UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 4)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ☐ |
| Securities Act Rule 802 (Exchange Offer) | ☒ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☐ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☐ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ |
Renergen Limited
(Name of Subject Company)
Not applicable
(Translation of Subject Company’s Name into English (if applicable))
Republic of South Africa
(Jurisdiction of Subject Company’s Incorporation or Organization)
ASP Isotopes Inc. |
(Name of Person(s) Furnishing Form) |
Ordinary Shares
(Title of Class of Subject Securities)
ISIN ZAE000202610
(CUSIP Number of Class of Securities (if applicable))
Stefano Marani
Chief Executive Officer
Renergen Limited
Sandton Gate, Second Floor,
25 Minerva Avenue,
Glenadrienne, Sandton,
Gauteng, 2196
South Africa
Tel: +27 10 045 6000
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
with a copy to:
Donald Ainscow, Esq.
Executive Vice President, General Counsel and Secretary
ASP Isotopes Inc.
601 Pennsylvania Avenue NW
South Building, Suite 900
Washington, DC 20004
Tel: +1 (202) 756-2245
May 20, 2025 (Publication of Joint Firm Intention Announcement)
Date Business Combination Commenced
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This Notification on Form CB is being furnished by ASP Isotopes Inc., a Delaware corporation (the “Company” or “ASP Isotopes”), in connection with the Company’s announcement of its firm intention to acquire 100% of the ordinary shares (excluding treasury shares) of Renergen Limited (“Renergen”), a South African company listed on the exchange operated by the JSE Limited, pursuant to a scheme of arrangement under South African law pursuant to which Renergen shareholders will receive 0.09196 new ASP Isotopes shares for each Renergen share held on the record date (the “Scheme”) .
At a general meeting of Renergen shareholders held on July 10, 2025, Renergen shareholders approved the resolution relating to the approval of the Scheme (with support from 99.8% of voting Renergen shareholders). The Johannesburg Stock Exchange (“JSE") has approved the listing of ASP Isotopes on the Main Board of the JSE under the abbreviated name “ASPI”, share code “ISO” and international securities identification number US00218A1051, with effect from the commencement of trade on August 27, 2025. The implementation of the Scheme remains subject to and will only become operative upon the fulfilment or, if applicable, waiver of a number of conditions, including various regulatory approvals and third party consents, by no later than September 30, 2025, unless extended.
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) The following documents are attached as exhibits to this Form CB:
# Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB (Amendment No.3) filed on June 13, 2025.
## Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB (Amendment No.2) filed on May 29, 2025.
Item 2. Informational Legends
A legend complying with Rule 802(b) under the Securities Act of 1933 has been included in the Combined Circular to Renergen Shareholders in Relation to Scheme of Arrangement and Standby Offer and the Circular to Renergen Shareholders in Relation to Shareholder Ratification Resolution.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1) | Exhibit No. |
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| # Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB filed on May 21, 2025. | ||
| ## Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB (Amendment No.1) filed on May 22, 2025. | ||
| ### Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB (Amendment No.2) filed on May 29, 2025. | ||
| #### Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB (Amendment No.3) filed on June 13, 2025. | ||
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(2) | Not applicable. | ||
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(3) | Not applicable. |
PART III - CONSENT TO SERVICE OF PROCESS
Not applicable.
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PART IV — SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ASP Isotopes Inc. |
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Date: August 8, 2025 | By: | /s/ Donald G. Ainscow |
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| Donald G. Ainscow |
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| Executive Vice President, General Counsel and Secretary |
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