SkyWater Technology (SKYT) files Fab 25 acquisition financials and pro forma impact

Rhea-AI Filing Summary

SkyWater Technology, Inc. filed an amended current report to add detailed financial information for its recently closed acquisition of the Fab 25 Business of Infineon Technologies AG in Austin, Texas. The company bought all membership interests of Spansion Fab 25, LLC from Spansion LLC, an Infineon affiliate, and financed the deal through an Amended and Restated Loan and Security Agreement with Siena Lending Group LLC and other parties on June 30, 2025. The amendment provides audited and interim combined abbreviated financial statements for the acquired business and unaudited pro forma condensed combined financial information showing how the acquisition and related debt financing would have affected SkyWater’s historical results.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/15/2025 - 04:16 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K/A

Amendment No. 1

___________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

___________________________

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

___________________________

Delaware			001-40345			37-1839853
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2401 East 86th Street

Bloomington, Minnesota 55425

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

___________________________

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 Exchange Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share

SKYT

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 x

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.  o

Explanatory Note

SkyWater Technology, Inc. (the “Company”) previously filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission (the “SEC”) on July 3, 2025. The Original 8-K disclosed the Company’s acquisition from Spansion LLC (“Seller”), an affiliate of Infineon Technologies AG, of all of the issued and outstanding memberships interests of Spansion Fab 25, LLC, a newly-formed limited liability company (the “Fab 25 Business of Infineon Technologies AG”), that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment and employees and certain other assets and liabilities related to Infineon Technologies AG’s 200 mm fab in Austin, Texas (the “Transaction”). The Transaction was financed through proceeds received from the Company’s execution of an Amended and Restated Loan and Security Agreement with Siena Lending Group LLC and certain other parties on June 30, 2025 (the “Debt Financing”).

This Amendment No. 1 to the Original 8-K (this “Amendment No. 1”) is being filed to provide the required financial statements under Rule 3-05 of SEC Regulation S-X with respect to the Transaction. Additionally, this Amendment No. 1 presents the required unaudited pro forma condensed combined financial information reflecting the impact of the Transaction and Debt Financing on the Company.

The Company’s results with respect to the Transaction may be materially different from those presented in this Amendment No. 1 and the exhibits hereto due to various factors, including but not limited to those set forth in the Company’s filings with the SEC.

Item 9.01    Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited Combined Abbreviated Financial Statements of the Fab 25 Business of Infineon Technologies, including the Combined Statements of Assets Acquired and Liabilities Assumed, which comprise all of the assets acquired from the Seller and liabilities assumed by the Company pursuant to the Transaction, as of September 30, 2024 and 2023, the audited abbreviated Combined Statements of Revenues and Direct Expenses for the fiscal years then ended, and the related notes to the Combined Abbreviated Financial Statements are filed herewith as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference into this Item 9.01(a).

The Combined Abbreviated Financial Statements of the Fab 25 Business of Infineon Technologies, including the Combined Statements of Assets Acquired and Liabilities Assumed, which comprise all of the assets acquired from the Seller and liabilities assumed by the Company pursuant to the Transaction, as of June 30, 2025 and 2024 (unaudited), the abbreviated Combined Statements of Revenues and Direct Expenses for the nine-month fiscal periods then ended (unaudited), and the related notes to Combined Abbreviated Financial Statements are filed herewith as Exhibit 99.2 to this Amendment No. 1 and incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information

The following unaudited Pro Forma Condensed Combined Financial Information of the Company is filed herewith as Exhibit 99.3 to this Amendment No. 1 and incorporated by reference into this Item 9.01(b):

• Unaudited Pro Forma Condensed Combined Balance Sheet as of June 29, 2025

• Unaudited Pro Forma Condensed Combined Statement of Operations for the six-month fiscal period ended June 29, 2025

• Unaudited Pro Forma Condensed Combined Statement of Operations for the fiscal year ended December 29, 2024

• Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Exhibit No.			Description of Exhibit
23.1			Consent of Deloitte & Touche LLP
99.1			Audited Combined Abbreviated Financial Statements with respect to the Fab 25 Business of Infineon Technologies AG as of and for the years ended September 30, 2024 and September 30, 2023 and the notes related thereto
99.2			Combined Abbreviated Financial Statements with respect to the Fab 25 Business of Infineon Technologies AG as of and for the interim period ended June 30, 2025 and June 30, 2024 (unaudited) and the notes related thereto
99.3			Unaudited Pro Forma Condensed Combined Financial Information of the Company

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.

SkyWater Technology, Inc.

Date: September 15, 2025

By:

/s/ Thomas J. Sonderman

Name:

Thomas J. Sonderman

Title:

Chief Executive Officer

FAQ

What does SkyWater Technology (SKYT) disclose in this 8-K/A amendment?

SkyWater adds required financial details for its acquisition of the Fab 25 Business of Infineon Technologies AG. The filing supplies audited and interim combined abbreviated financial statements and unaudited pro forma condensed combined financial information reflecting the acquisition and related debt financing.

What acquisition is described for SkyWater Technology (SKYT) in this filing?

SkyWater acquired all membership interests of Spansion Fab 25, LLC from Spansion LLC, an affiliate of Infineon Technologies AG. The acquired Fab 25 Business holds substantially all property, plant, equipment, employees, and related assets and liabilities of Infineon’s 200 mm fab in Austin, Texas.

How did SkyWater Technology (SKYT) finance the Fab 25 acquisition?

The transaction was financed through debt under an Amended and Restated Loan and Security Agreement with Siena Lending Group LLC and other parties. This agreement, executed on June 30, 2025, provided proceeds used to complete the acquisition of the Fab 25 Business of Infineon Technologies AG.

What financial statements are included for the Fab 25 Business in SkyWater’s (SKYT) amendment?

The amendment includes audited and interim statements for the Fab 25 Business of Infineon Technologies AG. These combined abbreviated financial statements cover assets acquired and liabilities assumed, with audited annual data and unaudited interim results filed as Exhibits 99.1 and 99.2.

What pro forma information does SkyWater Technology (SKYT) provide for the Fab 25 deal?

SkyWater files unaudited pro forma condensed combined statements as Exhibit 99.3. These include a pro forma balance sheet and statements of operations for specified periods, illustrating the combined impact of the Fab 25 acquisition and related debt financing on SkyWater’s historical financial results.

Does SkyWater Technology (SKYT) highlight any risks about the Fab 25 acquisition results?

The company cautions that actual results may differ from the pro forma information presented. It notes that performance relating to the transaction could be materially different, referencing various factors discussed in its filings with the SEC as potential sources of variation.