ASP Isotopes (NASDAQ: ASPI) unit secures 79% voting control of SKBL

Rhea-AI Filing Summary

ASP Isotopes Inc. reported that its wholly owned subsidiary, Quantum Leap Energy LLC (QLE), has become the controlling shareholder of Skyline Builders Group Holding Limited (SKBL), a Cayman Islands company listed on Nasdaq under “SKBL”. QLE plans to use SKBL to pursue acquisitions of critical materials supply-chain assets that it believes are important for U.S. security and QLE’s long-term growth.

On August 27, 2025, QLE bought all 1,995,000 Class B Ordinary Shares of SKBL from the prior controller for $1,000,000. Each Class B share carries 20 votes, compared with one vote for each Class A share. On August 29, 2025, SKBL completed a Private Placement, issuing 1,359,314 Class A shares plus multiple series of warrants and receiving $17,775,000 in gross proceeds. QLE invested $1,500,000 for Class A shares and warrants, while about $7,000,000 of the proceeds were used to retire 18,500,000 Class A shares held by the former controlling shareholder.

After these steps, QLE holds 79.14% of the aggregate voting power of SKBL and therefore controls the company. ASP Isotopes’ Chairman and CEO, Paul Mann, separately invested $2,500,000 personally in SKBL shares and warrants, subject to a 4.99% beneficial ownership cap on warrant exercises.

Insights

Equity & M&A analyst

ASP Isotopes gains control of SKBL via low-cost, high-vote stake.

ASP Isotopes, through its subsidiary Quantum Leap Energy LLC, has secured control of SKBL mainly by purchasing $1,000,000 of high-vote Class B shares, which carry 20% votes per share compared with Class A’s single vote. This dual-class structure lets QLE command 79.14% of SKBL’s aggregate voting power after the related transactions, giving effective control without a large common equity outlay.

SKBL’s $17,775,000 Private Placement brings in new capital while issuing Class A shares and several warrant series, and uses about $7,000,000 to retire 18,500,000 Class A shares held by the prior controller. QLE’s own $1,500,000 investment in Class A shares and warrants, alongside a personal $2,500,000 investment by ASP Isotopes’ CEO Paul Mann, aligns corporate and insider interests with SKBL’s future strategy focused on critical materials assets.

The filing states that QLE intends to use SKBL to pursue acquisitions in the critical materials supply chain that it believes are important for U.S. security and QLE’s long-term growth. Future disclosures around specific asset purchases and how SKBL funds and structures those deals will be important for understanding the financial impact on ASP Isotopes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

ASP Isotopes Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41555		87-2618235
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

601 Pennsylvania Avenue NW South Building, Suite 900 Washington, DC		20004
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 756-2245

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		ASPI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 8.01 Other Events.

On August 29, 2025, Quantum Leap Energy LLC (“QLE”), a wholly owned subsidiary of ASP Isotopes Inc. (the “Company”), became a controlling shareholder of Skyline Builders Group Holding Limited, a company incorporated under the laws of the Cayman Islands (“SKBL”) with its Class A Ordinary Shares listed on The Nasdaq Stock Market LLC under the symbol “SKBL”. QLE intends to use SKBL to pursue opportunities to acquire assets in the critical materials supply chain that QLE believes will help the United States and QLE secure important feedstocks that are vital to the security of the United States and long-term growth of QLE.

SKBL Share Capital Structure.  SKBL has a dual class ordinary share structure. SKBL’s Ordinary Shares are divided into Class A Ordinary Shares (“Class A Ordinary Shares”) and Class B Ordinary Shares (“Class B Ordinary Shares”). Each Class A Ordinary Share entitles the holder thereof to one (1) vote on all matters subject to vote at general meetings of SKBL, and each Class B Ordinary Share entitles the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of SKBL.  In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. In no event shall Class B Ordinary Shares be convertible into Class A Ordinary Shares.

QLE’s Purchase of Controlling Interest in SKBL. On August 27, 2025, Supreme Development (BVI) Holdings Limited (“SD”), SKBL’s previous controlling shareholder and a company beneficially owned by Mr. Ngo Chiu Lam, SKBL’s Chief Executive Officer, entered into a definitive securities purchase agreement with QLE pursuant to which SD transferred and sold to QLE all 1,995,000 issued and outstanding Class B Ordinary Shares (“Class B Share Transfer”), for the aggregate purchase price of $1,000,000. As a holder of Class B Ordinary Shares, QLE is entitled to cast 20 votes per share and to vote together with holders of Class A Ordinary Shares on all matters submitted to the vote of shareholders of SKBL.

SKBL Private Placement.  On August 29, 2025, SKBL closed a private placement (the “Private Placement”) pursuant to which SKBL 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.  SKBL received aggregate gross proceeds of $17,775,000 from the Private Placement, before deducting fees and offering expenses.

In the Private Placement, QLE purchased: (i) 454,794 Class A Ordinary Shares, (ii)  a Prefunded Warrant to purchase 1,600,000 Class A Ordinary Shares,  (iii) an A Warrant to purchase 2,054,794 Class A Ordinary Shares,  and (iv) a B Warrant to purchase 2,054,794 Class A Ordinary Shares, for the aggregate purchase price of $1,500,000, pursuant to a Securities Purchase Agreement with SKBL, dated as of August 27, 2025 (the “Purchase Agreement”).  Each Warrant is immediately exercisable and entitles the holder to acquire Class A Ordinary Shares for a period of five years following August 29, 2025. QLE, as a holder of Warrants, does not have the right to exercise any portion of any Warrant, to the extent that QLE (together with the holder’s affiliates) would beneficially own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to the exercise of the applicable Warrant.

SKBL Share Retirement. Approximately $7,000,000 of the proceeds from the Private Placement was used to retire 18,500,000 Class A Ordinary Shares owned by SD, SKBL’s previous controlling shareholder (the “Share Retirement”).

After giving effect to the Class B Share Transfer, the Private Placement and the Share Retirement, QLE became the holder of 79.14% of the aggregate voting power represented by all outstanding Class A Ordinary Shares and Class B Ordinary Shares, and thereby gaining control over SKBL.

In addition, on August 29, 2025, Paul Mann, Chairman and Chief Executive Officer 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 $2,500,000, pursuant to the Purchase Agreement. Mr. Mann, as a holder of Warrants, does not have the right to exercise any portion of any Warrant, to the extent that such holder (together with the holder’s affiliates) would beneficially own in excess of 4.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to the exercise of the applicable Warrant. 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASP ISOTOPES INC.
Date: September 22, 2025	By:	/s/ Donald G. Ainscow
	Name:	Donald G. Ainscow
	Title:	Executive Vice President, General Counsel and Secretary

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FAQ

What did ASP Isotopes (ASPI) announce regarding Skyline Builders Group Holding Limited (SKBL)?

ASP Isotopes reported that its wholly owned subsidiary, Quantum Leap Energy LLC (QLE), has become the controlling shareholder of Skyline Builders Group Holding Limited (SKBL), a Nasdaq-listed company, and now holds 79.14% of the aggregate voting power of SKBL’s outstanding Class A and Class B Ordinary Shares.

How did QLE obtain control of SKBL according to the 8-K filing for ASPI?

On August 27, 2025, QLE bought all 1,995,000 Class B Ordinary Shares of SKBL from Supreme Development (BVI) Holdings Limited for an aggregate purchase price of $1,000,000. Each Class B share carries 20 votes, which, together with subsequent transactions, resulted in QLE holding 79.14% of SKBL’s aggregate voting power.

What were the key terms of SKBL’s private placement described in ASP Isotopes’ 8-K?

On August 29, 2025, SKBL completed a private placement issuing 1,359,314 Class A Ordinary Shares and several warrant series, including 22,990,000 Prefunded Warrants, 24,349,314 A Warrants, 24,349,314 B Warrants, and 1,947,945 placement agent warrants. SKBL received aggregate gross proceeds of $17,775,000 before fees and expenses.

How much did QLE invest in SKBL’s private placement and what did it receive?

In the private placement, QLE invested $1,500,000 and received 454,794 Class A Ordinary Shares, a Prefunded Warrant to purchase 1,600,000 Class A shares, an A Warrant to purchase 2,054,794 Class A shares, and a B Warrant to purchase 2,054,794 Class A shares. Each warrant is immediately exercisable for five years from August 29, 2025, subject to a 9.99% beneficial ownership limit for QLE.

How were the proceeds of SKBL’s private placement used, based on ASPI’s disclosure?

ASP Isotopes disclosed that approximately $7,000,000 of the $17,775,000 in gross proceeds from SKBL’s private placement were used to retire 18,500,000 Class A Ordinary Shares owned by Supreme Development (BVI) Holdings Limited, SKBL’s previous controlling shareholder.

Did ASP Isotopes’ CEO Paul Mann invest personally in SKBL, and on what terms?

Yes. On August 29, 2025, Paul Mann, ASP Isotopes’ Chairman and CEO, personally purchased 454,657 Class A Ordinary Shares, a Prefunded Warrant to purchase 2,970,000 Class A shares, an A Warrant to purchase 3,424,657 Class A shares, and a B Warrant to purchase 3,424,657 Class A shares for an aggregate purchase price of $2,500,000, subject to a 4.99% beneficial ownership cap on warrant exercises.

What strategic purpose does ASP Isotopes state for using SKBL after QLE gains control?

The company states that QLE intends to use SKBL to pursue opportunities to acquire assets in the critical materials supply chain that QLE believes will help the United States and QLE secure important feedstocks vital to U.S. security and QLE’s long-term growth.