[8-K] Volcon, Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

ASP Isotopes Inc. (NASDAQ: ASPI) filed an 8-K dated July 25 2025 reporting that the Competition Commission of South Africa has conditionally approved ASPI’s offer to acquire all issued ordinary shares of Renergen Limited. The decision removes a key antitrust obstacle, but closing remains subject to unspecified conditions outlined by the regulator. No purchase price, financing details, or closing timetable are disclosed in the filing.

The related press release is furnished as Exhibit 99.1 (excluding its 5th and 6th paragraphs). No financial statements or earnings updates accompany this report.

Insights

M&A Specialist

TL;DR: Conditional antitrust clearance advances ASPI-Renergen deal; positive milestone but final close still requires meeting regulator’s conditions.

Regulatory approval is the largest external hurdle in cross-border deals. South Africa’s Competition Commission granting conditional clearance materially de-risks the transaction, signalling limited competitive concerns. While conditions are undisclosed, history suggests they are typically behavioural rather than structural when granted at this stage. The absence of price or financing data limits valuation analysis, yet the filing confirms ASPI’s intent to expand its isotope footprint via Renergen’s helium assets. Overall, an accretive step in the M&A timeline.

Risk Analyst

TL;DR: Approval is good, but unknown conditions and missing deal terms leave execution and dilution risks unresolved.

Investors should temper enthusiasm. ‘Conditional’ means ASPI must satisfy requirements that could delay or alter economic returns. The 8-K omits cost, funding structure, and synergy targets, preventing a risk-adjusted assessment of impact on leverage or dilution. Additionally, no mention is made of other jurisdictional clearances that may be necessary. Until conditions are published and financing clarified, the development is neutral-to-modestly positive.

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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): July 25, 2025 (July 24, 2025)

__________________________

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________

Delaware	001-40867	84-4882689
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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-14(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 $0.00001 per share		VLCN		NASDAQ

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 7.01 Regulation FD Disclosure.

On July 25, 2025, Volcon, Inc. (the “Company”) issued a press release announcing the Share Repurchase Program (as defined below) and providing an update regarding the Company’s current Bitcoin holdings.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Information.

The On July 24, 2025, the Board of Directors of the Company (the “Board”) authorized a share repurchase program (the “Share Repurchase Program”) authorizing the repurchase of up to $100 million shares of the Company’s outstanding common stock, par value $0.00001 (“Common Stock”). The authorization is effective through July 24, 2027, subject to extension or earlier termination by the Board of Directors at any time. The shares of Common Stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of the Common Stock, general market and economic conditions and applicable legal requirements.

As of July 25th at 8:00am ET, the Company holds 3,183.37 BTC acquired for an aggregate purchase price of approximately $375 million, reflecting an average purchase price of approximately $117,697 per BTC .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated July 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

	VOLCON, INC.
Date: July 25, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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FAQ

What did ASP Isotopes (ASPI) announce on July 25, 2025?

ASPI reported that South Africa’s Competition Commission conditionally approved its proposed acquisition of all ordinary shares of Renergen Limited.

Which regulatory body approved the ASPI-Renergen deal?

The Competition Commission of South Africa granted conditional approval.

Are there conditions attached to the approval?

Yes. The clearance is conditional, but specific requirements are not disclosed in the 8-K.

Does the filing disclose the purchase price or financing terms?

No. The 8-K contains no information on price, funding structure, or expected synergies.

Where can investors find the related press release?

It is furnished as Exhibit 99.1 to the 8-K, except for its fifth and sixth paragraphs.

Are any financial statements included in this 8-K?

No financial statements or earnings data were provided in the filing.