M&A - ASP Isotopes Inc.

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Form Type: CB/A

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225004238

Filing Summary: ASP Isotopes Inc., a Delaware corporation, announced its firm intention to acquire 100% of the ordinary shares of Renergen Limited, a South African company, via a scheme of arrangement under South African law. This announcement follows the publication of a Joint Firm Intention Announcement on May 20, 2025, and the notification is filed as Amendment No. 2 to Form CB. Several documents were mentioned as part of the information sent to security holders, including a Combined Circular to Renergen Shareholders and a Circular regarding Shareholder Ratification Resolution. Additional exhibits related to the acquisition have been filed, including press releases and notices complying with JSE listings requirements. The acquisition aims to create a global critical materials company.

Additional details:

Ordinary Shares Title: Ordinary Shares


Circular To Shareholders Exhibit: 99.1


Circular Shareholder Ratification Exhibit: 99.2


Joint Firm Intention Announcement Date: 2025-05-20


Press Release Title: ASP Isotopes Inc. Announces an Agreement Relating to the Potential Acquisition of Renergen Limited Expected to Create a Global Critical Materials Company


Merger Notice Form CC Exhibit 1: 99.6


Merger Notice Form CC Exhibit 2: 99.7


Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225004198

Filing Summary: On May 27, 2025, ASP Isotopes Inc. reported an agreement to acquire all issued ordinary shares of Renergen Limited through a stock exchange offer. This Offer is part of a scheme of arrangement under South African law, where shareholders of Renergen will receive 0.09196 shares of ASP Isotopes common stock for each share of Renergen. This transaction will make Renergen a wholly owned subsidiary of ASP Isotopes. If the scheme conditions are not met, a standby offer to acquire shares without conditions will also be made. Financial statements related to the acquisition and pro forma information were provided in connection with this report, highlighting the anticipated financial impact of the acquisition.

Additional details:

Record Date: Scheme Record Date


Scheme Implementation Date: Scheme Implementation Date


Scheme Consideration: 0.09196 shares of Company Common Stock for each Renergen Ordinary Share


Renergen Shares: 100% of the issued Renergen Ordinary Shares excluding treasury shares


Audited Financial Statements: Financial statements of Renergen Limited as of February 28, 2025 and February 29, 2024


Form Type: CB/A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225004121

Filing Summary: ASP Isotopes Inc. has filed Form CB/A to announce its firm intention to acquire 100% of the ordinary shares of Renergen Limited, a South African company, through a scheme of arrangement under South African law. The acquisition announcement was made public on May 20, 2025, along with the publication of several accompanying documents including a Combined Circular and a press release. The documents provide detailed information regarding the transaction and its implications for shareholders. This filing serves as an amendment to their initial notification regarding the tender offer, reflecting changes and additional information as required by the applicable regulations.

Additional details:

Title Of Class Of Subject Securities: Ordinary Shares


Cusip Number Of Class Of Securities: ZAE000202610


Name Of Subject Company: Renergen Limited


Jurisdiction Of Subject Company: Republic of South Africa


Date Business Combination Commenced: 2025-05-20


Form Type: CB

Filing Date: 2025-05-21

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225004069

Filing Summary: ASP Isotopes Inc. announces its firm intention to acquire 100% of the ordinary shares of Renergen Limited, a South African company, through a scheme of arrangement under South African law. The transaction aims to further ASP Isotopes Inc.'s strategic objectives within the critical materials sector. Key documents related to the acquisition process, including a Combined Circular to Renergen Shareholders and a Press Release entitled 'ASP Isotopes Inc. Announces an Agreement Relating to the Potential Acquisition of Renergen Limited Expected to Create a Global Critical Materials Company', have been made publicly available. This filing is part of ASP Isotopes Inc.'s compliance with relevant regulatory requirements and reflects the Company's intention to strengthen its position in the market through this potential acquisition.

Additional details:

Subject Company: Renergen Limited


Jurisdiction: Republic of South Africa


Acquisition Date: 2025-05-20


Document Exhibit 1: Combined Circular to Renergen Shareholders


Document Exhibit 2: Circular to Renergen Shareholders in Relation to Shareholder Ratification Resolution


Press Release Title: ASP Isotopes Inc. Announces an Agreement Relating to the Potential Acquisition of Renergen Limited Expected to Create a Global Critical Materials Company


Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225004002

Filing Summary: On May 20, 2025, ASP Isotopes Inc. entered into an agreement with Renergen Limited to make an offer to acquire all issued ordinary shares of Renergen. The acquisition will be implemented through a scheme of arrangement under South African law, making Renergen a wholly owned subsidiary of ASP Isotopes. The holders of Renergen shares will receive 0.09196 shares of ASP Isotopes common stock for each Renergen share they hold, with a maximum of 14,270,000 shares to be issued. The transaction is contingent upon meeting certain conditions including securing necessary consents from Renergen's lenders and obtaining regulatory approvals. The transaction aims to integrate Renergen under ASP Isotopes with its CEO joining ASP Isotopes management. The overall financial engagement also includes a bridge loan arrangement to prevent Renergen from defaulting on its commitments. A press release and investor presentation were issued on the same date to announce the deal and its implications for shareholders.

Additional details:

Transaction Overview: Agreement to acquire all issued ordinary shares of Renergen in exchange for shares of ASP Isotopes common stock


Offer Details: 0.09196 shares of ASP Isotopes common stock for each Renergen ordinary share


Maximum Shares Issued: 14,270,000


Expected Shareholder Distribution: 16% for Renergen shareholders and 84% for ASP Isotopes shareholders post-transaction


Conditions To Closing: Written consent from Renergen's lenders, regulatory approvals, shareholder ratification and approvals by competition authorities


Exclusivity Agreement Details: Exclusivity agreement with Renergen entered on March 31, 2025, for transaction negotiation until May 31, 2025.


Bridge Loan Details: $30 million bridge loan agreement to help Renergen meet financial obligations.


Form Type: 5

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225001054

Filing Summary: ASP Isotopes Inc. has filed a Form 5 regarding the acquisition of 1,050 shares of Common Stock at a price of $5.40. The filing was made by Robert John Andrew Ryan on behalf of the company. This acquisition is deemed a small acquisition eligible for deferred reporting according to Rule 16a-6 under the Securities Exchange Act of 1934. The filing date is noted as February 14, 2025, and is documented under the CIK number 0002011790.

Additional details:

Filer Name: ASP Isotopes Inc.


Filer Cik: 0002011790


Acquired Security: Common Stock


Acquisition Date: 2024-05-30


Number Of Shares Acquired: 1050


Price Per Share: 5.40


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