 — Cash advance in exchanges for note receivable ( 30,000 ) — Cash received for acquisition of businesses, net of cash paid 4,574 — Net cash used in investing activities ( 110,794 ) ( 11,372 ) Cash flows from financing activities Proceeds from issuance of common stock 320,304 53,091 Payment of common stock issuance costs ( 17,965 ) ( 3,648 ) Payment of deferred issuance costs ( 169 ) — Proceeds from exercise of warrants 4,915 5,838 Proceeds from exercise of options 6 — Due to related parties 2,571 — Contributions from noncontrolling interest 20,799 — Proceeds from noncontrolling interest in VIE — 920 Proceeds from collection of receivable from noncontrolling interest in VIE — 707 Distribution to noncontrolling interest in VIE ( 402 ) ( 98 ) Proceeds from issuance of convertible notes payable 42,171 25,936 Proceeds from issuance of debt 15,506 501 Payments of principal portion of debt ( 15,758 ) ( 612 ) Payment of principal portion of finance leases ( 378 ) ( 101 ) Net cash provided by financing activities 371,600 82,534 Net change in cash and cash equivalents 223,026 54,466 Effect of exchange rate changes on cash and cash equivalents 647 ( 484 ) Cash and cash equivalents– beginning of year 61,890 7,908 Cash and cash equivalents– end of year $ 285,563 $ 61,890 The accompanying notes are an integral part of these consolidated financial statements. 105 ASP Isotopes Inc. Consolidated Statements of Cash Flows (in thousands) Supplemental cash flow information: Cash paid for taxes $ 79 $ — Supplemental disclosures of non-cash investing and financing activities: Derecognition of asset as a result of sales-type lease $ 370 $ — Lease receivable $ 393 $ — Purchase of property and equipment included in accounts payable $ 194 $ 795 Right-of-use assets obtained in exchange for operating lease liability $ 851 $ 364 Right-of-use assets obtained in exchange for financing lease liability $ 312 $ 539 Seller financed portion of investment in East Coast Nuclear Pharmacy $ 500 $ — Unpaid financing fees $ 1,613 $ — Deemed dividend on inducement warrant $ — $ 2,780 Purchase of property and equipment with bank loans $ — $ 2,021 Board fees settled with common stock $ — $ 240 Commission fee settled with common stock warrant $ — $ 766 The accompanying notes are an integral part of these consolidated financial statements. 106 ASP Isotopes Inc. Notes to Consolidated Financial Statements 1. Orga nization 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. 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. The Company is targeting initial commercial shipments of enriched C-14 in mid-2026. The Company is targeting initial commercial shipments of enriched Si-28 during the second quarter of 2026. The Company has also completed the commissioning phase and is producing commercial samples of highly enriched Yb-176 at 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 mid-2026 or 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 it 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 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. 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 liquified natural gas (“LNG”), both of which are produced from the natural gas 107 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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. Renergen’s principal asset is its 94.5 % equity ownership in Tetra4, which holds an onshore petroleum production right and is the entity developing the Virginia Gas Project. Liquidity The Company has experienced net losses and negative cash flows from operating activities since its inception. The Company incurred net losses of $ 159.8 million and $ 32.4 million for the years ended December 31, 2025 and 2024, respectively. On June 3, 2025, the Company sold 7,518,797 shares of its common stock in a registered direct offering at the offering price of $ 6.65 per share, for net proceeds of approximately $ 46.8 million, after deducting underwriting discounts and commissions and estimated offering expenses. On July 25, 2025, the Company raised an additional $ 56.3 million in net proceeds from issuing 7,500,000 shares of its common stock at a price of $ 8.00 per share. On October 16, 2025, the Company issued 17,167,380 shares of its common stock in a registered offering at the offering price of $ 12.25 per share, for net proceeds of approximately $ 199.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company currently expects that its cash and cash equivalents of $ 285.6 million and short-term investments of $ 47.7 million as of December 31, 2025 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 Basis of Presentation and Use of Estimates The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the Company’s 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 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, 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. Principles of Consolidation The Company’s consolidated financial statements include the accounts of ASP Isotopes Inc., its wholly-owned subsidiaries, the 80 % owned Enlightened Isotopes, the 78 % voting interest of Skyline, the 51 % owned PET Labs and the 42 % owned VIE ASP Rentals. All intercompany balances and transactions have been eliminated in consolidation. Currency and Currency Translation The 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 and Quantum Leap Energy South Africa is the South African Rand. The functional currency of the 80 % owned Enlightened Isotopes, the 51 % owned PET Labs and the 42 % owned VIE ASP Rentals is the South African Rand. The functional currency of the 78 % owned 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. 108 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Concentration of Credit Risk and other Risks Cash balances are maintained at U.S. financial institutions and may exceed the Federal Deposit Insurance Corporation 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 the years ended December 31, 2025 and 2024. The Company's foreign subsidiaries held cash of approximately $ 9.6 million and $ 1.5 million as of December 31, 2025 and 2024, respectively, which is included in cash and cash equivalents on the consolidated balance sheets. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to indefinitely reinvest our foreign cash outside of the U.S. If we were to repatriate foreign cash to the U.S., we 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 sheet as December 31, 2025 and 2024 (in thousands). As of December 31, 2025 As of December 31, 2024 Accounts Receivable % of Total Accounts Receivable Accounts Receivable % of Total Accounts Receivable Customer A $ — 0 % $ 200 28 % Customer B $ — 0 % $ 145 20 % Customer C $ 2,327 13 % $ — — Customer D $ 4,082 23 % $ — — Customer E $ 5,044 28 % $ — — Customer F $ 3,234 18 % $ — — Although the Company is directly affected by the financial condition of its customers, management does not believe significant credit risks exist at December 31, 2025. Generally, we do not require collateral or other securities to support its accounts receivable. There were two customers in the construction services segment representing $ 7.7 million and $ 3.3 million, or 32.2 % and 13.7 %, respectively, o f the Company's consolidated revenues for the year ended December 31, 2025 . Revenues from one customer of the Company’s specialist isotopes and related services segment represent approximately 14 % or $ 592,000 the Company’s consolidated revenues. for the year ended December 31, 2024 . 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 $ 267.4 million in cash equivalents as of December 31, 2025 . The Company had no cash equivalents as of December 31, 2024 . 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. 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 109 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 share liability (Note 16) is measured at Level 1 fair value on a recurring basis. The Company’s convertible notes payable (Note 9) is measured as a Level 3 fair value on a recurring basis Equity 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 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. The Company's equity method investments include the Company's investment in Skyline's joint ventures with KC-Glory JV, KC-Geotech JV and KC-CRFG JV. Under the equity method, the Company initially records the investment at cost 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. 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 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 and Skyline’s investment in Reemag LLC ("Reemag") and a company in the critical minerals space. If the Company determines that an impairment is other-than-temporary, it recognizes a loss equal to the difference between the investment’s carrying amount and its fair value. Equity method investments and investments at cost are included in “Equity 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 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, current market conditions, and reasonable and supportable forecasts of future economic conditions. Bad debts are written off against the allowance when identified. There was $ 0.1 million and no allowance for expected credit losses a s of December 31, 2025 and 2024 , respectively. 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 December 31, 2025 and 2024 were as follows (in thousands): 110 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) December 31, 2025 December 31, 2024 Raw material $ 484 $ 66 Work in process 614 — Finished goods — — Total inventories $ 1,098 $ 66 No significant write-downs to net realizable value or reversals of write-downs occurred in the years ended December 31, 2025 and 2024 . 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 is recorded using the straight-line 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. 111 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Goodwill and 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 Skyline and ECNP acquisitions. The Company uses the straight-line method of amortization for identifiable intangible assets with definite lives. 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” or “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. 112 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 did no t recognize any impairment losses for the years ended December 31, 2025 and 2024 . Secured Borrowing Transfers of financial assets are accounted for under Accounting Standards Codification (ASC) 860, "Transfers and Servicing." The accounting treatment under ASC 860 depends on whether the transfer qualifies as a sale or a secured borrowing. A transfer is recognized as a sale only if the assets are legally isolated from the transferor, the transferee has the unrestricted right to pledge or exchange the assets, and the transferor does not retain effective control through repurchase agreements or other arrangements. When the transfer qualifies as a sale, the financial assets are derecognized from the transferor's balance sheet, and any resulting gain or loss on the sale is recognized in other income. In certain transactions, servicing responsibilities may be retained, which would represent continuing involvement. If the criteria for sale accounting are not met, the transaction is accounted for as a secured borrowing and the financial assets remain on the transferor's balance sheet. In August 2025, the Company acquired Skyline (Note 14). Skyline previously entered into a discounting and factoring agreement to sell its customers’ accounts receivable on a recourse basis to a third-party financial institution. The aggregate amount available under the agreement is $ 3.0 million as of December 31, 2025. This transaction is accounted for as a secured borrowing and the accounts receivable remain on the Company’s consolidated balance sheets. Since the Skyline acquisition date through December 31, 2025, there wer e no accounts receivable designated as sold and derecognized. 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. 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. 113 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The Company enters into revenue generating transactions with radiopharmacy companies that include payment for delivery of nuclear medical doses for PET scanning in South Africa. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company’s collaboration revenue relates to TerraPower LLC ("TerraPower") (Note 10). At contract execution, the Company analyzes its collaborative arrangements and license agreements to assess whether both parties are active participants in the activities and are exposed to significant risks and rewards and therefore are within the scope of ASC 808, Collaborative arrangements (“ASC 808”). ASC 808 does not address the recognition and measurement of payments from collaborative arrangements and instead refers companies to use other authoritative accounting literature. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration reflect a vendor-customer relationship and therefore are within the scope of ASC 606, Revenue from Contracts with Customers. When the Company determines elements of a collaboration agreement do not reflect a vendor-customer relationship, the Company consistently applies a reasonable and rational policy election made by analogizing to authoritative accounting literature. The Company evaluates the income statement classification for presentation of amounts due from or owed to other participants in a collaboration arrangement based on the nature of each separate activity. In August 2025, the Company acquired Skyline (Note 14). Skyline performs public civil engineering works, including road and drainage works, under master construction agreements and other contracts with customer-specified requirements. These construction services are provided solely for the benefit of the Company’s customers, as the assets being created or maintained are controlled by them, and the services Skyline provide have no alternative use. The performance obligation is satisfied when control of the promised goods or services is transferred to the customer over time, aligning with the ongoing services provided, with customers simultaneously receiving and benefiting from Skyline’s work. Contracts which include construction services are generally accounted for as a single deliverable (a single performance obligation). Skyline has not bundled any goods or services that are not considered distinct. Revenue from public civil engineering works is recognized over time, using the output method based on surveys of completed work. These surveys are certified by architects, surveyors, or other customer-appointed representatives, or are estimated with reference to the progress payment applications submitted by Skyline to the customer. Skyline’s cost of revenue is primarily comprised of the subcontracting costs, staff costs and materials costs. These costs are expensed as incurred. As part of ongoing work orders, Skyline may advance payments to subcontractors primarily due to projects that necessitate substantial cash flows for the procurement of materials required to achieve milestone and the set up of new work stages, which is included in prepaid expenses and other current assets. The cost of revenue associated with these advances is recognized upon the completion of the respective milestones and work stages, in accordance with Skyline ’s revenue recognition policy. Skyline has enforceable rights to consideration from customers for the provision of roads and drainage services. Contract assets arise when Skyline has performed work under these contracts but has not yet received certification from independent surveyors appointed by customers. These assets represent Skyline ’s right to consideration for work completed but not yet billable. Skyline classifies these assets within “Prepaid expenses and other current assets” and ‘Other noncurrent assets’ on Skyline ’s consolidated balance sheets. Contract assets are converted to accounts receivable on an ongoing basis upon certification surveyors. Retention receivables, included in contract assets, represent the amounts withheld from billings pursuant to provisions in the contracts and may not be paid until the completion of specific tasks or the completion of the project. Retention receivables may also be subject to restrictive conditions such as performance guarantees. When consideration is received from a customer prior to transferring goods or services to the customer under the terms of a construction contract, a contract liability is recorded. The Company classifies these liabilities within “Other current liabilities” on the Company’s consolidated balance sheets. Contract liabilities are recognized as revenue after control of the goods and services are transferred to the customer and all revenue recognition criteria have been met. 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. 114 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 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 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 and Skyline's operations. The Company follows the provisions of ASC 740-10, Uncertainty in Income Taxes, or ASC 740-10. The Company has no t 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 is no unrecognized benefit since the date of adoption. The Company has no t 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, Hong Kong 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 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. 115 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 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 Company does not expect the adoption of this standard to have a material effect on the consolidated financial results. 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. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard prospectively on January 1, 2025, which expanded the Company's disclosures beginning with its annual consolidated financial statements for the year ended December 31, 2025 , but did not have an impact on the consolidated financial results. 3. Short-term Investments The Company had no held-to-maturity investments as of December 31, 2024. A summary of the Company’s held-to-maturity investments as of December 31, 2025 consisted of the following (in thousands): Year Ended December 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities - mature April 2026 $ 47,745 $ 32 $ — $ 47,777 Total $ 47,745 $ 32 $ — $ 47,777 There is no allowance for credit losses in short-term investments at 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 $ 199.3 million and $ 33.4 million as of December 31, 2025 and 2024, 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 116 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 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 a limited liability company engaged in the critical minerals space . The Company initially measured the investment at cost in October 2025. In December 2025, this company completed a 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 $ 17.3 million within Other income (expense). The resulting carrying value of this investment is $ 37.3 million as of December 31, 2025. Because the valuation incorporates significant unobservable inputs, the investment is classified as a Level 3 fair value measurement. There were no transfers among Level 1, Level 2 or Level 3 categories in the year ended December 31, 2025. 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 December 31, 2025 is as follows (in thousands): Year Ended December 31, 2025 Carrying Value Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury securities $ 47,745 $ — $ 47,745 $ — Other investments (ASC 321) 45,979 — — 45,979 Total $ 93,724 $ — $ 47,745 $ 45,979 Liabilities: Convertible notes payable 199,323 — — 199,323 Total $ 199,323 $ — $ — $ 199,323 The Company had no U.S. Treasury securities as of December 31, 2024. 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): Other Investments Convertible Notes Payable Balance as of December 31, 2023 $ — $ — Fair value at issuance — 26,558 Fair value adjustment — 6,875 Balance as of December 31, 2024 — 33,433 Fair value at issuance 28,047 42,171 Fair value adjustment 17,932 123,719 Balance as of December 31, 2025 $ 45,979 $ 199,323 5. Revenue and Segment Information In connection with our acquisition of 51 % ownership of PET Labs in October 2023, the Company manufactures and sells nuclear medical doses for PET scanning in South Africa. In August 2025, the Company acquired a 79 % voting interest of Skyline, a Hong Kong-based company that generates revenue primarily through the provision of civil engineering services, including road and drainage construction for public infrastructure projects. The following table presents revenue from continuing operations disaggregated by geography based on the Company’s locations (in thousands): 117 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Year Ended December 31, Segment 2025 2024 South Africa $ 4,822 $ 4,144 Hong Kong 18,175 — United States 852 — Total Revenue $ 23,849 $ 4,144 The following tables present changes in the Company’s accounts receivable for the years ended December 31, 2025 and 2024 (in thousands): Balance as of December 31, 2024 Additions Deductions Balance as of December 31, 2025 Accounts receivable $ 707 $ 42,133 $ ( 24,958 ) $ 17,882 Balance as of December 31, 2023 Additions Deductions Balance as of December 31, 2024 Accounts receivable $ 217 $ 4,144 $ ( 3,654 ) $ 707 Prior to the acquisition of Skyline, the Company did no t recognize any contract assets or contract liabilities. Upon completion of the acquisition, the Company assumed a contract asset balance of $ 1.7 million and a contract liability balance of $ 2.0 million (Note 14). As of December 31, 2025, contract assets, which are included in prepaid expenses and other current assets and other noncurrent assets on the consolidated balance sheets, consisted of the following (in thousands): Contract Assets Retention receivables of construction contracts at acquisition date of Skyline $ 1,900 Add: Unbilled revenue of construction contracts 486 Less: Allowance for expected credit losses ( 58 ) Total 2,328 Less: Contract assets, noncurrent ( 1,268 ) Contract assets, current $ 1,060 As of December 31, 2025, contract liabilities, which are included in other current liabilities on the consolidated balance sheets, consisted of the following (in thousands): Contract Liabilities Balance as of acquisition date of Skyline $ 1,967 Decrease as a result of recognizing revenue during the period ( 2,340 ) Increase as a result of billings in advance of performance obligations under contracts 969 Foreign exchange impact 276 Balance as of December 31, 2025 $ 872 118 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Segment Information Beginning in 2024, primarily as a result of increased business activities of its subsidiary, Quantum Leap Energy LLC, the Company had two 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 has three operating segments: (i) nuclear fuels, (ii) specialist isotopes and related services, and (iii) construction services. 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. 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 PET Labs and ECNP. The construction services segment is focused on public civil engineering services in Hong Kong, such as road and drainage works which includes construction of footway, drain, ducts, and pipelines. In executing these projects, the Company may be required to perform a range of activities including to (i) clear the construction site and make demolition of existing structures; (ii) install concrete and reinforcing steel bars; (iii) conduct excavation, deposition, disposal and compaction of fill material; and (iv) plant trees, plants, irrigation system and general establishment works. The Company’s chief operating decision maker (“CODM”) is its chief executive officer . The segment revenue and segment net loss is regularly reviewed by the CODM in deciding how to allocate resources. Prior to the acquisition of Skyline, the Company managed assets on a total company basis, not by operating segment, as the assets were shared or commingled. After the acquisition of Skyline, 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 consolidated financial statements as of December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Segment assets: Specialist isotopes and related services $ 323,690 $ 71,771 Nuclear fuels 94,252 22,577 Construction services 80,078 — Total assets $ 498,020 $ 94,348 Select information from the consolidated statements of operations and comprehensive loss as of the years ended December 31, 2025 and 2024 is as follows (in thousands): Revenues Net Income (Loss) Before Allocation to Noncontrolling Interest Year Ended December 31, Year Ended December 31, Segment 2025 2024 2025 2024 Specialist isotopes and related services $ 5,674 $ 3,944 $ ( 33,259 ) $ ( 21,542 ) Nuclear fuels — 200 ( 144,125 ) ( 10,881 ) Construction services 18,175 — 17,541 — $ 23,849 $ 4,144 $ ( 159,843 ) $ ( 32,423 ) 119 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 the years ended December 31, 2025 and 2024, is as follows (in thousands): Year Ended December 31, 2025 Specialist isotopes and related services Nuclear fuels Construction services Total Sales from external customers $ 5,674 $ — $ 18,175 $ 23,849 Less: cost of sales ( 4,047 ) — ( 16,397 ) ( 20,444 ) Segment gross profit 1,627 — 1,778 3,405 Personnel expenses 20,515 9,058 196 29,769 Professional fees 8,680 6,372 586 15,638 Other segment expenses 12,754 4,506 646 17,906 Segment operating loss ( 40,322 ) ( 19,936 ) 350 ( 59,908 ) Foreign exchange transaction loss ( 131 ) ( 3 ) — ( 134 ) Change in fair value of share liability ( 121 ) — — ( 121 ) Change in fair value of convertible notes payable 1,500 ( 125,219 ) — ( 123,719 ) Change in fair value of investments 580 — 17,352 17,932 Interest income (expense), net 5,430 1,033 ( 248 ) 6,215 Other income 6 — 168 174 Income (loss) before income tax expense $ ( 33,058 ) $ ( 144,125 ) $ 17,622 $ ( 159,561 ) Year Ended December 31, 2024 Specialist isotopes and related services Nuclear fuels Corporate Total Sales from external customers $ 3,944 $ — $ — $ 3,944 Collaboration revenue — 200 — 200 Less: cost of sales ( 2,545 ) — — ( 2,545 ) Segment gross profit 1,399 200 — 1,599 Personnel expenses 12,393 1,197 — 13,590 Professional fees 6,108 1,632 — 7,740 Other segment expenses 4,795 1,828 — 6,623 Segment operating loss ( 21,897 ) ( 4,457 ) — ( 26,354 ) Foreign exchange transaction gain — — 70 70 Change in fair value of share liability — — ( 132 ) ( 132 ) Change in fair value of convertible notes payable — ( 6,875 ) — ( 6,875 ) Interest income (expense), net 528 451 — 979 Loss before income tax expense $ ( 21,369 ) $ ( 10,881 ) $ ( 62 ) $ ( 32,312 ) 120 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 6. Property and Equipment Property and equipment as of December 31, 2025 and 2024 consisted of the following (in thousands): Useful Lives (Years) December 31, 2025 2024 Construction in progress — $ 4,950 $ 13,970 Tools, machinery and equipment 3 - 10 7,916 5,899 Plant 10 21,291 2,269 Computer equipment 3 - 4 332 145 Vehicles 5 909 292 Software 5 613 2 Office furniture 7 - 10 303 147 Leasehold improvements Lesser of estimated useful life or the remaining lease term 137 116 Property and equipment, at cost 36,451 22,840 Less accumulated depreciation ( 2,999 ) ( 486 ) Property and equipment, net $ 33,452 $ 22,354 The Company has three plants in Pretoria, South Africa: a C-14 plant, a multi-isotope plant and a laser isotope separation plant using QE technology. The multi-isotope plant and the laser isotope separation plant were completed in March 2025 and depreciation began in April 2025. The C-14 plant was completed in June 2024 and depreciation began in July 2024. As of December 31, 2024, costs incurred for the multi-isotope plant and the laser isotope separation plant were considered construction in progress because the work was not complete. Depreciation expense was $ 1.7 million and $ 0.5 million for the years ended December 31, 2025 and 2024, respectively. Depreciation expense included as part of inventory costs was $ 0.6 million for the year ended December 31, 2025 . 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 2024 Advances to subcontractors and suppliers $ 7,396 $ — Advertising 203 — Contract assets 1,060 — Value-added tax refund receivable 763 1,575 Insurance 1,982 — Deposits 1,305 — Other 1,135 1,478 Total prepaid expenses and other current assets $ 13,844 $ 3,053 8 . Accrued Expenses Accrued expenses as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 2024 Accrued professional $ 1,306 $ 672 Accrued salaries and other employee costs 3,579 1,584 Accrued other 1,339 20 Total accrued expenses $ 6,224 $ 2,276 9. Debt Debt consisted of the following as of December 31, 2025 and 2024 (in thousands): 121 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) December 31, 2025 2024 Promissory note $ 106 $ 409 Motor vehicle and equipment loans 1,949 1,971 Revolving credit facility 7,756 — Secured term loans 691 — Receivables financing facility (secured borrowing) 2,955 — Other borrowings 899 — Total debt 14,356 2,380 less current portion of debt ( 12,885 ) ( 939 ) Long term portion of debt $ 1,471 $ 1,441 There is no material covenant stated for all debt outstanding. 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 During 2021, the Company executed a promissory note payable with an aggregate principal balance of $ 33,500 ( 25,000 GBP). The note was due after a period of two months, followed by mutually agreed upon monthly extensions, and does not bear interest. This note was paid in full on April 2, 2025. As of December 31, 2025 and 2024 , this promissory note payable balance was $ 0 and $ 31,380 , respectively. In November 2024, the Company executed a promissory note payable with a finance company to fund its directors and officers’ insurance policy for $ 0.5 million. This note bears interest at an annual rate of 8.45 % with seven monthly payments beginning in December 2024 . The note was repaid in full in June 2025. In November 2023, the Company executed a promissory note payable with a finance company to fund its directors and officers' insurance policy for $ 0.5 million. This note bore interest at an annual rate of 8.74 % with six monthly payments beginning in December 2023 . The note was repaid in full in May 2024. For the years ended December 31, 2025 and 2024 , the Company recorded interest expense of $ 9,378 and $ 17,872 , respectively. As of December 31, 2025 and 2024 , the promissory note payable balance was $ 0 and $ 0.4 million, respectively. 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 December 31, 2025 , this promissory note payable balance was $ 0.1 million. Motor Vehicle and Equipment Loans Periodically, the Company enters into loans to purchase motor vehicles and certain equipment. For the year ended December 31, 2025 , the Company entered into new loans totaling $ 0.3 million. For the year ended December 31, 2024, the Company entered into loans totaling $ 2.0 million. These loans are secured by the underlying assets included in property and equipment. The loans have variable interest rates ranging from 9.9 % to 11.75 % and mature from September 2028 to March 2030 . Minimum monthly payments total $ 55,418 . For the years ended December 31, 2025 and 2024, interest expense under the outstanding loans was $ 0.2 million and $ 70,975 , respectively . As of December 31, 2025 and 2024 , motor vehicle and equipment loans totaled $ 1.9 million and $ 2.0 million, respectively. Revolving Credit Facilities Skyline has several secured revolving credit facilities to provide working capital with total commitments of up to $ 7.8 million (HK$ 64.6 million) with maturities ranging from March 2026 through March 2030 . Since the credit facilities contain a repayment on demand clause, they are included in debt - current in the consolidated balance sheets . These credit facilities bear interest at an annual interest rate indexed to Hong Kong Interbank Offered Rate (“HIBOR”) ranging from 4.53 % to 6.21 %. The credit facilities are secured by personal guarantees from Mr. Ngo Chiu Lam (director of Skyline) and Mr. Wong Chak Lam (a former employee of Skyline) and the entire life insurance policy from Mr. Ngo Chiu Lam and Mrs. Po Lok Sze (Mr. Ngo Chiu Lam’s wife) . The cash surrender value is $ 1.4 million as of date of transfer to bank in March 2025. As of December 31, 2025 , the outstanding principal balance on these credit facilities was approximately $ 7.8 million with a weighted average interest of 5.79 %. For the year ended December 31, 2025 , interest expense under the credit facilities was $ 0.2 million. There was no interest expense from credit facilities for the year ended December 31, 2024. Secured Term Loans Skyline has several term loans with original principal amount of $ 1.2 million (HK$ 9.0 million), with maturity ranging from April 2031 through June 2033 . Since the term loans contain a repayment on demand clause, they are included in debt - current in 122 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) the consolidated balance sheets . The term loans bear interest at an annual interest rate of HSBC Prime Lending Rate minus 2.25 %. As of December 31, 2025 , the outstanding principal balance on these term loans were $ 0.7 million with a weighted-average interest rate of 3 %. The term loans are secured by Mr. Ngo Chiu Lam. For the year ended December 31, 2025 , interest expense under the term loans was approximately $ 7,000 . There was no interest expense from term loans for the year ended December 31, 2024. Receivables financing facility (secured borrowing) Skyline maintains a receivables financing facility with a maximum borrowing capacity of $ 3.0 million (HK$ 23.0 million). Under the facility, Skyline pledges certain trade receivables as collateral and may obtain advances up to the lesser of the facility limit or the borrowing base. The arrangement does not meet the criteria for sale accounting under ASC 860 and is accounted for as a secured borrowing. Accordingly, the pledged receivables remain in trade receivables, and advances are recorded as receivables financing facility within debt. The interest rate for the factoring agreement is 2 % per annum over 1-month HIBOR on such day. The loan is repayable 90 days from the date of drawdown and secured by personal guarantees from Mr. Ngo Chiu Lam and Mr. Wong Chak Lam. As of December 31, 2025 and December 31, 2024, outstanding borrowings under the facility were $ 3.0 million and $ 0 , respectively. The weighted-average interest rate on outstanding borrowings was 4.71 %. Trade receivables pledged as collateral totaled $ 3.0 million (Note 2). Borrowings and repayments under the receivables financing facility are presented as financing activities in the consolidated statements of cash flows. Interest and service charge are included within “Interest expense” in the consolidated statements of operations. For the year ended December 31, 2025 , interest expense under the receivable financing facility was approximately $ 46,000 . There was no interest expense from receivable financing facility for the year ended December 31, 2024. Other Debt Skyline has an export invoice finance facility for borrowing against outstanding accounts receivables in an aggregate amount not to exceed $ 0.9 million (HK$ 7.0 million). The loan is secured by an assignment of receivables. The interest rate for the export invoice finance facility is 12 % per annum. The loan is repayable 9 months from the date of drawdown. As of December 31, 2025 , the outstanding principal balance on the export invoice finance facility was $ 0.9 million. For the year ended December 31, 2025 , interest expense under the export invoice finance facility was approximately $ 49,000 . There was no interest expense from the export invoice finance facility for the year ended December 31, 2024. Scheduled maturities of the Company’s debt as of December 31, 2025 are as follows (in thousands): 2026 $ 12,885 2027 529 2028 555 2029 383 2030 4 Thereafter — Total notes payable $ 14,356 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. Issuance costs paid in cash totaling $ 0.5 million and the value of the note issued upon issuance to the placement agent were expensed in selling, general and administrative costs in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024. 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 and was expensed in selling, general and administrative costs in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024. 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 an annual interest rate of 6 % through March 7, 2025 and 8 % thereafter. Upon a qualified financing event the 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. 123 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The 2024 Convertible Notes were recorded on the consolidated balance sheet at their fair values. The fair value of the March Convertible Notes on the date of issuance was $ 21.1 million. The fair value of the June Convertible Notes on the date of issuance was $ 5.5 million. 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 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, a related party, 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 December 31, 2025 has been determined to be $ 199.3 million. The resultant change in fair value of the 2024 Convertible Notes and 2025 Convertible Notes for the years ended December 31, 2025 and 2024 was $ 123.7 million and $ 6.9 million, respectively, and has been recorded in other income and expense in the consolidated statement of operations and comprehensive loss. As of December 31, 2025, the total principal and accrued interest of the Convertible Notes is $ 221.9 of which $ 2.0 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 December 31, 2025 and 2024 . 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. 124 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Under the Purchase Agreement, the Company has 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 million in January 2025 and December 2025, respectively, The Initial Sale Shares have been 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 Limited (“Renergen”) an entity in South Africa listed on the Johannesburg Stock Exchange (“JSE”) and the Australian Stock Exchange. 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 us, and the Renergen Ordinary Shares were delisted from the JSE, the Australian Securities Exchange and the A2X (Note 21). In addition, the Company entered into a loan agreement with Renergen ("Renergen Loan") in which a total of $ 30.0 million will be provided by the Company in periodic payments 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 and bears interest at the South African Prime Rate which is currently 10.50 %. 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. Interest income accrued under the Renergen Loan was $ 2.0 million for the year ended December 31, 2025. 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 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 125 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 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 Securities Exchange Act of 1934 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 Securities Exchange Act of 1934, 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 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 Hong Kong for office, manufacturing and laboratory space. Dr. Gerdus Kemp, an officer of PET Labs and an employee of ASP Guernsey, is the sole owner of a leased office and production facility in Pretoria, 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): Year Ended December 31, 2025 2024 Operating Lease Cost Operating lease cost $ 830 $ 664 Other Information Operating cash flows paid for amounts included in the measurement of lease liabilities $ 797 $ 645 Operating lease liabilities arising from obtaining right-of -use assets $ 851 $ 364 Weighted average remaining lease term (years) 3.18 3.61 Weighted average discount rate 8.62 % 9.83 % 126 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Future lease payments under noncancelable operating lease liabilities are as follows as of December 31, 2025 (in thousands): Operating Leases Future Lease Payments 2026 $ 711 2027 582 2028 262 2029 164 2030 176 Thereafter — Total lease payments $ 1,895 Less: imputed interest ( 252 ) Total operating lease liabilities $ 1,643 Less current portion ( 584 ) Operating lease liabilities - noncurrent $ 1,059 The Company records the expense from short term leases as incurred. The Company recorded lease expense from its short term leases of $ 128,686 and $ 31,746 for the years ended December 31, 2025 and 2024, respectively. Financing leases The Company is party to several ongoing finance leases in South Africa and Hong Kong for vehicles and equipment. Some of these finance leases include arrangements with variable interest rates indexed to the prime interest rate in South Africa. The variable interest expense was $ 1,798 and $ 0 for the years ended December 31, 2025 and 2024, respectively. 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): Year Ended December 31, 2025 2024 Finance Lease Cost Interest on lease liabilities $ 86 $ 69 Other Information Operating cash flows paid for amounts included in the measurement of finance lease liabilities $ 148 $ 101 Amortization of right-of-use assets $ 124 $ 43 Weighted average remaining lease term (years) 3.6 4.4 Weighted average discount rate 13.1 % 13.1 % Future lease payments under noncancelable finance lease liabilities are as follows as of December 31, 2025 (in thousands): Finance Leases Future Lease Payments 2026 $ 241 2027 235 2028 194 2029 75 2030 25 Thereafter 49 Total lease payments $ 819 Less: imputed interest ( 181 ) Total lease liabilities $ 638 Less current portion ( 167 ) Finance lease liabilities - noncurrent $ 471 127 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Lease receivable The Company leases certain equipment to customers under sales-type leases and records the leases within lease receivables on the Company’s consolidated balance sheets and records interest income in the Company’s 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): December 31, 2025 Total undiscounted cash flows $ 1,099 Present value discount ( 657 ) Net investment in sales-type leases $ 442 Less current portion $ ( 16 ) Net investment in sales-type leases - noncurrent $ 426 Future minimum lease payments to be collected under sales-type leases, excluding lease payments that are not fixed and determinable, as of September 30, 2025 are as follows (in thousands): Sales-type Leases Future Lease Payments To Be Collected 2026 $ 113 2027 113 2028 113 2029 113 2030 112 Thereafter 535 Total undiscounted cash flows $ 1,099 Interest income recognized from sales-type leases for the year ended December 31, 2025 was $ 68,868 . 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. 128 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) For the year ended December 31, 2024 , $ 0.2 million has been recognized as collaboration revenue in the consolidated statements of operations and comprehensive loss. No collaboration revenue was recognized during 2025. 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, Goodwill and Intangible Assets The Company accounts for business combinations in accordance with ASU No. 2015-16, 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 Pharmaceuticals 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. The balance as of December 31, 2024 was $ 1.2 million and is recorded in other current liabilities on the consolidated balance sheet. There is no 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 December 31, 2025. 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. ASP Rentals In December 2023, ASP South Africa entered into a Shareholders Agreement (“ASP Rentals Shareholders Agreement”) with ASP Rentals, a newly formed equipment financing service provider formed for the sole purpose of providing financing to ASP South Africa for its significant asset purchases in South Africa. In accordance with the terms of the ASP Rentals Shareholders Agreement, ASP Rentals issued 24 % of its capital stock to ASP South Africa for total consideration of ZAR 3.3 million (which at the exchange rate as of December 31, 2023 was $ 0.2 million) and the remaining 76 % of its capital stock was issued to two third party entities for combined consideration of ZAR 13.2 million (which at the exchange rate as of December 31, 2023 was $ 0.7 million). In June 2024, ASP Rentals issued additional capital stock to support additional financing to ASP South Africa and PET Labs. Per the terms of the ASP Rentals Shareholder Agreement, ASP Rentals issued 20 % of the new capital to ASP South Africa for total consideration of ZAR 3.7 million (which at the exchange rate as of June 30, 2024 was $. 0.2 million) and the remaining 80 % of the 129 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) new capital to one of the two original third party entities for a combined consideration of ZAR 18.4 million (which at the exchange rate as of June 30, 2024 was $ 1.0 million). In August 2024, ASP Rentals issued additional capital stock to support additional financing to PET Labs. Per the terms of the ASP Rentals Shareholder Agreement, ASP Rentals issued 20 % of the new capital to ASP South Africa for total consideration of ZAR 0.4 million (which at the exchange rate as of August 23, 2024 was $ 21,421 ) and the remaining 80 % of the new capital to one of the two original third party entities for a combined consideration of ZAR 1.8 million (which at the exchange rate as of August 23, 2024 was $ 0.1 million). In December 2024, ASP Rentals issued additional capital stock to support additional financing to ASP South Africa. Per the terms of the ASP Rentals Shareholder Agreement, ASP Rentals issued 20 % of the new capital to ASP South Africa for total consideration of ZAR 0.1 million (which at the exchange rate as of December 31, 2024 was $ 6,889 ) and the remaining 80 % of the new capital to one of the two original third party entities for a combined consideration of ZAR 0.7 million (which at the exchange rate as of December 31, 2024 was $ 35,746 ). As a result of the additional financings in 2024, ASP South Africa now controls 42 % of ASP Rentals. In addition to issuance of these shares, future ASP South Africa and PET Labs equipment purchases may also be financed by ASP Rentals through the issuance of additional shares. ASP South Africa will only be entitled to dividend distributions upon the two third party entities receiving a designated return on their investment. In conjunction with the ASP Rental Shareholders Agreement, ASP South Africa and PET Labs have both entered into an Asset Sale Agreement and an Asset Rental Agreement with ASP Rentals in order to facilitate the financing of equipment recently purchased by ASP South Africa and PET Labs. As a result of the transactions contemplated by these agreements, collectively, ASP Rentals is considered a variable interest entity. In addition, since the only function of ASP Rentals is to provide financing to ASP South Africa and PET Labs, ASP Isotopes is considered to be the primary beneficiary of ASP Rentals. Therefore, ASP Rentals has been consolidated in accordance with ASC 810. Skyline Builders Group Holding Ltd. In August 2025, Skyline closed a private placement (the “Skyline Private Placement”) pursuant to which Skyline issued and sold (i) 1,359,314 Class A Ordinary Shares, (ii) prefunded warrants to purchase 22,990,000 Class A Ordinary Shares, at an exercise price of $ 0.0001 per share (“Prefunded Warrants”) (iii) Class A Ordinary Share Purchase Warrant As to purchase up to 24,349,314 Class A Ordinary Shares, at an exercise price of $ 0.60 per share (“A Warrants”), (iv) Class A Ordinary Share Purchase Warrant Bs to purchase up to 24,349,314 Class A Ordinary Shares, at an exercise price of $ 0.65 per share (“B Warrants” and together with the Prefunded Warrants and A Warrants, “Warrants”), and (v) placement agent warrants to purchase 1,947,945 Class A Ordinary Shares issued to the placement agents of the Private Placement as compensation. Skyline received aggregate gross proceeds of $ 17.8 million from the Private Placement, before deducting fees and offering expenses. Approximately $ 7.0 million of the proceeds from the Private Placement was used to retire 18,500,000 Class A Ordinary Shares owned by Supreme Development (BVI) Holdings Limited, Skyline’s previous controlling shareholder. 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 $ 1,000,000 ("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 per share, for the aggregate purchase price of $ 1.5 million ("Skyline Purchase Agreement"). In addition, on August 29, 2025, Paul Mann, Executive Chairman of the Company and Chairman of the Board of Managers of QLE, purchased, as an individual investor: (i) 454,657 Class A Ordinary Shares, (ii) Prefunded Warrant to purchase 2,970,000 Class A Ordinary Shares, (iii) A Warrant to purchase 3,424,657 Class A Ordinary Shares, and (iv) B Warrant to purchase 3,424,657 Class A Ordinary Shares, for the aggregate purchase price of $ 2.5 million, pursuant to the Purchase Agreement. Further, on October 28, 2025, Mr. Mann purchased, as an individual investor: (i) 727,272 Class A Ordinary Shares and (ii) A Warrant to purchase 727,272 Class A Ordinary Shares. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of Skyline, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of Skyline. Currently there is no mechanism in which Class A Ordinary Shares are convertible into Class B Ordinary Shares. Currently there is no mechanism in which Class B Ordinary Shares are convertible into Class A Ordinary Shares. On the acquisition date, QLE became the holder of 79.14 % of the aggregate voting power represented by all of Skyline's outstanding Class A ordinary shares and Class B ordinary shares and thereby gaining control over Skyline. Skyline is a holding company, and its operations are conducted through its wholly owned operating subsidiary, Kin Chiu 130 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Engineering 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. Effective September 18, 2025, Dr. Ryno Pretorius, Chief Executive Officer of QLE LLC, was appointed as an independent director of Skyline. In addition, an employee of ASP Isotopes was appointed as an independent director of Skyline. On November 5, 2025, the board of directors of Skyline appointed Paul E. Mann (Executive Chairman of the Company and Chairman of the Board of Managers of QLE) as Executive Chairman of Skyline, effective January 1, 2026. In connection with his appointment, Skyline entered into an executive employment agreement with Mr. Mann, effective January 1, 2026. Effective March 31, 2026, the employee of ASP Isotopes that held one of the director positions was replaced by an independent director. The following table summarizes the consideration transferred to acquire Skyline and the amounts of identified assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in Skyline at the acquisition date (in thousands): Fair value of business combination Cash consideration $ 2,500 Identifiable assets acquired and liabilities assumed Cash and cash equivalents 9,033 Accounts receivable 16,042 Prepaid expenses and other current assets 7,265 Property and equipment, net 179 Operating lease right-of-use asset, net 89 Identifiable intangible assets 1,230 Equity method investments 1,321 Other non-current assets 4,245 Accounts payable ( 2,287 ) Debt - current ( 11,951 ) Finance lease liabilities - current ( 18 ) Operating lease liabilities - current ( 75 ) Due to related parties ( 1,582 ) Other current liabilities ( 4,444 ) Deferred tax liabilities ( 138 ) Other noncurrent liabilities ( 34 ) Total identifiable assets acquired and liabilities assumed 18,875 Goodwill 3,387 Noncontrolling interest ( 19,762 ) Total purchase consideration $ 2,500 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. During the fourth quarter of 2025, the Company adjusted its estimates of the fair values of acquired assets and liabilities based on additional information obtained about conditions that existed as of the acquisition date. The adjustments primarily related to the valuation of working capital accounts. As a result, goodwill decreased by approximately $ 1,300 . QLE anticipates finalizing the purchase price allocation within 12 months from the acquisition date. Goodwill arising from the acquisition as of August 29, 2025 of $ 3.4 million was attributable mainly to the further acquisition opportunities of Skyline. QLE expects that no goodwill from this acquisition will be deductible for income tax purposes. QLE considered the contractual value of accounts receivable to approximate fair value. The net realizable value reflects QLE's best estimate of the amount expected to be collected. The results of Skyline have been included in the consolidated financial statements from the date of the acquisition. On October 28, 2025 , Skyline entered into a securities purchase agreement with certain accredited investors in a brokered private placement of (i) 17,370,909 Class A ordinary shares, par value $ 0.00001 per share (and/or prefunded warrants in lieu of Class A Ordinary Shares, and (ii) 17,370,909 Class A Ordinary Share Purchase Warrants to purchase Class A Ordinary Shares. The private placement closed on November 3, 2025. The gross proceeds of the private placement were approximately $ 23.9 million, before deducting placement agent fees and other offering expenses payable by Skyline of approximately $ 3.1 million. 131 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) East Coast Nuclear Pharmacy In October 2025 , the Company completed the acquisition of East Coast Nuclear Pharmacy ("ECNP"). The acquisition is intended to supplement the distribution of the Company’s pipeline. The acquisition of PET Labs 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 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): Fair value of business combination Cash consideration $ 2,000 Notes payable to Sellers 500 Identifiable assets acquired and liabilities assumed Cash and cash equivalents 40 Accounts receivable 550 Inventory 92 Prepaid expenses and other current assets 6 Identifiable intangible assets 430 Accounts payable ( 113 ) Other current liabilities ( 79 ) Total identifiable assets acquired and liabilities assumed 926 Goodwill 1,574 Total purchase consideration $ 2,500 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 Inc., 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. 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 recorded for the year ended December 31, 2025 . 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. 132 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 it is 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 December 31, 2025 and 2024 is as follows (in thousands): December 31, 2025 2024 Specialist isotopes and related services $ 5,179 $ 3,168 Construction services 3,391 — Total goodwill $ 8,570 $ 3,168 The changes to the carrying value of goodwill is as follows (in thousands): Description Amount Balance as of December 31, 2023 $ 3,267 Translation adjustment ( 99 ) Balance as of December 31, 2024 $ 3,168 Acquisition of Skyline 3,387 Acquisition of ECNP 1,574 Translation adjustment 441 Balance as of December 31, 2025 $ 8,570 Intangible Assets Amortization expense was $ 0.2 million for the year ended December 31, 2025 . There was no amortization expense related to identifiable intangible assets recorded in 2024. The changes to the carrying value of intangible assets, which is included in the construction services and s pecialist isotopes and related services segments, is as follows (in thousands): Description Amount Balance as of December 31, 2024 $ — Trademarks and customer-related from Skyline acquisition 1,230 Trademarks from ECNP acquisition 430 Translation adjustment 2 Amortization ( 184 ) Balance as of December 31, 2025 $ 1,478 The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2025 (in thousands): Amortization Expense Year Ended December 31, 2026 $ 574 2027 454 2028 214 2029 171 2030 65 Thereafter — Total $ 1,478 133 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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 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. During the year ended December 31, 2025 , the Company identified an observable price change related to this investment and recorded a change in fair value of investment of $ 0.6 million. Therefore, the Company has included this investment in the fair value hierarchy disclosure (Note 4). Skyline joint ventures Skyline acquired a 51 % ownership of KC-Glory JV, 51 % ownership of KC-Geotech JV and 35 % ownership of KC-CRFG JV (the "Joint Ventures). As of December 31, 2025, Skyline does not control the Joint Ventures but has the ability to exercise significant influence over their respective operating and financial policies. Skyline’s exposure to loss is limited to its investment in each joint venture. Accordingly, the investments are accounted for under the equity method of accounting in accordance with ASC 323. Accordingly, Skyline accounted for the transaction under the equity method and recorded the carrying value of Skyline’s investment in joint ventures’ common shares at cost, including the transaction costs incurred to obtain the equity method investment, in the consolidated balance sheets. The Company recorded the initial carrying amount of the investments in the Joint Ventures of $ 1.3 million, representing the fair value of the interest acquired as of the acquisition date. As of December 31, 2025 , the carrying amount of the investments in the Joint Ventures was $ 1.3 million and is included in equity method investments on the consolidated balance sheet. Skyline Reemag Investment In November 2025, Skyline acquired a 13.09 % ownership of Reemag LLC ("Reemag") for a cash purchase price of $ 3.0 million. Skyline will subscribe for additional membership interests of Reemag in tranches, resulting in ownership percentages of 13.09 %, 20.06 %, 33.42 % and 50.10 % at the initial, second, third and fourth closing respectively for an aggregate purchase price of $ 20.0 million. The second, third and fourth closings were scheduled on or before January 31, 2026, March 31, 2026 and by the earlier of a $ 200.0 million capital raise or July 31, 2026, respectively. However, in March 2026, Skyline entered into the first amendment to the subscription agreement with Reemag that amended the dates of the second, third and fourth closings to May 31, 2026, July 31, 2026 and September 30, 2026, respectively. The investment in Reemag 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. The Company has not identified any observable price changes in orderly transactions for identical or similar investments and did no t recognize any impairment losses. As of December 31, 2025 , the carrying value of the investment was $ 3.0 million. This investment is included in “Other investments” on the consolidated balance sheet. The Company does not include this investment in the fair value hierarchy disclosure as it is not measured at fair value on a recurring basis. 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 year ended December 31, 2025, the Company did not identify any indicators of impairment or observable price changes. Skyline Critical Minerals Investment On October 31, 2025, Skyline entered into a subscription and unit purchase agreement with a limited liability company engaged in the critical minerals space, pursuant to which Skyline subscribed for an approximate 20 % membership interest in such company for a subscription price of $ 20.0 million. 134 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) This investment 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 December 31, 2025 , the carrying value of the investment was $ 37.3 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 year ended December 31, 2025 , the Company identified an observable price change related to this investment and recorded a change in fair value of investment of $ 17.3 million. Therefore, the Company has included this investment in the fair value hierarchy disclosure (Note 4). 16. Stockholders’ Equity Preferred stock The Company has 10,000,000 shares of preferred stock authorized, of which no shares were issued and outstanding as of December 31, 2025 and 2024. Common stock The Company has 500,000,000 shares of common stock authorized, of which 111,677,771 and 72,068,059 shares were issued and outstanding as of December 31, 2025 and 2024 , 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 December 31, 2025. In July 2024, the Company issued 13,800,000 shares of common stock in a public offering at a public offering price of $ 2.50 per share for aggregate gross proceeds totaling $ 34,500,000 . Issuance costs, including commissions and expenses totaled $ 2.2 million. In November 2024, the Company issued an additional 2,754,250 shares of common stock in a public offering at a public offering price of $ 6.75 per share for aggregate gross proceeds totaling $ 18.6 million. Issuance costs, including commissions and expenses totaled $ 1.5 million. 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. The following shares were issued to consultants and vendors for the year ended December 31, 2025 (in thousands, except share amounts): Description Origination Date Shares Fair Value Settlement Date Fair Value at Settlement Change in Fair Value Settlement of liability with consultants January 2025 50,000 $ 247 April 2025 $ 327 $ 80 Issuance of common stock to consultant April 2025 22,935 100 November 2025 141 41 Issuance of common stock to consultant April 2025 50,000 327 April 2025 327 — 122,935 $ 674 $ 795 $ 121 135 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The following shares were issued to consultants and vendors for the year ended December 31, 2024 (in thousands, except share amounts): Description Origination Date Shares Fair Value Settlement Date Fair Value at Settlement Change in Fair Value Settlement of liability with consultants January 2024 100,000 $ 195 September 2024 $ 219 $ ( 24 ) Settlement of liability with consultants April 2024 60,000 241 June 2024 184 57 Issuance of common stock to consultant June 2024 60,000 183 June 2024 183 — Settlement of liability with consultants July 2024 50,000 164 September 2024 110 54 Issuance of restricted common stock to consultants September 2024 150,000 — September 2024 — — Settlement of liability with consultants December 2024 135,000 531 December 2024 642 ( 111 ) 555,000 $ 1,314 $ 1,338 $ ( 24 ) During 2025 and 2024, the Company issued shares of common stock to consultants and vendors to settle share liabilities. The fair value of these shares is recorded to share liability in the consolidated balance sheet and the change in fair value upon settlement of the share liability is recorded to change in fair value of share liability in the consolidated statements of operations and comprehensive loss. Activity of the share liabilities for the year ended December 31, 2025 is as follows (in thousands): Share Liabilities as of December 31, 2024 New Share Liabilities in 2025 Mark to Market Adjustments in 2025 Liabilities Settled in 2025 Share Liabilities as of December 31, 2025 Share liabilities $ — $ 674 $ 121 $ ( 795 ) $ — Activity of the share liabilities for the year ended December 31, 2024 is as follows (in thousands): Share Liabilities as of December 31, 2023 New Share Liabilities in 2024 Mark to Market Adjustments in 2024 Liabilities Settled in 2024 Share Liabilities as of December 31, 2024 Share liabilities $ — $ 1,131 $ 24 $ ( 1,155 ) $ — Common Stock Warrants In April 2024, a warrant to purchase 3,164,557 shares of common stock was exercised and the Company received gross proceeds of $ 5.5 million. As an inducement for the warrant holder to exercise in cash, a warrant to purchase 1,225,000 shares of common stock at an exercise price of $ 3.90 per share was issued to that same warrant holder for no consideration (“Inducement Warrant”). The Inducement Warrant vests in October 2024 and expires in October 2029 . The Company evaluated the terms of the Inducement Warrant and determined that it should be accounted for as an equity-based warrant. The Company also evaluated the circumstances of the award and determined that the inducement should be treated as a deemed dividend. The fair value of the Inducement Warrant was determined to be $ 2.8 million and estimated based on the Black-Scholes model, using the following assumptions: Expected volatility 73.5 % Weighted-average risk-free rate 4.37 % Expected term in years 5.5 Expected dividend yield — % The fair value of the Inducement Warrant is considered a deemed dividend and the amount is reflected in the calculation of earnings (loss) per share on a basic and diluted basis. In conjunction with the exercise of the warrant in April 2024, the Company was obligated to issue to an underwriter, a warrant to purchase 221,519 shares of common stock (“Commission Warrant”) in addition to a cash payment totaling $ 0.4 million. The 136 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Company evaluated the terms of the Commission Warrant and determined that it should be accounted for as an equity-based warrant. The fair value of the Commission Warrant was determined to be $ 0.7 million and estimated based on the Black-Scholes model, using the following assumptions: Expected volatility 73.5 % Weighted-average risk-free rate 4.60 % Expected term in years 5.5 Expected dividend yield — % The cash payment and the issuance of the Commission Warrant was settled in December 2024. The fair value of the Commission Warrant upon issuance was $ 0.8 million . The resulting change in fair value of share liability was a loss of $ .01 million for the year ended December 31, 2024 and is included in change in fair value of share liability in the statement of operations and comprehensive loss. In October 2024, a warrant to purchase 151,741 shares of common stock was exercised and the Company received gross proceeds of $ 0.3 million. In May 2025, a warrant to purchase 1,294,778 shares of common stock was exercised and the Company received gross proceeds of $ 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 December 31, 2025 and 2024 , there were warrants to purchase shares of common stock outstanding of 69,778 and 1,516,297 shares, respectively. Skyline Private Placement On October 28, 2025 , Skyline entered into a securities purchase agreement with certain accredited investors in a brokered private placement (the “Skyline October 2025 Private Placement”) of (i) 17,370,909 Class A ordinary shares (each, a “ Skyline Class A Ordinary Share”) (and/or prefunded warrants in lieu of Skyline Class A Ordinary Shares (the “Skyline Pre-funded Warrants”)), and (ii) 17,370,909 Skyline Class A Ordinary Share Purchase Warrants to purchase Skyline Class A Ordinary Shares (the “Skyline Ordinary Warrants”).The gross proceeds of the Skyline October 2025 Private Placement were approximately $ 23.9 million, before deducting placement agent fees and other offering expenses payable by Skyline. The Skyline October 2025 Private Placement closed on November 3, 2025. The Skyline Class A Ordinary Shares (and/or Prefunded Warrants) were issued together with the Skyline Ordinary Warrants at the closing. The purchase price for each Skyline Class A Ordinary Share and accompanying Skyline Ordinary Warrant was $ 1.375 . The purchase price for each Skyline Pre-funded Warrant and accompanying Skyline Ordinary Warrant was $ 1.3749 , which equals the purchase price of a Skyline Class A Ordinary Share and Skyline Ordinary Warrant, less the $ 0.0001 exercise price of the Skyline Pre-funded Warrant. Each Skyline Pre-funded Warrant is immediately exercisable upon issuance to acquire one Skyline Class A Ordinary Share for US$ 0.0001 until fully exercised. Each Skyline Ordinary Warrant is immediately exercisable upon issuance to purchase one Skyline Class A Ordinary Share for $ 1.50 per share and will expire on the fifth anniversary of its issuance. The exercise price of the Skyline Pre-funded Warrants and Skyline Ordinary Warrants are subject to customary adjustments for stock splits, recapitalizations, reorganizations and similar transactions. 17. Stock Compensation Plan Equity Incentive Plan 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 is ten 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 is ten 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 137 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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, 2025, the Company added 3,603,403 shares to the 2022 Plan. As of December 31, 2025, 385,036 shares remain available for future grant under the 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 is ten 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 December 31, 2025, 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 Company expects to issue awards under the Inducement Equity Plan to new hires from Renergen upon completion of the acquisition, which occurred in January 2026 (Note 21). 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 December 31, 2025, 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 is ten 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 December 31, 2025, no common equity deemed outstanding remain available for future grant under the QLE 2024 Plan. In September 2025, QLE granted restricted stock units (“September 2025 RSUs”) totaling 11 % of the common equity deemed outstanding to certain officers, employees and directors of QLE. The September 2025 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. In October 2025, QLE granted restricted stock units (“October 2025 RSU”) totaling 4 % of the common equity deemed outstanding to a certain related party in conjunction with a consulting agreement. The October 2025 RSU will vest subject to the occurrence of a Listing Event and, if applicable, an additional service-based vesting condition. 138 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Since the vesting of the September 2025 RSUs and October 2025 RSU are 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: Number of Options Weighted- Average Exercise Price per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 2,766,000 $ 1.91 8.4 $ 231,000 Forfeited ( 35,000 ) $ 2.00 Outstanding as of December 31, 2024 2,731,000 $ 1.90 7.4 $ 7,171,930 Granted 205,000 $ 6.16 Exercised ( 1,708,000 ) $ 1.85 Forfeited ( 420,000 ) $ 2.00 Outstanding as of December 31, 2025 808,000 $ 3.06 7.3 $ 2,020,050 Exercisable as of December 31, 2025 612,716 $ 2.07 6.5 $ 2,020,050 Vested or expected to vest as of December 31, 2025 808,000 $ 3.06 7.3 $ 2,020,050 There were 205,000 options granted with a weighted average grant date fair value of $ 3.53 in the year ended December 31, 2025 . No options were granted in the year ended December 31, 2024. C ashless exercises of options to purchase 1,705,000 shares of common stock were executed, resulting in the issuance of 1,337,245 shares of common stock and proceeds of $ 41 resulting from the rounding of shares that were issued in the year ended December 31, 2025 . Cash exercises of options to purchase 3,000 shares of common stock were executed for proceeds of $ 6,000 in the year ended December 31, 2025. The Company recorded stock compensation from options of $ 0.3 million and $ 0.8 million for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was $ 0.7 million of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted average period of approximately 0.8 years. Stock Awards In October 2021, the Company issued 1,500,000 shares of restricted common stock to its Chief Executive Officer. The number of shares that vest is dependent on achieving certain performance conditions and dependent market conditions upon the third anniversary from the date of grant. The Company determined that the fair value of this award was $ 0.25 per share for a total value of $ 0.4 million. The Company determined the performance condition probable and recognized stock-based compensation expense of $ 0.4 million for the year ended December 31, 2024. The Company recorded stock-based compensation expense from stock awards totaling $ 15.7 million and $ 7.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there is $ 21.3 million of unrecognized stock-based compensation expense related to the non-vested portion of restricted stock awards that is expected to be recognized over the next 2.3 years. 139 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The following table summarizes awards and vesting of restricted common stock: Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2023 4,489,186 $ 1.42 Granted 2,523,554 $ 3.79 Vested ( 3,873,037 ) $ 1.76 Forfeited and retired ( 325,000 ) $ 1.19 Unvested as of December 31, 2024 2,814,703 $ 3.24 Granted 4,275,967 $ 6.77 Vested ( 2,920,715 ) $ 4.93 Unvested as of December 31, 2025 4,169,955 $ 5.68 Stock-based Compensation Expense Stock-based compensation expense for all stock awards recognized in the accompanying consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2025 2024 Selling, general and administrative $ 15,788 $ 8,231 Research and development 236 330 Total $ 16,024 $ 8,561 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, these potential shares of Common Stock are 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 (in thousands, except share and per share amounts): Year Ended December 31, 2025 2024 Numerator: Net loss attributable to ASP Isotopes shareholders $ ( 175,092 ) $ ( 35,114 ) Denominator: Weighted average common stock outstanding, basic and diluted 83,013,594 55,671,805 Net loss per share, basic and diluted $ ( 2.11 ) $ ( 0.63 ) 140 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 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: Year Ended December 31, 2025 2024 Options to purchase common stock 808,000 2,731,000 Restricted stock 4,169,955 2,814,703 Warrants to purchase common stock 69,778 1,516,297 Total shares of common stock equivalents 5,047,733 7,062,000 19. Income Taxes The components of net loss before taxes are as follows (in thousands): Year Ended December 31, 2025 2024 Domestic $ ( 157,153 ) $ ( 24,778 ) Foreign ( 2,408 ) ( 7,534 ) Total net loss before taxes $ ( 159,561 ) $ ( 32,312 ) Income tax (benefit) expense for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands): December 31, 2025 2024 Current: U.S. Federal $ — $ 60 State — 1 Foreign 237 193 Total Current 237 254 Deferred: Foreign 45 ( 143 ) Total Deferred 45 ( 143 ) Total income tax expense (benefit) $ 282 $ 111 The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate for the year ended December 31, 2025 as follows (in thousands): Year Ended December 31, 2025 Tax expense at statutory rate $ ( 33,508 ) 21.00 % Increase (decrease) in tax resulting from: Foreign tax effects: South Africa: Change in valuation allowance 4,057 ( 2.54 )% Other adjustments ( 831 ) 0.52 % Hong Kong: Fair value adjustment ( 3,644 ) 2.28 % Other adjustments 113 ( 0.07 )% Other foreign jurisdictions: Other adjustments 1,092 ( 0.68 )% Change in valuation allowance 3,919 ( 2.46 )% Nontaxable or nondeductible items: Change in fair value of convertible notes 25,981 ( 16.28 )% Other adjustments 3,142 ( 1.97 )% Other adjustments ( 39 ) 0.02 % Effective tax rate $ 282 ( 0.18 )% 141 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate for the year ended December 31, 2024 as follows: Year Ended December 31, 2024 Tax computed at federal statutory rate 21.00 % Earnings in jurisdictions taxed at rates different from the statutory U.S. federal tax rate 1.78 % Return to provision ( 3.88 )% Change in fair value of convertible notes ( 4.47 )% Non-deductible stock compensation expense ( 5.58 )% Permanent differences ( 0.09 )% Valuation allowance ( 9.10 )% Income tax expense ( 0.34 )% Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 13,385 $ 5,262 Capitalized R&D costs 584 34 Other assets 84 — Accruals and reserves 535 142 Property and equipment, net 234 — Right-of-use lease liability 419 336 Total deferred tax assets 15,241 5,774 Deferred tax liabilities: Property and equipment, net — ( 316 ) Right-of-use lease asset ( 379 ) ( 325 ) Total deferred tax liabilities ( 379 ) ( 641 ) Total net deferred tax assets 14,862 5,133 Less: valuation allowance ( 14,964 ) ( 5,101 ) Net deferred taxes (liabilities) assets $ ( 102 ) $ 32 The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and deferred tax liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the enactment date. The Company recognize deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that it would not be able to realize its deferred tax assets in the future in excess of the net recorded amount, the Company would make an adjustment to the deferred tax assets through recognizing a valuation allowance, which would increase the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. 142 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) We recognize interest and penalties related to UTBs on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing DTAs. On the basis of this evaluation, as of December 31, 2025, a full valuation allowance has been recorded against the federal, state, and South Africa deferred tax assets, excluding PET Labs and ASP Rentals which have no valuation allowance recorded. The amount of the DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses becomes present and less weight is given to subjective evidence such as our projections for growth. We are subject to taxation in the United States and various states and foreign jurisdictions. The statute of limitations remains open for all periods of taxable loss until the losses have been utilized. The Company paid $ 79,000 for income taxes for the year ended December 31, 2025 . The Company did no t make payments or receive refunds for income taxes for the year ended December 31, 2024. On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) was enacted into law. The legislation made several changes to the U.S. tax code, including the return of 100 % bonus depreciation, the ability to immediately deduct domestic research and development costs, a more favorable rule for deducting interest expenses, and updates to international tax rules around global intangible low-taxed income and foreign-derived intangible income. The Company has evaluated the impact of the new tax provision and determined it to have an immaterial impact on the consolidated financial results. 20. Related Party Transactions Skyline, acquired in the third quarter of fiscal year 2025, has certain transactions with parties affiliated with a director and joint ventures which are investments accounted for under the equity method. The transactions with these parties continued following the acquisition date and are summarized as follows: Name of related parties Relationship with Skyline Ngo Chiu Lam Director of Skyline Kin Chiu-China Railway First Group Joint Venture An equity method investment of Skyline Kin Chiu-Glory Joint Venture An equity method investment of Skyline Kin Chiu-Geotech Joint Venture An equity method investment of Skyline Due to related parties as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 December 31, 2024 Ngo Chiu Lam $ 3,473 $ — Kin Chiu-China Railway First Group Joint Venture 131 — Kin Chiu-Glory Joint Venture 320 — Kin Chiu-Geotech Joint Venture 238 — Total due to related parties $ 4,162 $ — The balances represented advances from the director and amounts due to joint ventures for operation purposes. All amounts were unsecured, interest-free and repayable on demand. Accounts receivable, net from joint ventures as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 December 31, 2024 Kin Chiu-Glory Joint Venture $ 1,553 $ — Balances of contract assets, net from joint ventures as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 December 31, 2024 Kin Chiu-China Railway First Group Joint Venture $ 352 $ — Kin Chiu-Glory Joint Venture 203 — Kin Chiu-Geotech Joint Venture 43 — Total balances of contract assets, net from joint ventures $ 598 $ — 143 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Balances of contract liabilities, net from joint ventures as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Kin Chiu-China Railway First Group Joint Venture $ 72 $ — PET Labs has an operating lease for office and production space in Pretoria, South Africa with the term set to expire in January 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 Guernsey. 21. Subsequent Events The Company has evaluated subsequent events through April 9, 2026, the date on which the accompanying financial statements were issued, and no other events were noted. 2022 Plan Effective on January 1, 2026, the Company added 5,583,889 shares to the 2022 Equity Incentive Plan. 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 Johannesburg Stock Exchange (the “JSE”), the Australian Securities Exchange and A2X. The Company's common stock continues to be listed on The Nasdaq Capital Market and on the JSE. In addition, on the closing date, Stefano Marani, the Chief Executive Officer of Renergen, has been appointed as the President, Electronics and Space of the Company, and Nick Mitchell, the Chief Operating Officer of Renergen, has been appointed Co-Chief Operating Officer of the Company. NuMed Diagnostics, LLC ("NuMed") Acquisition On January 22, 2026 , the Company acquired 60 % of the issued and outstanding membership interests of NuMed for $ 0.8 million. NuMed is an independent radiopharmacy dedicated to nuclear medicine and the science of radiopharmaceutical production. In addition to the purchase consideration, the Company has an option to purchase the remaining 40 % of the issued and outstanding membership interests within two years following the closing for an agreed consideration totaling $ 0.5 million. Opeongo Investment On January 26, 2026, the Company entered into a Series Seed-1 Preferred Stock Purchase Agreement with Opeongo, Inc., a Delaware corporation (“ Opeongo ”), pursuant to which the Company purchased from Opeongo 4,356,918 shares of Opeongo’s Series Seed-1 Preferred Stock, $ 0.0001 par value per share at a price of $ 2.2952 per share (the “ Opeongo Investment ”) for $ 10.0 million . Opeongo is a biotechnology company developing novel therapeutics using extracellular matrix (ECM) modulation to target fibrosis, inflammation, and cancer. Skyline Warrant Exchange On January 23, 2026, Skyline entered into a warrant exchange agreement (the “Skyline Exchange Agreement”) with the holders of Skyline Class A Ordinary Share Purchase Warrant A’s and Skyline Class A Ordinary Share Purchase Warrant B’s (collectively, the “Skyline Holder Warrants”), to purchase an aggregate of 48,698,628 Skyline Class A Ordinary Shares, that were purchased in the Skyline Series A Private Placement, to exchange the Skyline Holder Warrants issued on August 29, 2025, for an aggregate of 47,326,025 newly issued Series A preferred shares of Skyline (“Skyline Series A Preferred Shares”) and allotted among the holders in accordance with the Skyline Exchange Agreement. Each Skyline Series A Preferred Share is convertible, at the option of a holder thereof, into Skyline Class A Ordinary Shares. Skyline Private Placements On February 11, 2026, Skyline entered into (i) a securities purchase agreement (the “Reg D Purchase Agreement”) for an offering of Skyline’s Series B Convertible Preferred Shares (the “Skyline Series B Preferred Shares”) in a private placement (the “Reg D Private Placement”) pursuant to Regulation D under the Securities Act of 1933, as amended and (ii) a securities purchase agreement (the “Reg S Purchase Agreement”) for an offering of the Skyline Series B Preferred Shares in a private placement pursuant to Regulation S under the Securities Act (the “Reg S Private Placement” and together with the Reg D Private Placement, 144 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) the “February 2026 Skyline Series B Private Placements”), in each case, for the purchase and sale of the Skyline Series B Preferred Shares. The February 2026 Skyline Series B Private Placements closed on February 13, 2026 at which Skyline issued 6,322 of the Skyline Series B Preferred Shares. The purchase price for each Skyline Series B Preferred Share was $ 5,000 . Each Skyline Series B Preferred Share is convertible into Skyline Class A ordinary shares with a conversion price of $ 2.40 per share, subject to certain anti-dilution adjustments that are subject to a floor of $ 1.50 per share and other customary adjustments for share splits, recapitalizations, reorganizations and similar transactions. The gross proceeds of the Skyline Series B Private Placement were approximately $ 31.6 million, before deducting placement agent fees and other offering expenses payable by Skyline. In connection with the February 2026 Skyline Series B Private Placements , Skyline also entered into placement agency agreements dated February 10, 2026 that included the payment of a cash fee equal to 8.0 % of the aggregate gross proceeds of the February 2026 Skyline Series B Private Placements and the issuance of non-callable warrants exercisable for a number of Skyline's Class A Ordinary Shares equal to 6 % of the Class A Ordinary Shares underlying the Skyline Series B Preferred Shares . The warrants have an exercise price of $ 2.40 per share. On March 20, 2026, Skyline entered into (i) a senior unsecured convertible note purchase agreement for an offering of approximately $ 16.6 million of Skyline's senior unsecured convertible notes (the “2026 Skyline Notes”) in a private placement and (ii) a securities purchase agreement dated March 20, 2026 for an offering of $ 0.6 million of Skyline’s Series B Preferred Shares (the “March 2026 Skyline Preferred Shares”) in a private placement (the "March 2026 Skyline Private Placement"). The March 2026 Skyline Private Placement closed on March 25, 2026. The 2026 Skyline Notes are convertible into Skyline's class A ordinary shares, par value $ 0.00001 per share at a conversion price of $ 2.40 per share, subject to certain anti-dilution adjustments, that are subject to a floor of $ 1.50 per share. The conversion price of the 2026 Skyline Notes is also subject to other customary adjustments for share splits, recapitalizations, reorganizations and similar transactions The purchase price for each March 2026 Skyline Preferred Share was $ 5,000 . Each March 2026 Skyline Preferred Share is convertible into Class A ordinary shares at a conversion price of $ 2.40 per share, subject to certain anti-dilution adjustments that are subject to a floor of $ 1.50 per share. The gross proceeds of the March 2026 Skyline Private Placement was approximately $ 17.2 million, before deducting placement agent fees and other offering expenses that were paid by Skyline. In connection with the March 2026 Skyline Private Placement , Skyline also entered into placement agency agreements dated March 20, 2026 that included the payment of a cash fee equal to 8.0 % of the aggregate gross proceeds of the March 2026 Skyline Private Placement and the issuance of non-callable warrants exercisable for a number of Skyline's Class A Ordinary Shares equal to 8 % and 6 % of the Class A Ordinary Shares underlying the 2026 Skyline Notes and March 2026 Skyline Preferred Shares, respectively . The warrants have an exercise price of $ 2.40 per share. On March 29, 2026, QLE entered into a securities exchange agreement with an investor (the "QLE Exchange Agreement"). Per the QLE Exchange Agreement, the investor assigned and transferred 1,995,000 Class A Ordinary Shares held by the investor to QLE in exchange for an equal number of Class B Ordinary Shares held by QLE. On March 31, 2026, Skyline issued an additional $ 3.0 million of 2026 Skyline Notes in a private placement. 145 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.