6K ADDITIVE, INC. — Capital/Financing Update 2025

Dec 2, 2025

6K Additive, Inc. ARBN 692 243 646

Prospectus

Initial Public offering of cHess Depositary Interests over shares of common stock

each cDI issued under this Prospectus represents a beneficial interest in one share of stock in 6K Additive, Inc.

this is a replacement prospectus dated 11 November 2025.

It replaces the original Prospectus dated 4 November 2025.

this offer is fully underwritten by Bell Potter securities Limited and Morgans corporate Limited Not for distribution in the united states except by the company to its us-based Directors

JoINt LeAD MANAGers AND uNDerWrIters

FINANcIAL ADVIsers

LeGAL couNseL

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IMPORTANT NOTICES

offer

This Prospectus is issued by 6K Additive, Inc. (ARBN 692 243 646), a Delaware corporation (6KA or the company) for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (corporations Act). The offer contained in this Prospectus is an offer to subscribe for CHESS Depositary Interests (cDIs) over shares of common stock in the Company (stock) that will be issued by the Company (offer).

Each CDI issued under this Prospectus represents a beneficial interest in one share of Stock in the Company. The legal title to the underlying Stock will be held by CHESS Depositary Nominees Pty Ltd (cDN) as depositary nominee, with CDI Holders entitled to all direct economic benefits and rights attaching to that Stock, as described in this Prospectus. CDIs give a holder similar but not identical rights to a holder of Stock.

The issue of this Prospectus is necessary to allow investors to trade CDIs on the ASX and settle transactions through the Clearing House Electronic Subregister System (cHess). See Section 7 for further information on the Offer, including as to details of the CDIs and underlying Stock that will be issued under this Prospectus. Lodgement and Listing

This replacement prospectus is dated 11 November 2025 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date (Prospectus Date). It is a replacement prospectus, which replaces the prospectus dated 4 November 2025 (original Prospectus) which was lodged with the ASIC on that date. For the purposes of this document, this replacement prospectus will be referred to as the Prospectus.

• The material changes made to the Original Prospectus are as follows: • clarifying that disclosed ESG performance figures represent best-case results from the independent life cycle assessment and include context on scope, assumptions, and limitations to those figures;

• • the Chair’s Letter now highlights key investment risks, including potential future capital requirements and dilution, and incorporates the auditor’s going concern opinion alongside the Directors’ position post Offer and clarifies ESG performance figures;

• Sections 1, 6 and 9 now clarify Option vesting and potential dilution;

• • Sections 4.3 and 4.4 have been amended to disclose Reported Historical Income Statements and Reported Historical Cash Flows ahead of Pro forma Historical Income Statements, Pro forma key operating and financial metrics and Pro Forma Historical Cash Flows;

• Table 4.7 has been updated to reflect consistent “Pro forma” style; and

• • the Company’s financial year end being 31 December, its use of USD as its functional currency, as well as its adoption of US GAAP and US audit processes has been made prominent in the Investment Overview and Section 4.

The Company has applied to the Australian Securities Exchange (AsX) for admission of the Company to the Official List and quotation of the CDIs on ASX. None of ASIC, ASX or any of their respective officers takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. As set out in Section 7, it is proposed that the CDIs will be quoted on ASX. The Company, the CDI Registry and the Joint Lead Managers disclaim all liability, whether in negligence or otherwise, if an investor sells CDIs before receiving their holding statement.

expiry Date

This Prospectus expires on the date that is 13 months after the date of the Original Prospectus (expiry Date) and no CDIs will be issued on the basis of this Prospectus after the Expiry Date.

Note to Applicants

The information contained in this Prospectus is not investment or financial product advice and has been prepared as general information only, without consideration for the particular investment objectives, financial situation or particular needs (including financial and tax needs) of any prospective investor.

It is important that prospective investors read this Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, an investor should consider the risk factors that could affect the performance of the Company. Prospective investors should carefully consider these risks in light of their investment objectives, financial situation and particular needs (including financial and tax needs) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the CDIs. Some of the key risk factors that should be considered are set out in Section 5. There may be risk factors in addition to these that should be considered.

Prospective investors should also consider the assumptions underlying the Financial Information set out in Section 4 and the risk factors that could affect the Company’s business, financial condition, and results of operations. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company, the Directors, the Joint Lead Managers or any other person in connection with the Offer.

exposure Period

The Corporations Act prohibits the Company from processing applications to subscribe for CDIs offered under this Prospectus (Applications) in the seven day period after lodgement of the Prospectus with ASIC (exposure Period). The Exposure Period may be extended by ASIC by up to a further seven days.

The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period.

obtaining a copy of this Prospectus

During the Exposure Period, an electronic version of this Prospectus without an Application Form will be available at www.computersharecas.com.au/6kaoffer to persons who are Australian residents only. Application Forms will not be made available until after the Exposure Period has expired. During the Offer Period, this Prospectus can be obtained, by eligible investors, in electronic form from the Offer website, www.computersharecas.com.au/6kaoffer

The Prospectus is available only to residents of Australia that are not U.S. Persons accessing and downloading, or printing, the electronic Prospectus in Australia and is not available to persons in other jurisdictions (including persons in the United States or that are U.S. Persons), except for certain Directors of the Company) in which it may not be lawful to make an offer under this Prospectus other than to Institutional Investors as part of the Institutional Offer in certain jurisdictions.

A copy of the Prospectus is available free of charge during the Offer Period to any person in Australia by calling the Company’s Offer Information Line on 1300 850 505 (toll-free within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday (excluding public holidays). Copies of this Prospectus are not available to any person in the United States (except for certain Directors of the Company) or any person that is, or is acting for the account or benefit of, a U.S. Person.

Applications for CDIs may only be made during the Offer Period on an Application Form attached to or accompanying this Prospectus. By making an Application, Applicants declare that they were given access to the Prospectus in full, together with an Application Form.

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to, or accompanied by, this Prospectus in its complete and unaltered form.

No cooling-off rights

Cooling-off rights do not apply to an investment in CDIs issued under this Prospectus. This means that, in most circumstances, an Application cannot be withdrawn once it has been made.

6K Additive, Inc. | Prospectus

Financial Information

All references in this Prospectus to:

• FY23 and FY24 are to the financial years ended 31 December 2023 and 31 December 2024 respectively;

• HY24 and HY25 are to the half financial years ended 30 June 2024 and 30 June 2025 respectively,

unless otherwise indicated.

Section 4 sets out in detail the Financial Information referred to in this Prospectus and the basis of preparation of that Financial Information.

The Financial Information included in Section 4 has been prepared and presented in accordance with the recognition and measurement principles of U.S. Generally Accepted Accounting Principles (u.s. GAAP) and the significant accounting policies of 6KA (as set out in Appendix A).

Where financial information and metrics present pro forma amounts, they have been labelled “pro forma”. Unless otherwise noted, the financial information and metrics are on a reported basis.

Investors should also note that the Pro Forma Historical Financial Information included in this Prospectus does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission (sec).

Investors should note that certain financial data included in the Prospectus is classified as non-GAAP financial measures under Regulation G of the United States Securities Exchange Act of 1934, as amended (u.s. exchange Act). The disclosure of such non-GAAP financial measures in the manner included in this Prospectus may not be permissible in filings made with the SEC. The Company believes the use of non-GAAP financial measures provides useful information to users in measuring the financial performance and conditions of 6KA. The non-GAAP financial measures do not have standardised meanings prescribed by U.S. GAAP, Australian Accounting Standards (AAs) and other authoritative pronouncements issued by the Australian Accounting Standards Board (AAsB) or International Financial Reporting Standards (IFrs) and therefore may not be comparable with other similarly titled measures presented by other entities, nor should these be interpreted as an alternative to other financial measures determined in accordance with U.S. GAAP, AAS or IFRS. Investors are cautioned not to place undue reliance on any non-GAAP financial information, ratios or metrics included in this Prospectus. For a description of non-GAAP financial information included in this Prospectus, see Section 4.

All amounts contained in the Financial Information in Section 4 are expressed in United States dollars (US$ or USD). Any discrepancies between totals and sums of components in tables and figures contained in this Prospectus are due to rounding. Tables and figures contained in this Prospectus have not been amended by the Company to correct immaterial summation differences that may arise from this rounding convention.

The Financial Information in this Prospectus should be read in conjunction with, and it is qualified by reference to, the information contained in Section 4.

Investigating Accountant’s report on Financial Information and financial services guide

The Investigating Accountant has prepared the Investigating Accountant’s Report in relation to the Financial Information. The Investigating Accountant’s Report is provided in Section 8.

statements of past performance

This Prospectus includes information regarding the past performance of the Company. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

Disclaimer

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company, the Directors, the Joint Lead Managers, or any other person in connection with the Offer. You should rely only on information in this Prospectus when deciding whether to invest in CDIs. Except as required by law, and only to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company, or any return on any investment made pursuant to this Prospectus.

Forward looking statements

This Prospectus may contain forward looking statements (statements as to the future) which are typically identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘anticipates’, ‘intends’ and other similar words.

You should consider that as such statements relate to future matters, they are subject to inherent risks, uncertainties and assumptions that could cause actual results or events to differ materially from those foreshadowed in the forward looking statement. Neither the Company, the Directors, nor any other person named, with their consent, in this Prospectus can assure you that any forward looking statement or projected result will be achieved.

Market and Industry Data

This Prospectus (and in particular Section 2) contains data relating to the industries, segments, sectors and channels in which the Company operates (Industry Data).

Unless otherwise stated, the Industry Data has been prepared by the Company using both publicly available and internally generated data (including acquired or commissioned industry research). The Company’s internally generated data is based on estimates and assumptions that both the Directors and the Company’s management believe to be reasonable, as at the Prospectus Date.

All figures and tables in this Prospectus are generated by the Company unless otherwise noted.

u.s. securities law restrictions

The CDIs and the underlying Stock offered under this Prospectus have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. Persons except in transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable state securities laws. In addition, any hedging or similar transactions in the CDIs or the underlying Stock may not be conducted unless in compliance with the U.S. Securities Act.

The CDIs and the underlying Stock being offered pursuant to this Prospectus are being made available to investors (i) in reliance on the exemption from registration contained in Regulation S of the U.S. Securities Act for offers which are made outside of the United States and (ii) to certain Directors of the Company. The CDIs and the underlying Stock which are issued under Regulation S and the Offer will be “restricted securities” under Rule 144 of the U.S. Securities Act. This means that investors in the Offer will not be able to sell the CDIs and the underlying Stock issued to them under the Offer into the United States or to a U.S. Person for a period of 12 months from the date of allotment of the CDIs under the Offer, unless the resale of the CDIs or the underlying Stock is registered under the U.S. Securities Act or an exemption is available. Please refer to Section 7.7 for further information.

To enforce the above transfer restrictions, the Company will request that all CDIs issued under the Offer, or any Stock to which the CDIs have been converted prior to the end of the restriction period noted above, contain a legend to the effect that transfer is prohibited except in accordance with Regulation S of the U.S. Securities Act, or pursuant to an available exemption from registration; and that hedging transactions involving the CDIs, or any Stock into which CDIs may be converted, may not be conducted unless in compliance with the U.S. Securities Act.

In addition, the Company will request that all CDIs issued under the Offer bear a “FOR U.S” designation on the ASX. This designation automatically prevents any CDIs from being sold on the ASX to investors that are U.S. persons unless they are

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6K Additive, Inc. | Prospectus

IMPORTANT NOTICES CONTINUED

“qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act). However, investors will still be able to freely transfer their CDIs on ASX to any person other than a U.S. person. Please refer to Section 9.10 for further information on the FOR U.S. restrictions which will be placed on the CDIs. Finally, all investors subscribing for CDIs under the Offer from outside the United States will be required to make certain representations and warranties regarding their non-U.S. status in their Application for CDIs under the Offer. Please refer to Section 9.10 for further information.

other foreign jurisdictions

This Prospectus does not constitute an offer or invitation to apply for CDIs or the underlying Stock in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the CDIs or the underlying Stock or the Offer under this Prospectus, or to otherwise permit a public offering of CDIs or the underlying Stock, in any jurisdiction other than Australia.

The Offer is not being extended to any investor outside Australia, or to any U.S. Person or person acting for the account or benefit of a U.S. Person, other than to Institutional Investors as part of the Institutional Offer in certain jurisdictions (and Directors of the Company). The distribution of this Prospectus outside Australia (including electronically) is restricted by law and persons who come into possession of this Prospectus outside Australia should observe any such restrictions, including those set forth in Section 7.7. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty made by the Applicant to the Company that there has been no breach of such laws and that all necessary approvals and consents have been obtained. See Section 7.7 for more details on selling restrictions that apply to the Offer and sale of CDIs in jurisdictions outside Australia.

trademarks

This Prospectus may contain trademarks of third parties, which are the property of their respective owners. Third party trademarks used in this Prospectus belong to the relevant owners and use is not intended to represent sponsorship, approval, or association by or with 6KA.

Privacy

By completing an Application Form, Applicants are providing personal information to the Company through the CDI Registry, which is contracted by the Company to manage Applications. The Company and the CDI Registry on its behalf, and their agents and service providers may collect, hold, disclose and use that personal information to process the Application, service the Applicant’s needs as a CDI Holder or Stockholder (as applicable), provide facilities and services and carry out appropriate administration, and for other purposes related to a CDI or Stock holding listed below.

If an Applicant does not provide the information requested in the Application Form, the Company and the CDI Registry may not be able to process or accept the Application. The Company may require information about an Applicant (including name, address, and details of the CDIs or Stock held) for the purpose of maintaining the CDI register and the Share Register.

The Company and the CDI Registry may disclose personal information for purposes related to an investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth):

• the CDI Registry and the Share Registry for ongoing administration of the Company’s registers;

• printers and other companies for the purposes of preparation and distribution of statements and for handling mail;

• market research companies for the purposes of analysing the CDI Holder and Stockholder base and for product development and planning; and

• legal and accounting firms, auditors, contractors, consultants and other advisers for the purposes of administering, and advising on, the CDIs and Stock and for associated actions.

• The disclosure above is likely to result in the transmission of personal information between Australia and the United States as required to complete the above tasks.

An Applicant can request access to their personal information or obtain further information about the Company’s privacy practices by contacting the Company or the CDI Registry. The CDI Registry’s complete privacy policy is available at the CDI Registry’s website: www.computershare.com/au/privacy-policies. Queries regarding the CDI Registry’s privacy policy may also be emailed to privacy@computershare.com.au.

Disclaimer

None of the Joint Lead Managers have authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Prospectus and there is no statement in this Prospectus which is based on any statement made by any of them or by any of their respective affiliates, officers or employees. To the maximum extent permitted by law, the Joint Lead Managers and each of their respective affiliates, officers, employees and advisers, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to their respective names and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus.

The Joint Lead Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include trading, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses or other transaction consideration.

In the course of these activities, the Joint Lead Managers and their respective affiliates may at any time for their own account and for the accounts of their clients make or hold investments in equity securities or other financial products of the Company or its affiliates, and receive customary fees and expenses or other transaction consideration in respect of such activities.

Photographs and diagrams

Photographs and diagrams used in this Prospectus that do not have descriptions are for illustration purposes only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or that the assets shown in them are owned by the Company.

currency

References to ‘A$’ or ‘AUD’ are references to Australian currency. References to ‘US$’ or ‘USD’ are references to the currency of the United States of America.

company website

Any references to documents included on the Company’s website are provided for convenience only, and none of the documents or other information on the Company’s website, or any other website referred to in this Prospectus, is incorporated in this Prospectus by reference.

regulation of the company

As the Company is not incorporated in Australia, its general corporate activities (apart from any offering of securities in Australia) are not regulated by the Corporations Act or by ASIC but instead are regulated by Delaware General Corporation Law (DGcL) and applicable U.S. laws. Please refer to Section 9.9 for information regarding the comparative differences between the U.S. and Australian law. Investors may consider these differences to be material to their investment decision.

Questions

If you have any questions in relation to the Offer, contact the Company’s Offer Information Line during the Offer Period on 1300 850 505 (toll-free within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday (excluding public holidays).

This document is important and should be read in its entirety.

Definitions

Some of the terms and abbreviations used in this Prospectus have defined meanings. These are capitalised and defined in the Glossary at Section 10.

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6K Additive, Inc. | Prospectus

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CONTENTS
Important Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IFC
Key Offer Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Chair’s Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1. Investment Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2. Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3. Company Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
6. CONTENTS Key people, interests and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
7. Details of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
8. Investigating Accountant’s Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
9. Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
10. Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
Appendix A – Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189
Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IBC
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6K Additive, Inc. | Prospectus

KEY OFFER INFORMATION

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KEY DATES FOR THE OFFER DATE
Lodgement of Prospectus with ASIC 4 November
Lodgement of Replacement Prospectus with ASIC 11 November
Offer opens 12 November
Offer closes 27 November
Issue of CDIs 3 December
Expected quotation date of CDIs and commencement of trading on ASX 4 December
on a normal settlement basis
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• All Dates 2025.

DATES MAY CHANGE

The dates above are indicative only and may change without notice.

The Company, in consultation with the Joint Lead Managers, reserves the right to vary the times and dates of the Offer, including, subject to the Corporations Act and Listing Rules, to close the Offer early, extend the Offer or to accept late Applications or bids, either generally or in particular cases, or to cancel or withdraw the Offer, in each case without notification to any recipient of this Prospectus or any Applicants. Applications received under the Offer are irrevocable and may not be varied or withdrawn except as required by law. If the Offer is cancelled or withdrawn before the issue of CDIs, then all Application Monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Applicants are encouraged to submit their Applications as soon as possible after the Offer opens.

HOW TO INVEST

Applications for CDIs can only be made by completing and lodging the Application Form. Instructions on how to apply for CDIs are set out in Section 7 and on the back of the Application Form.

QUESTIONS

If you have any questions in relation to the Offer, contact the Company’s Offer Information Line during the Offer Period on 1300 850 505 (toll-free within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday (excluding public holidays). If you are unclear in relation to any matter, or you are uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance from your solicitor, stockbroker, accountant, or other independent and qualified professional adviser before deciding whether to invest.

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KEY OFFER STATISTICS
Offer Price A$1.00 per cDI
Ratio of CDIs to Stock 1:1
Minimum subscription under the Offer A$48 million
Proposed ASX Code AsX:6KA
Number of CDIs available under the Offer 48 million
Total number of securities on issue on completion of the Offer 267 million [1]
Indicative market capitalisation undiluted on completion of the Offer A$267 million [1]
Indicative market capitalisation on a fully diluted basis on completion A$282 million [1]
of the Offer
Indicative enterprise value at Listing A$206 million [2]
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Notes:

1. See Section 9.4 for more details. Assumes no Options are exercised.

2. Enterprise value is calculated (on a non-diluted basis) as the sum of the market capitalisation of the Company at the Offer Price and the net debt (cash) in the Pro Forma Balance sheet section 4.6.

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6K Additive, Inc. | Prospectus

CHAIR’S LETTER

Dear Investor,

On behalf of the Board of 6K Additive, Inc. (6KA or the company), I am pleased to present this Prospectus and to invite you to become a CDI Holder in the Company.

ABOUT 6K ADDITIVE

6KA was founded with a clear mission: to revolutionise the production of high-performance metal powders and related materials.

Headquartered in Burgettstown, Pennsylvania, USA, the Company combines decades of experience in the metals industry together with the latest metal powder production technology.

The UniMelt[®] microwave plasma technology used by the Company converts a broad range of metals including titanium, nickel and refractory alloys, into highly valued spherical particles optimised for additive manufacturing. The UniMelt[®] technology was originally spun out of MIT and is protected by over 30 issued patents in the U.S. and internationally. The Company enjoys an exclusive, global, royalty-free license to use the UniMelt[®] technology for production of metal powders granted by its majority stockholder 6K Inc.

We believe the UniMelt[®] technology is unmatched in versatility, quality and efficiency and is able to produce metal powder across a wide range of metals from numerous scrap options, including solid scrap, out-of-specification powders, swarf and end of life parts.

Third party analysis tells us that the UniMelt[®] technology achieves greater than 85% yield, and, in specific scenarios modelled, can use up to 90% less energy and generates up to 90% less emissions than incumbent competitive processes. These figures represent the highest reductions observed in the independent life cycle assessments and may not reflect typical or average performance and are further discussed in Section 3.12 of the Prospectus.

The Company’s management team brings decades of industrial and manufacturing experience from prior positions at companies including Boeing, ATI, Carpenter Additive and Ford.

The Company currently supplies to defence, aerospace, medical and other industrial markets, selling to over 100 customers and having achieved product qualification, either directly or indirectly, with Tier 1 OEM leaders including Honeywell Aerospace, RTX, ABB and Boeing.

We are especially proud of the strong support the Company receives from the United States Department of War. The importance of the Company’s products to U.S. national security is reflected in the award of a US$23.4m Defence Production Act Title III grant in December 2023 (DPA title III Grant). The DPA Title III Grant provides 50% of the capital for the expansion of 6KA’s production capability to upcycle high-grade metals used in aircraft, rocket systems, radar systems and other critical defence applications.

The Company’s expansion plan involves the consolidation of five of our six existing sites to our headquarters in Burgettstown over a 40-month period, which commenced in January 2024, and is expected to result in a 5X increase in our powder production capacity. At the request of the Department of War, the expansion includes the establishment of ingot production from scrap sources.

RECENT PROGRESS & KEY MILESTONES

Over the past 24 months, 6KA has achieved notable milestones:

• Delivered to customers over a dozen different alloys, including high-performance refractory metals alloys for hypersonic and space exploration applications.

• Secured supply agreements with multiple Tier 1 customers in key sectors including defence, aerospace and medical.

• Acquired a VIGA atomiser for the production of nickel and cobalt based alloys.

• Expanded powder production capacity from 50MT to 200MT tonnes, increasing powder revenue share from 20% to over 65%.

• Built a sales pipeline to over US$230m potential demand.

• Received several U.S. Government grants including the DPA Title III Grant of US$23.4m.

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• Recruited a Board with exceptional capabilities to support the Company’s business.

These achievements demonstrate commercial traction, technical validation and our team’s ability to execute, all of which gives us strong confidence in our growth trajectory.

REASONS FOR LISTING

The Company is seeking to raise capital via the Offer to meet its matched funding obligations under the DPA Title III Grant and achieve its consolidation and expansion plans outlined above, as well as to expand its commercial and sales functions and lay the foundation for international expansion.

Specifically, the IPO proceeds are proposed to be deployed to:

• Consolidate most of 6KA’s existing operations to the Global Manufacturing Headquarters in Burgettstown, Pennsylvania

• Expand powder production through the installation of four additional UniMelt[®] units in late 2026

• Establish a dedicated refractory metals production facility

• Procure Electron Beam Cold Hearth and Vacuum Induction Melting furnaces as part of a new ingot production facility

• Expand sales, marketing and customer support capabilities

• Strengthen working capital and provide balance sheet resilience

We believe these investments will position 6KA as a clear leader in additive manufacturing materials, ensure scalable, profitable growth, and build long-term shareholder value.

OUTLOOK

We believe the outlook for metal additive manufacturing is extremely promising. Across industries, there is strong demand for materials that deliver better strength-to-weight ratios, thermal/chemical resistance, duration, and consistent performance. 6KA has the technologies and customer relationships and will now scale to fulfil that demand.

The Company’s auditor has, in accordance with its US auditing standards, included a paragraph in its review conclusion for HY25 noting “substantial doubt about the Company’s ability to continue as a going concern”. This opinion was made without reference to this Offer and the extent to which the proceeds from this Offer enables the Company to receive the funds from the DPA Title III Grant as set out in Sections 3.9, 4 and 7.1 of the Prospectus. Accordingly, the Directors believe that there are reasonable grounds that 6KA will be able to continue as a going concern as a result of the proceeds raised from this fully underwritten A$48 million Offer.

INVITATION

This Prospectus contains detailed information about the Offer and the risks associated with an investment in the Company, which potential investors should carefully consider. Such risks, including the risk the Company may require additional capital to fund its expansion plans and the potential dilutionary effect this may have on your holding and operational risks relating to the Company achieving its commercial objectives and expanding production, are set out in detail in Section 5 and you should read this Prospectus carefully and in its entirety and seek relevant professional advice before making a decision to invest.

On behalf of the Board, I invite you to carefully review this Prospectus and consider the opportunity to participate in the next chapter of our growth as a listed company.

Yours faithfully,

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David seldin Non-Executive Chairperson 6K Additive, Inc.

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1. INVESTMENT OVERVIEW

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1. INVESTMENT OVERVIEW

1.1 INTRODUCTION

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FURTHER
TOPIC SUMMARY INFORMATION
Who is the 6K Additive, Inc., a company incorporated in Delaware, USA, Sections 3.1, 9.1
issuer of this and registered in Australia as a foreign company (ARBN 692 243 646).
Prospectus?
What does the The Company is a US-based advanced materials business that produces Sections 3.1,
company do? premium metal powders, alloy compacts, and mill products for additive 3.2, 3.3, 3.6
manufacturing and other high-performance applications. The Company
operates a closed-loop model, upcycling scrap metal, machine turnings,
and out-of-specification powders into engineered feedstock. This feedstock
is processed into high-quality powders and alloys for customers in
aerospace, defence, medical, energy, and industrial sectors.
The core of the Company’s technology is the UniMelt [®] microwave
plasma process, that transforms scrap and recycled materials into
high-purity powders with the consistency and performance required
for advanced manufacturing. This process, exclusively licensed to it by
6K Inc., enables the Company to supply titanium, nickel, refractory, and
other specialty alloys almost entirely from domestic U.S. scrap, reducing
reliance on imported materials and supporting supply chain resilience.
Processing scrap in-house at lower cost than virgin material underpins
the Company’s cost advantage.
By leveraging UniMelt [®] technology and its closed-loop sourcing, the
Company is one of the few able to deliver sustainable, high-performance
metal powders and alloys at scale. Its products are qualified by leading
customers across multiple industries. The business model supports
both environmental sustainability and economic efficiency by reducing
waste, lowering material costs, and enabling circular use of critical metals
in U.S. manufacturing.
What is the The Company offers a comprehensive portfolio of advanced metal Sections 3.1,
company’s products designed for additive manufacturing and high-performance 3.2, 3.3, 3.4, 3.6
product offering? industrial applications.
At the core of its product range are spherical metal powders produced
using the proprietary UniMelt [®] microwave plasma technology, including
titanium alloys, nickel superalloys, and refractory metals. These powders
are engineered for use in a variety of additive manufacturing processes
such as laser powder bed fusion (LPBF), electron beam melting (eBM),
directed energy deposition (DeD), and binder jetting. The UniMelt [®]
process delivers powders with high sphericity, minimal satellites,
excellent flowability, and full density, traits that are critical for uniform,
defect-resistant builds in demanding applications. The technology also
enables the use of scrap and recycled feedstock, supporting both cost
efficiency and sustainability.
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FURTHER
TOPIC SUMMARY INFORMATION
What is the In addition, the Company produces angular metal powders. These are Sections 3.2,
company’s typically titanium and chromium powders with irregular morphology, 3.3, 3.4, 3.6
product offering? which are well-suited for cold spray, coatings, and conventional powder
continued metallurgy (press and sinter) markets. The angular shape supports
enhanced mechanical interlocking, green strength, and surface adhesion,
making these powders ideal for aerospace and defence component
repair, corrosion-resistant coatings, structural reinforcement, and
automotive sintered parts.
The Company also manufactures alloy compacts, specifically titanium
and zirconium additions, used by aluminium producers as melt additives
for grain refinement and elemental additions. These compacts are
essential for achieving target mechanical properties and surface quality
in aluminium sheet, plate, and cast products.
Many of the Company’s products are qualified and adopted by customers
in a range of high-value sectors, including aerospace, defence, medical,
energy, and general industry.
What is the The Company was incorporated in Delaware on 22 February 2019 Sections
company’s as Amastan Phoenix LLC. In June 2020, the Company changed its 3.2, 9.1
history? name to 6K Additive, reflecting its focus on advanced materials
and additive manufacturing.
The Company was established to commercialise metal powder production
using the UniMelt [®] microwave plasma technology, developed and
patented by its major Stockholder, 6K Inc., and licensed exclusively to
the Company. This technology is central to the Company’s operations,
enabling the transformation of scrap metal and other feedstocks
into high-quality metal powders for additive manufacturing and
advanced applications.
In 2019, the Company acquired the assets of AL Solutions, Inc.
in Burgettstown, Pennsylvania, bringing expertise in upcycling titanium
scrap for the aluminium industry and valuable supply relationships.
This acquisition formed the foundation for the Company’s initial
operations and allowed commercialisation of titanium, nickel, and
refractory metal powders through the UniMelt [®] process between 2020
and 2022. The Burgettstown site became the Company’s headquarters
and main production facility, supported by specialised operations in
Pennsylvania, Missouri, West Virginia, and California.
The Company expanded further through acquisitions. In September 2021,
it acquired the assets of Specialty Metallurgical Products Co., Inc (sMP),
a competitor with a Ti/Zr sponge tablets product line that complemented
the Company’s alloy segment. SMP’s operations in Red Lion, Pennsylvania,
were integrated into the Company’s consolidation strategy. In June 2023,
the Company acquired Global Metal Powders, securing critical sizing
technology for in-house production of Ti/Ta/Nb feedstocks and
introducing a high-purity chromium powder product line.
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FURTHER
TOPIC SUMMARY INFORMATION
What is the The Company operates within the global metal powders industry, with Sections. 2.1,
industry in which a specific focus on powders for additive manufacturing (AM). The metal 2.2, 2.4
the company powders industry encompasses a range of processes and applications,
operates? including traditional powder metallurgy (PM), metal injection molding
(MIM), and advanced digital manufacturing techniques such as AM.
Metal powders are used to manufacture solid metal parts by compacting
and sintering, as well as by newer digital processes that build parts layer
by layer.
The AM powder market is a high-value segment of the broader metal
powders industry. AM powders serve a diverse set of sectors, including
aerospace, defence, medical, energy, automotive, and general industry.
These sectors require high-performance, high-purity powders for
demanding applications such as aircraft components, medical implants,
energy systems, and advanced automotive parts.
Key metals in the AM powder market include titanium alloys (the largest
current revenue segment, driven by aerospace and medical applications),
nickel superalloys (with strong demand from aerospace and energy),
refractory metals (expected to become the highest revenue segment
by 2033), as well as stainless steels and aluminium (with growing adoption
in automotive and industrial applications).
What is the global The global opportunity for the Company is substantial, anchored in the Section 2.1,
opportunity? rapidly growing metal powders market. According to the prospectus, 2.5, 2.10
the global metal powders market is valued at over US$6.7 billion.
While AM powders represent less than 1% of total global metal powder
consumption by volume, they account for more than 10% of the industry’s
revenue, reflecting their high value and specialised applications.
This disproportionate revenue share is driven by the demanding
requirements and higher price points of AM powders, which are
essential for advanced manufacturing in sectors such as aerospace,
medical, energy, defence and automotive.
The AM powder market is forecast to experience robust growth, with a
projected compound annual growth rate of approximately 19% from
2024 through 2033. This growth is expected to be fuelled by increasing
adoption of AM technologies across high-value industries. For example,
the titanium AM powder segment alone is expected to expand from
US$213.7 million in 2024 to US$940.3 million by 2033, highlighting the
accelerating demand for advanced materials in aerospace and medical
applications. Other key metal segments, such as nickel superalloys
and refractory metals, are also forecast to see significant growth,
reflecting broader trends in industrial innovation and the shift toward
digital manufacturing.
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FURTHER
TOPIC SUMMARY INFORMATION
What does The competitive landscape for the Company in the AM powder market Sections 2, 3.5
the company is characterised by a mix of large, established providers and innovative
competitive new entrants. The market includes major gas atomisation companies
landscape such as Carpenter, Sandvik, Hoganas, Praxair Surface Technologies,
look like? Avimetal, CNPC Powder Corp, Oerlikon, and GKN PM, which collectively
hold significant market share and supply a wide range of metal powders
for AM and other powder metallurgy processes. These companies typically
use gas or plasma atomisation technologies and focus on high-volume
production for global industrial customers.
In addition to these large players, there are plasma atomisation specialists
such as AP&C (GE) and Tekna, which focus on producing high-purity
titanium, aluminium, and refractory metal powders. These companies
are recognised for their expertise in plasma-based processes and serve
demanding applications in aerospace, medical, and energy sectors.
The Company and IperionX represent a new wave of U.S.-based
innovators in the AM powder market. Unlike traditional competitors,
the Company’s business model is built around scrap-based, sustainable
powder production. The Company’s use of the UniMelt [®] microwave plasma
technology enables it to upcycle scrap metal, machine turnings,
and out-of-specification powders into premium metal powders,
alloying additions, and mill products. This closed-loop, circular
approach is a key differentiator, allowing the Company to offer cost,
quality, and sustainability advantages over conventional atomisation
methods that rely on virgin bar or wire feedstock.
Other notable trends in the competitive landscape include the entry
of new players using alternative feedstocks and novel processes, such as
Metal Powder Works (room temperature bar-to-powder process),
Outukumpu (recycled steel scrap via hydride/dehydride), and Epson
Atmix (metal recycling for MIM and AM powders), as well as a growing
focus on regional powder supply and government-oriented sectors,
particularly in response to supply chain resilience and national
security priorities.
How does The Company intends to fund its operations through a combination Sections 4,
the company of recurring revenue from product sales, government grants, and the 3.6, 3.9, 7.1.3
intend to fund proceeds from Listing. The Company’s primary source of ongoing funding
its operations? is revenue generated from the sale of premium metal powders, alloy
compacts, and mill products, which are consumed in ongoing production
by customers in sectors such as aerospace, defence, medical, energy,
and industrial markets. In addition, the Company has secured significant
U.S. government support including the award of a US$23.4 million
Defense Production Act (DPA) Title III grant (DPA title III Grant).
The Company’s Listing is a key component of the Company’s funding
strategy, with the Offer aiming to raise a minimum of A$48 million
(before costs). The proceeds from the Offer, together with the Company’s
existing cash reserves and government grants, are intended to be
applied to equipment purchases, building construction, and working
capital. This capital injection will enable the Company to execute its
operational scale-up, support entry into new markets, and provide the
financial flexibility needed to pursue its growth strategy and respond
to new opportunities.
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FURTHER
TOPIC SUMMARY INFORMATION
Will the company The payment of dividends by the Company is at the discretion of the Section 4.8
pay dividends? Directors. Given the stage of development of the Company, the Directors
have no current intention to declare and pay a dividend.
In determining whether to declare future dividends, the Directors will
have regard to the Company’s earnings, overall financial condition and
capital requirements. There is no certainty that the Company will ever
declare and pay a dividend.
Why is the offer The Offer is being conducted to raise funds to: Sections 3.6,
being conducted? 3.7, 7.1.2
• consolidate most of the Company’s existing operations to the
Global Manufacturing Headquarters in Burgettstown Pennsylvania
• expand powder production through the installation of four
additional UniMelt [®] units in late 2026
• establish a dedicated refractory metals production facility
• procure Electron Beam Cold Hearth and Vacuum Induction
Melting furnaces as part of a new ingot production facility
• expand sales, marketing and customer support capabilities
• strengthen working capital and provide balance sheet resilience
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1.2 KEY FEATURES OF OUR BUSINESS MODEL

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FURTHER
TOPIC SUMMARY INFORMATION
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What is the	The Company’s business model is built around the upcycling of	Sections 3.2,
company’s	scrap metal, machine turnings, and out-of-specification powders into	3.3, 3.5
business model?	engineered feedstock for the production of premium metal powders,
	alloying additions (compacts), and mill products. The Company sources
	the vast majority of its feedstock domestically, often directly from
	customers, which not only supports circular economy outcomes
	but also minimises reliance on external supply chains and enhances
	traceability and supply security. This approach allows the Company
	to process scrap-based feedstock in-house at a structurally lower
	cost than using virgin material, providing a significant cost advantage
	and a differentiated value proposition for customers in highly
	regulated industries.

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FURTHER
TOPIC SUMMARY INFORMATION
How does The Company generates revenue primarily through the manufacture Sections 3.3,
the company and sale of premium metal powders and alloy compacts, used in additive 3.4, 3.6
generate revenue? manufacturing and other high-performance industrial applications.
These powders are sold by the kilogram and are consumed once
qualified into customer production programs, with applications
spanning aerospace, defence, medical, energy, and industrial markets.
Alloy compacts, which are precision-formulated melt additives for the
aluminium industry, provide a stable source of repeat revenue and are
sold into ongoing industrial programs with customers such as Arconic,
Novelis, and Nemak, and end customers including Ford and Boeing.
Mill products and selective scrap trading contribute a smaller but
complementary portion of revenue, enhancing supply flexibility
and commercial reach.
The Company’s revenue model is a mix of shorter-cycle spot sales
and longer-term supply agreements, balancing near-term revenue with
long-term visibility.
A key feature of the business model is the customer take-back program,
where customers can return used powder and other scrap to the
Company for re-processing. This not only lowers customers’ effective
material costs and addresses waste management but also secures
additional low-cost feedstock for the company, reinforcing the
closed-loop, circular nature of its operations and deepening customer
relationships. Approximately 75% of the Company’s sales are currently
repeat orders.
Revenue diversification is further supported by the Company’s expanding
base of qualified powder customers, which reduces reliance on individual
programs and broadens exposure across multiple industries and end-uses.
The top five customers account for approximately 35% of total revenue,
with the largest single customer representing less than 10%.
Who are the The Company’s key target customer segments are diverse and reflect Sections 3.3.3,
company’s key the Company’s broad reach across the advanced manufacturing 3.4, 3.5, 3.10,
target customer landscape. The Company’s customer base exceeds 100 accounts,
segments? which are divided into two main groups: smaller “spot customers”
and larger “Super Users.”
Spot customers are typically small to mid-sized buyers who provide
shorter-cycle revenue and support rapid adoption of the Company’s
products. These customers generally place repeat, small-volume
orders and require limited qualification, making up about 80% of
the Company’s accounts and 59% of its revenue.
Super Users are customers operating fleets of 25 or more additive
manufacturing printers, including printer OEMs, print bureaus, and
end-part manufacturers. These customers have longer qualification
periods, sometimes up to 12 months, but once qualified, they typically
progress to multi-year, recurring supply agreements. Super Users account
for about 20% of the Company’s accounts and 41% of its revenue.
The Company’s products are used in a range of high-value sectors,
including aerospace, defence, medical, energy, and general industry.
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FURTHER
TOPIC SUMMARY INFORMATION
What is the The Company’s growth strategy centres on scaling its U.S. operations, Sections 3.6,
company’s pursuing selective international expansion, and driving ongoing product 3.7, 3.9
growth strategy? and process innovation, particularly through its circular, scrap-based
business model.
In the medium term, the Company’s top priority is expanding its
U.S. capacity, with near-term execution focused on the DPA Title III
Grant. The DPA Title III Grant supports significant infrastructure upgrades
at the Burgettstown Global Manufacturing Centre, including the installation
of additional UniMelt [®] reactors, development of refractory and ingot melt
facilities, and the consolidation of remote operations. These initiatives
are designed to increase production capacity, improve operational
efficiency, and support vertical integration.
International expansion is planned to be client-demand driven, with the
Company evaluating modular deployment of UniMelt [®] “pods” in priority
regions such as Europe, Asia, and Australia. This approach is intended to
localise scrap intake and serve regional additive manufacturing hubs,
but will only proceed where there are anchor customers and partnerships
that can support sustained demand. The Company also aims to pursue
strategic partnerships and project-finance structures to support these
regional rollouts while maintaining process control and quality.
Product and technology development is a core pillar of the Company’s
growth strategy. The Company is focused on broadening its portfolio
of qualified titanium, nickel superalloy, and refractory metal powders,
as well as extending its range of alloy compact products for aluminium
producers. Additional initiatives include scaling customer take-back
and internal recycling programs, enhancing digital traceability and
quality assurance automation, and continuously improving UniMelt [®]
yield, energy, and gas efficiency.
What is the The Company supplies advanced materials to sectors such as Sections 3.4,
regulatory aerospace, defence, medical, and industrial markets who operate 3.7, 3.12
framework in highly regulated environments.
in which the
For each product supplied to these customers, the Company must
company
undergo a rigorous and data-intensive qualification process with its
operates?
customers, demonstrating that its powders meet strict specifications
for chemistry, particle size, flowability, cleanliness, packaging,
and certification.
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1.3 KEY FINANCIAL METRICS

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FURTHER
TOPIC SUMMARY INFORMATION
under what As a company registered, and primarily operating, in the U.S, Sections 4
accounting and the Company: and 9.13
audit systems
• has a 31 December financial year end;
does the
company • uses USD as its functional currency;
operate?
• applies US GAAP; and
• is audited in accordance with US auditing standards.
ASX and ASIC have provided in-principle approval (as required)
to enable the Company to continue to operate in this way.
What is the summary of Pro Forma Historical Income statements Section 4.3
company’s pro
forma historical Pro ForMA
HIstorIcAL
income us$’000 FY23 FY24 HY24 HY25
statement?
Revenue 22,329 18,383 9,696 7,666
Cost of revenue (21,543) (20,991) (10,709) (9,148)
Gross profit 786 (2,608) (1,014) (1,482)
Selling, general
and administrative
expenses (12,264) (10,939) (5,968) (4,613)
Research and
development
expenses (4,382) (3,403) (1,838) (989)
Total operating
expenses (16,646) (14,341) (7,806) (5,602)
Loss from
operations (15,860) (16,950) (8,820) (7,083)
Other (expense)
income (107) 188 91 128
Net loss before
taxes (15,967) (16,761) (8,729) (6,956)
Income tax
expense (4) (10) (5) (6)
Net loss after taxes (15,971) (16,772) (8,734) (6,962)
Reconciliation
to EBITDA
Add backs:
Income tax expense 4 10 5 6
Depreciation
expense included
in cost of revenue 1,866 2,179 992 1,064
Remaining
depreciation
and amortization
expense 1,569 1,896 1,063 1,067
EBITDA (12,533) (12,687) (6,674) (4,825)
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FURTHER
TOPIC SUMMARY INFORMATION
What are the Pro Forma Historical Financial Metrics Section 4.3
company’s pro
forma historical Pro ForMA
HIstorIcAL
financial metrics? us$’000 FY23 FY24 HY24 HY25
Total revenue 22,329 18,383 9,696 7,666
Gross profit 786 (2,608) (1,014) (1,482)
Gross profit
margin 3.5% -14.2% -10.5% -19.3%
Contribution
margin 2,493 (250) (98) (245)
Contribution
margin ratio 11.2% -1.4% -1.0% -3.2%
EBITDA (12,533) (12,687) (6,674) (4,825)
EBITDA margin -56.1% -69.0% -68.8% -62.9%
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What is the Investors should read Section 4 for full details of the Company’s company’s pro forma and statutory results. The Pro Forma Historical Statement financial position of Financial Position table below is a summary and is provided for before and after illustrative purposes only and is not represented as being necessarily the offer? indicative of the Company’s view of its financial position upon Listing or at a future date.

Section 4.6

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FURTHER
TOPIC SUMMARY INFORMATION
What is the reported Historical statement of Financial Position and Pro Forma Section 4.6
company’s Historical statement of Financial Position as of 30 June 2025
financial position
before and after 6KA rePorteD
HIstorIcAL
the offer? BALANce
continued Pro ForMA HIstorIcAL sHeet Pro ForMA
us$’000 30-JuNe-2025 30-JuNe-2025
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current assets Cash 398 39,770 Accounts receivable, net 2,601 2,601 Prepaid expenses and other current assets 2,337 1,234 Inventories 6,647 6,647 total current assets 11,984 50,253 Property and equipment, net 19,110 19,259 Goodwill 3,187 3,187 Intangible assets, net 2,313 2,313 Operating lease right-of-use assets 1,277 1,277 total non-current assets 25,887 26,036 total assets 37,871 76,289 Liabilities and equity Accounts payable 3,347 3,295 Accrued expenses and other current liabilities 2,932 2,902 Due to related party 27,655 – Loans with related party 56,000 – Finance lease liability, current 1,168 – Operating lease liability, current 109 109 total current liabilities 91,211 6,307 Operating lease liability, net of current portion 284 284 Deferred tax liability – 20 total non-current liabilities 284 304 total liabilities 91,495 6,611 Members’ deficit (53,624) – Common stock – 1 Additional paid-in capital – 142,469 Accumulated deficit – (72,792) total equity (53,624) 69,678 total liabilities and equity 37,871 76,289

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TOPIC

SUMMARY

FURTHER INFORMATION

What is the The Company’s auditor has, in accordance with its US auditing standards, Section 4.6 company’s included a paragraph in its review conclusion for HY25 noting “substantial financial position doubt about the Company’s ability to continue as a going concern”. before and after This opinion was made without reference to this Offer and the extent the offer? to which the proceeds from this Offer enables the Company to receive continued the funds from the DPA Title III Grant as set out in Sections 3.9, 4 and 7.1 of the Prospectus. Accordingly, the Directors believe that there are reasonable grounds that 6KA will be able to continue as a going concern as a result of the proceeds raised from this fully underwritten Offer. What is the Pro Forma Historical segment revenue and result for FY23, FY24, Section 4.4 company’s pro HY24and HY25

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Section 4.4
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What is the company’s pro forma segment revenue by business line?

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Pro ForMA
HIstorIcAL
us$’000 FY23 FY24 HY24 HY25
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||||||
|---|---|---|---|---|
|revenue:|
|Powder|13,557|11,958|5,952|5,112|
|Alloy|8,772|6,425|3,744|2,554|
|total revenue|22,329|18,383|9,696|7,666|
|cost of revenue:|
|Powder|(13,285)|(13,823)|(6,970)|(6,422)|
|Alloy|(8,258)|(7,168)|(3,739)|(2,726)|
|total cost|
|of revenue|(21,543)|(20,991)|(10,709)|(9,148)|
|Gross Profit:|
|Powder|272|(1,866)|(1,018)|(1,310)|
|Alloy|514|(742)|5|(172)|
|total gross profit|786|(2,608)|(1,014)|(1,482)|

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19

6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

TOPIC

SUMMARY FURTHER INFORMATION

What are the company’s sources and uses of funds from the offer?

sources oF FuNDs (A$ MILLIoN) Existing cash reserves 5.5 Cash proceeds received by the Company under the Offer 48.0 DPA Title III Grant 22.0 total 75.5 use oF FuNDs (A$ MILLIoN) DPA Title III Contribution •Melt and Power Expansion Buildings 13.0 •Personnel/Engineering/Facilities 6.8 •Equipment – Melt Furnaces 9.2 •Equipment – Powder Feedstock/Other 2.7 subtotal (DPA title III contribution) 31.7 Additional Equipment Purchases (Refractory) 13.0 Additional Building Construction (Refractory/Consolidation) 10.0 Operating Expenses/Working Capital 17.5 IPO Related Fees 3.3 total 75.5 Section 7.1.3

1.4 INVESTMENT HIGHLIGHTS

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FURTHER
TOPIC SUMMARY INFORMATION
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Proprietary,	The Company is differentiated by its to exclusive use of the proprietary	Sections 3.1,
sustainable	UniMelt®microwave plasma technology under an IP License Agreement	3.2, 3.3, 3.6
technology	with its major stockholder, 6K Inc. The UniMelt®technology enables
Platform	the upcycling of scrap metal and used powders into high-purity,
	high-performance metal powders for additive manufacturing and other
	advanced applications. The UniMelt®process delivers a significant yield
	advantage, averaging approximately 85% usable powder compared
	to 50% for conventional atomisation methods. This technology also
	provides substantial environmental benefits, with independent life
	cycle assessments indicating that, in specific scenarios modelled, the
	UniMelt®process can achieve up to 91% lower energy use and up to
	91.5% lower carbon emissions for nickel alloys, and 74-77% lower energy
	use and approximately 78% lower emissions for titanium alloys, relative
	to legacy ore-to-powder routes. These figures represent the highest
	reductions observed in the independent life cycle assessment and do
	not reflect typical or average performance. The results are based on
	defined modelling scenarios, including specific feedstock compositions,
	process yields, and operational parameters at a single facility, and do
	not extend to product use or end-of-life. The Company’s closed-loop,
	scrap-based sourcing model also supports cost competitiveness,
	material circularity, and supply-chain resilience, aligning with U.S.
	industrial-base objectives and global ESG priorities.

20

6K Additive, Inc. | Prospectus

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FURTHER
TOPIC SUMMARY INFORMATION
exclusive Licence The Company operates under an exclusive, worldwide, royalty-free licence Sections
to uniMelt [®] from its major stockholder, 6K Inc., to use the UniMelt [®] technology for 3.8, 9.11.1
technology metal powder production globally. This relationship provides the Company
and strategic with access to a robust patent estate and ensures the Company’s ability
relationship to scale premium powder manufacturing. The exclusive licence is a core
with 6K Inc. enabler of the Company’s competitive position and supports its
differentiated value proposition in the advanced materials sector.
exposure to The global metal powders market is valued at over US$6.7 billion, Sections 2.5,
High-Growth, with AM powders representing a disproportionately high share of 3.3, 3.10
High-Value revenue due to their critical role in advanced manufacturing. The AM
Markets powder market is forecast to grow at a compound annual growth rate
of approximately 19% from 2024 to 2033, with key segments such as
titanium, nickel superalloys, and refractory metals expected to see
significant expansion. 6K Additive’s products are qualified and adopted
by leading customers in aerospace, defence, medical, energy, and
industrial sectors, and the Company has established a pipeline of
strategic relationships and binding agreements across key industries,
underpinning a qualified pipeline of approximately US$230 million.
recurring, The Company benefits from a recurring and diversified revenue model. Sections 3.3,
Diversified Approximately 75% of sales are repeat orders, reflecting the consumable 3.4, 3.6
revenue Model nature of the company’s products and providing resilience and visibility
in the revenue base. The Company’s customer base exceeds 100 accounts,
split between spot customers (80% of accounts, 59% of revenue) and
“Super Users” (20% of accounts, 41% of revenue). The top five customers
account for approximately 35% of total revenue, with the largest single
customer representing less than 10%. Once a customer qualification
is secured, sales typically continue on a recurring basis over the life
of the program.
strategic u.s. The Company has received significant support from the U.S. government, Sections
Government including the DPA Title III Grant, structured as a 50/50 cost-share with 3.9, 9.11.3
support a total project budget of approximately US$47 million. This grant
supports equipment, facility upgrades, and infrastructure for feedstock
preparation and powder manufacturing, accelerating the company’s
ability to scale production and enhance domestic supply of critical
materials. The DPA Title III Grant also provides third-party validation that
can support engagement with defence and other regulated customers.
clear Growth The Company's growth strategy is focused on scaling U.S. capacity, Sections
strategy and pursuing selective international expansion, and driving ongoing product 3.6, 3.7
expansion Plans and process innovation. The Company is investing in infrastructure
upgrades at its Burgettstown, Pennsylvania headquarters to support
the installation of additional UniMelt [®] reactors, development of
refractory and ingot melt facilities, and consolidation of remote
operations. International expansion will be client-demand driven,
with plans for modular deployment of UniMelt [®] “pods” in priority
regions such as Europe, Asia, and Australia. The Company is also
broadening its powder portfolio and scaling customer take-back
and internal recycling programs.
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21

6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

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FURTHER
TOPIC SUMMARY INFORMATION
strong esG The Company's business model is aligned with global ESG priorities, Section 3.12
credentials with independent life cycle assessments demonstrating significant
(section: reductions in greenhouse gas emissions and energy consumption.
environmental, The Company’s ability to upcycle feedstock, converting machining
social and scrap and other secondary inputs into premium powders, reduces
Governance reliance on virgin mined resources and supports customer sustainability
goals. This circular economy model enables recovery of up to 90% of
input material into saleable powder, significantly reducing waste and
supporting supply chain resilience.
experienced The Company's management team and Board bring deep sector Sections
Management knowledge, financial management, and corporate governance experience, 6.1, 6.2
and Board with a track record of innovation and operational excellence in specialty
metals and advanced manufacturing. The Board includes individuals
with significant experience in investment, technology, and industrial
sectors, providing strong oversight and strategic direction for the Company.
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1.5 KEY RISKS

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FURTHER
TOPIC SUMMARY INFORMATION
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Intellectual	The Company’s core process technology required to manufacture	Section 5.2.1
Property and	and commercialise metal powders (including the UniMelt®microwave
Licensing risk	plasma technology) is owned by 6K Inc., its current major Stockholder,
	and is governed by an exclusive global royalty-free licence from 6K Inc.
	(Licensed IP). There is a risk that the Company’s reliance on the Licensed
	IP may constrain its operational flexibility and strategic growth.
	Any expansion to the scope of the Licensed IP to cover new products
	requires negotiation and mutual agreement, with no obligation on
	either party to proceed. The licence may be terminated for uncured
	material breach or insolvency, and may be converted by 6K Inc. to a
	non-exclusive licence in circumstances of breach by the Company.
	Any disruption to the licence agreement, whether through breach,
	insolvency, assignment, or legal challenge, to the agreement or the
	underlying intellectual property could materially affect the Company’s
	ability to maintain existing operations. The Company may also incur
	substantial costs in negotiating amendments, asserting its rights,
	or securing alternative technologies to mitigate any potential loss of
	access, all of which may adversely affect the Company’s future prospects.

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6K Additive, Inc. | Prospectus

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FURTHER
TOPIC SUMMARY INFORMATION
sourcing risks The Company’s ability to source and develop scrap metal, Section 5.2.2
machine turnings, and other feedstock is fundamental to its success
as a producer of metal powders and alloy solutions.
External factors, including disruptive technologies, competing demand,
environmental issues, and logistical challenges such as transportation,
weather and labour disruptions, may adversely affect the availability,
quality, or cost of feedstock. Any material disruption to sourcing
arrangements could adversely affect the Company’s ability to maintain
production, respond to market opportunities, or achieve its strategic
objectives, all with a likely consequential negative impact on revenues
and profitability.
environmental The Company’s operations are subject to a framework of environmental Section 5.2.3
risks laws and regulations. There is a risk that changes in regulatory requirements,
enforcement practices, or judicial interpretation may result in delays,
increased costs, or operational constraints.
In particular, changes to environmental legislation or heightened
enforcement activity could give rise to additional obligations,
including more stringent disposal or emission obligations.
The Company may be required to allocate significant resources to
address these obligations on the Company, and any failure to comply
could result in penalties, remediation costs, or reputational harm.
As a consequence, the Company’s financial position may be
adversely affected.
operational risks The Company’s production of metal powders and alloy solutions is Section 5.2.4
critically dependent on the reliable operation of specialised equipment
and supporting infrastructure. Planned and unplanned maintenance
outages, unexpected equipment failures, and external disruptions, such
as fires, energy supply interruptions, or other similarly disruptive events,
pose a risk to production continuity. Downtime can occur with limited
warning and may require significant time and resources to resolve.
Any material interruption to production has the potential to
adversely affect the Company’s revenues, profitability, and overall
financial position.
Key customer The Company’s financial performance is closely tied to the strength Section 5.2.5
relationships and stability of its key customer relationships. There is a risk that the
loss or financial instability of a major customer could have a material
impact on the Company’s revenues and profitability.
If a significant customer experiences insolvency, delays major projects,
or otherwise reduces demand, the Company may be exposed to
unrecoverable debts, lower sales volumes, and diminished cash flow.
Such events could adversely affect the Company’s financial position,
cash flow and constrain its ability to invest in future growth opportunities.
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23

6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

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FURTHER
TOPIC SUMMARY INFORMATION
competition The Company operates in a dynamic sector characterised by ongoing Section 5.2.6
technological innovation. There is a risk that competitors may
develop or adopt alternative technologies, whether incremental
improvements or disruptive new processes, that erode the Company’s
competitive position.
If rival solutions match or surpass the capabilities of the Company’s
intellectual property, trade secrets, know-how and operational processes,
the Company may face downward pricing pressure, reduced market share,
or the need for substantial investment in research and development to
maintain its competitive advantages. Failure to do so, could adversely
affect the Company’s revenue, margins, financial position and
long-term prospects.
Price fluctuations The Company’s profitability is inherently exposed to volatility in global Section 5.2.7
and raw metal prices, particularly for key inputs such as titanium and nickel,
material cost which are subject to cyclical fluctuations and market dynamics.
Rising costs for scrap and feedstock, if not matched by corresponding
increases in powder sales prices, may compress margins and adversely
affect financial performance. In addition, competitive pressure from
international suppliers may further constrain the Company’s ability
to pass on cost increases or maintain pricing discipline with resulting
negative impact on revenues and profits.
regulatory and The Company has many customers who operate in highly regulated Section 5.2.8
compliance risk sectors, including aerospace, defence, and medical, where compliance
with stringent regulatory standards is essential for market access and
product approval. The regulatory landscape in these industries can
be characterised by frequent updates to technical requirements,
certification protocols, and quality management systems. Failure to
obtain or maintain necessary certifications, may restrict the Company’s
ability to supply products to key customers or enter new markets.
Moreover, delays in achieving compliance or responding to changes
in regulatory expectations can result in lost commercial opportunities.
The Company’s financial performance and future prospects may be
adversely affected if it is unable to anticipate and adapt to regulatory
developments, maintain robust compliance frameworks, or demonstrate
ongoing conformity with industry standards.
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24

6K Additive, Inc. | Prospectus

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FURTHER
TOPIC SUMMARY INFORMATION
esG and climate The Company is subject to evolving expectations around environmental, Section 5.2.9
related risk social, and governance (ESG) matters, including increasing regulation
and disclosure requirements related to climate change.
Failure to comply with emerging ESG frameworks or to provide transparent
climate-related disclosures may result in reputational harm, restricted
market access, or increased scrutiny from regulators and investors.
In addition, the Company faces both physical and transitional climate
risks. Physical risks, such as extreme weather events, may disrupt
operations or supply chains, while transitional risks arising from shifts
in policy, technology, or market preferences may require additional
investment or adaptation of product offerings. The Company’s long-term
viability and competitive position will depend on its capacity to
anticipate and respond to these risks, invest in sustainable practices,
and maintain robust ESG compliance.
u.s. company As a US-incorporated entity, the Company is governed by a legal Section 5.2.10
and regulatory framework that differs materially from that applicable
to Australian companies. These differences extend to governance
structures, disclosure standards, and shareholder rights, and may result
in operational practices or decision-making processes that diverge from
the expectations of Australian investors. The Company’s conduct and
approach to compliance, risk management, and corporate governance
may reflect U.S. law and market practice, which may influence
outcomes in ways that are unfamiliar or unexpected for stakeholders
accustomed to Australian norms. As a result, there is a risk that the
Company’s operations and decision making vary from that of an
Australian equivalent company and in a way that investors may
not anticipate.
The Company’s operations are located in the United States and its supply
chain and the substantial majority of its customers are also located in
the United States. The economic and political climate in the United
States is different to that in Australia and may vary in a manner which
is different to Australia. As a result, there is a risk that the Company’s
operations and financial results will vary from that of an Australian
equivalent company and in a way that investors may not anticipate.
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25

6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

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FURTHER
TOPIC SUMMARY INFORMATION
operational The Company’s ability to deliver on its plans, including the staged Section 5.2.11
scale up risks expansion of the Burgettstown plant from 4 to 10 UniMelt [®] reactors
and the consolidation of more remote facilities into Burgettstown
(see Sections 3.6 and 3.7), is dependent on the performance of its
end-to-end operations, spanning feedstock preparation, powder
production, and post-processing. This expansion will require a
significant increase in operational intensity, staffing, and process
integration, with new equipment installations and the migration
of activities from its remote sites to the central site.
To date, the Company has not operated at these levels of intensity,
and there remains inherent uncertainty regarding its capacity to
consistently meet volume, cost, and quality benchmarks as operations
scale up. Achieving and sustaining these operational standards is critical
to supporting growth, fulfilling customer commitments, and maintaining
competitiveness in the market.
There is a risk that the scale-up and consolidation process may result in
operational bottlenecks, staffing shortfalls, or delays in commissioning
new reactors and integrating remote operations. Any interruption or
delay in the implementation of the expansion plan, may adversely
affect the timing and effectiveness of the Company’s growth strategy.
Any underperformance across these operational stages may materially
compromise the Company’s expansion strategy. Failure to operate
at required levels could result in missed commercial opportunities,
delayed market entry, or reputational harm, ultimately impacting
financial performance and the Company’s ability to realise its
long-term objectives.
Dependence on The Company relies on a lean, highly experienced management Section 5.2.12
key personnel and operations team. The unexpected loss or unavailability of key
personnel could materially impact the Company's ability to execute
its plans with resulting negative impact on revenues and profits until
suitable replacements are found.
Need to raise The Company’s continued expansion plans will require additional Section 5.2.13
future additional capital which may exceed the ability of its operations to generate
capital sufficient free cash flow to fund that planned growth internally. As a
result, the Company may need to raise further funds through debt or
equity financing. There is no guarantee that such capital will be available
when needed, or that it can be secured on terms reasonably acceptable
to the Company. Market conditions, investor sentiment, and the
Company’s financial performance may all influence the availability
and cost of future funding, and any inability to raise adequate capital
could constrain the Company’s ability to execute its strategic objectives
and deliver planned growth with a consequent negative impact on its
future prospects.
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26

6K Additive, Inc. | Prospectus

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FURTHER
TOPIC SUMMARY INFORMATION
employee safety The Company’s operations involve inherent workplace safety risks Section 5.2.14
and Health associated with high temperatures, heavy loads, metal powder handling,
and the use of mobile equipment. In particular, the production, storage
and processing of metal powders, including titanium, nickel superalloys
and refractory metals, entails the handling of materials that are highly
flammable, reactive, or otherwise unstable under certain conditions.
The inherent nature of these powders means that even minor
deviations from established safety protocols (for example, in powder
containment, ventilation, or static control) can result in fire, explosion,
or hazardous releases.
As the Company expands production and increases operational
intensity, the complexity and scale of safety risks may also grow.
The Company’s risk profile is further heightened by the scale-up of
operations and the introduction of new processes and equipment,
which may introduce unfamiliar hazards or increase the likelihood
of incidents if not managed appropriately.
Any lapse in safety standards or failure to enforce best practices
could result in workplace injuries, regulatory investigations,
operational downtime, and legal claims, with potential adverse
financial and reputational consequences.
research The Company is party to two significant government research Section 5.2.15
contracts with contracts, the DPA Title III Grant and the SBIR Contract described
u.s. Government further at Section 9.11. These agreements support the development
counterparties and commercialisation of advanced manufacturing technologies and
critical materials, but impose complex obligations regarding intellectual
property, data rights, and compliance. Under both contracts, the U.S.
Government retains broad rights to inventions and technical data
developed during the funded projects, including paid-up licenses and
march-in rights, and may impose restrictions on technology transfer,
export controls, and asset use.
Any dispute over ownership, use, or disposition of intellectual property
arising from these government collaborations could materially affect the
Company’s ability to protect, commercialise, or control key technologies
with potential adverse consequences to the Company’s financial position
and future prospects. It may also harm the Company’s ability to win
similar grants or enter into similar agreements with U.S. government
agencies, with consequent adverse impact on its revenues and prospects.
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27

6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

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FURTHER
TOPIC SUMMARY INFORMATION
customer The Company engages with a significant proportion of its customers Section 5.2.16
contracts under purchase orders or blanket orders, rather than long-term, binding
and revenue supply agreements. While this approach provides commercial flexibility
and aligns with prevailing industry practice, it exposes the Company to
the risk that customers may reduce, delay, or cancel orders with limited
notice and without contractual penalty. As a result, future revenues are
not contractually secured beyond the current order cycle, and revenue
is inherently more uncertain and subject to greater variability.
The absence of long-term contracts means that the Company’s planning
relies on assumptions regarding customer reordering patterns, market
demand, and the renewal or extension of existing orders. Any material
deviation from these assumptions, such as a key customer electing not
to place further orders, could have a significant adverse impact on the
Company’s financial performance and prospects.
Industry cycles The Company operates primarily as a producer of advanced metal Section 5.2.17
powders and alloy solutions, servicing the defence, aerospace, energy,
biomedical and printer OEMs sectors. Activity levels in these industries
are inherently variable and subject to external influences, including
fluctuations in global supply and demand, government policy exchange
rate movements, and the competitive positioning of the Company’s
operations. As a result, the Company's financial performance and
prospects are inherently tied to the industry cycles of its customers.
Majority Following Listing, 6K Inc. will hold approximately 60% of the issued Section 5.2.18
stockholder capital of the Company. Accordingly, 6K Inc. will be in a position to
determine or significantly influence any action requiring approval
of stockholders, including the election of the Company’s directors,
the adoption of amendments to the Company’s certificate of
incorporation and bylaws, and the approval of any merger,
consolidation, other major corporate transactions.
6K Inc. may have interests that differ from investors and other
stockholders and may vote in a way with which other stockholders
disagree and which may be averse to other stockholders’ interests.
This concentration of control may have the effect of delaying,
preventing or deterring a change in control of the Company, could
deprive stockholders of an opportunity to receive a premium for
their CDIs as part of a sale of the Company, may reduce the liquidity
of trading in CDIs and might ultimately adversely affect the market
price of the CDIs.
other key risks The above risks are the key risks which apply specifically to the Section 5.3
Company, but not an exhaustive list of all the risks associated with the
Company or an investment in the CDIs. In addition to the risks set out
in this Section 1.5 and at Section 5, there are other general risks which
are also included in Section 5, and investors are recommended to
review all those risks carefully before making an investment decision.
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28

6K Additive, Inc. | Prospectus

1.6 DIRECTORS AND SENIOR EXECUTIVES

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FURTHER
TOPIC SUMMARY INFORMATION
Who are the The following individuals are the Directors: Section 6.1
Directors of
• David Seldin – Non-Executive Director and Chair
the company?
• Frank Roberts – Managing Director and Chief Executive Officer
• Jeffery Green – Non-Executive Director
• James Walker – Non-Executive Director
• Magnus René – Non-Executive Director
• Dr Grant Lukey – Non-Executive Director
Who are The senior management team of 6K Additive brings substantial Section 6.2
the senior experience in advanced materials, manufacturing, and finance:
management of
• Frank Roberts – Managing Director/Chief Executive Officer
the company?
• Jonathan Wolak – Chief Financial Officer and Co-Company Secretary
• Sally McDow – Co-Company Secretary
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1.7 SIGNIFICANT INTERESTS OF KEY PEOPLE AND RELATED PARTY TRANSACTIONS

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FURTHER
TOPIC SUMMARY INFORMATION
What are the Section 6.3.2.3
HoLDING %
interests of the DIrector stocK oPtIoNs [2] (uNDILuteD)
Directors (or their
David Seldin 152,284,524 [1] 0 72.5
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reae enes in the company at the Prospectus Date?

Frank Roberts 1,896,589 8,650,000 0.90 Jeffery Green 0 32,242 0% James Walker 0 32,242 0% Grant Lukey 0 32,242 0% Magnus René 0 32,242 0% Note: 1. David Seldin is a managing partner of Anzu Partners LLC (Anzu), and a holder of interests in Anzu, an investor in and, beneficiary of, certain funds affiliated with Anzu, as well as a director of 6K Inc. David, as an Anzu managing partner, has control over the power to vote or dispose of securities held by Anzu and its affiliated funds. Anzu and those affiliated funds hold ~34% of the current issued capital of 6K Inc, and therefore David has a relevant interest in the securities in the Company held by 6K Inc. 2. The Options granted to Directors are subject to vesting as set out in Section 6.3.2.3. The above table does not take into account any CDIs the Directors (and their associated entities) may acquire under the Offer or as is otherwise disclosed in this Prospectus. Final Stock held directly or indirectly by the Directors (and their associated entities) will be notified to ASX on Listing.

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6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

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FURTHER
TOPIC SUMMARY INFORMATION
What are the The exercise of any Options issued to Directors as set out in the Section 6.3.2.3
interests of the Table above will result in a dilution to CDI Holders and Stockholders
Directors (or their (as applicable).
related entities)
The following Directors have provided commitments to participate
in the company in the Offer and invest as follows:
at the Prospectus
Date? continued • Magnus René to the value of A$200,000
• Jeffery Green to the value of A$100,000
• Grant Lukey to the value of A$50,000
• James Walker to the value of A$50,000
What significant Directors and senior management are entitled to remuneration and Sections
benefits are fees as disclosed in Section 6.3.1 and are entitled to participate in the 6.3.1, 6.3.2.3,
payable to incentive arrangements described in Section 6.5. 6.3.5, 6.5
Directors and
Advisers and other service providers are entitled to fees for services
other persons and have other interests as disclosed in Section 6.3.5.
connected with
the company?
Will there be As at the Prospectus Date, 6K Inc., holds approximately 72.5% of the Sections
a controlling issued capital of the Company. 7.1.4, 9.4
interest in
Following Listing, it is expected that 6K Inc, will hold approximately
the company
60% of the issued capital of the Company.
from Listing?
Accordingly, 6K Inc. will be in a position to determine or significantly
influence any action requiring approval of stockholders, including the
election of the Company’s directors, the adoption of amendments to
the Company’s certificate of incorporation and bylaws, and the approval
of any merger, consolidation, or other major corporate transactions.
This concentration of control may have the effect of delaying,
preventing or deterring a change in control of the Company, could
deprive stockholders of an opportunity to receive a premium for their
CDIs as part of a sale of the Company, may reduce the liquidity of
trading in CDIs and might ultimately adversely affect the market price
of the CDIs.
Will any cDIs Yes. Certain securities held by certain Existing Stockholders will be Section 9.8
(or underlying restricted from trading for a period of time from Listing. These restrictions
stock) be subject are either imposed by the ASX or have been agreed to voluntarily.
to restrictions
In the case of ASX-imposed restrictions, the ASX requires that
on disposal
certain persons, such as related parties and promoters, are subject
following Listing? to restriction notices.
A number of Existing Stockholders have also agreed to voluntary
restrictions on some or all of the Stock they hold at Listing (other
than CDIs acquired under the Offer).
The tables at Section 9.8 set out the periods during which those
Existing Stockholders are expected to be restricted from dealing in
their Stock or CDIs and Options (as applicable) under ASX restrictions
and voluntary restrictions.
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30

6K Additive, Inc. | Prospectus

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FURTHER
TOPIC SUMMARY INFORMATION
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Are there	Yes. There are related party arrangements in place, including:	Sections 6.4,
any other related party arrangements	•Director arrangements as described in the relevant section of the Prospectus.	9.11.1, 9.11.2
in place?	•IP Licence Agreement with 6K Inc.:The Company has an exclusive,
	worldwide, royalty-free licence from 6K Inc. to use the UniMelt®
	technology for metal powder production globally.
	•supply Agreement with 6K Inc.:6K Inc. agrees to supply and sell
	to Company such number of UniMelt®machines as the Company
	shall require for its business operations.
	•transitional services Agreement with 6K Inc:6K Inc. will provide
	certain support and operational services to the Company for the
	initial 12 months following Listing, to ensure continuity of key
	business functions during the transition to standalone operations.

1.8 OVERVIEW OF THE OFFER

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FURTHER
TOPIC SUMMARY INFORMATION
What is the offer? The Offer is an initial public offering of CDIs over shares of common Section 7.1
stock in the Company.
Each CDI represents a beneficial interest in one share of common stock.
The Offer is made to raise a minimum of A$48 million (before costs).
Is the offer Yes, the Offer is underwritten by Bell Potter Securities Limited and Sections
underwritten? Morgans Corporate Limited. 7.1, 9.7
Is there a Yes, the Minimum Subscription for the Offer is A$48 million. If the Section 7.1
Minimum Minimum Subscription is not raised within four months of the Prospectus
subscription? Date, the Company will withdraw the Offer and refund Application
Monies (without interest) as soon as practicable.
What is the Section 9.4.1
NuMBer
capital structure
of the company Stock/CDIs held by Existing Stockholders 210,000,000
as at the subtotal (stock/cDIs) 210,000,000
Prospectus Date?
Options 15,973,024 [1]
subtotal (options) 15,973,024 [1]
Note:
1. 14,748,218 Options have been granted under the New Incentive Plan and are subject
to completion of the Offer and will vest as set out in Section 6.3.3. The exercise of any
of the Options will result in a dilution to CDI Holders and Stockholders (as applicable).
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6K Additive, Inc. | Prospectus

1. INVESTMENT OVERVIEW CONTINUED

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----- Start of picture text -----

FURTHER
TOPIC SUMMARY INFORMATION
What is the Section 9.4.2
securItIes IN
ownership tHe coMPANY
structure of the stocKHoLDer HeLD % [1]
company as at 6K Inc. 152,284,524 72.5
the Prospectus
Other Stockholders 57,715,476 27.5
Date?
New CDI Holders – –
total 210,000,000 100
Note:
1. Calculated on an undiluted basis.
What is the Section 9.4.1
FuLLY DILuteD
proposed capital NuMBer [1] %
structure of the
Stock/CDIs held by Existing Stockholders 219,127,591 [2] 77.41
company with
effect from New CDIs issued to Applicants
Listing? under the Offer 48,000,000 16.95
subtotal (cDIs) 267,267,591 94.36
Options 15,973,024 [3] 5.64
subtotal (options) 15,973,024 [3] 5.64
Notes:
1. Assumes no Options are exercised or lapse before Listing.
2. See Section 9.4 for more details.
3. 14,748,218 Options have been granted under the New Incentive Plan and are subject
to completion of the Offer and will vest as set out in Section 6.3.3. The exercise of any
of the Options will result in a dilution to CDI Holders and Stockholders (as applicable).
What is the Section 9.4.2
securItIes IN
ownership tHe coMPANY
structure of stocKHoLDer HeLD At LIstING [2] % [1]
the company 6K Inc. 160,862,115 [3] 60.19
as at Listing?
Other Stockholders 58,405,476 [4] 21.85
New CDI Holders 48,000,000 17.96
total 267,267,591 100
Notes:
1. Calculated on an undiluted basis.
2. Assumes no Options are exercised before Listing.
3. Subject to completion of the Offer, the Company will issue 8,577,591 Stock to 6K Inc.
at the Offer Price under a subscription agreement, whereby outstanding accounts
payable owed to 6K Inc. are satisfied in full through the issuance of the equity.
4. This includes CDIs issued to New Electric Partners, being 360,000, and Tribeca Capital,
being 330,000, as a success fee further described in Sections 9.11.5 and 9.11.6.
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6K Additive, Inc. | Prospectus

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----- Start of picture text -----

FURTHER
TOPIC SUMMARY INFORMATION
What are cDIs? CDIs are depositary instruments that allow investors to obtain all the Sections
economic and other benefits of share ownership without holding legal 7.2, 9.6
title to the shares themselves.
Each CDI represents a beneficial interest in one share of common stock
in the Company.
What rights and CDI Holders receive all direct economic benefits and other entitlements Sections 7.2,
liabilities attach in relation to the underlying shares, including dividends, rights issues, 9.5, 9.6
to the cDIs bonus issues, and capital reductions. They have voting rights (by instructing
being offered? the depositary nominee), rights to participate in corporate actions, and
rights on liquidation. The rights and liabilities are set out in Sections 7.2,
9.5, 9.6.
What is the The Offer Price is A$1.00 per CDI. Sections 7.1, 7.2
price payable
for the cDIs?
How is the The Offer comprises a Broker Firm Offer (open to Australian resident Sections 7.1,
offer structured? investors who are not Institutional Investors and have received an 7.3, 7.4
invitation from their Broker) and an Institutional Offer (an invitation
to bid for CDIs made to Institutional Investors in Australia and other
eligible jurisdictions).
There is no general public offer.
Will the cDIs Yes, the Company will apply to ASX within seven days of the Prospectus Section 7.6
be quoted Date for admission to the Official List and quotation of its CDIs on ASX
on the AsX? under the code ‘6KA’.
Quotation is conditional on ASX approval.
Who are the joint The Joint Lead Managers are Bell Potter Securities Limited and Morgans Sections
Lead Managers Corporate Limited. 7.2, 9.7
for the offer?
What is the The allocation of CDIs between the Broker Firm Offer and Institutional Sections
allocation policy? Offer will be determined by agreement between the Company and the 7.3.4, 7.4.2
Joint Lead Managers.
For the Broker Firm Offer, it is a matter for the Brokers how they allocate
CDIs among their retail clients. For the Institutional Offer, allocation is
determined by the Company and the Joint Lead Managers.
Is there any No brokerage, commission or stamp duty is payable by Applicants Section 7.1.1
brokerage, on the acquisition of CDIs under the Offer.
commission,
or stamp duty
payable by
Applicants?
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1. INVESTMENT OVERVIEW CONTINUED

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----- Start of picture text -----

FURTHER
TOPIC SUMMARY INFORMATION
What are the The tax consequences of any investment in CDIs will depend upon Section 9.14
tax implications an investor’s particular circumstances. Applicants should obtain
of investing in their own tax advice prior to deciding whether to invest. Summaries
the cDIs? of certain Australian tax consequences of participating in the Offer
and investing in CDIs are set out in Section 9.14.
When will I receive It is expected that initial holding statements will be dispatched to CDI Section 7.2
confirmation that holders on or about Monday, 8 December 2025.
my Application has
been successful?
What is the The minimum Application under the Broker Firm Offer is A$2,000 worth Section 7.2
minimum of CDIs (to be specified in the final prospectus). There is no maximum
Application size value of CDIs that may be applied for under the Broker Firm Offer
under the offer? unless otherwise specified.
How can I apply? Applications for CDIs can only be made by completing and lodging the Sections
Application Form. Instructions on how to apply are set out in Section 7 7.3.2, 7.4.1
and on the back of the Application Form.
Are there Yes. The Offer is conditional on ASX approving (including conditional Sections
conditions approval) the application for admission to the Official List. If these 7.1, 7.9
to the offer? conditions are not met, the Offer may be withdrawn and Application
Monies refunded.
When can I It is expected that trading of the CDIs on ASX will commence on a Section 7.2
sell my cDIs normal settlement basis on or about Thursday, 4 December 2025.
on the AsX?
Applicants who sell CDIs before receiving an initial holding statement
do so at their own risk.
can the offer Yes, the Company may withdraw the Offer at any time before the issue Section 7.2
be withdrawn? of CDIs to successful Applicants. If the Offer, or any part of it, does not
proceed, all relevant Application Monies will be refunded (without interest).
Where can I If you have any questions in relation to the Offer, contact the Company's Section 7.2
find out more Offer Information Line during the Offer Period on 1300 850 505
information about (toll-free within Australia) or +61 3 9415 4000 (outside Australia)
this Prospectus between 8.30am and 5.00pm (Melbourne time), Monday to Friday
or the offer? (excluding public holidays).
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6K Additive, Inc. | Prospectus

2. INDUSTRY OVERVIEW

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6K Additive, Inc. | Prospectus

2. INDUSTRY OVERVIEW

2.1 METAL POWDERS INDUSTRY OVERVIEW

Metal powders have been used to manufacture solid metal parts for a century, through a number of differentiated processes that all share the common step of heating powder compacted into the shape of a part to just below its melting point, so that permanent bonds are formed and densification into a semi-solid or solid shape occurs.

This specific process of the solidification of powders is often referred to as sintering. The collective technical processes and real-world industrial universe of manufacturing parts with metal powders through sintering is commonly referred to as powder metallurgy (PM) or the powder metallurgy industry.

Among the most established powder metallurgy processes is metal injection molding (MIM), which blends fine metals powders with a binder to form a moldable feedstock. MIM is widely used for producing small, high-precision components in industries such as medical devices, electronics and automotive.

More recently, advanced digital processes using metal powders as a feedstock have been industrialised to challenge traditional metalworking and powder compaction processes in certain industries. The powder-based technology with the most potential long-term impact in manufacturing is likely additive manufacturing (AM), and specifically the sub-processes known as metal powder bed fusion and metal binder jetting.

This Section 2 provides an overview of the metal powder market and more specifically powders used in additive manufacturing.

2.2 METAL POWDERS AND ADDITIVE MANUFACTURING

Powders used in additive manufacturing have differentiated characteristics which have historically necessitated that traditional powder production processes be adapted or augmented. This includes a need for fairly narrow, small particle size distribution ranges, and high purity and flowability, but is also partially dictated by the end application.

Adopting industries driving the metal additive markets include many highly regulated or advanced users, which also has made the AM powder market synonymous with high value metals and alloys, including titanium, nickel, and refractory metals (such as tungsten, molybdenum and niobium, known for their high melting points and durability) among others.

These industries include:

• Aerospace and Defence

• Medical and Healthcare

• Energy

• Automotive

2.3 METAL POWDERS MARKET SIZE

The value of the global metal powders market is estimated to be in excess of US$6.7 billion. In the context of this, additive powders historically command a disproportionate value compared to the general metal powder industry.

For example, while additive activities account for less than 1 percent of the total global consumption of metal powders by various adopted manufacturing processes, AM powders generate more than 10 percent of the estimated overall metal powder industry revenue worldwide in 2025.

This is visualized below in Figure 2.1, where the most up to date available data for non-AM powder markets in year 2023 is shown against 2023 estimates specific to AM powder revenue.

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6K Additive, Inc. | Prospectus

Figure 2.1: 2023: Global Metal Powder Market shipments (Value $u.s. Millions) by consuming Process type[1]

==> picture [203 x 166] intentionally omitted <==

==> picture [80 x 40] intentionally omitted <==

----- Start of picture text -----

AM, $869.6, 12%
MIM, $542.6, 8%
Other PM, $5,515.4, 80%
----- End of picture text -----

Note:

1. AM (Additive Manufacturing), MIM (Metal Injection Molding), PM (Powder Metallurgy). Source: AM Research.

Additive manufacturing is heavily skewed to both high-value metals like titanium and nickel superalloys, medical grade cobalt chrome, and refractory metals, with average powder prices for these materials costing US$100 to US$200 per kilogram with some refractory metals reaching over US$1000 per kg.

By way of contrast, traditional PM powders are heavily skewed towards iron powders costing between US$2 and US$3 per kilogram, with only a relatively small proportion of higher value metals costing typically less than US$10 per kilogram.

The disparity in pricing of powders by segment is mainly driven by the powder characteristics required in each process, but also to some degree the associated production volumes and impact of scale in the present day.

2.4 KEY ADDITIVE MANUFACTURING METALS

Key market segments in the AM industry include (by metal family):

• titanium alloys: Largest current revenue segment, driven by aerospace and medical applications

• Nickel superalloys: Strong demand from aerospace and energy sectors

• refractory metals: Expected to become the highest revenue segment by 2033

• stainless steels and aluminium: Growing adoption in automotive and general industrial applications

2.5 ADDITIVE MANUFACTURING MARKET GROWTH

In 2024, global AM metal powder revenues neared US$1 billion annually. As shown in Figure 2.2 below, the market is forecast to continue growing at ~19% CAGR from 2024 through to 2033. The slight pullback in 2025 reflects a temporary reset in the sinter-based AM segment driven by consolidation with Desktop Metal and Markforged being acquired by Nano Dimension.

However, the forecast for market growth is strong, driven by demand for core metal AM technologies, namely powder bed fusion (PBF) and directed energy deposition (DED).

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2. INDUSTRY OVERVIEW CONTINUED

Figure 2.2: 2023: Global AM Powder revenue ($usM) size by Metal Family

==> picture [455 x 181] intentionally omitted <==

----- Start of picture text -----

$5000.0
$4,559.3
$4500.0
$4000.0 $3,859.0
$3500.0 $3,242.5
$3000.0 $2,725.1
$2500.0 $2,282.5
$2000.0 $1,883.8
$1,559.2
$1500.0 $1,273.8
$1000.0 $699.4 $869.6 $947.1 $896.1
$500.0 $398.2 $490.8
$0.0
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Titanium Cobalt Chrome Steels Nickel Alloys
Refractory Metals Precious Metals Others Aluminium
Revenue ($US Million)
----- End of picture text -----

Source: AM Research.

The total addressable markets and growth for each key segment are shown in Table 2.1 below:

table 2.1: Key segment estimated AM Powder growth 2024 – 2033

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estIMAteD
ADDressABLe sHAre oF totAL ADDressABLe sHAre oF totAL estIMAteD
MArKet IN 2024 AM MArKet IN MArKet IN 2033 AM MArKet cAGr
MArKet seGMeNt (us$M) 2024 (%) (us$M) IN 2033 2024 – 2033
----- End of picture text -----

Titanium	$213.7	22.6%	$940.3	20.6%	17.9%
Cobalt Chrome	$168.5	17.8%	$718.3	15.8%	17.5%
Steels	$156.6	16.5%	$634.6	13.9%	16.8%
Nickel Alloys	$126.0	13.3%	$690.3	15.1%	20.8%
Refractory Metals	$159.0	16.8%	$991.0	21.7%	22.5%
Precious Metals	$50.6	5.3%	$155.2	3.4%	13.3%
Others	$46.0	4.9%	$253.3	5.6%	20.9%
Aluminium	$26.7	2.8%	$176.3	3.9%	23.3%
total	$947.1		$4,559.3		19.1%

Source: AM Research.

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6K Additive, Inc. | Prospectus

2.6 METAL POWDER VALUE CHAIN FOR ADDITIVE MANUFACTURING

The current established value chain for metal powders involves several steps (as set out in Figure 2.3), each presenting challenges in terms of material costs and qualified material sourcing for key adopting industries.

Figure 2.3: typical Metal AM Value chain from raw Material to Metal Part

Source: AM Research.

Any elimination or expediting of steps could potentially result in benefits to users in terms of costs and suitability for production in highly regulated industries requiring advanced metals with stringent sourcing requirements. This is particularly relevant in defence and aerospace applications.

2.7 POWDER MANUFACTURING METHODS

Within the powder metallurgy industry there are four primary processes currently adopted to produce metal powders, and some combinations or variations of these methods are employed to better serve the needs of specific user groups.

The four primary processes are:

• solid state reduction: A method where metal oxides are reduced using a solid reducing agent (like carbon or hydrogen) at high temperatures, without melting. This produces sponge-like metal powders, commonly used for iron and refractory metals.

• chemical reduction: reduces metal compounds in solution using chemical agents or thermal decomposition. This method yields powders with controlled particle size and high purity.

• electrolysis: Uses electrical current to deposit metal from a solution onto a cathode in a powdery form. Commonly used for high-purity copper and other specialty metals.

• Atomisation: A process where molten metal is sprayed into fine droplets using high-energy gas or liquid jets, which solidify into powder. Widely used for metals that can be melted, including aluminium, titanium, and steels.

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2. INDUSTRY OVERVIEW CONTINUED

Table 2.2 shows the overall share of production process of metal powder worldwide is primarily driven by two of the four methods. These are through atomization (typically with water), and solid-state reduction.

table 2.2: General Metal Powder Production technology categories

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POWDER PRODUCTION SUPPORTS WHICH ESTIMATED SHARE OF TOTAL
PROCESS COMMON METALS PRODUCED PM PROCESSES POWDER PRODUCTION
Solid State Reduction Iron, certain Press and sinter 30 to 40 percent
refractory metals
Chemical Reduction Nickel powders, Press and sinter 5-10 percent
iron powders
Electrolysis Copper powders Nonspecific 5-10 percent
Atomization Iron and steel (water All PM processes but 35 to 45 percent
atomization), titanium, especially additive
nickel, aluminium, manufacturing and
refractory metal injection molding
----- End of picture text -----

Source: AM Research.

Atomization is the primary focus for advanced production as it can be tailored through many variations to fit the needs for different users and application types.

2.8 DRIVERS OF METAL ADDITIVE MANUFACTURING TECHNOLOGY AND POWDER DEMAND

This Section 2.8 outlines key trends driving metal AM adoption and increasing demand for metal powders.

The key benefits of additive manufacturing include:

• time efficiency – metal AM significantly reduces production timelines, enabling parts to be manufactured from raw materials to near-finished components within hours or days. This advantage has become particularly valuable during supply chain disruptions caused by events like shutdowns and conflicts.

• enhanced Material Processing – the layer-by-layer building process allows for more efficient use of high-performance metals like titanium, reducing material waste compared to traditional manufacturing methods that require extensive machining and tooling. This is especially beneficial for expensive, difficult-to-machine materials.

• complex Geometric capabilities – AM enables the creation of intricate structures that would be impossible with traditional manufacturing. Examples include surfaces on medical implants that allow bone growth for better fixation.

• Assembly optimization Industries – aerospace, energy, and transportation are using AM to consolidate complex multi-part assemblies into single, optimised structures.

• Advanced Alloys – users in several industries such as space, defence and medical are specifically demanding a number of advanced alloys including refractories (including those based on niobium, rhenium, tantalum, and tungsten). AM is increasingly becoming a key method for shaping these metals.

These trends demonstrate how metal AM is transforming manufacturing by offering design freedom, material efficiency, and performance improvements that traditional methods cannot match.

In addition to the above, AM and the powder industry are major beneficiaries of the United States Government’s strategic priority initiatives to re-build its industrial base, acknowledging that national security and economic resilience (by reducing dependency on foreign supply chains) are inextricably linked to manufacturing capabilities.

This includes U.S. federal agencies, including the Department of War, the Department of Energy, and the Department of Commerce, which have significantly ramped up their budgets for advanced manufacturing technologies.

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6K Additive, Inc. | Prospectus

2.9 KEY INDUSTRY END USERS SECTORS FOR METAL ADDITIVE MANUFACTURING

The increasing number of use cases for AM in the following sectors is driving the adoption of AM processes and equipment and the downstream demand for AM powders in the following industries:

• Aerospace – commercial space and government defence users have overtaken the civil aviation industry for leading the additive manufacturing industry and have been a key reason behind the development of large build volume metal powder bed fusion systems.

Increasing amounts of powder are required for this increased capacity and with more productive throughput levels, the aerospace industry is one of the key drivers of the additive powder market in terms of both growth and material development.

• Automotive – the automotive industry is a key prospect for the commercialization of additive manufacturing at scale via metal binder jetting technology. These processes have the potential to conform to the volume and cost needs of the automotive sector and are already being developed and slowly scaled by Volkswagen as well as specialised suppliers like Azoth.

• Medical/Dental – the sectors of the broader health industry primarily uses AM powders for the production of orthopaedic implants and dental restorations to the point whereby AM is becoming the production standard given the shift towards smaller, high precision components.

• energy – the broader sector including oil, gas, nuclear, and wind have applications using diverse materials including refractory metals, superalloys, and titanium aluminides. These use cases benefit from large-frame system developments and nuclear power expansion for data centres.

• General Industry – AM present applications including heat exchangers, manifolds, tooling, and specialty components. The tooling industry, AM’s oldest established user, is rapidly expanding due to supply chain disruptions. In addition, specialty engineering firms are driving advanced component development.

• service Bureaus – service bureaus providing outsourced production capabilities (often referred to as contract manufacturers in other industries) can provide other manufacturers with the benefits of AM without the burden of adopting these solutions and the associated process expertise and capital investment.

As their own segment, non-specialised service bureaus were the second largest group of users in terms of powder consumption in 2023 behind the aerospace industry.

• Government/Defence – government-backed defence users have been a driving force in AM world since 2021 when the Ukraine war began and revitalised global interest in defence and strategic initiatives related to manufacturing.

In the United States alone, additive manufacturing initiatives are being established in every branch of the military, and contracts with potentially massive future implications are being awarded for projects such as production of solid rocket motors for munitions.

U.S. Government entities are also interested in securing supplies of certain powders for additive manufacturing for supply chain independence in an era of political tensions. This is driving interest in titanium powder in particular.

2.10 SUPPLY INPUTS AND CONSTRAINTS

The supply of high-quality metal powders for AM is constrained by both upstream material availability and the limitation of conventional powder production technologies. These constraints are particularly acute for high-value metals such as titanium, nickel superalloys and refractory metals, which are essential for aerospace, defence, medical and energy applications.

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2. INDUSTRY OVERVIEW CONTINUED

Limited U.S. Domestic Supply of Critical Metals

The U.S. remains heavily reliant on imports for several critical metals. For example:

• titanium sponge – a key input for aerospace-grade titanium alloys, is no longer produced in the United States. In 2023, the U.S. imported a record 42,000 metric tons of titanium sponge, primarily from Japan, representing a 35% year-on-year increase driven by rising aerospace and defence demand.

• Nickel superalloy scrap – is available domestically in the U.S. but often requires extensive cleaning and chemistry control before it can be reused, limiting its utility in traditional powder production routes.

• refractory metals – such as tungsten, tantalum, and niobium are typically imported into the U.S., with limited U.S. domestic processing capacity.

• This reliance on international supply chains exposes the U.S. AM industry to geopolitical risk and supply disruptions – factors that have been amplified by recent global conflicts and industry policy shifts.

Inefficiencies in Traditional Powder Production

Conventional powder production methods, such as gas or plasma atomization, typically require virgin bar or wire feedstock. These inputs are expensive, energy intensive to produce, and often imported. Moreover, atomization processes yield only 25–50% usable powder within the narrow particle size distributions required for AM, with the remainder often discarded or downcycled.

Environmental and Economic Pressures

Producing titanium powder from ore via conventional routes is highly carbon-intensive, while recycling titanium scrap has historically been uneconomical due to contamination and processing challenges. Industrial energy competition is intensifying in North America, with the Aluminium Association reporting that AI data centres are increasingly displacing aluminium smelters in access to electricity, underscoring the importance of more energy-efficient and sustainable approaches to metal processing.

2.11 TERTIARY METALS MARKET REVIEW AND TRENDS

As a result of the abovementioned supply side constraints, many leading entities in the metals supply chain such as 6K Additive have a stake in producing additional metal products in varying form factors to support customers by deploying a number of different metal processing techniques.

This diversification includes the provision of powders optimised for different powder metal processes, or by producing other metal products such as:

• Ingots – solid metal block used for remelting, casting stock or forging into mill products;

• Alloy Additions – pressed metal compacts and tablets used in downstream melting or alloying; and

• Mill Products – rolled or shaped metal products used in industrial manufacturing.

These processes also include alloying additions used in the production of other metals. For example, in aluminium production, titanium and zirconium alloying additions (either as pure elements or in master form) are commonly used to achieve specific mechanical properties in final product.

In these areas, the use of recycled and scrap metals is becoming increasingly important for markets without significant global share of resources and primary production capacity.

2.12 MAJOR PROVIDERS IN NON-SPECIALISED VOLUME PRODUCTION

AM powder producers focusing on atomization-based production are today mostly large entities (for gas atomisation) and small- to medium-sized entities (plasma atomisation).

The table below in Table 2.3 details some of the leading providers of gas and plasma atomized metal powders to the AM industry.

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6K Additive, Inc. | Prospectus

table 2.3: Leading providers of gas and plasma atomized metal powders to the AM industry

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----- Start of picture text -----

ESTIMATED SHARE
PROVIDER ATOMIZATION TECHNOLOGY SPECIFIC METALS FOCUS (AM POWDER)
Carpenter Gas and Plasma None 14%
Sandvik Gas and Plasma None 12%
Hoganas Gas None 10%
Praxair Surface Gas None 9%
Technologies
Avimetal Gas and Plasma None 9%
CNPC Powder Corp Gas and Plasma None 8%
AP&C (GE) Plasma Titanium, Aluminium 7%
Oerlikon Gas None 6%
Tekna Plasma Titanium, Refractory 6%
GKN PM Gas None 5%
----- End of picture text -----

Source: AM Research.

2.13 SPECIALISTS AND INNOVATORS IN AM POWDER PRODUCTION TO WATCH

In addition to these providers, there has been a trend in AM supply around providing powder from alternative feedstocks, especially scrap and recycled metals. Providers such as the Company and IperionX are both U.S. based newcomers in the metal additive market targeting titanium and refractory metals (among others) with powder production stemming to varying degrees on the basis of recycled metals.

Metal Powder Works, a relative newcomer to the AM market and a specialist powder supplier, continues to scale its DirectPowder process, which converts bar stock to powder in a room temperature process. The technology is claimed to be high yield and also possesses a high degree of customisation of parameter control for particle size, shape, and batch to batch consistency.

Outside of the U.S. the trend is also taking hold, perhaps in a less significant way. Finnish company Outukumpu announced in early 2023 that it was entering the metal powder market with a new atomization plant in Germany that will produce powder via the Hydride/Dehydride method using steel scrap, with a goal to serve AM and MIM markets with powder through recycling. The new plant will scale up production capacity over time, with the ultimate goal to grow to 330 tons annually.

In Japan, Epson Atmix Corporation, part of the Epson Group, announced plans to create a new metal recycling facility that will produce powders sold by the Atmix subsidiary for MIM and AM. The facility will become operational by 2025, and utilise scrap powders, waste from Epson factory operations, and used mould and die tools.

These businesses highlight a larger trend in regional powder supply and interest in AM from government-oriented sectors with strict supply requirements.

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6K Additive, Inc. | Prospectus

3. COMPANY OVERVIEW

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6K Additive, Inc. | Prospectus

3. COMPANY OVERVIEW

3.1 INTRODUCTION

6KA is a U.S.-based advanced materials company producing premium metal powders, alloy additions (compacts) and mill products for additive manufacturing and other high-performance applications. Products are manufactured from various forms of scrap which are upcycled into metal powders and alloy products which are then sold to customers. This closed-loop approach positions the Company among the few able to supply high-purity titanium, nickel, refractory and other alloys almost entirely from domestic U.S. scrap feedstock.

At the core of the Company’s operations is the UniMelt[®] microwave plasma technology, which converts engineered feedstock into consistent, high-quality metal powders. Under an exclusive, worldwide, royalty-free licence from its majority Stockholder, 6K Inc., the Company has the right to use the UniMelt[®] technology for metal powder production globally. The platform delivers efficiency, scalability and environmental benefits relative to traditional atomisation, supporting the Company’s competitive position.

6KA’s metal powders and alloy products are qualified across aerospace, defence, medical and industrial markets, with emerging opportunities in consumer electronics, robotics and other advanced sectors. The Company has received U.S. government support, including a US$23.4 million Defence Production Act Title III matched funding grant further described in Sections 3.9 and 9.11.3, underscoring its role as a strategic supplier of critical materials where performance, reliability and secure supply are paramount.

3.2 CORPORATE HISTORY AND DEVELOPMENT

6KA was incorporated in Delaware on 22 February 2019 as Amastan Phoenix LLC and renamed 6K Additive in June 2020.

The Company was formed to commercialise metal powder production using the UniMelt[®] technology, developed and patented by 6K Inc. and licensed exclusively to 6KA.

In 2019, the Company acquired the assets of AL Solutions, Inc. (ALs) of Burgettstown, Pennsylvania. ALS brought established expertise in upcycling titanium scrap into alloy additions for the aluminium industry, along with supply relationships and milling know-how. Building on this platform, 6KA began commercialising titanium, nickel and refractory metal powders using UniMelt[®] between 2020 and 2022.

Following the acquisition of ALS’s assets, 6KA established its Global Manufacturing Centre in Burgettstown, Pennsylvania which is now its headquarters and primary production site. This Burgettstown site is supported by specialised operations in Pennsylvania, Missouri, West Virginia and California providing UniMelt[®] and gas-atomised powder production, alloy compact manufacturing and mill products.

In September 2021, the Company completed the acquisition of Specialty Metallurgical Products Co., Inc ‘s (sMP) assets. SMP was a direct competitor whose Ti/Zr sponge tablets product line complemented 6KA’s existing Alloy segment. SMP continues to operate profitably out of Red Line, Pennsylvania, and is scheduled to relocate to Burgettstown, a move which is expected to drive greater operational efficiency and improved gross margins for 6KA.

The Company acquired the assets of Global Metal Powders (GMP) in July 2023, a strategic move to secure critical sizing technology essential for the in-house production of Ti/Ta/Nb feedstocks used in spherical powder manufacturing. The acquisition introduced a new powder product line, high purity Chromium (Cr), and continues to operate profitably in New Castle, Pennsylvania.

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3. COMPANY OVERVIEW CONTINUED

3.3 BUSINESS MODEL AND MAIN ACTIVITIES

3.3.1 Business Model Overview

6KA’s model is grounded in the processing of scrap metal, machine turnings, and out-of-specification powders into engineered feedstock for premium metal powders, alloying additions and mill products. The Company sources the vast majority of its feedstock domestically in the U.S., including directly from customers, supporting circular economy outcomes while minimising reliance on external supply chains. The ability to process scrap-based feedstock in-house at a structurally lower cost than virgin material, underpins a cost advantage and differentiated customer value proposition.

The Company operates a platform comprising UniMelt[®] microwave plasma reactors and a Vacuum Induction Gas Atomiser (VIGA), with future integration expected to enhance operational efficiency and process control. This combination enables production of a broad range of premium powders (nickel superalloys, titanium and refractory metals) and enables the use of processed scrap, whereas many competing production methods require virgin bar or wire. Oversize and fine fractions from atomisation that fall outside AM specifications can be re-processed, improving yield, increasing feedstock utilisation and reducing waste.

Revenue is generated across premium metal powders, alloy compacts and mill products (including selective scrap trading), via a mix of shorter-cycle spot sales and longer-term supply agreements. Spot sales build early revenue and customer relationships, while Super Users (users with 25 or more AM printers) and OEM accounts involve extended qualification but typically provide recurring demand once secured.

The Company also offers customers a take-back option for used powder and other scrap, which can be re-processed, lowering customers’ effective material costs, addressing waste management and securing additional low-cost feedstock.

The combination of scrap upcycling, yield efficiency and a customer take back option serve to reinforce 6KA’s strong value proposition to its customers.

3.3.2 UniMelt[®] Technology

UniMelt[®] is the core metal powder production technology used by the business and is shown in Figure 3.1. It exposes engineered feedstock to a highly controlled microwave plasma zone at approximately 6,000 Kelvin, creating a uniform thermal environment so that each particle experiences the same time at temperature. The resulting powders exhibit traits critical for additive manufacturing: high sphericity with minimal satellites, excellent flowability and spreadability, and full density without internal porosity or gas entrapment, supporting uniform, defect-resistant builds.

The process is contamination-controlled and provides a broad, tuneable particle-size distribution (PSD). Yields average ~85% versus ~25–50% for conventional atomisation, reducing off-size fractions, maximising usable output and improving economics. UniMelt[®] is particularly advantageous for production of titanium alloys and refractory metals (e.g., tungsten, niobium, tantalum), which are otherwise difficult and costly to process via traditional crucible-based atomisation.

Unlike most atomisation methods that require virgin bar or wire inputs, UniMelt[®] can process angular powder prepared from machine turnings, used powders, failed builds and end-of-life parts, reducing reliance on higher-cost virgin materials. The system’s continuous processing and adaptability support commercial-scale production with consistent particle sized distribution (PSD) and low contamination levels, characteristics essential for aerospace, defence and other high-performance applications.

In addition to yield and cost advantages, third-party life-cycle assessments indicate significant environmental benefits relative to ore-to-powder routes: up to 91% lower energy use and up to 92% lower carbon emissions for nickel alloys, and 74–77% lower energy use and ~78% lower emissions for titanium alloys.

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Figure 3.1: uniMelt[®] Process

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These attributes combine to reinforce 6KA’s positioning as a sustainable and competitive producer of premium powders. Table 3.1 summarises 6KA’s key powder offerings, their feedstock sources (historically 80% scrap), production benefits and principal applications:

table 3.1: 6KA – Metal Powder offerings and Key Markets

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METAL/ALLOY KEY CHARACTERISTICS UNIMELT BENEFITS TARGET INDUSTRIES/APPLICATIONS
Ti-6Al-4V High flowability Energy/emission Aerospace, Electronics,
High sphericity reduction vs. GA Medical, Industrial,
High density Defense, Automotive
INCONEL 718/625 High flowability High quality, Sustainable Oil & Gas, Aerospace,
Defense, Automotive
Refractory Metals High temp strength Critical for hypersonics, Catalysts, Chemical
(W, Re, Ta, Mo) High conductivity Space propulsion, Nuclear Processing, High-temp
applications, Defense
C103 (Niobium Alloy) High temp strength Critical for hypersonics Space propulsion, Defense
Good mechanical
properties
Stainless Steel Good mechanical High quality, Domestic Aerospace, Industrial
(17-4PH) properties supply
Aluminium Alloys Lightweight Cost-effective, Aerospace, Automotive
(e.g. AlSiMg) Sustainable (lightweight structures)
Copper & Alloys High conductivity Thermal management Electronics, Heat exchangers,
Thermal applications
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3. COMPANY OVERVIEW CONTINUED

3.3.3 Revenue Model and Customer Profile

6KA generates revenue primarily from the sale of premium metal powders and alloy compacts, with smaller contributions from mill and traded products. Metal powder sales currently account for 65% of revenue and are expected to grow to 80% over the coming years as shown in Figure 3.2.

6KA’s top 5 customers currently account for approximately 35% of total revenue, while the top customer is currently less than 10%.

Figure 3.2: 6KA Product revenue Profile

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Targeted
Powder 65% Powder 80%
Targeted Revenue
Current Alloy 35% Breakdown Alloy 20%
After Capacity
Expansion
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Recurring Revenue Profile

Metal powders and alloy additions are consumed in ongoing production, and once a customer qualification is secured, sales typically continue on a recurring basis over the life of the program. Approximately 75% of 6KA’s current sales are repeat orders, reflecting the consumable nature of the Company’s products and providing a high degree of resilience and visibility in the Company’s revenue base. Demand scales directly with customer production plans, which are expected to increase in line with broader industry growth. In addition, the expansion in the number of qualified powder customers is contributing to greater revenue diversification, reducing reliance on individual programs and expanding the Company’s exposure across multiple industries and end-uses.

Qualification

The typical metal-powder sales and qualification pathway, as shown in Figure 3.3, progresses through: (1) sampling and review, (2) product quality verification and performance testing and approval, (3) program adoption and volume ramp, and (4) long-term supply agreement (38% of revenue). For Super Users, step (2) can extend up to ~12 months before steps (2)–(3). For spot customers, steps (2)–(4) are often abbreviated and may proceed without a long-term agreement.

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Figure 3.3: typical Qualification Pathway

		Review specific requirements for the metal powder, including its chemical
Specification and Review		composition and physical characteristics
		Manufacturer ensures the metal powder meets industry or internal
Product Quality Verification		specifications through sampling
		The product is tested in both pilot and production scale to ensure
Product Performance Testing		consistency and repeatability
		Extensive testing and inspection of printed parts. Verification of part properties,
Testing and Inspection		performance and adherence to design requirements
Supplier Process Audit & Quality Documentation		Stringent end use applications can require comprehensive auditing and documentation to ensure process stability and compliance
		Upon successful qualification, the material and process is deemed compliant with
Approved Supplier List (ASL)		customer requirements and the company is added to the approved supplier list

Metal Powders

Premium metal powders are 6KA’s largest and fastest-growing revenue stream, reflecting increasing adoption of additive manufacturing across aerospace, defence, medical and industrial applications. Products are sold by the kilogram and consumed once qualified into customer production programs. 6KA’s customer base exceeds 100 accounts, split between smaller spot customers and larger “Super Users,” which it defines as those operating fleets of 25 or more additive manufacturing printers. The customer profile is shown in Table 3.2.

table 3.2: customer Profile revenue (%)

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custoMer ProFILe reVeNue (%)
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Energy	30%
Aerospace	27%
Contract Manufacturer	26%
Defense	8%
Industrial	5%
Printer OEM	3%
Medical	1%

As described in Table 3.3, spot customers typically provide shorter-cycle revenue and support rapid adoption, while Super Users have longer qualification periods but generally progress to multi-year supply agreements. This mix of customer types provides a balance of near-term revenue and long-term visibility. 6KA typically has a three- to six-month visibility of indicative demand based on customer production estimates.

The global metal powders market is forecast by AM Research to grow at an annual rate of approximately 19% from 2024 to 2033. 6KA is well-positioned to exceed this growth, underpinned by its differentiated value proposition, advanced production capabilities and expanding portfolio of high-performance materials.

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3. COMPANY OVERVIEW CONTINUED

table 3.3: 6KA – Metal Powder customer channels and revenue characteristics

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SHARE OF CURRENT SHARE
CUSTOMER TYPE DEFINITION CHARACTERISTICS ACCOUNTS STRATEGIC ROLE OF REVENUE
Spot Small to • Short cycle (weeks) 80% Early Revenue, 59%
Customers mid-sized buyers rapid adoption,
• Limited qualification
new relationships
• Repeat, small-volume
orders
Super Users ≥25 AM printers • Up to 12-month cycle 20% Long-term 41%
(printer OEMs, revenue visibility;
• Qualification required
print bureaus, scales with
end-part • Multi-year recurring production
manufacturers) demand
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Alloy Additions (Compacts)

Alloy compacts continue to provide a stable source of repeat revenue. These products are consumed primarily in aluminium alloying and other metallurgical processes. Customers include Arconic, Novelis and Nemak, while end customers include Ford and Boeing. Unlike metal powders, alloy compacts are not typically subject to long qualification cycles but are sold into ongoing industrial programs where demand is steady and recurring. Customer contracts tend to be on a three- to twelve-month cycle, while spot sales typically make up approximately 10% of segment sales.

Demand for compacts is closely tied to the aluminium industry, which produces over 9 million metric tons annually across primary and secondary sources mainly from the U.S. and Canada. As aluminium demand grows across automotive and aerospace sectors, alloy additions such as titanium and zirconium compacts play an increasingly vital role in enhancing material performance. The rise of recycled aluminium, which is less energy intensive and more sustainable than producing new aluminium from raw materials, further supports long-term demand for alloying additions in industrial applications. The Company continues to pursue targeted opportunities in Europe and the Middle East.

3.3.4 Products and Applications

6KA produces metal powders, alloy compacts, and mill products. The portfolio is configured for production use by printer OEMs, large print bureaus and end-part manufacturers, as well as by aluminium producers and industrial melt shops. The product lines are linked through a common scrap-based feedstock pathway, enabling material allocation to the highest-value outlets and supporting consistent quality and traceability expectations.

Metal Powders

6KA produces two types of metal powder:

• spherical metal powders — principal additive manufacturing products with particle size distributions tuned for laser powder bed fusion (LPBF), electron beam melting (eBM), directed energy deposition (DeD/laser blown powder) and binder jetting. LPBF is the primary target market at present due to its larger size. Representative applications include aerospace actuation and combustion hardware, engine and propulsion components (including space), structural brackets and housings, defence systems and medical implants.

• Angular metal powders — current families include titanium and chromium powders supplied to cold spray, coatings and conventional powder metallurgy (press and sinter) markets. These powders are characterised by irregular morphology, which supports enhanced mechanical interlocking, green strength and surface adhesion in specific manufacturing processes. Key end-use applications include aerospace and defence component repair, corrosion-resistant coatings, structural reinforcement and automotive sintered parts. Non-spherical morphology enables performance advantages in these applications, and the Company’s involvement reflects a strategic focus on serving these specialised markets.

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Table 3.4 below describes some of the significant applications and products for metal powders produced by the Company.

Table 3.4: Illustrative Metal Powder Applications

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ALLOY PROGRAM/END PRODUCT TYPICAL USER/AM METHOD PRODUCT
IN625 AZ200 rocket engine End-part manufacturer (space)
(bipropellant) • LPBF/DED
• Production use of
Ni625 spherical powder
IN625 Land-based turbine combustion End-part manufacturer (energy)
components (via contract • LPBF/DED
manufacturer)
• Approved through
CM route
ti-6Al-4V Spinal implants Medical device OEM/print partners
• Qualified AM powder • LPBF/EBM
IN625 B-2 bomber combustion Defence aerospace OEM
components • LPBF
• Production use
ti-6Al-4V Flight control & manifolds Tier-1 aerospace
• In-program use • LPBF
IN625 Next Generation Squad Defence small-arms OEM
Weapon suppressor • LPBF
• Production use
chromium Vacuum interrupter Electrical equipment OEM
(angular) (contactor portion) • Press/sinter PM and/or
• Angular, high-purity coatings (non-AM)
Cr powder
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3. COMPANY OVERVIEW CONTINUED

Alloy Compacts

Alloy compacts (titanium/zirconium additions) are precision-formulated melt additives used by rolling mills, casthouses and foundries to control chemistry and microstructure in aluminium production. Typical functions include grain refinement, modification and deoxidation to achieve target mechanical properties and surface quality across sheet and plate/extrusions. Underlying market drivers include:

• Light-weighting and eV adoption: rising aluminium content per vehicle and growth in body-in-white, closures and battery-related structures increase demand for chemistry-stable sheet and cast products, supporting ongoing use of Ti/Zr additions.

• Aerospace production ramps: higher single-aisle and wide-body build rates drive demand for premium plate and extrusions that require precise melt conditioning.

• recycling and sustainability targets: greater use of recycled aluminium heightens the need for reliable alloying additions to maintain specification compliance; domestic, scrap-based supply supports customers’ Scope-31 objectives.

• supply-chain resilience: preference for U.S.-sourced inputs and multi-year supply arrangements at mills/cast houses favour proven, repeatable additives.

Table 3.5 below describes some of the main applications and products for alloy compacts produced by the Company.

table 3.5: select Alloy ti/Zr compact Applications

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PROGRAM/END PRODUCT TYPICAL USER PRODUCT
Aluminium body panels (sheet products) Automotive OEM supply chain
• Via rolling/casthouse suppliers
Wheels & body sheet Rolling mills/casthouses
• Supplies automotive sheet
Wing skin & structures (via Arconic Aerospace supply chain
sheet & extrusions)
• Also used across Airbus programs
Aluminium engine blocks (multi-OEM) Foundry/automotive supplier
• Broad OEM exposure
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Mill Products

Mill Products comprise (i) nickel and titanium ingots and (ii) selective scrap trading. Nickel and titanium ingot production is included as part of the Company’s DPA Title III Grant–funded expansion and is planned for Phase 3 of the program, currently targeted for approximately two years from the Prospectus Date, so ingots are not expected to contribute materially in the near term. Scrap trading is already underway on a targeted basis to support feedstock flexibility, customer programs and market access. Together, these activities are intended to complement the Company’s core metal powder and alloy compact portfolios by enhancing supply optionality and commercial reach.

Integrated Platform Advantages

The synergistic relationship between the Company’s product lines creates multiple pathways for feedstock, maximising utilisation and reinforcing the Company’s competitive position, while offering customers a secure domestic supply, consistent quality across product forms, configurable product/lead-time optionality, and closed-loop programs that reduce waste and total cost of ownership.

• shared scrap pathway: a domestic scrap-based preparation stream services metal powders, alloy compacts and mill products, supporting quality and traceability.

• Angular spherical loop: angular metal powders act as both standalone products (cold spray, coatings, conventional powder metallurgy press and sinter) and as UniMelt[®] feedstock for spherical titanium and refractory powders, raising overall material utilisation.

• Nickel closed loop: VIGA oversize/fines can be reprocessed via UniMelt[®] to recover value and improve yields. In future, as part of the DPA Title III Grant project, nickel scrap will be consolidated into ingots that feed VIGA for spherical nickel superalloy powders or serve as premium casting stock for defence applications.

• Alloy compact overlap: feedstock preparation for alloy compacts overlaps with titanium metal powder processes, creating operational synergies.

• supply optionality: the mill products business, including selective scrap trading, enhances feedstock flexibility and supports customer programs; take-back of used powder and other scrap enables closed-loop arrangements.

• Demand balancing: breadth of product forms allows allocation to the highest-value outlet as demand shifts across aerospace, defence, medical and industrial programs.

This interconnected model supports economies of scale, reduces waste and strengthens the Company’s competitiveness in its target markets.

3.3.5 Process Overview

Incoming scrap and used material are vetted, segregated and prepared into engineered feedstock, then routed through three pathways as shown in Figure 3.4 below:

• Powder — For reactive metals (titanium, refractory), scrap is embrittled and milled to angular powder feedstock, then spheroidised via UniMelt[®] into premium powders, followed by de-oxidation. For nickel superalloys, processed scrap is melted and atomised via VIGA; oversize/fines are either remelted or milled and reprocessed (including via UniMelt[®] ). Used nickel powder returned by customers is upcycled through UniMelt[®] back into premium powder. All powders are then screened, blended (as required) and packaged to specification.

• Ingot — scrap is consolidated and melted into nickel remelt ingots (a Phase 3, DPA Title III project) intended as VIGA feed, third-party melt stock, or premium casting stock for defence applications.

• Alloy — milling, pressing and drying to produce titanium/zirconium alloy compacts for aluminium producers.

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3. COMPANY OVERVIEW CONTINUED

Figure 3.4: end-to-end scrap conversion Pathways

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3.3.6 Scrap Supply Chain

6KA sources feedstock primarily from U.S. domestic titanium and nickel-based scrap and machine turnings. Any supplemental imports are procured predominantly from existing or potential customers. In many cases, scrap is purchased directly from customers, supporting closed-loop programs, traceability and supply security. Availability of titanium and nickel scrap is considered ample for 6KA’s planned scale-up of production.

• titanium. Ti-6Al-4V represents ~80% of the U.S. titanium scrap market (USGS). From 2023–2027, an average of ~300 million lbs of titanium scrap is expected to be available annually; the Company’s plan requires <0.5% of this volume. Supply is secured through established relationships with generators (e.g., Howmet Aerospace, TIMET, ATI, Mega Metals) and aggregators (e.g., AmeriTi, Goldman Titanium, S. Letvin & Son, ELG). Typical inputs include turnings, billet offcuts, bar remnants and end-of-life parts, well suited to the Company’s embrittlement/ milling route.

• Nickel. Nickel superalloy scrap is sourced from domestic channels, including DoD surplus/retired aircraft programs and industrial generators, with flexibility to supplement from the open market. Many OEMs outsource scrap cleaning and chemistry preparation; the Company performs these steps in-house, returning specification-controlled input to OEM melt shops or using it internally. As part of the DPA Title III Grant, Phase 3 plan, nickel remelt ingots will consolidate scrap for VIGA feed, third-party melt applications, or premium casting stock for defence (ingot contribution not expected near term).

• refractory metals. Scrap streams of tungsten (W), tantalum (Ta), niobium (Nb), molybdenum (Mo) and rhenium (Re) are sourced mainly from domestic aerospace, defence and industrial programs (turnings, off-cuts, end-of-life components). These inputs are prepared as engineered feedstock suitable for UniMelt[®] , providing a sustainable, U.S.-based pathway to high-purity refractory powders and lowering reliance on imported virgin material.

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This scrap-based model supports cost competitiveness, material circularity and supply-chain resilience aligned with United States industrial-base objectives. These objectives are outlined in the 2024 National Defence Industrial strategy, which emphasizes the need for a secure, flexible and resilient industrial base capable of responding to geopolitical risks and supply disruptions.

Specifically, that strategy identifies supply chain resilience, workforce readiness, and economic deterrence as long-term priorities, backed by over US$23 billion in planned investments between FY2025 and FY2029 to strengthen domestic manufacturing capacity and reduce non-U.S. dependency.

3.4 QUALIFICATION PROCESS

In the context of a metal powder supplier, “qualification” refers to the process by which a customer accepts a specific powder and supplier for use in laser powder bed fusion (L-PBF). Entry into qualification programs is selective and data-intensive, creating both a barrier to entry for new suppliers and a source of durable, recurring demand once a powder is accepted. Unless otherwise specified, references in this section to “qualification” relate to product-level acceptance of 6KA powders; references to process-level validation are provided only for context.

Product-Level Qualification

Product-level qualifications confirm that a given powder conforms to agreed specifications for chemistry, particle-size distribution, flowability, morphology, cleanliness, packaging and certificate-of-analysis (CoA) requirements. Achieving qualification typically results in inclusion in the customer’s approved supplier and material lists and supports lot-acceptance consistency across multiple production runs. These programs require extensive testing and documentation, but once secured provide the foundation for recurring demand.

Process-Level Validation

Separate from the above, process qualification involves demonstrating part performance on a named L-PBF machine and parameter set at a specific site. This is typically undertaken by the printing operator (either a contract print bureau or an in-house production team) to the end-customer’s requirements. While powder specifications and CoA formats are transferable across programs and sites, operators often conduct limited site- or machine-specific validation prior to volume production. These approvals are outside 6KA’s scope and control.

6KA’s Qualification Position

6KA maintains product-level qualifications for its core L-PBF powders, including Ti-6Al-4V (Ti-64), Inconel 625, Inconel 718, Niobium C103, Tantalum-2.5W and pure chromium, across a diversified customer base spanning defence, medical, aerospace and industrial applications. These qualifications evidence conformity with customer specifications and support inclusion on approved supplier lists, providing the Company with durable supply positions.

Product-level qualifications are selective and data-intensive, making them costly to replicate and therefore highly defensible once achieved. At the same time, a product-qualified powder can be adopted by multiple operators and end-use programs, supporting scalability as additional customers onboard. Any additional site- or machine-specific validations that may be required for production are undertaken by the operator or end-customer and sit outside the Company’s scope.

As at the Prospectus Date, 6KA has qualified every product it has introduced to customers, meeting specifications across all engagements for its core L-PBF powders.

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3. COMPANY OVERVIEW CONTINUED

Details of some key 6KA qualifications are provided in Figure 3.5 below.

Figure 3.5: Key company Qualifications

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3.5 COMPETITIVE ADVANTAGES

6KA believes its principal competitive strengths include:

• scrap-based circular sourcing with established supply chain. Primary reliance on domestic scrap streams, supported by established relationships with major generators and aggregators and customer take-back programs, provides traceability, supply security and cost benefits while supporting circular-economy objectives.

• customer take-back & closed-loop programs. Ability to buy back used powder, turnings, failed builds and end-of-life parts from customers, re-process them to specification, and return qualified feedstock or finished powders. This converts customer waste into a revenue stream, lowers total material cost, deepens account stickiness, and often serves as an on-ramp to future powder qualifications and long-term supply.

• Integrated processing platform (VIGA + uniMelt[®] ). Diverse inputs can be routed to the optimal pathway, VIGA for spherical nickel superalloy powders; UniMelt[®] for titanium and refractory metals, with VIGA fines reprocessed via UniMelt[®] . This broadens the product range and enables a unique upcycling loop that lifts overall material utilisation and yield.

• Access to uniMelt[®] technology. Exclusive, worldwide, royalty-free licence for metal powder production supports scalable, premium powder manufacturing.

• Powder quality and performance. UniMelt[®] powders exhibit high sphericity with minimal satellites, full density and tunable PSDs for LPBF, EBM, DED and binder jetting; angular families (e.g., titanium, chromium) serve cold-spray, coatings and press-and-sinter markets.

• Yield and cost efficiency. UniMelt[®] delivers ~85% usable yield versus ~25–50% for conventional atomisation, reducing off-size scrap and supporting a structurally advantaged cost position by converting scrap into engineered feedstock.

• Industrial relationships and qualifications. Validations with Agile Space, NuVasive, ABB and Tier-1 primes such as Honeywell and Moog, plus established alloy-compact programs with Arconic, Novelis and Nemak (end-users include Ford and Boeing), provide credibility and recurring demand.

• environmental advantage. Third-party Life Cycle Assessment’s (LCA) indicate up to 91% lower energy use and up to 92% lower carbon emissions for nickel alloys, and 74–77% lower energy with ~78% lower emissions for titanium alloys versus legacy ore-to-powder routes.

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3.6 BUSINESS OPERATIONS AND FACILITIES

3.6.1 Burgettstown Global Manufacturing Centre (GMC)

The Company is investing in infrastructure upgrades at its Burgettstown, Pennsylvania headquarters (as pictured in Figure 3.6) to support the installation of 6 UniMelt[®] reactors (in addition to the 4 already installed), the development of refractory and ingot melt facilities, and consolidation of remote operations. These are expected to enable significant margin improvement and production efficiency, underpinned by a significant planned increase in expected capacity from 1,640 to 6,190 metric tonnes and vertical integration.

3.6.2 Other Production Sites

Figure 3.6: 6KA u.s. Production sites

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The Company has production sites in the United States, as shown in Figure 3.6, specifically at:

1. Burgettstown, Pennsylvania GMc: as noted above

2. Hayward, california: VIGA Powder atomisation

3. New cumberland, West Virginia: Alloy drying & packaging production

4. red Lion, Pennsylvania: Alloy tablet production

5. Washington, Missouri: Alloy milling production

6. New castle, Pennsylvania: Powder angular Cr production

The expansion of the GMC (as described in Table 3.5 and shown in Figure 3.7 below) will be executed in 3 distinct phases following Listing and utilising the proceeds from the Offer, alongside existing cash reserves and the DPA Title III Grant.

Phase 1 involves the expansion of the existing powder building and operations, enabling increased conversion of titanium raw materials into engineered feedstock for spheroidization. This phase also involves the installation of four UniMelt[®] systems as well as providing the necessary space to install up to four additional UniMelt[®] systems, boosting expected spherical powder production capacity to approximately 1,000 tons.

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3. COMPANY OVERVIEW CONTINUED

Phase 2 focuses on the consolidation of remote facilities – including Hayward (California), New Cumberland (West Virginia), New Castle and Red Lion (Pennsylvania) into the Burgettstown site.

Phase 3 is intended to involve construction and installation of additional melt, refractory and Hydride – DeHydride (HDH) operations, including ingot melt capabilities. This phase involves the installation of two UniMelt[®] systems and further expand titanium feedstock capacity and introduce dedicated refractory feedstock and spheroidization infrastructure.

table 3.5: GMc expansion Plan

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PHASE DESCRIPTION KEY OUTCOMES
Phase 1 Expansion of existing powder • Increased capacity to convert titanium raw materials
building and operations into engineered feedstock for spheroidization
• Install 4 UniMelt [®] systems
• Space for 4 additional UniMelt [®] systems
• Up to 1,000 tons of spherical powder capacity
Phase 2 Consolidation of remote • Integration of Hayward, New Cumberland,
facilities New Castle and Red Lion into Burgettstown
• Improved operational efficiency and gross
margin performance
Phase 3 Construction & installation • Installation of ingot melt operations
of additional operations
• Install 2 UniMelt [®] systems
• Expanded titanium feedstock capabilities
• Dedicated refractory feedstock and spheroidization
capacity
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Figure 3.7: GMc expansion Plan

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3.7 GROWTH STRATEGY AND EXPANSION PLANS

6KA’s post-IPO strategy focuses on (i) scaling U.S. capacity, (ii) selective international expansion, and (iii) continued product and process innovation tied to circular, scrap-based inputs. In the medium term with current funding, U.S. expansion will remain the priority, with near-term execution centred on the DPA Title III Grant program, all of which is expected to have the effect on capacity as shown in Table 3.6. International expansion will be client-demand driven, proceeding where anchor customers and partnerships support sustained demand.

table 3.6: Potential effect of GMc expansion on operations

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curreNt eXPANDeD
MetrIc toNNes oPerAtIoNs oPerAtIoNs
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Spherical Powder	200	1,000
Alloy Additions (Ti/Zr)	1,350	1,350
Angular powder (Ti/Cr)	90	340
Ingot Melt	0	3,600
total capacity	1,640	6,190

3.7.1 U.S. Expansion

• Burgettstown build-out. Incremental installation of additional UniMelt[®] reactors (ultimate site plan up to 14 units (10 total installed with 4 additional bays for expansion), plus debottlenecking of feedstock preparation, embrittlement/milling, QA/analytical labs, drying/packaging and site utilities.

• Nickel powder throughput. Increased VIGA campaign time and supporting melt logistics; recovery of fines via UniMelt[®] to lift effective yield.

• refractory capability. Dedicated rooms, handling and safety systems to expand tungsten/niobium/ tantalum families.

• operational consolidation. Progressive migration of select activities from satellite facilities into the Burgettstown Global Manufacturing Centre to improve unit economics and lead times.

• Phase 3 (ingot). DPA Title III Grant focus. Development of nickel and titanium remelt ingot capability (commissioning targeted ~two years from Prospectus Date) to consolidate domestic scrap for VIGA feed, third-party melt applications or premium defence casting stock.

3.7.2 International Expansion (Client-Pull)

• Modular deployment. Evaluate modular UniMelt[®] “pods” in priority regions to localise scrap intake and serve regional AM hubs, subject to anchor customer commitments and incentives.

• europe & Asia. Focus on proximity to aerospace, medical and industrial clusters to shorten logistics and support local qualifications.

• Australia. Investigate opportunities aligned with Future Made in Australia, leveraging local critical-materials ecosystems and Asia-Pacific proximity.

• Partnerships/financing. Pursue strategic partnerships and project-finance structures to support regional roll-outs while maintaining process control and quality.

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3. COMPANY OVERVIEW CONTINUED

3.7.3 Product and Technology Development

• Powder portfolio expansion. Broaden qualified titanium, nickel superalloy and refractory offerings (LPBF/EBM/DED/BJ-tuned PSDs), with customer-led data packages to accelerate adoption.

• Alloy compacts. Extend Ti/Zr compact SKUs for aluminium producers targeting EV, aerospace and high-recycled-content melts.

• circular innovations. Scale customer take-back and internal recycling of off-size/used powders; enhance digital traceability and QA automation.

• cost & yield roadmaps. Continuous UniMelt[®] yield improvement, energy/gas efficiency initiatives, and optimisation of domestic scrap streams.

Execution of the above initiatives remains subject to equipment lead times, permitting, qualification timelines, customer demand, and where applicable milestone funding under the DPA Title III Grant.

3.7.4 Commercial Alignment & Market Expansion

6KA’s commercial and marketing objectives are closely aligned with the operational and production volumes expected from the proposed expansion. The commercial team is actively working with existing customers to drive higher-volume orders and secure long-term agreements, while also expanding into new accounts. In parallel, targeted marketing campaigns across digital, event, and industry channels are generating demand to support increased production capacity.

Lead generation efforts are targeted to triple the current base of 4,000 qualified leads and 480 accounts within two years, contributing to greater revenue diversification and pipeline depth. These initiatives are complemented by a strategic focus on high-margin refractory metals, where 6KA holds a distinct market and cost advantage.

Marketing programs are also tailored to high-value sectors such as aerospace and defence, reinforcing the Company’s positioning with Tier 1 suppliers and the U.S. Department of War. Every marketing dollar is carefully allocated to ensure alignment with budget, lead generation targets, and pipeline objectives that support the Company’s anticipated expanded production volumes.

Figure 3.8: end-customer revenue Pipeline (%)

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Aerospace
Automotive
Energy
Defense
Industrial
Medical
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3.7.5 Operational Scale Up Plan

Utilising capital raised from the Offer alongside existing cash reserves and the DPA Title III Grant, 6KA will undertake a significant two-year expansion program to scale its facilities, equipment, production capacity, and commercial reach. This initiative includes the construction of a new warehouse and the expansion of the powder production building, with engineering and contractor selection processes already underway.

Key infrastructure upgrades will include relocating the VIGA atomizer to the Burgettstown campus, expanding melt and HDH capabilities, and installing additional UniMelt[®] systems to support increased titanium and refractory metal powder production. These enhancements will be phased in over the two-year period, with major equipment installations and commissioning milestones occurring throughout 2026 and 2027.

By early 2028, the expansion program is expected to culminate in the installation and commissioning of new melt systems, refractory UniMelt[®] commissioning (2 units) and commissioning of hydrogen furnace systems, enabling a substantial increase in production volumes. As new systems come online, the operations team will ramp up output while the commercial team expands customer and market reach to meet production volumes afforded by the expansion and in early 2028, the expansion program will culminate in the installation and commissioning.

3.8 INTELLECTUAL PROPERTY AND LICENSING

3.8.1 Licence Agreement

6KA produces metal powders under an exclusive licence to use the UniMelt[®] microwave plasma technology owned by its majority Stockholder, 6K Inc. 6K Inc.’s patent estate (covering, among other things, feedstock preparation, spheroidisation, and powder handling) comprises issued and pending applications in the United States and key international jurisdictions. The terms and obligations of the exclusive licence are set out in the IP Licence Agreement described in Section 9.11.1.

3.8.2 Supply & Maintenance Agreement

6KA has entered into a Supply & Maintenance Agreement pursuant to which 6K Inc. agrees to supply and sell to 6K Additive UniMelt[®] machines as 6KA shall require for its business operations and provide maintenance services on an ongoing basis. The terms of the Supply & Maintenance Agreement are described in Section 9.11.2.

3.9 GOVERNMENT SUPPORT AND GRANTS (INCL. DPA TITLE III)

The DPA Title III Grant program partners with U.S. industry to remedy shortfalls in the U.S. domestic industrial base, covering materials, resources and critical technologies essential to national defence, with the aim of strengthening supply-chain resilience and reducing reliance on foreign manufacturing.

In December 2023, 6KA was awarded US$23.4 million under the DPA Title III Grant, structured as a 50/50 cost-share with a total project budget of ~US$47 million and a planned ~40-month schedule across three phases as show in Figure 3.10:

Figure 3.10: DPA title III Grant Implementation Phases

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3. COMPANY OVERVIEW CONTINUED

The DPA Title III Grant funding supports equipment purchases, facility upgrades and infrastructure for feedstock preparation and powder manufacturing, and development of the Company’s planned ingot capability. The program is intended to accelerate capacity, enhance domestic supply of critical materials and, through external validation, assist customer qualification and adoption in regulated end markets.

The DPA Title III Grant to 6KA reflects that the Company’s capabilities align with the objectives of the program; in addition to funding capacity expansion, it provides third-party validation that can support engagement with defence and other regulated customers.

3.10 KEY COMMERCIAL RELATIONSHIPS AND CONTRACTS

6KA has established a pipeline of strategic relationships and binding agreements across key industries, underpinning a qualified potential pipeline of ~US$230m. These agreements reflect potentially strong demand for 6KA’s advanced powder and alloy technologies and supply. A number of these relationships are shown in Figures 3.11 and 3.12 below.

Figure 3.11: 6KA Key commercial relationships and contracts – select Powder Applications

commercial and defence Aircraft components Landing gear, jet engine turbine metal components made with 6KA’s Ni 718 Army: Next Generation squad Weapon Five year blanket purchase order with the US Army Development Command. Through 6KA contract manufacturer 6KA Ni 625 used for the production of military weapon suppressors Vacuum Interrupter Multiple global industrial electronic corporations use 6KA’s high purity Cr powder for vacuum interrupters for medium voltage switching applications space: A2200 & other rocket engines 6KA’s Nickel 625 and C103 powder is used in the manufacturing of the Bipropellant engine targeted for moon landing missions Production of Aerospace and Defense Products Through the National Center for Defence Manufacturing and Machining (NCDMM) and America Makes 6KA has partnered with both RTX and EOS on several joint projects DoD & space/IndustrialMoog 6KA Titanium 6-4 powder, Ni 718 and C-103 powder used for Flight Control & Manifolds across several divisions for hypersonics, space and aerospace applications refractory Metals & Biomedical: spinal Implants 6KA is the preferred tungsten supplier to 3D Systems (OEM Printer manufacturer) for nuclear and industrial applications. 3D Systems is also a strategic titanium feedstock supplier from their biomedical division

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Defence Weapons and energy compenents

6KA is strategic supplier of Ni 625 and Ni 718 for the production of defence components used for miltary weapons applications and manufacturing of energy components such as impellers

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tungsten Material Development

Material development project to understand the limits of tungsten in applications for laser powder bed fusion applications

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Military and Defence Applications Long-Term-Supply agreement for 6KA’s Ni 718 for components used CAI’s military and defence customers who require domestically sourced supply for material used in manufacturing

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Aerospace & Biomedical Preferred supplier for Trumpf Additive Manufacturing for titanium used in aerospace, medical and dental applications

Figure 3.12: 6KA Key commercial relationships and contracts – select Alloy Applications

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Boeing 737: Aircraft Wing skin & structures Arconic uses 6KA’s alloy additions in the production of sheet and extrusions for various uses in Boeing & Airbus aircraft components

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Ford: Aluminum Body Panels

Through the relationship with Arconic 6KA’s alloy products are used in the production of sheet products for automotive body panels

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Arconic: Alcoa[®] Wheels Alloy products used in the production of sheet products for automotive body panels Nemak: Aluminum engine Blocks Alloy products used in the production of engine blocks for many of the automotive manufacturers

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3. COMPANY OVERVIEW CONTINUED

3.11 MATERIAL BUSINESS RISKS

There are a number of risks that may affect the Company’s financial performance, financial position, cash flows, distributions, growth prospects and share price. Further details about these and other specific and general risks associated with an investment in the Company are set out in Section 5. The Company operates in an industrial manufacturing environment where Occupational Health and Safety (OH&S) is a critical consideration. The nature of metal powder production and advanced manufacturing processes involves inherent risks, including exposure to high temperatures, fine particulate materials, and heavy equipment. These risks, if not properly managed, could result in injury, regulatory action or operational disruption.

6KA has made a commitment to continue to set the standard for OH&S. As part of its broader risk management framework, the Company places a strong emphasis on maintaining a safe and compliant working environment across all facilities. A key aspect of risk mitigation is the company’s reliance on automation, and unmanned production for nearly all of its manufacturing processes. OH&S risks are monitored through structured internal processes, supported by training, incident reporting systems, and adherence to applicable workplace safety standards. 6K Additive recognises that a strong safety culture is essential not only for regulatory compliance but also for operational continuity and workforce engagement.

3.12 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) COMMITMENTS

6KA’s business model is aligned with global ESG priorities, reflecting the growing demand for sustainable manufacturing practices. Independent life cycle assessments have demonstrated that, in specific scenarios modelled, the Company’s proprietary UniMelt[®] process achieved reductions in greenhouse gas emissions of up to 91.5% for nickel and up to 78.5% for titanium, and energy consumption reductions of up to 91% for nickel and up to 76.7% for titanium, compared to traditional atomisation methods.

The reductions in greenhouse gas emissions and energy consumption allow downstream customers to materially lower the embedded carbon in their supply chains, directly supporting net zero commitments while also reducing costs associated with energy-intensive production. The reductions noted above represent the highest reductions observed in the independent life cycle assessments and may not reflect typical or average performance. In particular, these outcomes are based on defined modelling scenarios, including specific feedstock compositions, process yields, and operational parameters at a single facility. The assessments focus on production impacts and do not extend to product use or end-of-life. As such, the reductions noted above should be interpreted within the context of the methodologies and assumptions applied during the independent life cycle assessments, and actual results may vary under different conditions.

A key differentiator is the Company’s ability to upcycle feedstock, converting machining scrap, revert materials, and other secondary inputs into premium powders. This circular economy model enables recovery of up to 90% of input material into saleable powder, significantly reducing reliance on virgin mined resources. By diverting industrial scrap that would otherwise become waste, 6KA has demonstrated the potential to cut raw material demand by thousands of tonnes annually. For customers in aerospace, defence, medical, and energy sectors, this capability not only strengthens sustainability credentials but also provides greater supply security and traceability of critical inputs.

Energy efficiency is central to the UniMelt[®] platform. Unlike conventional atomisation or plasma spheroidisation techniques, UniMelt[®] achieves highly uniform plasma processing at lower energy intensities, improving yields and reducing waste. Internal benchmarking has shown yield improvements of 30 – 50%, lowering the overall environmental footprint per kilogram of powder produced. By combining these efficiency gains with the ability to process recycled feedstocks, 6KA delivers cost-competitive, high-performance products that meet stringent performance requirements while aligning with sustainability objectives.

6KA also recognises the importance of addressing Scope 3 emissions across its value chain. While these emissions fall outside the Company’s direct operational control, they are driven by its products and customer applications. The Company is actively engaging with customers to understand the downstream emissions impact of its powders and to identify opportunities for reduction, particularly in high-emission sectors such as aerospace and energy. This reflects a commitment to transparency, climate responsibility, and continuous improvement.

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To support this, 6KA has established governance frameworks to oversee ESG integration across its operations and partnerships. These frameworks guide strategic decision-making, investment in sustainable technologies, and responsiveness to climate-related risks. The Company prioritises innovation in adaptable and energy-efficient platforms, and maintains active oversight of emerging technologies to ensure its products remain competitive and aligned with evolving sustainability standards.

Importance of Low Energy Intensity for Tier 1 Manufacturers

Tier 1 manufacturers particularly in aerospace, defence, medical, and power systems place significant emphasis on sourcing from suppliers with low energy intensity. This focus is driven by the direct impact energy usage has on cost, compliance, and competitiveness. Table 3.7 below shows the key commercial drivers behind this priority.

table 3.7: Key commercial Drivers of Low energy Intensity for tier 1 Manufacturers

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DRIVER EXPLANATION 6KA ADVANTAGE
Supply Chain Energy is a major cost driver in additive UniMelt [®] process is more energy-efficient
Stability & Cost manufacturing. High energy intensity than traditional high-melt methods,
Competitiveness increases exposure to price volatility reducing cost risk for Tier 1s.
and supply chain disruptions.
Sustainability Tier 1s face pressure to reduce Scope 3 Bronze EcoVadis rating; powder buyback
& ESG Goals emissions. Suppliers with lower energy program for hazardous materials; use
intensity help meet carbon of scrap feedstock; 85% powder yield
reduction targets. vs. 20–30% for competitors.
Regulatory & Regulations like EU CBAM and U.S. clean Lower carbon footprint positions 6K
Market Pressures manufacturing incentives penalize Additive as a future-proof supplier.
high-energy-intensity suppliers.
Innovation and Low energy intensity signals modern, UniMelt [®] technology reflects investment
Process Maturity lean, and automated processes, in advanced, scalable manufacturing.
key indicators of long-term reliability.
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4. FINANCIAL INFORMATION

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4. FINANCIAL INFORMATION

4.1 INTRODUCTION

4.1.1 Financial Information

6KA has a 31 December financial year end.

The financial information contained in Section 4 includes historical financial information for 6KA for the financial years ended 31 December 2023 (FY23) and 31 December 2024 (FY24) and for the six months ended 30 June 2024 (HY24) and the six months ended 30 June 2025 (HY25).

Section 4 contains a summary of:

• reported historical financial information, comprising:

• 6KA’s reported historical consolidated income statements for FY23, FY24, HY24 and HY25 (reported Historical Income statements);

• 6KA’s reported historical consolidated cash flow statements for FY23, FY24, HY24 and HY25 (reported Historical cash Flows); and

• 6KA’s reported historical consolidated statement of financial position as of 30 June 2025 (reported Historical statement of Financial Position),

(together, the reported Historical Financial Information); and

• pro forma historical financial information, comprising:

• 6KA’s pro forma historical consolidated income statements for FY23, FY24, HY24 and HY25 (Pro Forma Historical Income statements); and

• 6KA’s pro forma historical consolidated cash flow statements for FY23, FY24, HY24 and HY25 (Pro Forma Historical cash Flows); and

• 6KA’s pro forma historical consolidated statement of financial position with pro forma adjustments as of 30 June 2025 (Pro Forma Historical statement of Financial Position),

(together, the Pro Forma Historical Financial Information);

The Reported Historical Financial Information and Pro Forma Historical Financial Information is together referred to as “the Financial Information”.

In addition, Section 4 summarises:

• the basis of preparation and presentation of the Financial Information (see Section 4.2);

• information regarding certain non-U.S. GAAP financial measures (see Section 4.2.3);

• the key pro forma operating and financial metrics (see Section 4.3.4);

• the pro forma adjustments to the Reported Historical Financial Information (see Sections 4.3, 4.5 and 4.6);

• information regarding liquidity and capital resources (see Section 4.6.1);

• information regarding 6KA’s contractual obligations, commitments and contingent liabilities (see Section 4.6.2);

• information regarding 6KA’s related party transactions (see Section 4.6.3);

• management’s discussion and analysis of the Pro Forma Historical Financial Information (see Section 4.7);

• a description of 6KA’s critical accounting policies (see Appendix A); and

• 6KA’s dividend policy (see Section 4.8).

The information in Section 4 should also be read in conjunction with the risk factors set out in Section 5 and other information contained in this Prospectus.

All amounts disclosed in Section 4 and the Appendices are presented in United States dollars (being the Company’s functional currency) and, unless otherwise noted, are rounded to the nearest $000. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Any differences between totals and sums of components in figures or tables contained in this Prospectus are due to rounding.

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4. FINANCIAL INFORMATION CONTINUED

4.2 BASIS OF PREPARATION AND PRESENTATION OF THE FINANCIAL INFORMATION

4.2.1 Overview and preparation and presentation of the Financial Information

The Directors are responsible for the preparation and presentation of the Financial Information.

The Historical Financial Information included in this Prospectus is intended to present potential investors with information to assist them in understanding the underlying historical financial performance, cash flow and financial position of 6KA.

The Reported Historical Financial Information has been prepared in accordance with the recognition and measurement principles of U.S. GAAP issued by the Financial Accounting Standards Board (FASB) and 6KA’s accounting policies. 6KA’s significant accounting policies are described in Appendix A. A reconciliation between U.S. GAAP and the International Financial Reporting Standards (IFRS) is contained in Section 4.9.

The Pro Forma Historical Financial Information has been prepared in accordance with the recognition and measurement principles of U.S. GAAP other than it includes certain adjustments which have been prepared in a manner consistent with U.S. GAAP, that reflect (a) the exclusion of certain transactions that occurred in the relevant periods and (b) the impact of certain transactions as if they had occurred on or before 30 June 2025.

The Pro Forma Historical Financial Information does not reflect the actual financial results and cash flows of 6KA for the periods indicated. The Directors believe that it provides useful information as it permits investors to examine what it considers to be the underlying financial performance and cash flows of the business presented on a consistent basis.

The Financial Information is presented in an abbreviated form, and it does not include all of the presentation and disclosures, statements or comparative information required by U.S. GAAP and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

In addition to the Financial Information, Section 4 describes certain non- U.S. GAAP financial measures that 6KA uses to manage and report on the business that are not defined under or recognised by U.S. GAAP.

Independent Limited Assurance Report

The Financial Information (as defined above) has been reviewed by RSM Corporate Australia Pty Limited in accordance with the Australian Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information as stated in its Independent Limited Assurance Report set out in Section 8. Investors should note the scope and limitations of the Independent Limited Assurance Report.

4.2.2 Preparation of the Historical Financial Information

The Historical Financial Information has been presented on both a historical and a pro forma basis.

The Reported Historical Financial Information for FY23 and FY24 for 6KA has been derived from the FY23 and FY24 audited financial statements of 6KA.

The financial statements of 6KA for FY23 and FY24 were audited by RSM U.S. LLP in accordance with auditing standards generally accepted in the United States of America (GAAs). RSM U.S. LLP has issued unqualified audit opinions on these financial statements.

RSM U.S. LLP’s opinion included a paragraph in relation to “Substantial Doubt About the Company’s Ability to Continue as a Going Concern”. However, the audit opinion was not modified with respect to this matter.

The Reported Historical Financial Information for HY24 and HY25 for 6KA has been derived from the HY24 and HY25 reviewed interim financial statements of 6KA.

The financial statements of 6KA for HY24 and HY25 were reviewed by RSM U.S. LLP in accordance GAAS. RSM U.S. LLP has issued unqualified reviewed conclusions on these financial statements.

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RSM U.S. LLP’s review conclusion for HY25 also included a paragraph in relation to “Substantial Doubt About the Company‘s Ability to Continue as a Going Concern”. However, the review conclusion was not modified with respect to this matter.

The Pro Forma Historical Financial Information has been prepared for the purpose of inclusion in this Prospectus. The Pro Forma Historical Financial Information has been derived from the Reported Historical Financial Information of 6KA and adjusted for the effects of the pro forma adjustments.

Section 4.3 and Table 4.2 sets out the pro forma adjustments made to the Reported Historical Income Statements and a reconciliation of the Reported Historical Income Statements to the Pro Forma Historical Income Statements.

Section 4.5 and Table 4.7 sets out the pro forma adjustments to the Reported Historical Cash Flows and a reconciliation of the Reported Historical Cash Flows to the Pro Forma Historical Cash Flows. Pro forma adjustments were made to the Reported Historical Cash Flows to reflect the cash impact of the pro forma adjustments to the Reported Historical Cash Flows.

Section 4.6 and Table 4.9 sets out the pro forma adjustments to the Reported Historical Statement of Financial Position, and a reconciliation of the Reported Historical Statement of Financial Position to the Pro Forma Historical Statement of Financial Position. Pro forma adjustments were made to the Reported Historical Statement of Financial Position to reflect the impact of the conversion of related party loans and payables to equity, the private placement, the conversion from LLC to Corporation and the Offer as if they had occurred as of 30 June 2025.

In preparing the Financial Information, 6KA’s accounting policies have been consistently applied throughout the periods presented.

Investors should note that past results are not a guarantee of future performance.

Going Concern

The Financial Information for HY25 have been prepared on a going concern basis, which contemplates continuity of normal business activities and realisation of assets and discharge of liabilities in the normal course of business.

The Directors believe that there are reasonable grounds that 6KA will be able to continue as a going concern as a result of the proceeds raised from the Offer.

4.2.3 Explanation of certain non-U.S. GAAP or IFRS financial measures

To assist in the evaluation of the performance of 6KA, certain measures are used to report on the Company that are not recognised under U.S. GAAP or IFRS. These measures are collectively referred in this Section 4 and under Regulatory Guide 230 Disclosing Non-IFRS Financial Information published by ASIC as “non-IFRS financial measures”. The principal non-IFRS financial measures that are referred to in this Prospectus are as follows:

• EBITDA is earnings/(losses) before interest (net finance income), taxation, depreciation and amortisation. Management uses EBITDA to evaluate the operating performance of the business without the non-cash impact of depreciation, amortisation and before interest and taxation. 6KA also calculates EBITDA margin, which is EBITDA expressed as a percentage of total revenue. EBITDA can be useful to help understand the cash generation potential of the business. EBITDA and EBITDA margin should not be considered as an alternative to measures of cash flow under IFRS and investors should not consider EBITDA in isolation from, or as a substitute for, an analysis of the results of 6KA operations;

• EBIT is earnings/(losses) before interest (net finance income) and taxation;

• Contribution margin is the difference between revenue and the variable costs associated with its production and sales process. 6KA also calculates Contribution margin ratio, which is Contribution margin expressed as a percentage of total revenue. Management uses contribution margin and contribution margin ratio to evaluate the aggregate amount of revenue available after variable costs to cover fixed expenses and provide profit to 6KA; and

• Working capital includes trade and other receivables, inventory and other current assets less trade and other payables, other liabilities and provisions.

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4. FINANCIAL INFORMATION CONTINUED

Although the Directors believe that these measures provide useful information about the financial performance of 6KA, they should be considered as supplements to the income statement or cash flow statement measures that have been presented in accordance with U.S. GAAP and not as a replacement for them. As these measures are not based on U.S. GAAP or IFRS, they do not have standard definitions, and the way 6KA calculated these measures may differ from similarly titled measures used by other companies. Investors and readers of this Prospectus should therefore not place undue reliance on these non-U.S. GAAP or IFRS financial measures.

4.3 REPORTED AND PRO FORMA HISTORICAL INCOME STATEMENTS

4.3.3 Summary of Reported Historical Income Statements

Table 4.1 sets out 6KA’s Reported Historical Income Statements for FY23, FY24, HY24 and HY25.

table 4.1: summary of reported Historical Income statements

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rePorteD HIstorIcAL
us$’000 Notes FY23 FY24 HY24 HY25
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Revenue	1	20,222	18,383	9,696	7,666
Cost of revenue	2	(20,395)	(20,991)	(10,709)	(9,148)
Gross profit		(173)	(2,608)	(1,014)	(1,482)
Selling, general and administrative expenses	3	(11,154)	(10,018)	(5,507)	(4,153)
Research and development expenses	4	(4,419)	(3,403)	(1,838)	(989)
total operatingexpenses		(15,573)	(13,421)	(7,346)	(5,141)
Loss from operations		(15,746)	(16,029)	(8,359)	(6,623)
Interest expense	5	(4,761)	(9,509)	(4,555)	(5,104)
Other income	6	163	188	91	128
Net loss		(20,344)	(25,350)	(12,824)	(11,600)

Notes:

1. Revenue consists of product revenue primarily from the manufacture and sale of metals compacts used in the aluminum industry as alloy additions and metal powders used by the additive manufacturing industry. It also includes service revenue from the execution of research and development projects with government agencies and commercial customers, which involves the testing, production and processing of critical materials.

2. Cost of revenue has primarily consisted of the costs of materials and associated freight, shipping and handling costs, direct labour, contractor and other personal costs, overhead, depreciation and other direct costs.

3. Selling, general and administrative expenses have predominately consisted of salaries, wages and other ancillary employee costs related to staff engaged in promoting and marketing the Company’s brand and services offered, general administrative, customer support and other back-office functions. These include members of the management team who sit outside of product development. This category also includes rent, office expenses and other administrative facility expenses.

4. Research and development expenses have predominantly consisted of salaries and, wages related to staff engaged in research and development, primarily in the engineering function. It also includes additional employee costs associated with the training, benefits, insurance and travel of staff employed in this function.

5. Interest expense has predominantly consisted of interest on related party loans. It also includes interest on a third-party loan for FY23 and interest on a finance lease arrangement for FY24, HY24 and HY25.

6. Other income has primarily consisted of reimbursements from grants or subsidies that are obtained from governments or other organisations. Other income also includes a change in fair value of contingent consideration adjustment for FY23. These are offset by financing expenses related to factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis.

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4.3.2 Pro forma adjustments to the Reported Historical Income Statement

Table 4.2 sets out the pro forma adjustments that have been made to the Reported Historical Income Statements.

table 4.2: Pro forma adjustments to the reported Historical Income statements

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us$’000 Notes FY23 FY24 HY24 HY25
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Statutory net loss		(20,344)	(25,350)	(12,824)	(11,600)
Addition of listed company costs	1	(921)	(921)	(460)	(460)
Removal of remeasurement of
contingent consideration	2	(270)	–	–	–
Removal of interest expense on
converted related party loans	3	4,613	9,403	4,519	5,041
Removal of interest expense on
loan repaid with third-party lender	4	148	–	–	–
Removal of interest expense for
finance lease equipment purchase	5	–	106	36	64
Addition of earnings for acquired
business prior to closing	6	370	–	–	–
Removal of one-time acquisition costs	7	180	–	–	–
Removal of one-time bonus payment
in connection with acquisition	8	257	–	–	–
Tax impact of conversion from
LLC to Corporation	9	(4)	(10)	(5)	(6)
Pro Forma net loss		(15,971)	(16,772)	(8,734)	(6,962)

Notes:

1. The Pro Forma Historical Results include listed company costs such as additional Director fees, ASX listing and registry fees, professional service fees and investor relations and communications.

2. The Pro Forma Historical Results exclude the remeasurement of contingent consideration as required by U.S. GAAP.

3. The Pro Forma Historical Results exclude interest expense recognised on related party loans that got converted into 6KA equity in July 2025.

4. The Pro Forma Historical Results exclude interest expense recognised on a third-party loan that 6KA repaid in 2023.

5. The Pro Forma Historical Results exclude interest expense recognised on an equipment finance lease that was purchased by 6KA in July 2025.

6. The Pro Forma Historical Results include earnings from GMP as if the acquisition closed on January 1, 2023. Results for the pre-acquisition period were not available in full. To estimate the results for the first half of the 2023 financial year, management doubled the available quarter ended 31 March 2023 results, assuming that performance for the quarter ended 30 June 2023 was consistent. These estimated first-half results were then combined with the post-acquisition results to present the full-year information included herein.

7. The Pro Forma Historical Results exclude one-time transaction costs incurred for the acquisition of GMP.

8. The Pro Forma Historical Results exclude a certain one-time special bonus payment.

9. The Pro Forma Historical Results include the tax effects of 6KA’s election to convert from an LLC to a corporation.

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4. FINANCIAL INFORMATION CONTINUED

4.3.3 Summary of Pro Forma Historical Income Statements

Table 4.3 sets out a summary of the Pro Forma Historical Income Statements of 6KA for FY23, FY24, HY24 and HY25. The Pro Forma Historical Income Statements are reconciled to the respective historical income statements in Section 4.3.2.

table 4.3: summary of Pro Forma Historical Income statements

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Pro ForMA HIstorIcAL us$’000 Notes FY23 FY24 HY24 HY25
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Revenue	1	22,329	18,383	9,696	7,666
Cost of revenue	2	(21,543)	(20,991)	(10,709)	(9,148)
Gross profit		786	(2,608)	(1,014)	(1,482)
Selling, general and
administrative expenses	3	(12,264)	(10,939)	(5,968)	(4,613)
Research and development expenses	4	(4,382)	(3,403)	(1,838)	(989)
total operatingexpenses		(16,646)	(14,341)	(7,806)	(5,602)
Loss from operations		(15,860)	(16,950)	(8,820)	(7,083)
Other (expense) income	5	(107)	188	91	128
Net loss before taxes		(15,967)	(16,761)	(8,729)	(6,956)
Income tax expense		(4)	(10)	(5)	(6)
Net loss after taxes		(15,971)	(16,772)	(8,734)	(6,962)
reconciliation to eBItDA
Add backs:
Income tax expense		4	10	5	6
Depreciation expense included
in cost of revenue		1,866	2,179	992	1,064
Remaining depreciation
and amortization expense		1,569	1,896	1,063	1,067
eBItDA		(12,533)	(12,687)	(6,674)	(4,825)

Notes:

1. Revenue consists of product revenue primarily from the manufacture and sale of metals compacts used in the aluminium industry as alloy additions and metal powders used by the additive manufacturing industry. It also includes service revenue from the execution of research and development projects with government agencies and commercial customers, which involves the testing, production and processing of critical materials.

2. Cost of revenue has primarily consisted of the costs of materials and associated freight, shipping and handling costs, direct labour, contractor and other personal costs, overhead, depreciation and other direct costs.

3. Selling, general and administrative expenses have predominately consisted of salaries, wages and other ancillary employee costs related to staff engaged in promoting and marketing the Company’s brand and services offered, general administrative, customer support and other back-office functions. These include members of the management team who sit outside of product development. This category also includes rent, office expenses and other administrative facility expenses.

4. Research and development expenses have predominantly consisted of salaries and, wages related to staff engaged in research and development, primarily in the engineering function. It also includes additional employee costs associated with the training, benefits, insurance and travel of staff employed in this function.

5. Other income (expenses) has primarily consisted of reimbursements from grants or subsidies that are obtained from governments or other organisations. This is offset by financing expenses related to factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis.

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4.3.4 Key operating and financial metrics

Table 4.4 sets out 6KA’s key pro forma historical operating and financial metrics for FY23, FY24, HY24 and HY25.

table 4.4: Pro forma historical key operating and financial metrics

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Pro ForMA HIstorIcAL us$’000 FY23 FY24 HY24 HY25
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Total revenue	22,329	18,383	9,696	7,666
Gross profit	786	(2,608)	(1,014)	(1,482)
Gross profit margin	3.5%	-14.2%	-10.5%	-19.3%
Contribution margin	2,493	(250)	(98)	(245)
Contribution margin ratio	11.2%	-1.4%	-1.0%	-3.2%
EBITDA	(12,533)	(12,687)	(6,674)	(4,825)
EBITDA margin	-56.1%	-69.0%	-68.8%	-62.9%

4.4 SEGMENT INFORMATION

In accordance with ASC 280 – Segment Reporting, 6KA has determined its operations comprise two reportable segments:

• Powder: includes the production and sale of metal powders for additive manufacturing and other industrial processes. This segment leverages proprietary processing technologies to produce powders with precise specifications and consistent quality.

• Alloy: encompasses the manufacture and sale of metal alloys and compacts for industrial applications. This segment includes products derived from recycled or processed materials and serves a variety of end markets, including automotive, aerospace, and specialty manufacturing.

In accordance with ASC 280 – Segment Reporting, these segments are those in which the chief operating decision-maker (Managing Director/Chief Executive Officer of 6KA) received information for the purpose of resource allocation and assessment of segment performance.

Table 4.5 sets out the pro forma revenue and results by operating segment for FY23, FY24, HY24 and HY25.

table 4.5: Pro forma historical segment revenue and result for FY23, FY24, HY24 and HY25.

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Pro ForMA HIstorIcAL
us$’000 FY23 FY24 HY24 HY25
----- End of picture text -----

revenue:
Powder	13,557	11,958	5,952	5,112
Alloy	8,772	6,425	3,744	2,554
total revenue	22,329	18,383	9,696	7,666
cost of revenue:
Powder	(13,285)	(13,823)	(6,970)	(6,422)
Alloy	(8,258)	(7,168)	(3,739)	(2,726)
total cost of revenue	(21,543)	(20,991)	(10,709)	(9,148)
Gross Profit:
Powder	272	(1,866)	(1,018)	(1,310)
Alloy	514	(742)	5	(172)
totalgross profit	786	(2,608)	(1,014)	(1,482)

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4. FINANCIAL INFORMATION CONTINUED

4.5 REPORTED AND PRO FORMA HISTORICAL CASH FLOWS

4.5.1 Summary of Reported Historical Cash Flows

Table 4.6 sets out Reported Historical Cash Flows for FY23, FY24, HY24 and HY25.

table 4.6: summary of reported Historical cash Flows

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rePorteD HIstorIcAL
us$’000 Notes FY23 FY24 HY24 HY25
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Net loss		(20,344)	(25,350)	(12,824)	(11,600)
Other non-cash items		8,562	7,923	4,308	2,757
Changes in working capital		353	13,260	8,144	5,132
Net cash used in operating activities	1	(11,429)	(4,166)	(371)	(3,710)
Purchases of property and equipment		(1,284)	(3,095)	(983)	(387)
Government grants related to equipment		–	640	178	353
Acquisition of business		(8,921)	–	–	–
Net cash used in investing activities	2	(10,205)	(2,455)	(805)	(34)
Repayment of loan with third-party lender		(3,000)	–	–	–
Principal repayments of finance
lease obligations		–	(194)	(114)	(198)
Exercise of stock options		28	4	–	–
Proceeds from loans with related party		23,000	8,500	1,000	2,500
Repayment of loans with related party		–	(1,000)	–	–
Net cash provided byfinancingactivities	3	20,028	7,310	886	2,302
Net cash (used in) provided		(1,606)	689	(291)	(1,442)

Notes:

1. 6KA’s cash flows from operating activities for all periods have been negative, primarily from the Company’s net loss. The Company has funded its outflows from operations primarily using proceeds from related party loans with 6K Inc.

2. 6KA’s investments have consisted of purchases of property and equipment, which are reduced for income received from grants or subsidies from governments or other organisations. In FY23, the Company also paid cash consideration of $8.9 million for the acquisition of the GMP business.

3. 6KA has primarily funded its operations through related party loans during the periods presented. In FY23, the Company also repaid $3.0 million of outstanding term loan debt to a third-party lender.

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4.5.2 Pro forma adjustments to the Reported Historical Cash Flows

Table 4.7 sets out the pro forma adjustments that have been made to the Reported Historical Cash Flows to reflect the post-tax cash impact of the pro forma earnings adjustments. These adjustments are summarised and explained in the table below.

table 4.7: Pro forma adjustments to the reported Historical cash Flows

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us$’000 Notes FY23 FY24 HY24 HY25
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reported net cash used in operating activities		(11,429)	(4,166)	(371)	(3,710)
Addition of listed company costs	1	(921)	(921)	(460)	(460)
Removal of interest with third-party lender	3	148	-	-	-
Removal of one-time acquisition costs	4	180	-	-	-
Addition of GMP pre-acquisition earnings	5	636	-	-	-
Removal of one-time bonus payment
in connection with acquisition	6	257	-	-	-
Removal of finance lease obligation
– interest component	8	-	106	36	64
Pro-Forma net cash used in operatingactivities		(11,129)	(4,981)	(796)	(4,106)
reported net cash used in investing activities		(10,205)	(2,455)	(805)	(34)
Removal of one-time acquisition costs	2	8,921	-	-	-
Removal of finance lease obligation
– Capital cost	8	-	(1,317)	(1,317)	-
Pro-Forma net cash used in investingactivities		(1,284)	(3,771)	(2,122)	(34)
reported net cash provided by financing activities		20,028	7,310	886	2,302
Removal of loan repayment to third-party lender	7	3,000	-	-	-
Removal of finance lease obligations
– capital component	8	-	194	114	198
Removal of loan proceeds received from
related property	9	(23,000)	(7,500)	(1,000)	(2,500)
Pro-Forma net cash provided
byfinancingactivities		28	4	-	-
reported net cash (used)/provided		(1,606)	689	(291)	(1,442)
Addition of listed company costs	1	(921)	(921)	(460)	(460)
Removal of interest with third-party lender	2	8,921	-	-	-
Removal of interest with third-party lender	3	148	-	-	-
Removal of one-time acquisition costs	4	180	-	-	-
Addition of GMP pre-acquisition earnings	5	636	-	-	-
Removal of one-time bonus payment in
connection with acquisition	6	257	-	-	-
Removal of loan repayment to third-party lender	7	3,000	-	-	-
Removal of finance lease obligation	8	-	(1,017)	(1,167)	262
Removal of loan proceeds received from
related property	9	(23,000)	(7,500)	(1,000)	(2,500)
Pro Forma net cash used		(12,385)	(8,749)	(2,918)	(4,141)

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6K Additive, Inc. | Prospectus

4. FINANCIAL INFORMATION CONTINUED

Notes:

1. The Pro Forma Historical Results include listed company costs such as additional Director fees, ASX listing and registry fees, professional service fees and investor relations and communications.

2. The Pro Forma Historical Results exclude one-time acquisition consideration paid in connection with the acquisition of GMP.

3. The Pro Forma Historical Results exclude interest incurred on the third-party loan that got repaid in 2023.

4. The Pro Forma Historical Results exclude one-time transaction costs incurred for the acquisition of GMP.

5. The Pro Forma Historical Results include earnings from GMP as if the acquisition closed on January 1, 2023. Results for the pre-acquisition period were not available in full. To estimate the results for the first half of the 2023 financial year, management doubled the available quarter ended 31 March 2023 results, assuming that performance for the quarter ended 30 June 2023 was consistent. These estimated first-half results were then combined with the post-acquisition results to present the full-year information included herein.

6. The Pro Forma Historical Results exclude a certain one-time bonus payment made in connection with a prior acquisition.

7. The Pro Forma Historical Results exclude repayment of principal amounts on loans to third-party lenders to reflect the non-operating nature of the repayment and provide a clearer view of the ongoing operating performance of the business.

8. The Pro Forma Historical Results exclude the impact of payments on a finance lease obligation and reflect the equipment being purchased on the in-service date.

9. The Pro Forma Historical Results exclude proceeds from loans received from related parties to reflect the non-operating nature of the related-party financing and on the basis that such loans will cease to exist post-IPO.

4.5.3 Summary of Pro Forma Historical Cash Flows

Table 4.8 sets out 6KA’s Pro Forma Historical Cash Flows for FY23, FY24, HY24 and HY25. The pro forma cash flow information has been constructed using the indirect method (i.e. reconciling net loss to operating cash flows).

table 4.8: summary of Pro Forma Historical cash Flows

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Pro ForMA HIstorIcAL
us$’000 Notes FY23 FY24 HY24 HY25
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Net loss		(15,971)	(16,772)	(8,734)	(6,962)
Other non-cash items		9,101	7,934	4,314	2,764
Changes in working capital		(4,260)	3,857	3,625	92
Net cash used in operating activities	1	(11,129)	(4,981)	(796)	(4,107)
Purchases of property and equipment		(1,284)	(4,411)	(2,300)	(387)
Government grants related to equipment		-	640	178	353
Net cash used in investing activities	2	(1,284)	(3,771)	(2,122)	(34)
Exercise of stock options		28	4	-	-
Net cash provided byfinancingactivities	3	28	4	-	-
Net cash used		(12,385)	(8,749)	(2,918)	(4,141)

Notes:

1. 6KA’s cash flows from operating activities for all periods have been negative, primarily from the Company’s net loss. The Company has funded its outflows from operations primarily using proceeds from related party loans with 6K Inc.

2. 6KA’s investments have consisted of purchases of property and equipment, which were reduced for income received from grants or subsidies from governments or other organisations.

3. 6KA has primarily funded its operations through related party loans during the periods presented, which will cease to exist post-IPO and are excluded from Pro Forma Historical Results. 6KA has historically had minimal financing activities beyond these loans.

4.6 REPORTED HISTORICAL STATEMENTS OF FINANCIAL POSITION AND PRO FORMA HISTORICAL STATEMENT OF FINANCIAL POSITION

Table 4.9 sets out the Reported Historical Statement of Financial Position of 6KA and the pro forma adjustments that have been made to prepare the Pro Forma Historical Statement of Financial Position for 6KA. These adjustments take into account the effect of, amongst other things, the income tax effects of being a corporation, the proceeds of the Offer and related transaction costs and pro forma adjustments as if they had occurred as of 30 June 2025.

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The Pro Forma Historical Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of 6KA’s view of its financial position upon completion of the Offer or at a future date. Further information on the sources and uses of funds of the Offer is contained in Section 7.1.3.

table 4.9: reported Historical statement of Financial Position and Pro Forma Historical statement of Financial Position as of 30 June 2025

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6KA
rePorteD coNVersIoN coNVersIoN
HIstorIcAL coNVersIoN oF reLAteD FINANce FroM LLc
Pro ForMA BALANce oF reLAteD PArtY PrIVAte LeAse to corPo- IMPAct oF
HIstorIcAL sHeet PArtY LoANs PAYABLes PLAceMeNt PurcHAse rAtIoN tHe oFFer Pro ForMA
us$’000 30-JuNe-2025 ADJustMeNt 1 ADJustMeNt 2 ADJustMeNt 3 ADJustMeNt 4 ADJustMeNt 5 ADJustMeNt 6 30-JuNe-2025
----- End of picture text -----

current assets
Cash	398	–	(1,000)	14,043	(1,317)	–	27,646	39,770
Accounts receivable, net	2,601	–	–	–	–	–	–	2,601
Prepaid expenses and
other current assets	2,337	–	–	–	–	–	(1,103)	1,234
Inventories	6,647	–	–	–	–	–	–	6,647
total current assets	11,984	–	(1,000)	14,043	(1,317)	–	26,543	50,253
Property and
equipment, net	19,110	–	–	–	149	–	–	19,259
Goodwill	3,187	–	–	–	–	–	–	3,187
Intangible assets, net	2,313	–	–	–	–	–	–	2,313
Operating lease
right-of-use assets	1,277	–	–	–	–	–	–	1,277
total non-current assets	25,887	–	–	–	149	–	–	26,036
total assets	37,871	–	(1,000)	14,043	(1,168)	–	26,543	76,289
Liabilities and equity
Accounts payable	3,347	–	–	–	–	–	(52)	3,295
Accrued expenses and
other current liabilities	2,932	–	–	–	–	–	(30)	2,902
Due to related party	27,655	(20,359)	(7,296)	–	–	–	–	–
Loans with related party	56,000	(56,000)	–	–	–	–	–	–
Finance lease
liability, current	1,168	–	–	–	(1,168)	–	–	–
Operating lease
liability,current	109	–	–	–	–	–	–	109
total current
liabilities	91,211	(76,359)	(7,296)	–	(1,168)	–	(82)	6,307
Operating lease liability,
net of current portion	284	–	–	–	–	–	–	284
Deferred tax liability	–	–	–	–	–	20	–	20
total non-current
liabilities	284	–	–	–	–	20	–	304
total liabilities	91,495	(76,359)	(7,296)	–	(1,168)	–	(82)	6,611
Members’ deficit	(53,624)	76,359	6,296	14,043	–	(43,073)	–	–
Common stock	–	–	–	–	–	1	–	1
Additional
paid-in capital	–	–	–	–	–	115,844	26,625	142,469
Accumulated deficit	–	–	–	–	–	(72,792)	–	(72,792)
total equity	(53,624)	76,359	6,296	14,043	–	(20)	26,625	69,678
total liabilities
and equity	37,871	–	(1,000)	14,043	(1,168)	–	26,543	76,289

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6K Additive, Inc. | Prospectus

4. FINANCIAL INFORMATION CONTINUED

Adjustments:

1. The Pro Forma Historical results reflect the conversion of certain loans from related parties into equity, reducing related-party liabilities and correspondingly increasing equity, providing a clearer view of the company’s capital structure. These loans were converted in July 2025 prior to the IPO.

2. The Pro Forma Historical results reflect the conversion of certain related-party payables into equity, reducing related-party liabilities and correspondingly increasing equity. These payables are expected to be converted simultaneously with the IPO closing.

3. The Pro Forma Historical results have been adjusted to reflect the effects of the private placement.

4. The Pro Forma Historical results include the effects of 6KA’s finance lease equipment purchase.

5. The Pro Forma Historical results include the tax effects of 6KA’s election to convert from an LLC to a corporation.

6. The Pro Forma Historical results have been adjusted to reflect the effects of the Offer as if it had occurred as of 30 June 2025.

4.6.1 Liquidity and capital resources

Following completion of the Offer, the Company will have on a pro forma basis cash of $39.8 million as of 30 June 2025 arising from the Offer.

The Company expects that it will have sufficient cash to meet its short- and medium-term operational requirements and other business needs.

4.6.2 Contractual obligations, commitments and contingent liabilities

6KA has entered into several material contracts that create contractual obligations in the ordinary course of business. Table 4.10 sets out the commitments for these contracts as at the date of the Offer.

table 4.10: contractual obligations and commitments

us$’000	As At DAte oF tHe oFFer
DPA Title III Contribution (refer 9.11.3 for details)	20,600
Operating lease commitments	252

The Company is not aware of any contingent liabilities as of 30 June 2025.

4.6.3 Related party transactions

Transactions with 6K Inc.

In the normal course of business, 6KA enters into transactions with 6K Inc. which include the following:

Corporate Expense Allocations – The Reported Historical Financial Information and Pro Forma Historical Financial Information include allocations of certain expenses from 6K Inc. related to certain corporate and shared service functions historically provided by 6K Inc., including, but not limited to, executive oversight, accounting, tax, legal, human resources, occupancy, and other shared services. These expense allocations are considered non-cash capital contributions in 6KA’s Reported Historical Statement of Financial Position and Pro Forma Historical Statement of Financial Position.

6KA recorded the expense allocations in the following categories on its Reported Historical Income Statement and Pro Forma Historical Income Statement:

rePorteD HIstorIcAL us$’000	Notes	FY23	FY24	HY24	HY25
Selling, general and administrative		(2,948)	(2,726)	(1,600)	(526)
Research and development		(2,857)	(1,219)	(787)	(155)
total		(5,805)	(3,945)	(2,387)	(681)

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6K Additive, Inc. | Prospectus

These amounts include allocated equity-based compensation expense of $90k, $166k, $42k and $33k for FY23, FY24, HY24 and HY25, respectively.

Outstanding Loans – 6KA had loans with 6K Inc. that had an outstanding principal balance of $56,000k on 30 June 2025, as shown in its Reported Historical Statement of Financial Position. In connection with these loans, 6KA recorded interest expense of $4,614k, $9,403k, $4,519k and $5,041k for FY23, FY24, HY24 and HY25, respectively.

In July 2025, all loans with 6K Inc. were converted to equity in 6KA, which included the then-outstanding principal balance of $56,000k and accrued interest of $20,359k.

Operating Expense Reimbursement and Accrued Interest – 6K Inc. routinely pays certain expenses on behalf of 6KA in the normal course of business and vice versa. These expenditures are reflected in the financial statements of 6KA and 6K Inc., as applicable, and classified as due to related party in current liabilities on 6KA’s Reported Historical Statement of Financial Position. As of 30 June 2025, due to related party also includes accrued interest of $20,359k on the related party loans outstanding.

Other Related Party Transactions

Management Service Fee – On April 12, 2019, 6KA executed a management service agreement with one of its members (Warbird). The agreement provides an annual service fee of $150k for financing and other consulting services provided to 6KA. Service fees were $150k for FY23 and FY24 and $75k for HY24 and HY25, and are included with selling, general and administrative expense in 6KA’s Reported Historical Income Statement and Pro Forma Historical Income Statement.

4.7 MANAGEMENT DISCUSSION AND ANALYSIS OF THE PRO FORMA HISTORICAL FINANCIAL INFORMATION

This Section 4.7 includes a discussion of key factors that affected the Company operating and financial performance during the period of the Historical Financial Information.

The discussion in this Section focuses on the Pro Forma Financial Information. The discussion of these general factors is intended to provide a summary only and does not detail all factors that affected the Company’s historical financial performance, or everything that may affect the Company’s operations and financial performance in the future. The information in this Section 4.7 should be read in conjunction with the risk factors set out in Section 5 and other information contained in this Prospectus.

4.7.1 Revenue

The Company is organised and operates in two reporting segments:

• Powder: includes the production and sale of metal powders for additive manufacturing and other industrial processes. This segment leverages proprietary processing technologies to produce powders with precise specifications and consistent quality.

• Alloy: encompasses the manufacture and sale of metal alloys and compacts for industrial applications. This segment includes products derived from recycled or processed materials and serves a variety of end markets, including automotive, aerospace, and specialty manufacturing.

The Company’s business model is derived from providing products and services in the additive manufacturing and advanced materials industries.

Product revenue is comprised of the manufacture and sale of metal powders, including nickel, titanium, stainless steel, and refractory metals used in additive manufacturing and the manufacture and sale of metal compacts used in the aluminium industry in the form of alloy additions.

Service revenue is comprised of testing and production in research and development projects across commercial customers and government agencies. The Company’s service-based contracts typically involve utilising the UniMelt[®] technology, a proprietary, production-scale microwave plasma system, representing a significant advancement in material processing for additive manufacturing used in the production and processing of advanced materials. The service revenue also includes fee-based service charges for processing suppliers’ titanium swarf in our Alloy business. Overall, service-based contracts are not a major focus or growth driver of the business.

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4. FINANCIAL INFORMATION CONTINUED

Both product and service revenue is recognised when the Company’s customers obtain control of the promised goods or services in accordance with ASC 606. As such, the Company assesses the contract for (1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, the performance obligations are satisfied. For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation or standalone selling price using our best estimate of the standalone selling price of each distinct product or service.

Table 4.11 below sets out the Company’s Pro Forma Historical revenue for FY23, FY24, HY24, HY25 by type by region and segment.

table 4.11: Pro Forma Historical revenue for FY23, FY24, HY24, HY25 by type by region and segment

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----- Start of picture text -----

Pro ForMA HIstorIcAL
us$’000 Notes FY23 FY24 HY24 HY25
----- End of picture text -----

Domestic
Product	16,573	15,805	8,109	5,143
Service	4,043	399	369	597
total Domestic	20,616	16,204	8,478	5,740
International
Product	1,713	2,179	1,218	1,926
total International	1,713	2,179	1,218	1,926
total revenue	22,329	18,383	9,696	7,666
Powder
Product	9,514	11,586	5,583	4,667
Service	4,043	371	369	446
total Powder	13,557	11,958	5,952	5,112
Alloy
Product	8,772	6,398	3,744	2,402
Service	–	28	-	152
total Alloy	8,772	6,425	3,744	2,554
total revenue	22,329	18,383	9,696	7,666

Service revenue generated 18%, 2%, 4% and 8% of total revenue in FY23, FY24, HY24 and HY25, respectively. The decrease in service revenue from FY23 to FY24 is primarily due to the completion of our research and development contracts with domestic government agencies that were completed in early 2024. In 2025, a new project started with a domestic government agency, such that we expect our service revenue to increase.

Product revenue generated 82%, 98%, 96% and 92% of total revenue in FY23, FY24, HY24 and HY25, respectively. Powder product revenue increased by 22% from FY23 to FY24 due to organic growth from increased titanium sales. Powder product revenue decreased by 16% from 1H24 to 1H25 due to limited low cost in-house processing capacity.

Alloy product revenue decreased 27% from FY23 to FY24, and 36% from 1H24 to 1H25, primarily due to weaker titanium pricing due to excess Chinese capacity and softer demand in end-market aluminium applications.

The Directors expect continued product and service revenue growth from increased capacity in our nickel metals as we acquired an asset which will allow us to in-house low-cost feedstock production. Our alloy service revenue will increase due to service fees for processing suppliers’ swarf.

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6K Additive, Inc. | Prospectus

4.7.2 Cost of Revenue and Gross Profit

The Company’s cost of revenue primarily consists of the costs of materials and associated freight, shipping and handling costs, direct labor, contractor and other personal costs, overhead, depreciation and other direct costs. In addition, our cost of sales does not include any incremental costs such as sales commissions or deferred contract costs.

The primary drivers of our cost of revenue are dependent on the market prices and demand of materials and the associated costs of shipping and handling these materials. The Company’s sales and demand of our products and services factor into the cost of personal and other direct costs year over year.

Table 4.12 below sets a breakdown of Pro Forma Historical cost of revenue.

table 4.12: Pro Forma Historical cost of revenue

Pro ForMA HIstorIcAL us$’000	Notes	FY23	FY24	HY24	HY25
cost of revenue
Powder		(13,285)	(13,823)	(6,970)	(6,422)
Alloy		(8,258)	(7,168)	(3,739)	(2,726)
total cost of revenue		(21,543)	(20,991)	(10,709)	(9,148)

Cost of revenue decreased by $0.6 million and $1.6 million from FY23 to FY24 and from HY24 to HY25, respectively. The decrease in both FY24 and HY25 for Alloy was driven by volumes due to softer demand in end-market aluminium applications, FY24 was partially offset by increased volumes in our Powder business particularly in titanium products, while HY25 Powder volumes decreased due to raw material availability.

Table 4.13 below sets out a breakdown of Pro Forma Historical gross profit.

table 4.13: Pro Forma Historical gross profit

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Pro ForMA HIstorIcAL
us$’000 Notes FY23 FY24 HY24 HY25
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Gross Profit
Powder	272	(1,866)	(1,018)	(1,310)
Alloy	514	(742)	5	(172)
totalgross profit	786	(2,608)	(1,014)	(1,482)
totalgross profit margin	3.5%	-14.2%	-10.5%	-19.3%

The Company’s gross profit (loss) continues to remain negative due to the need of outsourcing material processing, as the lack of in-house capabilities increased costs relative to revenue and the expansion of our products and services to continue to grow the business. The gross profit (loss) decreased in FY24 as the Company made significant investments in the UniMelt[®] system and atomizer, as well as experienced lower market pricing in the Alloy business. Additionally, the gross profit (loss) decreased in HY25 due to incremental start-up costs of the atomizer.

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4. FINANCIAL INFORMATION CONTINUED

4.7.3 Operating expenses

Table 4.14 below sets out a breakdown of Pro Forma Historical operating expenses and Pro Forma Historical operating expenses as a % of revenue.

table 4.14: Pro Forma Historical operating expenses

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Pro ForMA HIstorIcAL
us$’000 FY23 FY24 HY24 HY25
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operating expenses
Selling, general and administrative	(12,264)	(10,939)	(5,968)	(4,613)
Research and development	(4,382)	(3,403)	(1,838)	(989)
Total operating expenses	(16,646)	(14,341)	(7,806)	(5,602)
Operating expenses as a % of revenue	-74.5%	-78.0%	-80.5%	-73.1%

• selling, general and administrative

– This category predominately consists of salaries, wages and other ancillary employee costs related to staff engaged in promoting and marketing the Company’s brand and services offered, general administrative, customer support and other back-office functions. These include members of the management team who sit outside of product development. This category also includes rent, office expenses and other administrative facility expenses. The decrease over the period was driven by a decrease in the headcount of staff engaged in these functions.

• research and development

– This category predominantly consists of salaries and, wages related to staff engaged in research and development, primarily in the engineering function. It also includes additional employee costs associated with the training, benefits, insurance and travel of staff employed in this function. The decrease in research and development costs over the period was driven by a decrease in the headcount of staff engaged in these functions.

4.7.4 Capital expenditure

Table 4.15 below sets out Pro Forma Historical capital expenditure.

table 4.15: Pro Forma Historical capital expenditure

Pro ForMA HIstorIcAL us$’000	FY23	FY24	HY24	HY25
capital expenditures
Purchases of propertyand equipment	(1,284)	(3,771)	(2,122)	(34)
total capital expenditures	(1,284)	(3,771)	(2,122)	(34)

The Company’s costs associated with capital expenditures primarily relate to the costs capitalised for the purchase of property and equipment. Grants obtained from DPA Title III are recorded as a reduction of property and equipment and thereby a future reduction of depreciation expense. In FY24, the Company experienced higher capital expenditures related to the purchases of property and equipment as the Company invested in the UniMelt[®] system. These costs have decreased in HY25 as no significant purchases have occurred.

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4.7.5 Operating cash flows

Table 4.16 sets out Pro Forma Historical operating cash flows:

table 4.16: Pro Forma Historical operating cash flows

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Pro ForMA HIstorIcAL
us$’000 FY23 FY24 HY24 HY25
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operating cash flows
Net loss	(15,971)	(16,772)	(8,734)	(6,962)
Other non-cash items	9,101	7,934	4,314	2,764
Change in working capital	(4,260)	3,857	3,625	92
Net cash used in operatingactivities	(11,129)	(4,981)	(796)	(4,107)

Over the period, the Company has invested heavily in its research and development and overall product, and as a result, have yet to generate positive operating cash flow. The Directors believe this investment is warranted and has resulted in increased qualification and product offerings, which the Company expects to monetise in the future.

Below are the key cash flow categories with an explanation of general movements from FY23 to HY25:

• other non-cash items

• This category relates to movements in non-cash items such as the amortization of property and equipment costs capitalised and interest expense. The movement in the Company’s amortization of property and equipment is relatively flat year-over-year and dependent on the increase or decrease in property or equipment purchased.

• changes in working capital

• This category relates to movements in operating assets such as accounts receivable, inventory and prepaid expenses, as well as movements in operating liabilities such as accounts payable and lease liabilities.

4.8 DIVIDEND POLICY

Since incorporation, the Company has never declared or paid any cash dividends on its capital stock.

The payment of dividends by the Company is at the complete discretion of the Directors. Given the stage of development of 6KA, the Directors have no current intention to declare and pay a dividend.

In determining whether to declare future dividends, the Directors will have regard to 6KA’s earnings, overall financial condition and capital requirements. There is no certainty that the Company will ever declare and pay a dividend.

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4. FINANCIAL INFORMATION CONTINUED

4.9 RECONCILIATION BETWEEN U.S. GAAP AND IFRS

The Pro Forma Historical Information contained in this Prospectus has been derived from the Reported Historical Financial Information which has been prepared in accordance with U.S. GAAP, which is different from IFRS. 6KA will only be required to lodge U.S. GAAP financials with ASIC as a foreign company in the future and the ASX has confirmed that the Company may solely report in U.S. GAAP once listed on the ASX (and the audit of those financial reports will be conducted in accordance with U.S. auditing standards) (See Section 9.13 for further detail). Financial information of 6KA will not be prepared under IFRS.

6KA has reviewed the differences between U.S. GAAP and IFRS as manifested in the Company’s Reported Historical Financial Information. They identified the following material differences to potential investors under the Offer.

4.9.1 Costs of the offer

The Company has incurred various costs related to the Offer and listing on the ASX. Under U.S. GAAP, costs incurred in issuing stock and listing on the ASX are classified as a reduction of equity. Under IFRS, only those costs directly attributable to raising new equity can be offset against equity. Expenses relating to the listing of existing equity are required to be expensed and costs relating to both existing and new equity are split between equity and expenses based on the proportion of existing and new equity post the Offer. Therefore, if 6KA had prepared the Pro Forma Historical Statement of Financial Position as of 30 June 2025 in accordance with IFRS, approximately US$2.33 million of the estimated US$4.58 million cash offer costs would be treated as an expense through the statement of operations rather than an offset against stockholder’s equity. Furthermore, if the Company had prepared the Reported Historical Statement of Financial Position as of 30 June 2025 in accordance with IFRS, approximately US$0.82 million of prepaid expense would be expensed, resulting in a decrease in net assets of US$0.82 million.

4.9.2 Property and equipment, net

The Company has capitalised various costs related to property and equipment, net. Under IFSR, if an item of property and equipment comprises individual components for which different depreciation methods or rates are appropriate, then each component is depreciated separately. Under U.S. GAAP, component accounting is permitted but not required. The Company’s policy is to recognise depreciation over the useful life of the property and equipment unit of account, which is sometimes at a higher level than the individual components. Therefore, if 6KA had prepared the Pro Forma Historical Statement of Financial Position as of 31 December 2024 in accordance with AIFRS, approximately US$0.6 million less depreciation would have been recorded in its statement of operations, resulting in an increase in net assets of US$0.6 million.

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5. RISK FACTORS

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5. RISK FACTORS

5.1 INTRODUCTION

Investing in CDIs involves risks. This Section 5 describes potential risks associated with the Company’s business and the industry and markets in which the Company operates as well risks associated with an investment in CDIs. The Company is subject to a number of risks both specific to its business activities and of a general nature, which may, either individually or in combination, adversely impact the Company’s future operating and financial performance and financial condition, as well as the value of the CDIs. This Section 5 does not purport to list every risk faced by the Company now or in the future. Many of these risks, or the consequences of such risks, are outside the control of the Company. If one or more of these risks eventuates, then the future operating and financial performance of the Company and the value of an investment in CDIs may be adversely affected.

The selection of risks outlined in this Section 5 is based on an assessment of the probability of the risk occurring and the impact of the risk on the Company should the risk materialise. This assessment is based on the knowledge of the Company as at the Prospectus Date. There is no guarantee or assurance that the importance of the risks will not change or other risks that may adversely impact the Company will not emerge.

Before making a decision on whether to apply for any CDIs, you are urged to carefully consider the risks described in this Section 5 and whether the CDIs are a suitable investment for you having regard to your investment objectives, financial circumstances and taxation position.

Prospective investors should read the whole of this Prospectus, including each of the risks below, and consult with their professional advisers for legal, business, financial or tax advice in order to fully appreciate such matters and the manner in which we intend to operate before any decision is made to apply for CDIs.

5.2 COMPANY SPECIFIC RISK FACTORS

5.2.1 Intellectual Property and Licensing Risk

The Company’s core process technology required to manufacture and commercialise metal powders (including the UniMelt[®] microwave plasma technology) is owned by 6K Inc., its current major stockholder, and is governed by an exclusive global royalty-free licence from 6K Inc. (Licensed IP). There is a risk that the Company’s reliance on the Licensed IP may constrain its operational flexibility and strategic growth.

Any expansion to the scope of the Licensed IP to cover new products requires negotiation and mutual agreement, with no obligation on either party to proceed. The licence may be terminated for uncured material breach or insolvency, and may be converted by 6K Inc. to a non-exclusive licence in circumstances of breach by the Company.

Any disruption to the licence agreement, whether through breach, insolvency, assignment, or legal challenge, to the agreement or the underlying intellectual property could materially affect the Company’s ability to maintain existing operations. The Company may also incur substantial costs in negotiating amendments, asserting its rights, or securing alternative technologies to mitigate any potential loss of access, all of which may adversely affect the Company’s future prospects.

5.2.2 Sourcing risks

The Company’s ability to source and develop scrap metal, machine turnings, and other feedstock is fundamental to its success as a producer of metal powders and alloy solutions.

External factors, including disruptive technologies, competing demand, environmental issues, and logistical challenges such as transportation, weather and labour disruptions, may adversely affect the availability, quality, or cost of feedstock. Any material disruption to sourcing arrangements could adversely affect the Company’s ability to maintain production, respond to market opportunities, or achieve its strategic objectives, all with a likely consequential negative impact on revenues and profitability.

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5.2.3 Environmental risks

The Company’s operations are subject to a framework of environmental laws and regulations. There is a risk that changes in regulatory requirements, enforcement practices, or judicial interpretation may result in delays, increased costs, or operational constraints.

In particular, changes to environmental legislation or heightened enforcement activity could give rise to additional obligations, including more stringent disposal or emission obligations.

The Company may be required to allocate significant resources to address these obligations on the Company, and any failure to comply could result in penalties, remediation costs, or reputational harm. As a consequence, the Company’s financial position may be adversely affected.

5.2.4 Operational risks

The Company’s production of metal powders and alloy solutions is critically dependent on the reliable operation of specialised equipment and supporting infrastructure. Planned and unplanned maintenance outages, unexpected equipment failures, and external disruptions, such as fires, energy supply interruptions, or other similarly disruptive events, pose a risk to production continuity. Downtime can occur with limited warning and may require significant time and resources to resolve.

Any material interruption to production has the potential to adversely affect the Company’s revenues, profitability, and overall financial position.

5.2.5 Key customer relationships

The Company’s financial performance is closely tied to the strength and stability of its key customer relationships. There is a risk that the loss or financial instability of a major customer could have a material impact on the Company’s revenues and profitability.

If a significant customer experiences insolvency, delays major projects, or otherwise reduces demand, the Company may be exposed to unrecoverable debts, lower sales volumes, and diminished cash flow. Such events could adversely affect the Company’s financial position, cash flow and constrain its ability to invest in future growth opportunities.

5.2.6 Competition

The Company operates in a dynamic sector characterised by ongoing technological innovation. There is a risk that competitors may develop or adopt alternative technologies, whether incremental improvements or disruptive new processes, that erode the Company’s competitive position.

If rival solutions match or surpass the capabilities of the Company’s intellectual property, trade secrets, know-how and operational processes, the Company may face downward pricing pressure, reduced market share, or the need for substantial investment in research and development to maintain its competitive advantages. Failure to do so, could adversely affect the Company’s revenue, margins, financial position and long-term prospects.

5.2.7 Price fluctuations and raw material cost

The Company’s profitability is inherently exposed to volatility in global metal prices, particularly for key inputs such as titanium and nickel, which are subject to cyclical fluctuations and market dynamics.

Rising costs for scrap and feedstock, if not matched by corresponding increases in powder sales prices, may compress margins and adversely affect financial performance. In addition, competitive pressure from international suppliers may further constrain the Company’s ability to pass on cost increases or maintain pricing discipline with resulting negative impact on revenues and profits.

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5. RISK FACTORS CONTINUED

5.2.8 Regulatory and Compliance Risk

The Company has many customers who operate in highly regulated sectors, including aerospace, defence, and medical, where compliance with stringent regulatory standards is essential for market access and product approval. The regulatory landscape in these industries can be characterised by frequent updates to technical requirements, certification protocols, and quality management systems. Failure to obtain or maintain necessary certifications, may restrict the Company’s ability to supply products to key customers or enter new markets.

Moreover, delays in achieving compliance or responding to changes in regulatory expectations can result in lost commercial opportunities. The Company’s financial performance and future prospects may be adversely affected if it is unable to anticipate and adapt to regulatory developments, maintain robust compliance frameworks, or demonstrate ongoing conformity with industry standards.

5.2.9 ESG and climate related risk

The Company is subject to evolving expectations around environmental, social, and governance (esG) matters, including increasing regulation and disclosure requirements related to climate change.

Failure to comply with emerging ESG frameworks or to provide transparent climate-related disclosures may result in reputational harm, restricted market access, or increased scrutiny from regulators and investors.

In addition, the Company faces both physical and transitional climate risks. Physical risks, such as extreme weather events, may disrupt operations or supply chains, while transitional risks arising from shifts in policy, technology, or market preferences may require additional investment or adaptation of product offerings. The Company’s long-term viability and competitive position will depend on its capacity to anticipate and respond to these risks, invest in sustainable practices, and maintain robust ESG compliance.

5.2.10 U.S. company

As a US-incorporated entity, the Company is governed by a legal and regulatory framework that differs materially from that applicable to Australian companies. These differences extend to governance structures, disclosure standards, and shareholder rights, and may result in operational practices or decision-making processes that diverge from the expectations of Australian investors. The Company’s conduct and approach to compliance, risk management, and corporate governance may reflect U.S. law and market practice, which may influence outcomes in ways that are unfamiliar or unexpected for stakeholders accustomed to Australian norms. As a result, there is a risk that the Company’s operations and decision making vary from that of an Australian equivalent company and in a way that investors may not anticipate.

The Company’s operations are located in the United States and its supply chain and the substantial majority of its customers are also located in the United States. The economic and political climate in the United States is different to that in Australia and may vary in a manner which is different to Australia. As a result, there is a risk that the Company’s operations and financial results will vary from that of an Australian equivalent company and in a way that investors may not anticipate.

5.2.11 Operational Scale up Risks

The Company’s ability to deliver on its plans, including the staged expansion of the Burgettstown plant from 4 to 10 UniMelt[®] reactors and the consolidation of more remote facilities into Burgettstown (see Sections 3.6 and 3.7), is dependent on the performance of its end-to-end operations, spanning feedstock preparation, powder production, and post-processing. This expansion will require a significant increase in operational intensity, staffing, and process integration, with new equipment installations and the migration of activities from its remote sites to the central site.

To date, the Company has not operated at these levels of intensity, and there remains inherent uncertainty regarding its capacity to consistently meet volume, cost, and quality benchmarks as operations scale up. Achieving and sustaining these operational standards is critical to supporting growth, fulfilling customer commitments, and maintaining competitiveness in the market.

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There is a risk that the scale-up and consolidation process may result in operational bottlenecks, staffing shortfalls, or delays in commissioning new reactors and integrating remote operations. Any interruption or delay in the implementation of the expansion plan, may adversely affect the timing and effectiveness of the Company’s growth strategy. Any underperformance across these operational stages may materially compromise the Company’s expansion strategy. Failure to operate at required levels could result in missed commercial opportunities, delayed market entry, or reputational harm, ultimately impacting financial performance and the Company’s ability to realise its long-term objectives.

5.2.12 Dependence on Key Personnel

The Company’s relies on a lean, highly experienced management and operations team. The unexpected loss or unavailability of key personnel could materially impact the Company’s ability to execute its plans with resulting negative impact on revenues and profits until suitable replacements are found.

5.2.13 Need to raise future additional capital

The Company’s continued expansion plans will require additional capital which may exceed the ability of its operations to generate sufficient free cash flow to fund that planned growth internally. As a result, the Company may need to raise further funds through debt or equity financing. There is no guarantee that such capital will be available when needed, or that it can be secured on terms reasonably acceptable to the Company. Market conditions, investor sentiment, and the Company’s financial performance may all influence the availability and cost of future funding, and any inability to raise adequate capital could constrain the Company’s ability to execute its strategic objectives and deliver planned growth with a consequent negative impact on its future prospects.

5.2.14 Employee Safety and Health

The Company’s operations involve inherent workplace safety risks associated with high temperatures, heavy loads, metal powder handling, and the use of mobile equipment. In particular, the production, storage and processing of metal powders, including titanium, nickel superalloys and refractory metals, entails the handling of materials that are highly flammable, reactive, or otherwise unstable under certain conditions. The inherent nature of these powders means that even minor deviations from established safety protocols (for example, in powder containment, ventilation, or static control) can result in fire, explosion, or hazardous releases.

As the Company expands production and increases operational intensity, the complexity and scale of safety risks may also grow. The Company’s risk profile is further heightened by the scale-up of operations and the introduction of new processes and equipment, which may introduce unfamiliar hazards or increase the likelihood of incidents if not managed appropriately.

Any lapse in safety standards or failure to enforce best practices could result in workplace injuries, regulatory investigations, operational downtime, and legal claims, with potential adverse financial and reputational consequences.

5.2.15 Research contracts with U.S. Government counterparties

The Company is party to two significant government research contracts, the DPA Title III Grant and the SBIR Contract described further at section 9.11 of the Prospectus. These agreements support the development and commercialisation of advanced manufacturing technologies and critical materials, but impose complex obligations regarding intellectual property, data rights, and compliance. Under both contracts, the U.S. Government retains broad rights to inventions and technical data developed during the funded projects, including paid-up licenses and march-in rights, and may impose restrictions on technology transfer, export controls, and asset use.

Any dispute over ownership, use, or disposition of intellectual property arising from these government collaborations could materially affect the Company’s ability to protect, commercialise, or control key technologies with potential adverse consequences to the Company’s financial position and future prospects. It may also harm the Company’s ability to win similar grants or enter into similar agreements with U.S. government agencies, with consequent adverse impact on its revenues and prospects.

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5. RISK FACTORS CONTINUED

5.2.16 Customer Contracts and Revenue

The Company engages with a significant proportion of its customers under purchase orders or blanket orders, rather than long-term, binding supply agreements. While this approach provides commercial flexibility and aligns with prevailing industry practice, it exposes the Company to the risk that customers may reduce, delay, or cancel orders with limited notice and without contractual penalty. As a result, future revenues are not contractually secured beyond the current order cycle, and revenue is inherently more uncertain and subject to greater variability.

The absence of long-term contracts means that the Company’s planning relies on assumptions regarding customer reordering patterns, market demand, and the renewal or extension of existing orders. Any material deviation from these assumptions, such as a key customer electing not to place further orders, could have a significant adverse impact on the Company’s financial performance and prospects.

5.2.17 Industry cycles

The Company operates primarily as a producer of advanced metal powders and alloy solutions, servicing the defence, aerospace, energy, biomedical and printer OEMs sectors. Activity levels in these industries are inherently variable and subject to external influences, including fluctuations in global supply and demand, government policy, exchange rate movements, and the competitive positioning of the Company’s operations. As a result, the Company’s financial performance and prospects are inherently tied to the industry cycles of its customers.

5.2.18 Majority stockholder

Following Listing, 6K Inc. will hold approximately 60% of the issued capital of the Company. Accordingly, 6K Inc. will be in a position to determine or significantly influence any action requiring approval of stockholders, including the election of the Company’s directors, the adoption of amendments to the Company’s certificate of incorporation and bylaws, and the approval of any merger, consolidation, other major corporate transactions. 6K Inc. may have interests that differ from investors and other stockholders and may vote in a way with which other stockholders disagree and which may be averse to other stockholders’ interests. This concentration of control may have the effect of delaying, preventing or deterring a change in control of the Company, could deprive stockholders of an opportunity to receive a premium for their CDIs as part of a sale of the Company, may reduce the liquidity of trading in CDIs and might ultimately adversely affect the market price of the CDIs.

5.3 GENERAL RISK FACTORS

5.3.1 Risk of dilution

We may issue more CDIs/Stock in future in order to fund acquisitions, investments or to reduce any debt. Any such equity raisings may dilute the interests of CDI holders/stockholders.

5.3.2 Liquidity

There is currently no public market through which the CDIs of the Company may be sold. Following Listing, there can be no guarantee that an active market will develop or that the price of the CDIs will increase.

There may be relatively few potential buyers or sellers of the CDIs on the ASX at any time. This may increase the volatility of the market price of the CDIs and may prevent investors from acquiring more CDIs or disposing of CDIs. It may also adversely affect the prevailing market price at which the CDI holders are able to sell their CDIs. This may result in CDI holders receiving a market price for their CDIs that is less or more than the price that CDI holders paid.

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5.3.3 Inability to pay dividends or make other distributions

The Company’s ability to pay dividends or make other distributions in the future is contingent on its profits and certain other factors, including the capital and operational expenditure requirements of the business. Therefore, there is no assurance that dividends will be paid and as a result, the prevailing market price of CDIs may reflect that inability to pay dividends.

5.3.4 Litigation

The Company may face legal claims or disputes arising from its operations or acquisitions, including issues related to contracts, property damage and personal liability. Additionally, defects in materials or products supplied by the Company could lead to claims from purchasers or third parties, potentially impacting its financial performance if such claims are upheld.

5.3.5 Cybersecurity Threats

The Company may be exposed to the risk of cyber-attacks on its financial operation and data systems. Such attacks may involve a denial of services, corruption of data, exposure of private data in breach of regulations and/or requests for payment of moneys. Whilst the Company considers that it has appropriate data security mitigations in place, no guarantee that such mitigating measures will be sufficient to prevent a successful attack can be given potentially impacting its financial performance if such attacks are successful.

5.3.6 Taxation

The acquisition and disposal of the Company’s Stock will have tax consequences, which will differ depending on the individual financial affairs of each investor.

Further, changes in tax law, or changes in the way taxation laws are interpreted, may adversely impact the tax liabilities of the Company or the tax treatment of an investor’s investment.

5.3.7 International trade restrictions

The Company is exposed to risks from trade actions and barriers, including the imposition or fluctuation of tariffs, which may be introduced or adjusted by countries where it sells or plans to sell its products. Such changes can limit market access, increase costs, and adversely affect the Company’s competitiveness and profitability.

5.3.8 Foreign exchange risk

The Company’s business activities, assets, and revenues are primarily denominated in USD, while CDIs are quoted and traded in AUD on ASX. Movements in the AUD/USD exchange rate may affect the AUD value of your investment and any distributions received, independent of the Company’s operational performance. This risk is outside the Company’s control.

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6. KEY PEOPLE, INTERESTS AND BENEFITS

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6. KEY PEOPLE, INTERESTS AND BENEFITS

6.1 BOARD OF DIRECTORS

The Directors bring to the Board relevant experience and skills, including sector and business knowledge, financial management and corporate governance experience.

Profiles of each member of the Board are set out below.

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DIRECTOR POSITION, EXPERIENCE, QUALIFICATIONS AND EXPERTISE
David Seldin
Non-Executive Director and Chair
David Seldin commenced serving as a Non-Executive Director and Chair at 6KA
in September 2025.
David is a professional investor and advisor with more than thirty-five years of transactional
and management experience.
David co-founded Anzu Partners and developed the firm’s focus on deep engagement
with portfolio companies. David co-led the acquisition of Axsun Technologies from Royal
Philips NV in October 2015 and led the successful sale of Axsun to Excelitas Technologies
in 2019 which provided a net 8.3X return to investors.
Earlier in his career, David led the effort to win an NFL expansion football team for
Jacksonville, Florida and served as the President of the Jacksonville Jaguars NFL franchise
through its four-year start-up period, culminating in the Jaguars competing in the AFC
Championship Game in 1997.
From 1997 through 2014, David served as President of Catalyst, Inc., a boutique advisory
and investment firm serving privately held business and ultra-high net worth families.
In that capacity, Mr. Seldin led more than 100 material transactions with total values in
excess of $10 billion and more than 30 financing transactions with proceeds in excess
of $3 billion.
David received a BS in Economics, summa cum laude, from the Wharton School of the
University of Pennsylvania, and an MBA from the University of Chicago.
David is a director with Anzu portfolio companies Nirrin, TeraPore, Zeteo, BioFlyte,
BioSkryb, NTx, GelSight, XGS and 6K Inc., the largest shareholder of 6KA. David is also
a Trustee of Zoo Tampa at Lowry Park.
Frank Roberts
Managing Director/Chief Executive Officer
Frank Roberts is the Managing Director/Chief Executive Officer of the Company, having
joined the Company in 2019 following its acquisition of AL Solutions, where he previously
served as CEO.
With over 25 years of experience in specialty metals, manufacturing, engineering, and
application, Frank has played a pivotal role in the development and construction of
advanced manufacturing facilities, including the Company’s Global Manufacturing
Centre in Burgettstown, Pennsylvania.
His leadership has been instrumental in driving innovation and growth in sustainable
powder production for aerospace, defence, and energy sectors.
Frank holds a Bachelor of Science in Metallurgical Engineering from Penn State University.
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6. KEY PEOPLE, INTERESTS AND BENEFITS

CONTINUED

DIRECTOR

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POSITION, EXPERIENCE, QUALIFICATIONS AND EXPERTISE

Jeffery Green

Non-Executive Director

Jeffery Green commenced serving as a Non-Executive Director at 6KA in September 2025. Jeffery is the Founder and President of J.A. Green & Company, established in 2007, and brings over thirty years of experience in government relations, business development, and strategic planning for the U.S. industrial base. The firm represents marquee defence companies including RTX, SpaceX, Palantir, and ShieldAI and maintains a heavy emphasis on supply chain and critical materials. He has held senior roles in the Department of Defense and on Capitol Hill, including Staff Director to the House Armed Services Subcommittee on Readiness and Counsel to the full committee’s policy staff, overseeing acquisition policy, industrial base issues, and a $156 billion operations budget. In 2024, he became Managing Director of the general partner of the National Resilience Fund, an investment fund focused on the intersection of data, energy, defense, industrials and geopolitics. His career also includes service as Legislative Director for the Coalition Provisional Authority Office of Legislative Affairs, and he is a retired Colonel in the United States Air Force Reserve.

Jeffery holds a Bachelor of Science from Cornell University, Masters of Law in Government Procurement from George Washington University, and a Juris Doctor from the University of Miami, and is admitted to practice law in the District of Columbia, Florida, and New Jersey.

James Walker

Non-Executive Director

James Walker commenced serving as a Non-Executive Director at 6KA in September 2025 and is Chair of the Audit Committee.

James is an accomplished investor, director, and advisor with over twenty-five years’ experience leading and commercialising technology-driven businesses. As Founding Partner of Scalare Partners, he has guided high-growth companies through funding, strategic leadership, and successful exits, with a strong commitment to diversity and board development. His executive and board roles span sectors including resources, cleantech, fintech, and education.

James currently holds directorships as Non-Executive Chair of Native Mineral Resources (ASX:NMR) and BluGlass Limited (ASX: BLG), and is an executive director at Scalare Partners (ASX: SCP), and has previously served as a non-executive director of Digital Wine Ventures (ASX:DW8) as well as a range of other private entities.

James holds a Bachelor of Commerce (Accountancy) from the University of New South Wales, is a Fellow of Chartered Accountants Australia and New Zealand, and a Graduate of the Australian Institute of Company Directors.

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DIRECTOR

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POSITION, EXPERIENCE, QUALIFICATIONS AND EXPERTISE

Magnus René

Non-Executive Director

Magnus René commenced serving as a Non-Executive Director at 6KA in September 2025. Magnus is an accomplished executive and board director with more than thirty years’ experience leading technology-driven businesses across Europe and the United States. Mr René served as President and CEO of Arcam AB from 2001 to 2018, where he was instrumental in establishing the company as a pioneer in electron beam melting technology for additive manufacturing, particularly in orthopaedics and industrial applications. Magnus has subsequently held senior leadership roles at Ovzon AB, including CEO and Chairman of the Board, guiding the company’s growth in advanced satellite communications.

Magnus’ board and advisory experience spans a range of sectors, including medical technology, agri-tech, and advanced manufacturing. He is currently Chairman of the Board at Elos Medtech and AMT PostPro, and serves as a board member or strategic advisor to BoMill, Quintus Technologies, 6K, and Inkbit. He is also a Fellow of the Royal Swedish Academy of Engineering Sciences and a board member of the Swedish-American Chamber of Commerce New England.

Magnus holds a Master of Science in Electrical Engineering from Chalmers University of Technology, has completed executive management studies at the International Institute for Management Development, and studied Business Administration at the Stockholm School of Economics.

Dr Grant Lukey

Non-Executive Director

Grant Lukey commenced serving as a Non-Executive Director at 6KA in September 2025.

Grant is an accomplished executive and director with over twenty-five years’ experience leading and transforming businesses across the chemical, energy, and advanced materials sectors. He has served as Chief Executive Officer and Managing Director of Coogee Chemicals since 2015 and prior to joining Coogee, he was General Manager of Siloxo Pty Ltd, a company connected with Fletcher Building Limited, where he oversaw the development and licensing of innovative ‘green’ concrete technologies. His executive and board roles span industry bodies and listed entities, with a focus on safety, operational excellence, industry advocacy, and sustainable growth.

Grant currently serves as an Officer of the National Executive of the Australian Industry Group, Non-Executive Director of Orbital Corporation Ltd (ASX:OEC), Board Member and Deputy Chair of Chemistry Australia, and he sits on the Advisory Board to the Chemical College, Engineers Australia. He has previously served as Board Member and Vice President of the Kwinana Industries Council, and was an invited member to Western Australia’s Ministerial Taskforce for Future Battery & Critical Minerals Industries.

Grant holds a Bachelor’s Degree in Chemical Engineering and a Ph.D. focussed on Minerals Processing and Ion Exchange Separations from the University of Melbourne, a Graduate Diploma in Law from Monash University, and is a graduate of the Advanced Management Program (AMP) and Owner/President Management (OPM) Program at Harvard Business School, as well as the Australian Institute of Company Directors (MAICD).

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6. KEY PEOPLE, INTERESTS AND BENEFITS

CONTINUED

Each Director has confirmed that they anticipate they will have sufficient time to fulfil their responsibilities as a Director.

Each Non-Executive Director has advised the Company that they hold current positions with other organisations (described above). However, no Director believes that any other commitment will interfere with their availability to perform their duties as a Director.

6.2 MANAGEMENT

The Company has an experienced management team with substantial experience in the Company business and the metal powder and alloys industry.

Management is led by Managing Director/Chief Executive Officer, Frank Roberts.

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POSITION, EXPERIENCE, QUALIFICATIONS AND EXPERTISE

Frank Roberts

Managing Director/Chief Executive Officer

See Section 6.1.

Jonathan Wolak

Chief Financial Officer and Co-Company Secretary

Jonathan Wolak is the Chief Financial Officer at 6K Additive and commenced with the Company in August 2023.

Jonathan has 20 years of finance leadership experience across three manufacturing organisations, where he previously held business unit CFO roles over the $2 billion Architectural business unit and $600 million packaging business unit at PPG Industries for 16 years. Jonathan was also at Ford Motor Company for four years.

Jonathan graduated from the University of Pittsburgh with a BS degree in Material Science and Engineering, and also holds a MBA degree from the Katz School of Business at the University of Pittsburgh.

Sally McDow

Co-Company Secretary

The Company has engaged Automic to provide co-company secretary services and Automic has assigned Sally McDow to the Company. Sally has over 20 years’ experience as a company secretary managing a portfolio of ASX listed and private companies across multiple sectors.

Sally was admitted as a solicitor in QLD, has an MBA, is a graduate of the Chartered Secretaries Institute and a Graduate member of the Australian Institute of Company Directors Course.

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6.3 INTERESTS AND BENEFITS

This Section 6.3 sets out the nature and extent of the interests and fees of certain persons involved in the Offer. Other than as set out below or elsewhere in this Prospectus, no:

• Director or proposed Director;

• person named in this Prospectus and who has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

• promoter of the Company; or

• financial services licensee named in this Prospectus as a financial services licensee involved in the Offer,

holds as at the Prospectus Date, or has held in the two years before the Prospectus Date, an interest in:

• the formation or promotion of the Company;

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; or

• the Offer,

and no amount (whether in cash, securities or otherwise) has been paid or agreed to be paid, nor has any benefit been given or agreed to be given, to any such person for services in connection with the formation or promotion of the Company or the Offer or to any Director or proposed Director to induce them to become, or qualify as, a Director or proposed Director.

6.3.1 Director’s interests and remuneration

6.3.1.1 Non-Executive Director remuneration

Directors are to be paid or provided remuneration for services provided to the Company on terms decided by the Board. Annual fees currently agreed to be paid by the Company to its Non-Executive Directors are set out in the table below.

table 6.1: Annual Director fees

DIrector	ANNuAL DIrector’s Fees
David Seldin	A$0
Jeffery Green	A$80,000
James Walker	A$80,000
Grant Luke	A$80,000
Magnus René	A$80,000

Note: Figures listed above are inclusive of all statutory superannuation contributions that the Company will pay where required by law.

In addition, the Directors (including David Seldin) will each receive the amounts below for serving as chair and as a participant on a Company committee:

table 6.2: committee participation fees

roLe		ANNuAL Fees
Committee Chair	A$10,000	per committee
Committee Participation	A$10,000	per committee

Directors are entitled to participate in the Company’s New Incentive Plan (further details of which are set out in Section 6.3.3) with the approval of Shareholders as required by the Listing Rules (as applicable).

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CONTINUED

As noted, the Board currently comprises five Non-Executive Directors and one executive Director. The Company has entered into an employment contract with Frank Roberts to govern his employment with the Company for his position as CEO. Refer to Section 6.3.2.5 for further details.

Under the Bylaws, the Stockholders have the authority to fix the total amount of compensation that will be paid to the Directors for their service. The Board is then responsible for allocating this total amount among the Directors and determining the form of compensation, which may include a fixed sum for attendance at meetings or a stated salary as Director. The Directors may also be reimbursed for expenses incurred in attending meetings or performing their duties.

Consistent with the requirements of the Listing Rules and the Bylaws, the aggregate amount paid to all Non-Executive Directors for their services as Directors in any financial year must not exceed A$500,000.

6.3.2 Director’s appointment letters

Each of the Non-Executive Directors has entered into an appointment letter with the Company, confirming the terms of their appointment, their roles and responsibilities.

The letter sets out confidentiality obligations, prohibiting the director from using or disclosing confidential information except as required for the performance of board duties, and from improperly using or disclosing proprietary information of other entities. While there is no express non-compete clause, the letter acknowledges that disclosure or use of confidential information in competition with the Company would cause irreparable harm, and provides for injunctive relief in the event of breach.

Non-Executive Directors may resign at any time. They will also cease to be a Director if they are not re-elected at the relevant annual general meeting of the Company, or if any of the disqualifying events prescribed in the Certificate of Incorporation, Bylaws or as prescribed by law occur.

6.3.2.1 Other information about Directors’ interests and benefits

Directors may be paid for travel and other expenses incurred in attending to the Company’s affairs, including attending and returning from meetings of the Board or committees of the Board or Company Stockholders meetings. Any Director who devotes special attention to the business of the Company or who performs services which, in the opinion of the Board, are outside the scope of ordinary duties of a Director, may be remunerated for the services (as determined by the Board) out of the funds of the Company.

There is no retirement benefit scheme for Directors, other than applicable statutory superannuation contributions as noted.

6.3.2.2 Director Indemnity Agreements

The Company has entered into indemnification agreements with each Director. Under the indemnification agreements, the Company is required to indemnify each Director to the fullest extent permitted under Delaware law against liabilities, expenses, judgments, penalties, fines, and settlement amounts that may arise by reason of their service as a director or officer of the Company, or at the Company’s request, as a director, officer, employee, or agent of another entity. The agreements also require the Company to advance expenses incurred by Directors in connection with any proceeding as to which they could be indemnified, subject to an undertaking to repay such advances if it is ultimately determined that indemnification is not permitted.

The indemnification agreements further require the Company to use commercially reasonable efforts to purchase and maintain directors’ and officers’ liability insurance to cover liabilities asserted against, or incurred by, Directors in their capacity as such. The rights of indemnification and advancement under these agreements are in addition to any rights provided under the Company’s Certificate of Incorporation, Bylaws, or applicable law, and are intended to provide the maximum protection permitted by law.

At present, there is no pending litigation or proceeding involving a Director or officer for which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for indemnification.

The Company maintains insurance policies that indemnify the Company’s Directors and officers against various liabilities that might be incurred by any Director or officer in his or her capacity as such.

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6.3.2.3 Directors’ interests in Company securities

The tables below set out the direct and indirect interests of the Directors in the securities of the Company as at the Prospectus Date and following completion of the Offer, including the fully diluted percentage holdings these interests represent at Listing.

table 6.3: Director interests in company securities as at the Prospectus Date

DIrector1	DIrector INterests As At ProsPectus DAte stocK oPtIoNs HoLDING % (uNDILuteD)	DIrector INterests As At ProsPectus DAte stocK oPtIoNs HoLDING % (uNDILuteD)	DIrector INterests As At ProsPectus DAte stocK oPtIoNs HoLDING % (uNDILuteD)
David Seldin1	152,284,524	0	72.5
Frank Roberts	1,896,589	8,650,0002	0.90
Jeffery Green	0	32,2423	0
James Walker	0	32,2423	0
Grant Lukey	0	32,2423	0
Magnus René	0	32,2423	0

Notes:

1. David Seldin is a managing partner of Anzu Partners LLC (Anzu), and a holder of interests in Anzu, an investor in and, beneficiary of, certain funds affiliated with Anzu, as well as a director of 6K Inc. David, as an Anzu managing partner, has control over the power to vote or dispose of securities held by Anzu and its affiliated funds. Anzu and those affiliated funds hold ~34% of the current issued capital of 6K Inc, and therefore David has a relevant interest in the securities in the Company held by 6K Inc.

2. Frank Roberts’ Options have been granted under the New Incentive Plan and are subject to completion of the Offer and are currently unvested. The exercise price is the Offer Price and the vesting schedule is set out in 6.3.2.5.

3. The Directors’ Options (other than those of Frank Roberts) have been granted under the New Incentive Plan and are subject to completion of the Offer and are currently unvested. The exercise price is the Offer Price and the Options will vest monthly in equal portions over 36 months and will start vesting from completion of the Offer.

The above table does not take into account any CDIs the Directors (and their associated entities) may acquire under the Offer or additional shares to be issued to 6K Inc as described in Section 9.4.

The following Directors have provided commitments to participate in the Offer and invest as follows:

• Magnus René to the value of A$200,000

• Jeffery Green to the value of A$100,000

• Grant Lukey to the value of A$50,000

• James Walker to the value of A$50,000

The exercise of any Options issued to Directors as set out in Table 6.3 will result in a dilution to CDI Holders and Stockholders (as applicable).

Final Stock or CDIs held directly or indirectly by the Directors (and their associated entities) will be notified to ASX following Listing.

6.3.2.4 Executive remuneration

The employment arrangements for senior management of the Company are set out below.

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CONTINUED

6.3.2.5 Frank Roberts (Managing Director/Chief Executive Officer)

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ITEM DESCRIPTION
Fixed annual remuneration US$400,000 per annum
Incentives Eligible for annual performance bonuses up to 50% of base salary at Board
discretion, subject to performance metrics.
Subject to completion of the Offer, Mr Roberts has been granted Options
under the New Incentive Plan to purchase 8,650,000 Stock at A$1.00 per
Stock, vesting 50% monthly over 36 months and 50% in equal tranches
based on the Company’s CDIs achieving 60 day VWAP milestones of
A$2.00, A$3.00, and A$3.50.
other benefits Participation in all employee benefit plans (medical, dental, vision, life,
disability), four weeks’ annual vacation, and reimbursement of reasonable
business expenses.
Notice period, termination Either party may terminate with 30 days’ written notice. On termination by
and termination payments the Company without cause or by Mr Roberts for “Good Reason”, being if the
Company fails to pay salary, materially breaches the agreement, requires
relocation beyond the agreed area, or makes a material adverse change
to duties or reporting lines, and does not remedy the issue after written
notice), Mr Roberts shall receive 12 months’ base salary as severance, plus
accrued salary and benefits. Termination for cause or voluntary resignation
(other than for Good Reason) entitles Mr Roberts only to accrued salary
and benefits.
Non-solicitation/restrictions Non-compete applies for 12-18 months post-termination (duration varies
of future activities by reason for termination as set out in the agreement). Non-solicitation
of employees and customers applies for 24 months post-termination.
Confidentiality, non-disparagement, and intellectual property assignment
obligations also apply.
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6.3.2.6 Jonathan Wolak (Chief Financial Officer and Co-Company Secretary)

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ITEM DESCRIPTION
Fixed annual remuneration US$325,000 per annum
Incentives Eligible for annual performance bonuses up to 40% of base salary at Board
discretion, subject to performance metrics.
Subject to completion of the Offer, Mr Wolak has been granted Options
under the New Incentive Plan to purchase 2,842,500 Stock at A$1.00 per
Stock, vesting 50% monthly over 30 months and 50% in equal tranches
based on the Company’s CDIs achieving 60 day VWAP milestones of
A$2.00, A$3.00, and A$3.50.
395,097 Options to acquire Stock at USD0.41 per Stock that were granted
under the Existing Plan in October 2023 fully vested on execution of
the agreement.
other benefits Participation in all employee benefit plans (medical, dental, vision, life,
disability), four weeks’ annual vacation, and reimbursement of reasonable
business expenses.
Notice period, termination Either party may terminate with 30 days’ written notice. On termination
and termination payments by the Company without cause or by the Mr Wolak for “Good Reason”,
being if the Company fails to pay salary, materially breaches the agreement,
requires relocation beyond the agreed area, or makes a material adverse
change to duties or reporting lines, and does not remedy the issue after
written notice), Mr Wolak shall receive 12 months’ base salary as severance,
plus accrued salary and benefits. Termination for cause or voluntary
resignation (other than for Good Reason) entitles Mr Wolak only to accrued
salary and benefits.
Non-solicitation/restrictions Non-compete applies for 12-18 months post-termination (duration varies
of future activities by reason for termination as set out in the agreement). Non-solicitation
of employees and customers applies for 24 months post-termination.
Confidentiality, non-disparagement, and intellectual property assignment
obligations also apply.
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6.3.3 Employee and Director equity plans

The Company has adopted the New Incentive Plan which will become effective upon and contingent on the Listing. The New Incentive Plan provides the framework under which individual grants of equity or equity-based incentive awards (Incentive securities) may be made to Directors and employees of the Company (including members of the Management team). The New Incentive Plan has been designed to allow the Board to grant Incentive Securities to attract and retain employees, and to align the interests of its Directors and employees with those of the Company.

Each Director is eligible to participate in the New Incentive Plan and details of grants of Incentive Securities issued to the Directors under the New Incentive Plan will be published in each annual report of the Company relating to the period in which the Incentive Securities have been issued.

Under the New Incentive Plan new Option grants have been made, subject to completion of the Offer, to:

• Frank Roberts and Jonathan Wolak, in addition to their existing entitlements as set out in Section 6.3.2.5; and

• each of the Non-Executive Directors as set out in Section 6.3.2.3.

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CONTINUED

A further 3,126,750 Options have also be granted to certain other employees of the Company subject to completion of the Offer. These Options will vest in equal monthly instalments over thirty-six months commencing from completion of the Offer and are exercisable at the Offer Price. The exercise of any of the Options issued under the New Incentive Plan will result in a dilution to CDI Holders and Stockholders (as applicable).

The key terms of the New Incentive Plan are set out in Table 6.5 below.

table 6.5: Key terms of the New Incentive Plan

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TERM DESCRIPTION
types of Awards Under the New Incentive Plan, the Board or its designated committee (Plan committee)
may grant a broad range of equity-based awards, including:
• options: Both Nonqualified Stock Options and Incentive Stock Options, which entitle
the holder to purchase shares at a specified price.
• restricted stock: Shares subject to vesting and other restrictions.
• restricted stock units (rsus): Bookkeeping entries representing the right to receive
shares or cash, subject to vesting.
• Deferred stock units: RSUs with settlement deferred beyond vesting, consistent with
tax requirements.
• unrestricted stock: Shares granted free of restrictions, which may be issued for service
or other valid consideration.
• other equity-Based Awards: Awards denominated or payable in, or otherwise based
on, shares, including performance-based awards,
(collectively, Awards)
Awards may be granted as performance incentives, with vesting, value, or payment
contingent on achievement of performance goals set by the Plan Committee. Awards
may be granted alone, in addition to, in tandem with, or in substitution for other awards
or compensation arrangements.
Administration The New Incentive Plan is administered by the Board or a Plan Committee appointed by
the Board, composed of at least two independent, Non-Employee Directors. The Committee
has full and final authority to manage all aspects of the New Incentive Plan.
All actions and determinations by the Committee are final, binding, and conclusive.
The Board may also exercise any or all powers related to administration and
implementation of the New Incentive Plan.
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TERM DESCRIPTION
stock reserve The maximum number of Stock reserved for issuance under the New Incentive Plan
and Limits is the sum of:
• A fixed number of Stock specified at adoption, being 20 million.
• Stock available for future awards under the Existing Plan as of the effective date.
• Stock subject to outstanding awards under the Existing Plan that subsequently expire,
are forfeited, cancelled, or settled in cash.
Stock underlying Awards that are forfeited, expire, or are settled in cash become
available for re-issuance under the New Incentive Plan. Stock tendered or withheld for
exercise price or tax withholding do not increase the Stock reserve. The share reserve
may be used for any type of Award, and all reserved Stock are available for options
under the New Incentive Plan. Adjustments may be made for mergers, reorganisations,
or similar transactions.
eligibility Awards under the New Incentive Plan may be granted to any employee, Director,
or consultant of the Company or its affiliates, as determined by the Plan Committee.
Awards may also be granted to eligible individuals outside the United States, with terms
modified to comply with local law.
Key terms Under the New Incentive Plan, the Plan Committee is empowered to grant options to
of options eligible participants, subject to terms that ensure alignment with market standards and
regulatory requirements. The exercise price for each option is set at no less than the fair
market value of the Company’s Stock on the date of grant. For participants who hold
more than 10% of the Company’s voting stock, the exercise price for Incentive Stock
Options is required to be at least 110% of the fair market value at the time of grant.
The duration of each Option is determined by the Plan Committee and specified in the
relevant Award Agreement. Generally, Options will expire no later than the day before
the tenth anniversary of the grant date. However, for substantial stockholders, the maximum
term is reduced to five years, unless the Plan Committee determines otherwise.
Vesting and exercisability are governed by the Plan Committee and set out in the
Award Agreement.
Options are, as a general rule, non-transferable. Exceptions exist for transfers by
will or the laws of descent and distribution, and, in the case of nonqualified Options,
certain family transfers as expressly approved by the Plan Committee. Any permitted
transfer must comply with the terms and conditions set forth in the New Incentive
Plan and the Award Agreement.
To exercise an Option, the holder must deliver written notice to the Company or its
designee and pay the exercise price in full, together with any applicable taxes. The New
Incentive Plan permits various methods of payment, including broker-assisted cashless
exercise, as specified in the Award Agreement.
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CONTINUED

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TERM DESCRIPTION
restricted stock Awards of Restricted Stock and RSUs may be granted under the New Incentive Plan
and rsus for consideration or for no consideration, which may include past or future service to
the Company or its affiliates. The Plan Committee has broad discretion to impose such
restrictions and vesting conditions as it considers appropriate, including service-based
or performance-based criteria, all of which are detailed in the relevant Award Agreement.
Holders of Restricted Stock enjoy voting rights and the right to receive dividends,
subject always to the vesting schedule and any restrictions imposed by the Plan Committee.
By contrast, holders of RSUs do not acquire shareholder rights until the underlying shares
are delivered upon vesting and settlement.
If a participant’s service with the Company terminates, any unvested Restricted Stock
or RSUs are immediately forfeited, unless the Award Agreement provides otherwise.
Upon forfeiture, the participant loses all rights to the Award and any associated shares.
Performance- The New Incentive Plan authorises the Plan Committee to grant Awards that are subject
Based Awards to the achievement of specified performance conditions, which may be measured over
a period of up to ten years. The value and/or number of Stock ultimately delivered to
the participant is contingent upon the level of achievement of the performance goals
set by the Plan Committee.
Settlement of performance-based Awards may take the form of cash, shares, other Awards,
or any combination as determined by the Plan Committee and specified in the
Award Agreement.
change in control On a Change in Control (as defined in the New Incentive Plan), the Plan Committee may:
and corporate
• Accelerate vesting of Awards.
transactions
• Provide for assumption, continuation, or substitution of Awards by a successor entity.
• Cancel Awards in exchange for cash, stock, or other property.
• Adjust Awards to reflect the transaction.
If Awards are assumed and the participant is terminated without cause within 24 months
post-transaction, Awards vest in full and may be exercised or settled within specified
periods. The Plan Committee may also provide for alternative treatment of Awards in
connection with other corporate transactions.
Amendment The New Incentive Plan may be amended, suspended, or terminated by the Plan Committee
and termination at any time, subject to Stockholder approval for certain changes (e.g., repricing of Options,
reduction of exercise price). No amendment or termination may materially and adversely
affect outstanding Awards without participant consent, unless required by law.
The New Incentive Plan will terminate on the tenth anniversary of its effective date,
unless terminated earlier.
Disclosure and Details of Awards granted to Directors under the New Incentive Plan will be disclosed in
reporting the Company’s annual report for the relevant period and granted in accordance with the
Listing Rules and Corporations Act. The New Incentive Plan does not confer any right to
continued employment or service, nor does it restrict the Company’s ability to adopt
other incentive arrangements. Awards are subject to mandatory repayment (“clawback”)
under Company policy and applicable law.
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6.3.4 Existing equity incentive plan

The Company established an equity incentive plan in November 2019 and which was amended and restated in October 2025 on conversion of the Company (existing Plan) which permitted the grant of options to acquire Stock and the direct award of Stock to eligible participants. Under the Existing Plan, the Board has broad authority to determine the terms of grants, including the number of shares or options, vesting schedules, and any additional conditions. The maximum number of Stock that may be issued under the Existing Plan is 2,327,851, of which 1,185,296 have been issued under the Existing Plan as set out in Table 6.6 below.

Options issued under the Existing Plan were issued under an option agreement that sets out the specific terms of each option grant, including the number of Options, exercise price, vesting schedule, and procedures for exercise. Options granted under the Existing Plan are granted with an exercise price not less than the fair market value of the Stock at the time of grant. Options typically vest over a period determined by the Board, with standard vesting schedules including monthly or annual increments, subject to continued service.

The Existing Plan has been superseded by the adoption of the New Equity Incentive Plan by the Company although the terms of the Existing Plan continue to apply to awards already granted under the Existing Plan.

table 6.6: options issued under the existing Plan

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DescrIPtIoN VesteD uNVesteD totAL
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Options ex US$ 0.20 (expiring 2 May 2031)	165,944	nil	165,944
Options ex US$ 0.20 (expiring 13 December 2031)	31,609	nil	31,608
Options ex US$ 0.20 (expiring 31 March 2032)	506,219	86,427	592,646
Options ex US$ 0.41 (expiring 23 October 2033)	395,097	nil	395,097
total options	1,098,869	86,427	1,185,296

The exercise of any of the Options held as set out in Table 6.6 will result in a dilution to CDI Holders and Stockholders (as applicable).

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CONTINUED

6.3.5 Interests of advisers

The Company has engaged the following professional advisers in relation to the Offer. These amounts, and other expenses of the Offer, will be paid by the Company out of funds raised under the Offer or available cash. Further information on the use of proceeds and payment of expenses of the Offer is set out in Section 7.1.2.

table 6.7: Interests of advisers

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ADVISER INTEREST
Bell Potter Fees payable to the Joint Lead Manager under the terms of their engagement as described
Joint Lead in Section 9.7.
Manager
Morgans Fees payable to the Joint Lead Manager under the terms of their engagement as
Joint Lead described in Section 9.7.
Manager
New electric Fees (certain of which will be satisfied by the issue of CDIs) payable for services in
Partners connection with the Offer under the terms of their engagement as described in
Financial Adviser Section 9.11 and may receive additional payments from the Joint Lead Managers as
described in Section 9.7.1.
tribeca capital Fees (certain of which will be satisfied by the issue of CDIs) payable for services
Financial Adviser in connection with the Offer under the terms of their engagement as described
in Section 9.11 and may receive additional payments from the Joint Lead Managers
as described in Section 9.7.1.
Lander & rogers The Company has paid, or agreed to pay, approximately A$325,000 (excluding
Australian legal disbursements and GST) for Australian legal services in connection with the Offer
counsel up until the Prospectus Date. Further amounts may be paid to Lander & Rogers in
accordance with its normal time-based charges.
Wiggin and The Company has paid, or agreed to pay, approximately A$225,000 (excluding
Dana LLP disbursements and taxes) for U.S. legal services in connection with the Offer up
U.S. legal counsel until the Prospectus Date. Further amounts may be paid to Wiggin and Dana LLP
to the Company in accordance with its normal time-based charges
rsM Australia The Company has paid, or agreed to pay, approximately A$190,000 (excluding
Investigating disbursements and GST) to act as Investigating Accountant up until the Prospectus
Accountant Date. Further amounts may be paid to RSM Australia in accordance with its normal
time-based charges.
rsM u.s. The Company has paid, or agreed to pay, approximately US$1.1m (excluding
Auditor disbursements and taxes) for audit services up until the Prospectus Date. Further
amounts may be paid to RSM U.S. in accordance with its normal time-based charges
eY The Company has paid, or agreed to pay, approximately A$320,000 (excluding
Tax adviser disbursements and GST) for tax services in connection with the Offer up until the
Prospectus Date. Further amounts may be paid to EY in accordance with its normal
time-based charges.
Additive The Company has paid, or agreed to pay, approximately US$7,950 (excluding disbursements
Manufacturing and GST) for the industry overview prepared by Additive Manufacturing Research in
research connection with the Offer.
Industry Consultant
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6.4 RELATED PARTY AGREEMENTS

There are no related party arrangements in place other than:

• the director arrangements otherwise described in this Section 6;

• IP Licence Agreement with 6K Inc. described in Section 9.11.1;

• Supply Agreement with 6K Inc. described in Section 9.11.2; and

• A Transitional Services Agreement with 6K Inc. which sets out the terms under which 6K Inc. will provide certain support and operational services to the Company for 12 months following Listing, to ensure continuity of key business functions during the transition to standalone operations.

The Directors are of the view that the terms of these agreements are not more favourable to 6K Inc. than would reasonably be expected in an arm’s length transaction.

The Company does not own the underlying intellectual property in the UniMelt[®] technology or equipment and is reliant on the continued enforceability of these agreements and compliance by 6K Inc. with its obligations. Summaries of the risks associated with the Company’s arrangement with 6K Inc. set out in Section 5.

6.5 CORPORATE GOVERNANCE

6.5.1 Overview

This Section 6.5 explains how the Board oversees the management of the Company’s business. The Board is responsible for the overall governance of the Company and for overseeing the management of its business operations. This includes setting the Company’s strategic direction, approving its annual business plan and budget, and monitoring its financial and operational performance against agreed objectives.

In discharging its responsibilities, the Board seeks to ensure that the Company is managed in a manner that protects and enhances securityholder interests. The Board has adopted a corporate governance framework that includes internal controls, risk management systems, charters and policies that are tailored to the Company’s scale, complexity and risk profile while acknowledging that it is a U.S. incorporated entity intending to be listed on ASX.

The Board is committed to fostering a culture of accountability and performance. It regularly reviews the Company’s strategic priorities and risk settings, and monitors the performance of senior management against key performance indicators. The Board also oversees compliance with legal and regulatory obligations and ensures that the Company maintains high standards of corporate conduct.

This framework is reviewed periodically to ensure it remains fit for purpose and aligned with evolving governance standards and stakeholder expectations, while maintaining flexibility to adapt to the Company’s evolving business needs and regulatory environment.

6.5.2 ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations

In preparation for Listing, the Company has considered the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (AsX recommendations), which aim to promote investor confidence and assist listed entities in meeting stakeholder expectations.

The ASX Recommendations are not mandatory and apply on an “if not, why not” basis. Under the Listing Rules, the Company will be required to release an ASX Appendix 4G and a corporate governance statement annually to the ASX and on the Company’s website disclosing the extent to which it has followed the ASX Recommendations in the relevant reporting period. Where the Company does not follow a particular ASX Recommendation, it must identify the ASX Recommendation, explain the reasons for its departure, and disclose any alternative governance practices it adopted during that period.

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6. KEY PEOPLE, INTERESTS AND BENEFITS

CONTINUED

Except as set out below, the Company does not anticipate that the Company will depart from the ASX Recommendations expect that the Chairperson will not be an independent director. However, in the future the Company may depart from the ASX Recommendations where it would be reasonable and in the best interests of the Company to do so.

The departures from the ASX Recommendations are as follows:

• recommendation 1.5 (Diversity Policy): Recommendation 1.5 of the ASX Recommendations states that a listed entity should have and disclose a diversity policy, set measurable objectives for achieving gender diversity, and report on progress.

• reason for departure: The Company does not currently have a formal diversity and inclusion policy. As the Company is headquartered in the United States of America, certain legal and regulatory considerations apply. In particular, the U.S. Equal Employment Opportunity Commission has issued guidance warning corporations that the adoption of diversity, equity, and inclusion policies may, in some circumstances, constitute unlawful discrimination in the workplace. In light of this regulatory environment, and to ensure compliance with applicable U.S. law, the Board has determined not to adopt a formal diversity and inclusion policy at this time. The Company will continue to monitor developments in this area and will review its position should the legal or regulatory landscape change.

• recommendations 2.1 and 8.1 (Nomination and remuneration committee chair Independence): Recommendations 2.1 and 8.1 state that the remuneration and nomination committees should be chaired by an independent director.

• reason for departure: David Seldin is the chair of Nomination and Remuneration Committee and not considered independent as set out in Section 6.5.3. The appointment of a Mr Seldin as chair of the Nomination and Remuneration Committee reflects a deliberate decision by the Board, having regard to the Chair’s extensive experience with the Company’s operations and personnel, experience that materially exceeds that of any of the independent directors. The Board considers that this experience is critical to ensuring the Committee can operate efficiently and provide robust oversight of nomination and remuneration matters, particularly during the Company’s early growth phase.

• recommendation 2.5 (chair Independence): Recommendation 2.5 of the ASX Recommendations states that the chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

• reason for departure: David Seldin, the Chairperson, is not considered independent due to his role as managing partner of Anzu, and a holder of interests in Anzu, an investor in and, beneficiary of, certain funds affiliated with Anzu, as well as a director of 6K Inc. David, as an Anzu managing partner, has control over the power to vote or dispose of securities held by Anzu and its affiliated funds. Anzu and those affiliated funds hold ~34% of the current issued capital of 6K Inc, and therefore David has a relevant interest in the securities in the Company held by 6K Inc. The Directors consider that Mr Seldin’s extensive experience as a professional investor and advisor, including more than thirty-five years of transactional and management expertise, provides significant benefit to the Company. Mr Seldin has demonstrated a strong track record in guiding companies through periods of growth and transition, including post-listing environments, and brings deep sector knowledge and strategic insight to the Directors. The Directors believe that Mr Seldin’s skills and experience are particularly valuable as the Company navigates its post-listing phase and seeks to deliver long-term value to members.

The Company has published on its website (www.6kadditive.com) its key corporate governance policies and practices, including the charters of the Board and its various committees.

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6.5.3 Board composition

The current Directors are set out in Section 6.1 along with their expertise, experience and qualifications.

The Board has assessed the independence of each Director in accordance with the criteria set out in the Board Charter, which reflects the definition of independence under the ASX Recommendations. The Board considers a Director to be independent where the Director is free of any interest, position or relationship that could, or could reasonably be perceived to, materially interfere with the exercise of independent judgment and the Director’s ability to act in the best interests of the Company as a whole.

The Board reviews the independence of each Director on a case-by-case basis, having regard to interests disclosed to the Board and applying guidelines of materiality adopted for this purpose.

The Board has determined that James Walker, Jeffery Green, Grant Lukey, and Magnus René are free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement and each of them is able to fulfil the role of independent, Non-Executive Director.

The Board does not consider Mr David Seldin to be independent due to his role as managing partner of Anzu, and a holder of interests in Anzu, an investor in and, beneficiary of, certain funds affiliated with Anzu, as well as a director of 6K Inc. Frank Roberts is currently considered by the Board not to be independent given he is employed as CEO of the Company.

6.5.4 Board Charter

The Board has adopted a Board Charter to outline the manner in which its powers and responsibilities will be exercised and discharged, having regard to principles of good corporate governance and applicable laws.

The Charter sets out the Board’s specific responsibilities. The role of the Board includes:

• defining the Company’s purpose and setting strategic objectives in consultation with management;

• overseeing and appraising the Company’s performance, including financial and human resources, to ensure alignment with strategic goals;

• approving and monitoring capital management, major expenditure, acquisitions and divestments;

• reviewing and ratifying internal compliance and control systems, risk management frameworks and legal compliance;

• approving and monitoring material financial and other reporting, including disclosures to shareholders, ASX and other stakeholders;

• setting performance criteria for senior executives and evaluating their performance;

• evaluating the performance of the Board, its Committees and the Chairperson; and

• monitoring the Company’s adherence to its governance framework and ethical standards.

While the Board retains ultimate responsibility for strategy and oversight, it delegates day-to-day operations to the CEO, who is accountable for implementing strategic objectives, plans and budgets approved by the Board. The Board also delegates specific matters to Board Committees, including the Audit and Risk Committee and the Nomination and Remuneration Committee, each governed by a formal charter.

The Board reviews its composition, performance and the appointment of new Directors periodically, with input from the Nomination and Remuneration Committee and external advisers where appropriate.

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6. KEY PEOPLE, INTERESTS AND BENEFITS

CONTINUED

6.5.5 Board Committees

To support the effective discharge of its responsibilities, the Board may establish standing or ad hoc committees as it considers appropriate. The Board has established the Audit and Risk Committee and the Nomination and Remuneration Committee as standing committees. Each committee operates under a formal charter approved by the Board, which sets out its composition, responsibilities and administrative procedures.

The Board may establish additional committees from time to time, having regard to the Company’s strategic priorities, governance requirements and the skills and experience of individual Directors. Membership of each committee is determined by the Board and is intended to comprise a majority of Non-Executive Directors, with each committee chaired by a Non-Executive Director.

The Board reviews the performance and effectiveness of each committee annually, in consultation with the relevant Chair. All Non-Executive Directors are entitled to attend committee meetings where no conflict of interest exists.

6.5.5.1 Audit and Risk Committee

The Audit and Risk Committee has been established to assist the Board in fulfilling its oversight responsibilities in relation to financial reporting, audit processes, risk management, internal controls, and compliance with legal and regulatory obligations.

The Audit and Risk Committee’s responsibilities include:

• overseeing the integrity of the Company’s financial reporting and accounting policies;

• reviewing and approving external audit plans and assessing the performance, independence and rotation of the external auditor;

• monitoring the adequacy and effectiveness of internal controls and risk management systems, including the Company’s insurance program and crisis management framework;

• reviewing related party transactions and compliance with the Company’s Code of Conduct;

• overseeing the Company’s sustainability policies and performance, including occupational health and safety, environmental impact, and stakeholder engagement;

• reviewing the Company’s risk profile and recommending changes to the risk management framework or risk appetite as appropriate;

• ensuring appropriate whistleblower protections and monitoring material non-compliance with laws and regulations; and

• reviewing and recommending to the Board the sign-off of financial reports, including written certifications from the CEO and CFO.

The Committee has unrestricted access to management, auditors and relevant information, and may seek independent advice as required. It meets quarterly and reports to the Board following each meeting.

The Committee comprises of three Non-Executive Directors. The Board has appointed James Walker, David Seldin, and Magnus René, and has designated James Walker, an independent Non-Executive Director, to serve as Chair.

All Non-Executive Directors have standing access to Committee papers and meetings, subject to conflicts.

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6.5.5.2 Nomination and Remuneration Committee

The role of the Nomination and Remuneration Committee is to oversee Board composition, executive remuneration, succession planning, and organisational culture. The Committee supports the Board in fulfilling its governance responsibilities and ensures alignment with the Company’s strategic objectives and stakeholder expectations.

The Committee:

• reviews and recommends the appointment, re-election and removal of Directors, assessing independence, performance, time commitment and strategic alignment;

• oversees succession planning for the Board, CEO and senior executives, identifying and evaluating internal and external candidates;

• reviews and recommends employment and remuneration arrangements for the CEO and, on the CEO’s recommendation, for other senior executives;

• administers short- and long-term incentive plans, including equity-based schemes, and ensures alignment with performance objectives and shareholder interests;

• monitors the Company’s remuneration framework to ensure competitiveness, equity and freedom from inappropriate bias, and tracks market trends;

• oversees organisational change, employee engagement, and cultural initiatives to ensure alignment with the Company’s purpose and values;

• evaluates the performance of the Board, its committees and individual Directors, and recommends induction and professional development programs; and

• monitors governance developments and recommends enhancements to the Company’s governance framework, including committee charters and the corporate governance statement.

The Committee meets quarterly, reports to the Board after each meeting, and retains authority to seek independent advice and access management and external advisers as required.

The Committee comprises of three Non-Executive Directors. The Board has appointed David Seldin, Jeffery Green and Grant Lukey, as members of the Committee, and has designated David Seldin to serve as Chair.

6.6 CORPORATE GOVERNANCE POLICIES

The Board has adopted the following corporate governance policies, each of which has been prepared having regard to the ASX Recommendations. Copies of the Company’s corporate governance policies are available on its website at www.6kadditive.com.

6.6.1 Disclosure policy

Upon Listing, the Company will comply with its continuous disclosure obligations under the Listing Rules and the Corporations Act. The Board has adopted a Continuous Disclosure Policy to reinforce this commitment and to establish a framework for identifying, assessing and disclosing material information to the market.

The Company will promptly notify ASX of any information it becomes aware of that a reasonable person would expect to have a material effect on the price or value of its securities, unless an exception under the Listing Rules applies. The Company will not release such information to any other party until ASX confirms market release.

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6. KEY PEOPLE, INTERESTS AND BENEFITS

CONTINUED

The Disclosure Policy sets out internal protocols to ensure timely, accurate and balanced disclosure. These include:

• reporting potentially material information to the Board for assessment;

• coordinating announcements through the Company Secretary;

• preparing draft disclosures for developing matters to enable rapid release if confidentiality is lost;

• implementing a Rapid Response Process to escalate urgent disclosures when the Board cannot convene;

• monitoring media, analyst reports and share price movements to detect potential false markets;

• managing trading halts where necessary to maintain orderly and informed trading;

• restricting market communications during blackout periods and ensuring authorised spokespersons do not disclose material information selectively; and

• posting all ASX announcements and relevant materials to the Company’s website following market release.

The Board oversees compliance with the Disclosure Policy and reviews its effectiveness periodically. The Company Secretary manages communications with ASX and maintains records of all disclosures and correspondence.

6.6.2 Communications policy

The Company communicates material developments through ASX announcements, its website, shareholder meetings and investor briefings. The Company Secretary manages ASX disclosures and ensures timely publication online. The Company encourages shareholder participation and provides electronic access to meetings and presentations. It engages with investors through its investor relations program and channels feedback to the Board.

Employees receive regular briefings and can communicate directly with management. Only the Chairperson, CEO, CFO or authorised delegates may speak to the media. The Board reviews and approves the Communications Policy annually.

6.6.3 Securities trading policy

The Board has adopted a Securities Trading Policy that regulates trading by Directors, employees and contractors in securities of the Company and other entities.

Any person who possesses inside information, defined as non-public, price-sensitive information that would likely influence investment decisions, must not trade in securities of the Company or any other entity, regardless of the terms of the Policy or any prior approval granted. The Policy is designed to:

• maintain public confidence in the integrity of the Company, its Directors and employees, and the trading of its securities;

• outline the procedures and restrictions applicable to dealings in Company securities; and

• reinforce compliance with insider trading laws and manage associated risks.

The Policy imposes additional restrictions on Directors, Management and other designated restricted persons. These individuals, and their closely connected persons, are prohibited from trading during specified blackout periods, including:

• from the close of trading at the end of the full financial year until the trading day following an announcement by the Company to ASX of the preliminary final statement or full-year results;

• from the close of trading at the end of the half-year until the trading day following an announcement by the Company to ASX of half-year results;

• from the close of trading 10 business days before the end of each quarter until the trading day following an announcement by the Company to ASX of the release of quarterly results; and

• any other period specified by the Company.

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Outside these periods, Restricted Persons must obtain prior written clearance before dealing in Company securities and must not trade while in possession of inside information.

The Policy also prohibits short-term and speculative trading (defined as trading within six months), short-selling, hedging, and margin lending involving Company securities. Exceptional circumstances may justify trading during blackout periods, subject to written approval and confirmation that no inside information is held.

6.6.4 Code of conduct

The Board has adopted a Code of Conduct that sets expectations for ethical, lawful and professional behaviour across the Company. It applies to all Directors, officers, employees and contractors, and is designed to support a culture of integrity and accountability.

The Code outlines the Company’s approach to legal compliance, conflicts of interest, confidentiality, anti-bribery and corruption, and the responsible use of Company assets and information. It also addresses standards for workplace conduct, including diversity, inclusion, and respectful engagement with colleagues, customers and business partners. Breaches of the Code may result in disciplinary action, including termination or referral to authorities.

The Code is reviewed periodically to ensure it remains aligned with the Company’s values and governance standards.

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7. DETAILS OF THE OFFER

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7. DETAILS OF THE OFFER

7.1 THE OFFER

This Prospectus relates to an initial public offering of 48,000,000 CDIs at the Offer Price of A$1.00 per CDI. The Offer is to raise a minimum of A$48,000,000 (before costs).

See Section 9.7 for further details in respect of underwriting arrangements.

Each CDI issued under this Prospectus represents a beneficial interest in one share of Stock in the Company. All CDIs will rank equally with each other. The CDIs offered under this Prospectus will represent approximately 18% of the Stock on issue at Listing on an undiluted basis and approximately 17% of the Stock on a fully-diluted basis.

The Offer is made on the terms, and is subject to the conditions, set out in this Prospectus and is fully underwritten by the Joint Lead Manager.

No brokerage, commission or stamp duty is payable by Applicants on the acquisition of CDIs under the Offer.

The Company may withdraw the Offer at any time before the issue of CDIs to successful Applicants.

7.1.1 Structure of the Offer

The Offer comprises:

• Broker Firm offer, which is open only to Australian resident investors who are not Institutional Investors and who have received an invitation from their Broker to participate; and

• Institutional offer, which consists of an invitation to bid for CDIs made to Institutional Investors in Australia and a number of other eligible jurisdictions.

Details of the Broker Firm Offer and the allocation policy under it are described in Section 7.3.

Details of the Institutional Offer and the allocation policy under it are described in Section 7.4.

No general public offer of CDIs will be made under the Offer. Members of the public wishing to apply for CDIs under the Offer must do so through a Broker with a firm allocation of CDIs under the Broker Firm Offer.

The allocation of CDIs between the Broker Firm Offer and the Institutional Offer will be determined by the Company and the Joint Lead Managers.

7.1.2 Purpose of the Offer

The purpose of the Offer is to:

• consolidate most of the Company’s existing operations to the Global Manufacturing Headquarters in Burgettstown Pennsylvania

• expand powder production through the installation of four additional UniMelt[®] units in late 2026

• establish a dedicated refractory metals production facility with two additional UniMelt[®] units

• procure Electron Beam Cold Hearth and Vacuum Induction Melting furnaces as part of a new ingot production facility

• expand sales, marketing and customer support capabilities

• strengthen working capital and provide balance sheet resilience

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7. DETAILS OF THE OFFER CONTINUED

7.1.3 Use of proceeds

The proceeds of the Offer, together with the Company’s existing cash reserves as the Prospectus Date, are intended to be applied in accordance with Table 7.1.

table 7.1: sources and uses of Funds

sources oF ProceeDs	(A$ MILLIoN)
Existing cash reserves	5.5
Cash proceeds received by the Company under the Offer	48.0
DPA Title III Grant	22.0
total	75.5
use oF FuNDs	(A$ MILLIoN)
DPA Title III Contribution
•Melt and Power Expansion Buildings	13.0
•Personnel/Engineering/Facilities	6.8
•Equipment – Melt Furnaces	9.2
•Equipment – Powder Feedstock/Other	2.7
subtotal (DPA title III contribution)	31.7
Additional Equipment Purchases (Refractory)	13.0
Additional Building Construction Expenses (Refractory/Consolidation)	10.0
Operating Expenses/Working Capital	17.5
IPO Related Fees	3.3
total	75.5

As the proceeds of the Offer will be received in Australian dollars and the expenditure will be in U.S. dollars, the actual amount of the proceeds used for each of the items above will depend on the AUD:USD exchange rate at the time that the funds are converted to U.S. dollars. It is the Company’s intention to convert all proceeds received under the Offer (after paying AU denominated expenses) promptly to USD and to hold cash and cash equivalents generally in USD.

The use of funds set out in Table 7.1 represents the Company’s current intentions based upon its present plans and business conditions. The amounts and timing of the actual expenditures may vary significantly and will depend upon numerous factors, including the timing and level of sales success from the Company’s product development efforts, operational and development activities, regulatory developments, and market and general economic conditions (refer to Section 5 for further discussion of the potential risks). Considering this, the Board reserves its right to alter the way the funds are applied.

7.1.4 Control implications of the Offer

Following Listing, 6K Inc. is expected to hold approximately 60.2% of the Company’s issued Stock on an undiluted basis. As a result, 6K Inc. will remain the Company’s largest Stockholder and will retain effective control over certain matters requiring Stockholder majority approval under the Listing Rules and DGCL such as the election of Directors, approval of significant corporate transactions, and any future issuance of securities. This level of ownership may limit the ability of other shareholders to influence the outcome of such matters.

While the Offer will introduce new institutional and retail investors, 6K Inc.’s retained interest may affect the liquidity of the CDIs. Details of escrow arrangements applicable to 6K Inc. are set out in Section 9.8.

Any future changes to 6K Inc.’s ownership position may have implications for the Company’s control and governance arrangements.

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7.1.5 Potential effect of the fundraising on the future of the Company

On Listing, the Company expects to have sufficient cash to meet its operational and working capital requirements and stated business objectives, as described in this Prospectus.

7.2 TERMS AND CONDITIONS OF THE OFFER

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TOPIC SUMMARY
What is the CDIs over Stock in the Company. Each CDI represents an interest in one Stock
type of security in the Company.
being offered?
What are the rights There are certain differences between the Stock and fully paid ordinary shares which
and liabilities are typically issued by Australian incorporated public companies. Further, a CDI does
attached to the not operate in exactly the same manner as shares.
security being
A description of the CDIs and the underlying Stock, including the rights and liabilities
offered?
attaching to them, is set out in Sections 9.5 and 9.6.
What is the Successful Applicants under the Offer will pay the Offer Price, being A$1.00 per CDI.
consideration
payable for
each security
being offered?
What is the The key dates, including details of the Offer Period, are set out in the Key Offer
offer Period? Information Section of this Prospectus.
The key dates are indicative only and may change. Unless otherwise indicated, all times are
stated in Melbourne Time.
The Company, in consultation with the Joint Lead Managers, reserve the right to vary
any and all of the dates and times without notice (including, subject to the Listing Rules
and the Corporations Act, to close the Offer early, to extend the date the Offer closes,
or to accept late Applications, either generally or in particular cases, or to cancel or
withdraw the Offer, in each case without notifying any recipient of this Prospectus
or any Applicants).
If the Offer is cancelled or withdrawn before the issue of CDIs, then all Application
Monies will be refunded in full (without interest) as soon as possible in accordance
with the requirements of the Corporations Act.
What are the A$48 million (before costs) is proposed to be raised under the Offer.
cash proceeds
to be raised
under the offer?
Is the offer Yes, the Offer is underwritten by the Joint Lead Managers.
underwritten?
These underwriting arrangements are described more fully in Section 9.7.
The Joint Lead Managers may terminate the underwriting arrangements in certain
circumstances which are set out in Section 9.7.2.
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7. DETAILS OF THE OFFER CONTINUED

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TOPIC SUMMARY
Who are the Joint The Joint Lead Managers are Bell Potter and Morgans.
Lead Managers
of the offer?
What is the The minimum Application under the Broker Firm Offer is A$48 million worth of CDIs.
minimum There is no maximum value of CDIs that may be applied for under the Broker Firm Offer.
and maximum
The Joint Lead Managers and the Company reserve the right to reject any Application
Application size?
or to allocate a lesser number of CDIs than that applied for. In addition, the Joint Lead
Managers and the Company reserve the right to aggregate any Applications that they
believe may be multiple Applications from the same person.
What is the The allocation of CDIs between the Broker Firm Offer and Institutional Offer will
allocation policy? be determined by agreement between the Company and the Joint Lead Managers,
having regard to the allocation policies outlined in Sections 7.3.4 and 7.4.2.
Broker Firm offer: with respect to the Broker Firm Offer, it is a matter for the Brokers
how they allocate CDIs among their retail clients and they (and not the Company or the
Joint Lead Managers) will be responsible for ensuring that eligible retail clients who have
received an allocation from them receive the relevant CDIs. For further information on
the Broker Firm Offer, see Section 7.3.
Institutional offer: the allocation of CDIs among Applicants in the Institutional Offer
will be determined by agreement between the Company and the Joint Lead Managers.
For further information on the Institutional Offer, see Section 7.4.
When will I receive It is expected that initial holding statements will be dispatched to CDI Holders on
confirmation as or about Monday, 8 December 2025.
to whether my
Refunds (without interest) to Applicants who make an Application and receive an
Application has
allocation of CDIs, the aggregate issue price of which is smaller than the amount of
been successful?
the Application Monies, or do not receive an allocation of CDIs, will be made as soon
as practicable after Listing.
Will the cDIs be The Company will apply to ASX within seven days of the Prospectus Date for admission
quoted on AsX? to the Official List and quotation of its CDIs on ASX under the code ‘6KA’.
Listing is conditional on ASX approving the application. If approval is not given within
three months after the application is made (or any longer period permitted by law),
the Company may determine to either extend the Offer as permitted by law or withdraw
the Offer and all Application Monies received will be refunded (without interest) as soon
as practicable in accordance with the requirements of the Corporations Act.
When are the It is expected that trading of the CDIs on ASX will commence on a normal settlement
cDIs expected basis on or about Thursday, 4 December 2025.
to commence
It is the responsibility of each Applicant to confirm their holding before trading in CDIs.
trading?
Applicants who sell CDIs before they receive an initial holding statement do so at their
own risk.
The Company and the Joint Lead Managers disclaim all liability, whether in negligence
or otherwise, to persons who sell CDIs before receiving their initial holding statement.
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TOPIC SUMMARY
Are there any No brokerage, commission or stamp duty is payable by Applicants on the subscription
brokerage, for CDIs under the Offer.
commission,
or stamp duty
considerations?
What should If you have any questions in relation to the Offer, contact the Company’s Offer
you do with any Information Line during the Offer Period on 1300 850 505 (toll-free within Australia)
enquiries? or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Melbourne time),
Monday to Friday (excluding public holidays).
If you are unclear in relation to any matter, or you are uncertain as to whether the
Company is a suitable investment for you, you should seek professional guidance from
your solicitor, stockbroker, accountant, or other independent and qualified professional
adviser before deciding whether to invest.
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7.3 BROKER FIRM OFFER

7.3.1 Who can apply?

The Broker Firm Offer is open only to Australian resident investors who are not Institutional Investors and who have received an invitation from their Broker to participate in the Offer under this Prospectus.

If you have received an invitation to participate from your Broker, you will be treated as eligible to become a Broker Firm Offer Applicant under the Broker Firm Offer. You should contact your Broker to determine whether you can receive an invitation from them under the Broker Firm Offer.

7.3.2 How to apply

If you have received an invitation to participate in the Broker Firm Offer from your Broker and wish to apply for CDIs, you should contact your Broker for information on how to complete and lodge your Broker Offer Application Form and for payment instructions. Broker Offer Application Forms must be completed in accordance with the instructions provided by your Broker and as set out on the Broker Offer Application Form.

Applicants under the Broker Firm Offer should contact their Broker to request a copy of the Prospectus and Broker Offer Application Form, or download a copy from the Offer website. Your Broker will act as your agent and is responsible for ensuring that your Broker Offer Application Form and Broker Offer Application Monies are received by the Company before 5.00pm (Melbourne time) on the Closing Date, or any earlier closing date as determined by your Broker. Applicants must not send their Broker Offer Application Forms or payment to the CDI Registry.

By making a Broker Offer Application, you declare that you were given access to the Prospectus (and any supplementary or replacement prospectus), together with a Broker Offer Application Form. The Corporations Act prohibits any person from passing a Broker Offer Application Form to another person unless it is included in, or accompanied by, a copy of the complete and unaltered version of the Prospectus.

There is no minimum Broker Offer Application size under the Broker Firm Offer. There is no maximum value of CDIs that may be applied for under the Broker Firm Offer. However, the Company and the Lead Manager reserve the right to aggregate, reject or scale back any Broker Offer Applications in their absolute discretion. Any funds paid in excess of the aggregate issue price of CDIs allocated will be refunded by your Broker in full (without interest).

The Company and the Lead Manager may determine a person to be eligible to participate in the Broker Firm Offer and may amend or waive the Broker Firm Offer application procedures or requirements at their discretion, in compliance with applicable laws. The Company, the Lead Manager and the CDI Registry take no responsibility for any acts or omissions committed by your Broker in connection with your Broker Offer Application.

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7. DETAILS OF THE OFFER CONTINUED

The Broker Firm Offer opens at 9.00am (Melbourne time) on the Opening Date and is expected to close at 5.00pm (Melbourne time) on the Closing Date. The Company and the Lead Manager may elect to close the Offer or any part of it early, extend the Offer or any part of it, or accept late Broker Offer Applications, either generally or in particular cases. The Offer may be closed at any earlier date and time, without further notice. Your Broker may also impose an earlier closing date.

Applicants are encouraged to submit their Broker Offer Applications as early as possible and should contact their Broker for instructions.

7.3.3 How to pay

Applicants under the Broker Firm Offer must pay their Application Monies in accordance with the instructions received from their Broker.

7.3.4 Broker Firm Offer allocation policy

The basis of allocation of CDIs under the Offer will be determined by the Company and the Lead Manager. CDIs allocated to Brokers for distribution to their retail clients will be issued to the Broker Offer Applicants nominated by those Brokers. The Company and the Lead Manager reserve the right to reject, aggregate, or scale back any Broker Offer Applications at their absolute discretion.

Each Broker is responsible for determining how CDIs are allocated among their retail clients and for ensuring that clients who receive an allocation are issued the relevant CDIs. The Company and the Lead Manager are not responsible for the actions or omissions of Brokers in this regard.

Broker Offer Applicants may confirm their allocation by contacting the Broker from whom they received their allocation. If you sell CDIs before receiving a holding statement, you do so at your own risk, even if you have obtained allocation details from your Broker.

The Company and the Lead Manager may, at their discretion and in compliance with applicable laws, amend or waive the allocation procedures or requirements under the Offer.

7.3.5 Acceptance of applications

A Broker Offer Application is an offer by the Applicant to apply for the number of CDIs specified in the Broker Offer Application Form, at the Offer Price, on the terms and conditions set out in this Prospectus (including any supplementary or replacement prospectus) and the Broker Offer Application Form. At the time of making a Broker Offer Application, the Applicant will not know the precise number of CDIs to be allocated. To the extent permitted by law, a Broker Offer Application is irrevocable.

A Broker Offer Application may be accepted in respect of the full amount, or any lesser amount, without further notice to the Applicant. Acceptance of a Broker Offer Application gives rise to a binding contract on allocation of CDIs to successful Applicants, conditional upon quotation of CDIs on the ASX and Settlement.

The Company and the Lead Manager reserve the right to reject any Broker Offer Application that is not correctly completed, is submitted by a person they believe is ineligible to participate, or to waive or correct any errors made in completing a Broker Offer Application.

Successful Applicants in the Broker Firm Offer will be allotted CDIs at the Offer Price. The number of CDIs allocated will be equal to the value of the Broker Offer Application accepted by the Company divided by the Offer Price (rounded down to the nearest whole CDI). No refunds will be provided solely as a result of rounding.

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7.4 INSTITUTIONAL OFFER

7.4.1 Invitations to apply

The Company and the Joint Lead Managers have invited certain Institutional Investors in Australia and other certain foreign jurisdictions to apply for CDIs in the Institutional Offer by submitting an Institutional Application Form.

7.4.2 Allocation policy under the Institutional Offer

The allocation of CDIs among participants in the Institutional Offer will be determined by the Company and the Joint Lead Managers, who have absolute discretion regarding the basis of allocation among Institutional Investors. There is no assurance that any Institutional Investor will be allocated the number of CDIs for which they have applied for, or any at all.

Participants in the Institutional Offer will be advised of their allocation, if any, by the Joint Lead Managers. The allocation policy is influenced by a range of factors, including:

• the number of CDIs applied for;

• the Company’s desire for an informed and active trading market following Listing;

• the Company’s objective to establish a wide spread of institutional CDI holders;

• the overall level of demand under the Offer;

• the size and type of funds under management of particular applicants;

• the likelihood that applicants will be long-term CDI holders; and

• any other factors that the Company and the Joint Lead Managers consider appropriate.

The Company and the Joint Lead Managers may, at their discretion and in compliance with applicable laws, amend or waive the allocation procedures or requirements under the Institutional Offer.

7.5 ACKNOWLEDGEMENTS

Each Applicant under the Offer will be deemed to have:

• agreed to become a member of the Company and to be bound by the terms of the Certificate of Incorporation and Bylaws and the terms and conditions of the Offer;

• acknowledged having personally received an electronic copy of the Prospectus (and any supplementary or replacement prospectus) including or accompanied by the Application Form and having read them all in full;

• declared that all details and statements in their Application Form are complete and accurate;

• declared that they, if a natural person, are over 18 years of age;

• acknowledged that, once the Company, the CDI Registry or a Broker receives an Application Form (including electronically), it may not be withdrawn;

• applied for the number of CDIs shown on the front of the Application Form;

• agreed to being allocated and issued the number of CDIs applied for (or a lower number allocated in a way described in this Prospectus), or no CDIs at all;

• authorised the Company and the Joint Lead Managers and their respective officers or agents, to do anything on behalf of the Applicant(s) necessary for CDIs to be allocated to the Applicant(s), including to act on instructions received by the CDI Registry upon using the contact details in the Application Form;

• acknowledged that the Company may not pay dividends, and that any dividends paid would not be franked;

• acknowledged that the information contained in this Prospectus (or any supplementary or replacement prospectus) is not financial product advice or a recommendation that CDIs are suitable for the Applicant(s), given the investment objectives, financial situation or particular needs (including financial and tax issues) of the Applicant(s);

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• declared that they are a resident of Australia (except as applicable to the Institutional Offer);

• acknowledged and agreed that the Offer may be withdrawn by the Company or may otherwise not proceed in the circumstances described in this Prospectus; and

• acknowledged and agreed that if Listing does not occur for any reason, the Offer will not proceed.

Each Applicant will be taken to have represented, warranted, and agreed that they:

• understand that the CDIs and the underlying Stock have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States and may not be offered, sold or resold in the United States or to U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and other applicable state securities laws;

• it is either (i) not in the United States or acting for the account or benefit of a U.S. Person or (ii) if in the United States, the Applicant is a Director of the Company and has completed and submitted a U.S. investor certificate available from the Company; and

• have not sent and will not send this Prospectus or any other material relating to the Offer to any person in the United States or elsewhere outside Australia.

7.6 ASX LISTING, REGISTRIES AND HOLDING STATEMENTS

7.6.1 Application to ASX for listing of the Company and quotation of CDIs

The Company has applied to ASX for in-principle advice on its suitability for admission to the Official List under Listing Rule 1.1 condition 1 and Listing Rule 1.19 ahead of lodging its application for admission to ASX as described in Section 9.13.

The Company will apply to ASX within seven days of the Prospectus Date for admission to the Official List and quotation of its CDIs under the code ‘6KA’. The Company is not seeking quotation on any other securities exchange.

Admission to the Official List is at the discretion of ASX and does not imply endorsement of the Company or the merits of the Offer.

If quotation is not granted within three months of the Prospectus Date (or any later date permitted by law), the Company may determine to either extend the Offer as permitted by law, or withdraw the Offer, in which case all Application Monies will be refunded in accordance with the Corporations Act, without interest and as soon as practicable.

Upon Listing, the Company will be subject to the Listing Rules, including any waivers granted from time to time, and will be required to comply with ongoing disclosure and governance obligations applicable to ASX-listed entities.

ASX takes no responsibility for the contents of this Prospectus.

7.6.2 CHESS and issuer sponsored holdings

The Company will apply to participate in ASX’s Clearing House Electronic Subregister System (cHess) and will comply with the Listing Rules and ASX Settlement Operating Rules.

CHESS is an electronic transfer and settlement system for transactions in securities quoted on ASX under which transfers are effected in an electronic form.

When the CDIs become approved financial products (as defined in ASX Settlement Operating Rules), holdings will be registered in one of two sub registers, being an electronic CHESS sub register or an issuer sponsored sub register. For all successful Applicants, the CDIs of a CDI Holder who is a participant in CHESS or a CDI Holder sponsored by a participant in CHESS will be registered on the CHESS sub register. All other CDIs will be registered on the issuer sponsored sub register.

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Following Listing, CDI holders will receive a holding statement confirming the number of CDIs allocated and providing either a Holder Identification Number (HIN) for CHESS holders or a Securityholder Reference Number (srN) for issuer sponsored holders. Subsequent statements will be issued where there is a change in holding or as required under the Listing Rules and the Corporations Act.

Additional statements may be requested at any time via the sponsoring broker or the CDI Registry, and a fee may apply for issuer sponsored statements. Certificates will not be issued.

7.6.3 Trading and selling CDIs on ASX

The Company is incorporated in Delaware. To enable entities such as the Company to have their securities cleared and settled electronically through CHESS, depositary instruments called CDIs are issued. Under the ASX Settlement Operating Rules, CDI Holders receive the economic and other benefits of actual ownership of the underlying Stock.

CDIs are traded in a manner similar to shares of Australian companies listed on ASX. Trading in CDIs, if quotation is granted, will commence as soon as practicable after the issue of holding statements to successful Applicants.

CDIs will be held in uncertificated form and settled/transferred through CHESS. No share certificates will be issued to CDI Holders. Stockholders cannot trade their Stock on ASX without first transmuting their Stock into CDIs.

One CDI represents one underlying Stock. The main difference between holding CDIs and Stock is that CDI Holders hold the beneficial ownership in the Stock instead of legal title. CHESS Depositary Nominees Pty Limited (cDN), a subsidiary of ASX, will hold the legal title to the underlying Stock).

It is the responsibility of each person who trades in CDIs to confirm their holding before trading in CDIs. If CDIs are sold before receiving a holding statement, Successful Applicants do so at their own risk. The Company, the CDI Registry and the Joint Lead Managers disclaim all liability, whether in negligence or otherwise, if a CDI Holder sells CDIs before receiving a holding statement.

7.7 SELLING RESTRICTIONS

This Prospectus does not constitute an offer of CDIs in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the CDIs may not be offered or sold, in any country outside Australia except to the extent permitted below.

7.7.1 New Zealand

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (FMc Act) and the offer of CDI’s under this Prospectus is not a regulated offer for the purposes of the FMC Act. The CDIs are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

No product disclosure statement or other disclosure document has been prepared or filed in New Zealand. Investors will not have the protections afforded to retail investors under the FMC Act, including no right to receive a product disclosure statement or register entry, and no statutory right of withdrawal or cooling-off period.

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7. DETAILS OF THE OFFER CONTINUED

7.7.2 Hong Kong

WARNING: This Prospectus has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (sFo). Accordingly, this Prospectus may not be distributed, and the CDIs may not be offered or sold, in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the CDIs has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to CDIs that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted CDIs may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this Prospectus, you should obtain independent professional advice.

7.7.3 Singapore

This Prospectus and any other materials relating to the CDIs have not been and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of CDIs, may not be issued, circulated or distributed, nor may the CDIs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (sFA), or as otherwise pursuant to and in accordance with, the conditions of any other applicable provisions of the SFA.

This Prospectus has been given to you on the basis that you are (i) an ‘institutional investor’ (as defined in the SFA) or (ii) an ‘accredited investor’ (as defined in the SFA). If you are not an investor falling within one of these categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the CDIs being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire CDIs. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

7.7.4 United Kingdom

Neither this Prospectus nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000 , as amended (FsMA)) has been published or is intended to be published in respect of the CDIs.

The CDIs may not be offered or sold in the United Kingdom by means of this Prospectus or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Prospectus is issued on a confidential basis in the United Kingdom to ‘qualified investors’ within the meaning of Article 2(e) of the UK Prospectus Regulation. This Prospectus may not be distributed or reproduced in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the CDIs has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

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In the United Kingdom, this Prospectus is being distributed only to and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPo), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together ‘relevant persons’). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Prospectus.

7.7.5 United States

The CDIs have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the CDIs may not be offered or sold in the United States or to U.S. persons except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act of 1933 and applicable U.S. state securities laws. The CDIs may be offered and sold in the United States only to Directors of the Company in transactions exempt from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws.

7.8 RESTRICTIONS ON DISTRIBUTION

No action has been taken to register or qualify this Prospectus, the CDIs, the Stock or the Offer, or otherwise to permit a public offering of the CDIs in any jurisdiction outside Australia.

This Prospectus does not constitute an offer or invitation to apply for CDIs or Stock in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or issue under this Prospectus.

This Prospectus may not be released or distributed in the United States, except by the Company to certain Directors of the Company, and may only be distributed to persons to whom the Offer may lawfully be made in accordance with the laws of any applicable jurisdiction.

The CDIs and Stock have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States except in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act laws and any other applicable securities laws.

Refer to Section 7.7 for further details regarding the selling restrictions outside of Australia.

7.9 DISCRETION REGARDING THE OFFER

The Company may withdraw the Offer at any time before the issue of CDIs to successful Applicants under the Offer. If the Offer, or any part of it, does not proceed, all relevant Application Monies will be refunded (without interest).

The Joint Lead Managers and the Company also reserve the right to, subject to the Corporations Act, extend the Offer or any part of it, accept late Applications either generally or in particular cases, reject any Application, or allocate to any Applicant fewer CDIs than the amount applied or bid.

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8. INVESTIGATING ACCOUNTANT’S REPORT

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8. INVESTIGATING ACCOUNTANT’S REPORT

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RSM Corporate Australia Pty Ltd
Level 27, 120 Collins Street
Melbourne
11 November 2025 VIC 3000
Australia
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
Board of Directors F +61 (0) 3 9286 8199
6K Additive, Inc. www.rsm.com.au
541 Steubenville Pike
Burgettstown PA 15021
Dear Directors,
Independent Limited Assurance Report on 6K Additive, Inc.’s Financial Information
We have been engaged by 6K Additive, Inc. (“6KA” or “the Company”) to report on certain historical and pro
forma financial information for inclusion in a Replacement Prospectus dated on or about 11 November 2025
(“Replacement Prospectus”). The Replacement Prospectus replaces the original prospectus dated 4 November
2025 issued by the Company.
The Replacement Prospectus relates to the Company’s proposed initial public offering (“IPO”) of CHESS
Depositary Interests over shares of common stock on issue (“CDIs”) in the Company and listing on the
Australian Securities Exchange (“ASX”).
Expressions and terms defined in the Replacement Prospectus have the same meaning in this report, unless
the context requires otherwise.
Scope
Historical Financial Information
You have requested RSM to review the historical financial information of 6KA included in Section 4 of the
Replacement Prospectus, comprising:
◼ the audited reported historical consolidated income statements of the Company for each of the financial
years ended 31 December 2023 and 31 December 2024;
◼ the audited reported historical consolidated cash flow statements of the Company for each of the financial
years ended 31 December 2023 and 31 December 2024;
◼ the reviewed reported historical consolidated income statements of the Company for each of the six months
ended 30 June 2024 and 30 June 2025;
◼ the reviewed reported historical consolidated cash flow statements of the Company for each of the six
months ended 30 June 2024 and 30 June 2025; and
◼ the reviewed reported historical consolidated balance sheet of the Company as at 30 June 2025.
collectively “the Historical Financial Information”.
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RSM Corporate Australia Pty Ltd is beneficially owned by the Directors of RSM Australia Pty Ltd. RSM Australia
Pty Ltd is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of
the RSM network. Each member of the RSM network is an independent accounting and consulting firm which
practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction
RSM Corporate Australia Pty Ltd ABN 82 050 508 024 Australian Financial Services Licence No. 255847
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8. INVESTIGATING ACCOUNTANT’S REPORT CONTINUED

The Historical Financial Information of 6KA has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in the United States Generally Accepted Accounting Principles (“U.S. GAAP”) and 6KA’s adopted accounting policies, as described in Section 4 of the Replacement Prospectus.

The Historical Financial Information relating to each of the financial years ended 31 December 2023 and 31 December 2024 have been extracted from the carve-out financial statements of 6KA which were audited by RSM United States LLP (“RSM US”) and on which RSM US concluded that the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with US GAAP.

The Historical Financial Information relating to each of the six months ended 30 June 2024 and 30 June 2025 has been extracted from the carve-out financial statements of 6KA which were reviewed by RSM US and on which RSM US concluded that they were not aware of any material modifications which should be made to such financial statements for it to be in accordance with U.S. GAAP.

RSM US noted in its Independent Auditor’s Report and Independent Auditor’s Review Report that there was substantial doubt about the Company’s ability to continue as a going concern and that the Historical Financial Information had been prepared on a going concern basis.

The Historical Financial Information is presented in the Replacement Prospectus in an abbreviated form, insofar as it does not include all the presentation and disclosures required by U.S. GAAP or Australian equivalents to IFRS and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act .

Pro Forma Historical Financial Information

You have requested RSM to review the pro forma historical financial information of 6KA included in the Replacement Prospectus.

The pro forma historical financial information consists of 6KA’s:

• pro forma historical consolidated income statements for each of the financial years ended 31 December 2023 and 31 December 2024;

• pro forma historical consolidated cash flow statements for each of the financial years ended 31 December 2023 and 31 December 2024;

• pro forma historical consolidated income statements for each of the six months ended 30 June 2024 and 30 June 2025;

◼ pro forma historical consolidated cash flow statements for each of the six months ended 30 June 2024 and 30 June 2025; and

• pro forma historical consolidated balance sheet as at 30 June 2025,

collectively referred to as “the Pro Forma Historical Financial Information”.

The Pro Forma Historical Financial Information assumes Completion of the Offer (as described in the Replacement Prospectus).

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The Pro Forma Historical Financial Information has been derived from the Historical Financial Information of 6KA, adjusted for the transactions/adjustments summarised in Sections 4.3, 4.5 and 4.6 of the Replacement Prospectus. The stated basis of preparation is the recognition and measurement requirements of U.S. GAAP and 6KA’s adopted accounting policies applied to the Historical Financial Information and the events or transactions to which the pro forma adjustments relate, as described in Sections 4.3, 4.5 and 4.6 of the Replacement Prospectus, as if those events or transactions had occurred as at the date of the Historical Financial Information. Due to its nature, the Pro Forma Historical Financial Information does not represent 6KA’s actual or prospective financial position or financial performance. Directors’ responsibility The directors of 6KA are responsible for: ◼ the preparation and presentation of the Historical Financial Information; ◼ the preparation and presentation of the Pro Forma Historical Financial Information including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information; and ◼ responsibility for such internal controls as the directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Financial Information that are free from material misstatement, whether due to fraud or error.

The directors of 6KA are responsible for:

Our responsibility

Our responsibility is to express a limited assurance conclusion on the Historical Financial Information and Pro Forma Historical Financial Information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and / or Prospective Financial Information . We made such enquiries, primarily of persons responsible for financial and accounting matters, and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including: ◼ a consistency check of the application of the stated basis of preparation to the Reported Historical Financial Information and Pro Forma Historical Financial Information; ◼ a review of 6KA’s papers, accounting records and other supporting documents; ◼ a review of RSM US’s work papers relating to the audited Reported Historical Financial Information; ◼ enquiry of directors, management personnel and advisors; and ◼ the performance of analytical procedures applied to the reported Historical Financial Information and Pro Forma Historical Financial Information.

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8. INVESTIGATING ACCOUNTANT’S REPORT CONTINUED

For the purposes of preparing this report we have performed limited assurance procedures in relation to the Reported Historical Financial Information and Pro Forma Historical Financial Information in order to state whether, on the basis of the procedures described, anything comes to our attention that would cause us to believe that the Reported Historical Financial Information and Pro Forma Historical Financial Information is not prepared or presented fairly, in all material respects, by the directors in accordance with the stated basis of preparation as set out in Section 4 of the Replacement Prospectus.

A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as a source of the financial information.

Conclusions

Reported Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Reported Historical Financial Information, as described in Section 4 of the Replacement Prospectus, and comprising the:

• audited reported historical consolidated income statements of the Company for each of the financial years ended 31 December 2023 and 31 December 2024;

• audited reported historical consolidated cash flow statements of the Company for each of the financial years ended 31 December 2023 and 31 December 2024;

• reviewed reported historical consolidated income statements of the Company for each of the six months ended 30 June 2024 and 30 June 2025;

• reviewed reported historical consolidated cash flow statements of the Company for each of the six months ended 30 June 2024 and 30 June 2025;

• reviewed reported historical consolidated balance sheet of the Company as at 30 June 2025;

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 4 of the Replacement Prospectus.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information, as described in Section 4 of the Replacement Prospectus, and comprising the:

• pro forma historical consolidated income statements for each of the financial years ended 31 December 2023 and 31 December 2024;

• pro forma historical consolidated cash flow statements for each of the financial years ended 31 December 2023 and 31 December 2024;

• pro forma historical consolidated income statements for each of the six months ended 30 June 2024 and 30 June 2025;

• pro forma historical consolidated cash flow statements for each of the six months ended 30 June 2024 and 30 June 2025; and

• pro forma historical consolidated balance sheet as at 30 June 2025,

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 4 of the Replacement Prospectus.

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Restriction on Use
Without modifying our conclusions, we draw attention to Section 4, which describes the purpose of the Financial
Information, being for inclusion in the Replacement Prospectus. As a result, the Financial Information may not
be suitable for use for another purpose.
Consent
RSM Corporate Australia Pty Ltd has consented to the inclusion of this assurance report in the Replacement
Prospectus in the form and context in which it is included.
Declaration of Interest
RSM Corporate Australia Pty Ltd does not have any interest in the outcome of this transaction other than the
preparation of this report for which normal professional fees will be received.
Yours faithfully
RSM CORPORATE AUSTRALIA PTY LTD
Andrew Clifford
Partner – Corporate Finance
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9. ADDITIONAL INFORMATION

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9. ADDITIONAL INFORMATION

9.1 REGISTRATION

The Company was incorporated in Delaware, United States, file number 7241757 on 22 February 2019 under the name “Amastan Phoenix LLC”, and changed its named to “6K Additive, LLC” on 2 June 2020.

The Company converted from an LLC to a corporation and as a result changed its name to “6K Additive, Inc.” on 25 September 2025.

The Company registered as a foreign company in Australia under Chapter 5B of the Corporations Act on 30 October 2025.

Automic has been appointed as the local agent of the Company pursuant to the Corporations Act.

Automic has also been engaged to act as the person responsible for communications with the ASX under Listing Rule 12.6 and has been appointed as Australian company secretary.

9.2 COMPANY TAX STATUS AND FINANCIAL YEAR

The Company is a U.S. tax resident and will be subject to tax at the U.S. Federal and applicable state corporate tax rates.

The Company’s financial year ends on 31 December.

9.3 CORPORATE STRUCTURE

The Company’s corporate structure at the time of Listing will consist only of the Company itself. The Company does not have any subsidiaries.

9.4 CAPITAL AND OWNERSHIP STRUCTURE

9.4.1 Capital structure

The details of direct and indirect interests in the Company as at the Prospectus Date and ownership of Stock and CDIs as expected at Listing are set out below. Each CDI issued under this Prospectus represents a beneficial interest in one share of Stock in the Company.

table 9.1: capital structure as at the Prospectus Date

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cAPItAL structure As At ProsPectus DAte NuMBer
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Stock/CDIs held byExisting Stockholders	210,000,000
subtotal (stock/cDIs)	210,000,000
Options	15,973,0241
subtotal (options)	15,973,0241

Note:

1. 14,748,218 Options have been granted under the New Incentive Plan and are subject to completion of the Offer and will vest as set out in Section 6.3.3. The exercise of any of the Options will result in a dilution to CDI Holders and Stockholders (as applicable).

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9. ADDITIONAL INFORMATION CONTINUED

table 9.2: capital structure as at Listing

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uNDILuteD FuLLY-DILuteD
cAPItAL structure As At LIstING NuMBer [1] % %
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Stock held by Existing Stockholders2	219,267,5914	82.04	77.41
CDIs issued to Applicants under the Offer	48,000,000	17.96	16.95
subtotal (stock/cDIs)	267,267,591	100	94.63
Options	15,973,0243		5.64
subtotal (options)	15,973,0243		5.64

Notes:

1. Assumes no Options are exercised or lapse before Listing. The exercise of any of the Options after Listing will result in a dilution to CDI Holders and Stockholders (as applicable).

2. This includes CDIs to be issued to New Electric Partners, being 360,000, and Tribeca Capital, being 330,000, as a success fee further described in Sections 9.11.5 and 9.11.6.

3. 14,748,218 Options have been granted under the New Incentive Plan and are subject to completion of the Offer and will vest as set out in Section 6.3.3.

4. Subject to completion of the Offer, the Company will issue 8,577,591 Stock to 6K Inc. at the Offer Price under a subscription agreement, whereby outstanding accounts payable owed to 6K Inc. are satisfied in full through the issuance of the equity.

Details of the securities that are expected to be subject to escrow arrangements are contained in Section 9.8.

The Company’s free float (within the meaning of the Listing Rules) at the time of Listing will not be less than 20%.

9.4.2 Ownership structure

The details of direct and indirect interests in the Company as at the Prospectus Date and ownership of Stock and CDIs as expected at Listing are set out below.

table 9.3: securities in the company held at Prospectus Date

stocKHoLDer	securItIes IN tHe coMPANY HeLD At ProsPectus DAte	%1
6K Inc.	152,284,524	72.5
Other ExistingStockholders	57,715,476	27.5
total	210,000,000	100
Note:

1. Calculated on an undiluted basis.

2. Assumes no Options are exercised before Listing.

table 9.4: securities in the company held at Listing

stocKHoLDer	securItIes IN tHe coMPANY HeLD At LIstING2	%1
6K Inc.	160,862,1154	60.19
Other Existing Stockholders3	58,405,476	21.85
New CDI Holders under the Offer	48,000,000	17.96
total	267,267,591	100
Notes:

1. Calculated on an undiluted basis. The exercise of any of the Options after Listing will result in a dilution to CDI Holders and Stockholders (as applicable).

2. Assumes no Options are exercised before Listing.

3. This includes CDIs issued to New Electric Partners, being 360,000, and Tribeca Capital, being 330,000 as a success fee further described in Sections 9.11.5 and 9.11.6.

4. Subject to completion of the Offer, the Company will issue 8,577,591 Stock to 6K Inc. at the Offer Price under a subscription agreement, whereby outstanding accounts payable owed to 6K Inc. are satisfied in full through the issuance of the equity.

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9.5 CERTIFICATE OF INCORPORATION, BYLAWS AND RIGHTS ATTACHING TO THE STOCK

The Company is incorporated in Delaware, United States. Accordingly, the rights attaching to shares of common stock (which underly CDIs) are governed by Delaware law, U.S. federal securities laws, the Company’s Certificate of Incorporation, and its Bylaws. Upon listing on ASX, the Company will also be subject to the Corporations Act, the Listing Rules, the ASX Settlement Operating Rules, and other applicable laws and regulations.

A summary of the Company’s securities and provisions of its Certificate of Incorporation and Bylaws, which will apply from Listing, is set out below. This summary is not intended to be exhaustive and is qualified by the full terms of the Certificate of Incorporation and Bylaws, a copy of which can be found on the Company’s website at www.6kadditive.com/.

The summary assumes that the Company is admitted to the Official List of the ASX.

9.5.1 Annual meeting

Under Delaware law, the Company is required to have an annual meeting of stockholders. If more than 13 months have passed since the last annual meeting, a stockholder or director may petition the court to compel the holding of the annual meeting.

Under the Bylaws, notice of a meeting must generally be given to stockholders entitled to vote not less than 10 days and not more than 60 days before the meeting.

Under the Listing Rules, the Company must allow CDI Holders to attend any meeting of stockholders unless Delaware law prevents this. There are no such Delaware law in place as at the date of this summary.

9.5.2 Voting at a general meeting

At a meeting of the Company, every holder of Stock present in person or by proxy is entitled to one vote for each share held on the record date for the meeting. Under the Bylaws, the presence (in person, by remote communication, or by proxy) of holders of a majority of the outstanding shares entitled to vote constitutes a quorum.

Except as otherwise provided by statute or applicable stock exchange rules, the affirmative vote of the majority of shares present and entitled to vote is required for a resolution to pass.

Under the Listing Rules, CDI Holders may:

• instruct the depositary nominee (CDN), as the legal owner of the shares, to vote the shares underlying their CDIs in a particular manner (using a voting instruction form sent with the notice of meeting or proxy statement); or

• convert their CDIs into a holding of shares and vote these at the meeting (with conversion completed prior to the record date).

Since CDI Holders do not appear on the Company’s principal register of members as legal holders of shares, they are not entitled to vote at meetings except as set out above. These voting rights exist under the ASX Settlement Operating Rules, not under Delaware law or the Bylaws.

9.5.3 Dividends and distributions

Under Delaware law, the Board may declare and pay dividends out of the Company’s surplus (net assets less capital) or, if no surplus exists, out of net profits for the current or preceding financial year. CDI Holders are entitled to receive all direct economic benefits and other entitlements in relation to the underlying shares, including dividends, under the ASX Settlement Operating Rules.

The Certificate of Incorporation and Bylaws provide that the Board may declare dividends out of funds legally available for that purpose. Dividends may be paid in cash, property, or shares of capital stock. The Bylaws allow the Board to set aside reserves before declaring dividends.

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9. ADDITIONAL INFORMATION CONTINUED

9.5.4 Transfer of Securities

Under Delaware law, shares are freely transferable, subject to U.S. federal and state securities laws, unless a restriction is imposed by the Certificate of Incorporation, Bylaws, or an agreement with the holder. The Company is obligated to register a transfer unless it would violate law or a valid restriction.

Once Listed, the Directors must not prevent, delay, or interfere with the registration of a transfer of quoted securities except as permitted by the Listing Rules or ASX Settlement Operating Rules.

The Bylaws provide that shares are transferable upon surrender of the certificate (or proper transfer instructions for uncertificated shares) and compliance with applicable law. The Company may refuse to register a transfer if it would violate U.S. securities laws or a valid restriction.

9.5.5 Authorised share capital

The Company’s authorised capital stock will consist of 350,000,000 Stock and an unspecified number of preferred shares.

9.5.6 Issue of further Securities

The Board may issue additional shares of any series of common or preferred stock, provided there are sufficient authorised and unissued shares. The powers and rights of each class or series are determined by the Board, which may also create new series of preferred stock by resolution. Any increase in authorised preferred shares generally requires approval from a majority of common stockholders, voting as a single class, unless otherwise provided.

9.5.7 Preference shares

The Board may issue shares of preferred stock in one or more series and designate their rights, preferences, privileges, and restrictions. The issuance of preferred stock may restrict dividends on common shares, dilute voting power, impair liquidation rights, or delay/prevent a change of control. On Listing, no preferred stock will be outstanding, and there are no current plans to issue any.

9.5.8 Winding up

Under Delaware law, the Board may decide whether and when to dissolve the Company or sell its assets, and may submit a resolution to stockholders for approval. A majority of outstanding shares must approve such a resolution.

In the event of liquidation or dissolution, the Certificate of Incorporation provides that holders of common stock are entitled to share in the Company’s assets remaining after payment of debts and liabilities, subject to the rights of any preferred stock. Holders of common stock have no pre-emptive, subscription, redemption, or conversion rights.

9.5.9 Share buy-backs

The Board may authorise the Company to buy back its shares out of legally available funds, subject to Delaware law and U.S. securities laws. The Company may not buy back shares if its liabilities exceed its assets.

9.5.10 Anti-takeover provisions

The Company is not subject to Chapters 6, 6A, 6B, and 6C of the Corporations Act (which deal with substantial holdings and takeovers). The acquisition of securities is subject to Delaware law and U.S. securities laws. Section 203 of the DGCL restricts certain business combinations with significant stockholders for three years, subject to exceptions. The Board may implement defensive mechanisms (such as a shareholder rights plan or issuing preferred stock with special voting rights), provided such actions comply with fiduciary duties.

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9.5.11 Disclosure of substantial holdings

While not subject to Australian substantial holding provisions, it is required under Listing Rules 3.17.3 and 3.17.4 to provide ASX with copies of any documents it receives regarding substantial holdings in its securities under any overseas law or equivalent provisions in its constitution. This includes immediate disclosure of any person becoming a substantial holder, as well as any materially different information about a substantial holding compared to the most recent disclosure.

The Bylaws require directors to notify the Company of their interests in securities and contracts, and of any changes, to enable compliance with Listing Rule 3.19A.

9.5.12 Appointment and removal of Directors

Directors are elected at annual meetings by a majority of votes cast, with the Board comprising between three and seven members. Vacancies and newly created directorships are ordinarily filled by the Board itself, except where a director is removed for cause. If a director is removed for cause, Stockholders hold the right to appoint a replacement. Removal of directors is permitted only for cause and requires a majority of outstanding shares entitled to vote. The Board is structured into three classes, with staggered terms to promote continuity and orderly succession.

9.5.13 Directors’ and Officers’ Indemnity and Limitation of Liability

The Certificate of Incorporation and Bylaws provide for indemnification of directors, officers, employees, and agents to the fullest extent permitted by Delaware law. Directors’ liability for monetary damages is eliminated to the fullest extent permitted, except for breaches of loyalty, bad faith, unlawful acts, or improper personal benefit.

9.5.14 Amendments to Bylaws and Certificate of Incorporation

Amendments to the Bylaws require approval by holders of at least 75% of outstanding voting Stock, unless otherwise provided. Certain provisions of the Certificate of Incorporation also require a 75% of outstanding voting Stock to be amended.

9.5.15 Listing Rules and Appendix 15A

The Certificate of Incorporation and Bylaws expressly incorporate the provisions required by Appendix 15A of the Listing Rules. For so long as the Company is admitted to the Official List of ASX:

• If the Listing Rules prohibit an act, the Company cannot do that act.

• Nothing in the Certificate of Incorporation or Bylaws prevents an act required by the Listing Rules.

• If the Listing Rules require an act to be done or not to be done, the Board and officers must ensure compliance.

• If the Listing Rules require a provision to be included in the Certificate of Incorporation or Bylaws, it is deemed included; if the Listing Rules require a provision not to be included, it is deemed excluded.

• If any provision of the Certificate of Incorporation or Bylaws is inconsistent with the Listing Rules, it is deemed not to apply to the extent of the inconsistency.

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9. ADDITIONAL INFORMATION CONTINUED

9.6 CHESS DEPOSITARY INTERESTS (CDIS)

Details of CDIs and the key differences between holding CDIs and holding underlying Stock are set out below in Table 9.5.

table 9.5: terms of cDIs

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What are cDIs? In order for the Stock to trade electronically on ASX, the Company must participate in
the electronic transfer system called CHESS operated by ASX Settlement. CHESS facilitates
the paperless transfer of ownership of securities through an electronic subregister system.
CHESS cannot be directly used for the transfer of securities of companies domiciled in
certain foreign jurisdictions, such as the U.S., whose corporate laws do not recognise CHESS
as a method of electronic transfer of legal title to their securities. Accordingly, to enable
the Stock to be cleared and settled electronically through CHESS, the Company will
issue depositary interests called CHESS Depositary Interests or CDIs.
CDIs confer beneficial ownership of the equivalent number of underlying Stock on
the CDI Holder, with the legal title to such Stock held in book entry uncertificated
form indirectly or directly by an Australian depositary nominee.
Who is the The Company will appoint CHESS Depositary Nominees Pty Ltd (cDN), a subsidiary
depositary of ASX and an approved general participant of ASX Settlement, to act as its Australian
nominee and depositary nominee.
what do they do?
CDN will hold legal title to the Stock on behalf of the CDI Holders. The CDI Holders
will hold the beneficial title to the Stock and will receive all direct economic and other
benefits of the Stock. CDN may not dispose of any of the Stock unless authorised by the
ASX Settlement Operating Rules and is not able to create any interest that is inconsistent
with the beneficial title held by the CDI Holders. CDN will receive no fees for acting as
the depositary for the CDIs.
By completing an Application Form, an Applicant will apply for Stock to be issued
to CDN by the Company, and the Applicant will receive CDIs issued by the Company.
What registers The Company will operate:
will be
In the U.S.
maintained
to record the • uncertificated book entry form U.S. register of Stock maintained by the Share Registry;
interests of
In Australia
stockholders?
• an uncertificated issuer sponsored subregister of CDIs, maintained by the
CDI Registry; and
• an uncertificated CHESS sponsored subregister of CDIs maintained by ASX Settlement.
The U.S. register of Stock will be the register of legal title (and will reflect legal ownership
by CDN of the Stock underlying the CDIs, with the Stock held by CDN recorded on the
register of Stock in book entry uncertificated form). The two uncertificated subregisters
combined will make up the register of beneficial title of the Stock underlying the CDIs.
The total number of CDIs on the issuer sponsored subregister of CDIs and CHESS
subregister of CDIs will reconcile with the number of Stock registered in the name
of CDN on the Share register.
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How is local and CDI Holders who wish to trade their CDIs on ASX will be transferring the beneficial
international interest in the Stock rather than the legal title.
trading in cDIs
A transfer resulting from on-market trading on ASX, will be settled electronically
affected?
by delivery of the relevant CDI Holdings through CHESS.
Accordingly trading of CDIs on ASX is essentially the same as trading on ASX of
other CHESS-approved securities, such as securities in an Australian listed company.
What is the ratio Each CDI will represent an interest in one share of common stock in the Company
of cDIs to stock? (ie a 1:1 ratio).
What will Successful Applicants will receive a holding statement which sets out the number
Applicants of CDIs held by them and the reference number of the holding.
receive on
Holding statements will be provided to a CDI Holder when a holding is first established
acceptance
in the name of that CDI Holder and where there is a change in the holdings of CDIs of
of their
that CDI Holder.
Applications?
How do cDI After the closing of the Offer, a CDI Holder may either leave their holdings in the form
Holders convert of CDIs (so that legal title remains in the name of CDN) or convert the CDIs to Stock
from a cDI and hold legal title in their own right.
holding to a
However, only CDIs can be traded on ASX and it is therefore expected that most
direct holding
holders will wish to hold CDIs. The Stock are not currently quoted on any other securities
of stock?
exchange. The Stock will bear applicable restrictive legends on the register to assist with
compliance with applicable U.S. securities laws.
CDI Holders can convert their ASX-listed CDIs to Stock by instructing the CDI Registry
in Australia, either:
• directly in the case of CDIs on the issuer sponsored subregister operated by the
Company. CDI holders will be provided with a form entitled ‘CDI Cancellation AU-U.S.
Register’ for completion and return to the Company’s CDI Registry; or
• through their sponsoring participant (usually their broker) in the case of CDIs which
are sponsored on the CHESS subregister. In this case, the sponsoring broker will
arrange for completion of the relevant form and its return to the CDI Registry.
The Share Registry in the U.S. will then arrange for the transfer of Stock on the U.S.
register from CDN into the name of the CDI Holder and a statement will be issued. The
Stock will be registered in the name of the holder on the Company’s Share register and
trading on ASX will no longer be possible.
The CDI Registry will not charge a CDI Holder a fee for converting CDIs into Stock. It is
expected that this process will be completed within 48 hours, once the Share Registry
receives a duly completed and valid conversion form. However, no timeframe for
conversion can be guaranteed.
Such Stock are ‘restricted securities’ as defined in Rule 144 under the U.S. Securities Act.
As a result, all Stock will be subject to the restrictions contained in the Share Legend,
including that they will be subject to a ‘holding period’ that will prevent the holder from
reselling or transferring those Stock for so long as any restrictions applicable to resales
or transfers of the CDIs imposed by the ASX remain in place and until such Stock
(and the CDIs from which they were converted) have been held for at least one year
by non-affiliates and are sold pursuant to Rule 144 under the U.S. Securities Act.
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9. ADDITIONAL INFORMATION CONTINUED

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How do cDI If holders of Stock wish to convert their holdings to CDIs, they can do so by contacting
Holders convert the Share Registry. The Share Registry will not charge a fee to a holder of Stock seeking
from a cDI to convert their Stock to CDIs.
holding to a
A holder that wishes to transmute its Stock into CDIs during the Distribution Compliance
direct holding
Period will remain ‘restricted securities’ (as defined in Rule 144 under the U.S. Securities
of stock?
Act) and will be bound by the restrictions contained in the Share Legend until such time
continued
as the Company determines it is appropriate to remove it. Further, the holder will be
subject to a holding lock that will prevent the holder from transferring those CDIs back
into Stock for so long as any restrictions applicable to transfers of the CDIs imposed by
the ASX remain in place or such CDIs are ‘restricted securities’ as defined under Rule
144(a)(3) under the U.S. Securities Act, unless the Company otherwise determines to
remove that holding lock.
As CDIs represent beneficial interests in the underlying Stock, holders of CDIs
transmuted from Stock will continue to be bound by the restrictions set forth in the
Share Legend, to the extent they relate to their beneficial interests until that Share
Legend is removed by the Company.
What are the CDN will receive notice of any meeting of holders of Stock and be entitled to attend
voting rights of and vote at any such meeting. CDI Holders may attend and, subject to the requirements
a cDI Holder? listed below, vote at any meeting of holders of Stock.
Under the Listing Rules, the Company, as an issuer of CDIs must allow CDI Holders to
attend any meeting of holders of Stock unless relevant laws in the U.S. at the time of the
meeting prevent CDI Holders from attending those meetings.
In order to vote at such meetings, CDI Holders may:
• instruct CDN, as the legal owner of the Stock, to vote the Stock underlying their CDIs
in a particular manner. A CDI voting instruction form will be sent to CDI Holders with
the notice of meeting or proxy statement for the meeting and this must be completed
and returned to the Share Registry prior to the meeting; or
• convert their CDIs into a holding of Stock prior to the record date for the meeting
and vote these at the meeting (although if the former CDI Holder later wishes to sell
their investment on ASX, it would be necessary to convert the Stock back to CDIs).
Since CDI Holders will not appear on the Company’s share register as the legal holders
of the Stock, they will not be entitled to vote at meetings of holders of Stock (and their
CDIs will not count towards any relevant quorum requirements at such meetings) unless
one of the above steps is undertaken.
As each CDI represents one Share, a CDI Holder will be entitled to one vote for each
CDI that it holds. Under the ASX Settlement Operating Rules, CDN will appoint two
proxies for each vote: one for votes in favour of a poll and another for votes against.
These voting rights exist only under the ASX Settlement Operating Rules, rather
than under the Delaware General Corporation Law. Since CDN is the legal holder of
applicable Stock, the CDI Holders do not have any directly enforceable voting rights
under the Certificate of Incorporation or Bylaws.
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What dividend Despite legal title to the Stock being vested in CDN, the ASX Settlement Operating Rules
and other provide that CDI Holders are to receive all direct economic benefits and other entitlements
distribution in relation to the underlying Stock. These include dividends and other entitlements
entitlements do which attach to the underlying Stock. These rights exist only under the ASX Settlement
cDI Holders have? Operating Rules (which have the force of law by virtue of the Corporations Act), rather
than under the Delaware General Corporation Law.
If the Company declares any dividends it is anticipated that they would be declared in
U.S. dollars as this is its functional and presentation currency. The Company would pay its
dividends in Australian dollars to CDI Holders, unless a CDI Holder provides instructions
to pay dividends into a U.S. bank account, in which case they will be paid in U.S. dollars.
A CDI Holder must make an election to alter their dividend currency before the record
date for the dividend. Currency conversion will be based on the prevailing exchange
rate when the U.S. dollars are converted into Australian dollars.
What corporate CDI Holders receive all direct economic benefits and other entitlements in relation
action entitlements to the underlying Stock. These include the entitlement to participate in rights issues,
(such as rights bonus issues and capital reductions. These rights exist only under the ASX Settlement
issues and bonus Operating Rules, rather than under the Delaware General Corporation Law.
issues) do cDI
It is possible that marginal differences may exist between the resulting entitlement of
Holders have?
a CDI Holder and the entitlements that would have accrued if a CDI Holder held their
holding directly as Stock. The Company is required by the ASX Settlement Operating
Rules to minimise any such differences where legally permissible.
What rights do If a takeover bid or similar transaction is made in relation to the Stock of which CDN
cDI Holders have is the registered holder, under the ASX Settlement Operating Rules CDN must not
in the event of a accept the offer made under the takeover bid, except to the extent that acceptance
takeover? is authorised by the relevant CDI Holder. CDN must ensure that the offeror processes
the takeover acceptance of a CDI Holder if such CDI Holder instructs CDN to do so.
These rights of CDI Holders the ASX Settlement Operating Rules, rather than under the
U.S. Exchange Act or the Delaware General Corporation Law. In addition, such takeover
bid will be conducted under Delaware law as discussed under in 9.9.
What notices and CDI Holders will receive all notices and company announcements (such as annual
announcements reports) that Shareholders are entitled to receive from the Company.
will cDI Holders
These rights exist only under the ASX Settlement Operating Rules, rather than under
receive?
the Delaware General Corporation Law.
All such notices will be posted on the ASX Announcements Platform as well.
What rights do In the event of the Company’s liquidation, dissolution or winding up, a CDI Holder will
cDI Holders have be entitled to the same economic benefits on their CDIs as holders of an equivalent
on liquidation, economic interest in Stock.
dissolution or
Unlike holders of Stock, these rights of CDI Holders exist only under the ASX Settlement
winding up?
Operating Rules, rather than under the Delaware General Corporation Law.
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9. ADDITIONAL INFORMATION CONTINUED

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What is the Under Rule 144 of the U.S. Securities Act, the CDIs and underlying Stock will be ‘restricted
‘Foreign securities’ that will be subject to an initial one-year ‘distribution compliance period’
ownership from the date of issue of the CDIs, which period may be extended by the Company in
restriction’ its discretion (Distribution compliance Period). This means that during the Distribution
designation Compliance Period a CDI Holder will not be permitted to sell the CDIs issued to them
on the AsX? in the Offer or the underlying Stock into the U.S. or to, or for the account or benefit of,
a U.S. Person, unless the resale of the CDIs is, or the underlying Stock are, registered under
the U.S. Securities Act (which the Company is not obligated to do) or an exemption from
such registration is available. If a CDI Holder is to sell CDIs or underlying Stock in such
circumstances under an exemption from registration, the CDI Holder will need to establish
the availability of such an exemption at their own expense.
The Company has requested that, during the Distribution Compliance Period, all CDIs
issued under the Offer bear a designation on the ASX in order to enforce the above
restrictions. This designation is intended to prevent any CDIs from being sold on the ASX
during the Distribution Compliance Period, to persons that are in the U.S. or to, or for the
account or benefit of, U.S. Persons (excluding “qualified institutional buyers” as defined
and in compliance with Rule 144A under the U.S. Securities Act). The Company cannot
provide any assurances as to when this designation will be lifted from the CDIs.
The discussion above assumes that none of the CDIs are acquired and resold by certain
affiliates of the Company. Any CDIs that are acquired and subsequently resold by such
affiliates will be subject to a new Distribution Compliance Period. Because it would not
be possible to distinguish such CDIs resold by such affiliates of the Company from the
other CDIs, the practical impact of such a resale would be to extend the Distribution
Compliance Period for all the Company’s CDIs.
Will cDI Holders A CDI Holder will not incur any additional ASX or ASX Settlement fees or charges
incur any as a result of holding CDIs rather than Stock.
additional AsX
or AsX settlement
fees or charges
as a result of
holding cDIs
rather than stock?
Where can further For further information in relation to CDIs and the matters referred to above, please
information be refer to the ASX website and the documents entitled:
obtained?
‘Understanding CHESS Depositary Interests’ at: https://www.asx.com.au/content/dam/
asx/participants/cash-market/bonds/chess-depositary-interests.pdf; and
ASX Guidance Note 5 at:
https://www.asx.com.au/documents/rules/gn05_chess_depositary_interests.pdf,
or contact your Broker or the Company Offer Information Line.
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9.7 UNDERWRITING ARRANGEMENTS

The Offer is fully underwritten by the Joint Lead Managers pursuant to an underwriting agreement dated on or about the Prospectus Date between the Company and the Joint Lead Managers (underwriting Agreement). Under the Underwriting Agreement, each Joint Lead Manager has agreed to manage the Offer and act as underwriter and bookrunner for the Offer.

The Underwriting Agreement is subject to certain terms and conditions which are customary for an underwriting agreement of this type, including conditions precedent, representations and warranties and termination rights.

9.7.1 Commission, fees and expenses

Subject to the Joint Lead Managers satisfying their underwriting obligations under the Underwriting Agreement, the Company must pay the Joint Lead Managers in their respective proportions the following fees and costs:

• Management and selling Fee: A management and selling fee of 2.00% of the first A$40m of the Offer proceeds and 0.5% for the following $8m of Offer proceeds, payable to the Joint Lead Managers.

• underwriting Fee: An underwriting fee of 4.00% of the Offer proceeds (excluding proceeds from existing investors in the Company or 6K Inc., their affiliates or co-investors).

The Joint Lead Managers must pay from their fees an amount equal to 4.00% of the Offer proceeds raised from:

• (i) Tribeca Capital Advisory Pty Ltd and its affiliates, to Tribeca Capital Advisory Pty Ltd; and

• (ii) any other investors introduced to the Joint Lead Managers by New Electric Partners Pte Ltd, as agreed between the Company and the Joint Lead Managers acting in good faith.

The Company must pay or reimburse each Joint Lead Managers for any reasonable out-of-pocket expenses (including GST) incurred in respect of the Offer, including legal costs up to an agreed amount.

9.7.2 Termination events

9.7.2.1 Termination events not subject to materiality

A Joint Lead Manager may, at any time after the date of the Underwriting Agreement until the end of the date of Settlement (or at any other time as specified in the Underwriting Agreement), terminate the Underwriting Agreement if any one or more of the following events occurs or has occurred:

• a. (offer Documents) If a Joint Lead Manager forms the view that a statement contained in the Offer Documents (as defined) is or becomes misleading or deceptive or likely to mislead or deceive, or a matter required by the Corporations Act is omitted from the Offer Documents (having regard to sections 710, 711 and 716 of the Corporations Act), or if any statement in the Offer Documents becomes misleading or deceptive or likely to mislead or deceive, or if the issue of the Offer Documents becomes misleading or deceptive or likely to mislead or deceive;

• b. (section 730 notice) If a person gives a notice to the Company under section 730 of the Corporations Act;

• c. (Future matters) If there are not, or there ceases to be, reasonable grounds in the reasonable opinion of a Joint Lead Manager for any statement or estimate in the Offer Documents, which relate to a future matter;

• d. (encumbrance) If, other than as disclosed in the Prospectus or as required by applicable laws, the Company or any other group member creates or agrees to create an encumbrance over the whole or a substantial part of its business or property, or a person charges or encumbers the whole, or a substantial part of the business or property of the Company or the group;

• e. (Index fall) If the S&P/ASX 300 Index is at any time more than 10% below its level as at 5.00 pm on the Business Day (as defined) immediately preceding the date of the Underwriting Agreement;

• f. (offer of refund to investors) If any circumstance arises after lodgement of the Prospectus that results in the Company either repaying money received from persons who have applied for Offer securities (other than pursuant to a refund where that Applicant received less Offer securities than they applied for) or offering persons who have applied for Offer securities an opportunity to withdraw their application for offer securities and be repaid their application money, other than in circumstances where the repayment is in relation to a specific dispute with a particular applicant;

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9. ADDITIONAL INFORMATION CONTINUED

• g. (Withdrawal of Prospectus) If the Company withdraws the Prospectus or terminates the Offer, or indicates that it does not intend to proceed with the Offer or any part of the Offer;

• h. (certificate) If the Company does not provide a certificate in the manner required by the Underwriting Agreement;

• i. (Insolvency) If the Company is or becomes insolvent, or an act occurs or an omission is made which may result in the Company becoming insolvent;

• j. (regulatory action) If any of the following occurs in relation to the Offer:

• i ASIC issues proceedings in relation to the Company;

• ii. ASIC makes an order or interim order under section 739 or section 1324B of the Corporations Act concerning the Prospectus;

• iii. ASIC applies for an order under Part 9.5 of the Corporations Act in relation to the Offer or any Offer Document;

• iv. ASIC holds, or gives notice of intention to hold, a hearing or investigation in relation to the Offer or any Offer Document under the ASIC Act;

• v. ASIC prosecutes or gives notice of an intention to prosecute or commences proceedings against, or gives notice of an intention to commence proceedings against, the Company or any of its officers, employees or agents in relation to the Offer or any Offer Document; or

• vi. any other government agency commences any investigation or hearing in relation to the Offer, or any Offer Document;

and any such order, proceeding, hearing or investigation either:

• vii. becomes public; or

• viii. is not withdrawn within 2 business days after it is made or commenced or, where it is made or commenced less than two business days before the date of Settlement, it has not been withdrawn before the date of Settlement.

• k. (stop order) If ASIC makes an interim order or final stop order in relation to the Prospectus under section 739 of the Corporations Act or holds a hearing under section 739 of the Corporations Act in relation to the Prospectus or makes an application under section 1324 or 1324B of the Corporations Act;

• l. (Withdrawal of consent):

• i. If any person whose consent to the issue of the Prospectus or any supplementary prospectus is required by section 720 of the Corporations Act and who has previously consented to the issue of the Prospectus or any supplementary prospectus withdraws such consent;

• ii. If any person gives a notice under section 733(3) of the Corporations Act; or

• iii. If any person (other than the Joint Lead Managers) who has previously consented to the inclusion of their name or any statement in the Prospectus or any supplementary prospectus withdraws that consent;

• m. (supplementary Prospectus) If the Company lodges a supplementary prospectus without the consent of the Joint Lead Managers or fails to lodge a supplementary prospectus in a form acceptable to a Joint Lead Manager or, in a Joint Lead Manager’s opinion, becomes required to lodge a supplementary prospectus because of a circumstance set out in section 719(1) of the Corporations Act;

(other than where such circumstance arises as a result of the Company’s discussions with ASIC during the relevant ASIC exposure period);

• n. (change in Directors and senior management) If a change in the senior management or in the board of Directors of the Company, as named in the Offer Documents, occurs without the written consent of the Joint Lead Managers or any such changes are announced without the written consent of the Joint Lead Managers;

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• o. (Material contracts) If any of the obligations of the relevant parties under any of the material contracts are not capable of being performed in accordance with their terms (in the opinion of a Joint Lead Manager) or if all or any part of any of the material contracts:

• i. is terminated, withdrawn, rescinded, avoided or repudiated;

• ii. is altered, amended or varied without the consent of the Joint Lead Managers (acting reasonably);

• iii. ceases to have effect, otherwise than in accordance with its terms;

• iv. is or becomes void, voidable, illegal, invalid or unenforceable (other than by reason only of a party waiving any of its rights) or capable of being terminated, withdrawn, rescinded, avoided or withdrawn or of limited force and effect, or its performance is or becomes illegal; or

• v. is breached, or there is a failure by a party to comply, in a material respect;

• p. (AsX Approvals and AsIc Modifications) If the ASX approvals or ASIC modifications are not granted or are revoked, qualified, amended or withheld (or ASX or ASIC (as the case may be) indicates to the Company or the Joint Lead Managers that such approval is likely to be withdrawn, revoked, qualified, amended or withheld);

• q. (Quotation approval):

• i. If approval for official quotation is refused or not granted, or is granted other than subject to standard conditions, or any other conditions accepted in writing by a Joint Lead Manager by the quotation approval date or if approval is granted, such approval is subsequently withdrawn, qualified (other than subject to standard conditions) or withheld before completion of the Offer;

• ii. If reasonable grounds exist for a Joint Lead Manager to believe that any ASX conditions to official quotation of the Offer securities will not be completed, fulfilled or waived by ASX so as to result in the Offer securities not being granted official quotation by the quotation date, or such later date as the Joint Lead Managers may, in their absolute discretion, agree to in writing;

• r. (unauthorised changes) If the Company:

• i. disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property other than as contemplated in the Prospectus;

• ii. ceases or threatens to cease to carry on business;

• iii. alters its capital structure, other than as contemplated in the Prospectus; or

• iv. amends its Certificate of Incorporation or Bylaws;

• s. (Action against Directors and senior management):

• i. If a Director or any member of the senior management of the Company is charged with a criminal offence relating to any financial or corporate matter;

• ii. If any government agency commences any public action against the Company, any of the Directors or any member of the senior management of the Company, or announces that it intends to take any such action; or

• iii. If any Director or any member of the senior management of the Company is disqualified under the Corporations Act from managing a corporation;

• t. (Fraud) If a director or a senior member of management of the Company engages in any fraudulent conduct or activity;;

• u. (unable to proceed) If the Company is or will be prevented from conducting or completing the Offer (including issuing the Offer securities) by or in accordance with the Listing Rules, ASIC, ASX, any applicable laws or an order of a court of competent jurisdiction, or otherwise is or will become unable or unwilling to do any of these things;

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• v. (restriction Agreements) If a voluntary escrow agreement is withdrawn, varied, terminated, rescinded, altered or amended, breached or failed to be complied with; or

• w. (timetable) If an event specified in the Timetable is delayed for more than 2 Business Days without the prior written approval of the Joint Lead Managers.

9.7.2.2 Termination events subject to materiality

A Joint Lead Manager may, at any time after the date of the Underwriting Agreement until the settlement date (or at any other time as specified in the Underwriting Agreement), terminate the Underwriting Agreement if any one or more of the following events occurs or has occurred and:

• a. in the opinion of the Joint Lead Manager the termination event has had or could be expected to have, individually or in aggregate with a separate termination event, a material adverse effect on (i) the financial condition, financial position or financial prospects of the Company, or the success or outcome of the Offer (ii) the ability of the Joint Lead Manager to settle the Offer, (iii) the potential market price of the Offer securities; or

• b. there is a reasonable possibility that the Joint Lead Manager will contravene, be involved in a contravention of, or incur a liability under the Corporations Act or any other applicable law as a result of the termination event:

• i. (certificate incorrect) If a statement in the certificate required under the Underwriting Agreement is untrue, incorrect or misleading or deceptive;

• ii. (New circumstance) If a new circumstance arises after the Prospectus has been lodged, and that circumstance would have been required to be included in the Prospectus if it had arisen before lodgement;

• iii. (Material adverse change) If a change occurs in the assets, liabilities, share capital, share structure, financial position or performance, profits, losses or prospects of the Company’s group (taken as a whole) from those disclosed in the Prospectus, including:

  • i. any change in the reported earnings or future prospects of the Company’s group; or

  • ii. any change in the nature of the business conducted by the Company’s group; or

  • iii. the insolvency or voluntary winding up of the Company or an entity in the Group or the appointment of any receiver, receiver and manager, liquidator or other external administrator;

  • iv. any change to the rights and benefits attaching to shares; or

  • v. any event that could reasonably be expected to give rise to a “Material Adverse Change” (as defined in the Underwriting Agreement);

• iv. (Future matters) If any statement or estimate in the Offer Documents that relates to a future matter is, in the opinion of a Joint Lead Manager, unlikely to be met in the projected timeframe (including, in each case, forward-looking financial information).

• v. (Disclosures in Due Diligence report) If a Joint Lead Manager forms the view that the report of the due diligence committee established in connection with the Offer or any information supplied by or on behalf of the Company to a Joint Lead Manager in relation to the Company’s group or the Offer as part of the due diligence process or becomes misleading or deceptive, or information material to the Company or the Company’s business has not been disclosed as part of the due diligence process;

• vi. (change in laws) If any of the following occurs, which does or is likely to prohibit, materially restrict, or regulate the Offer, or materially reduce the likely level of valid Applications, or materially affects the financial position of the Company or has a material adverse effect on the success of the Offer:

  • i. the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia; or

  • ii. the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory or the Reserve Bank of Australia; or

  • iii. the adoption by ASX or their respective delegates of any regulations or policy;

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• vii. (Adverse change in financial markets) If any of the following occurs:

• i. any adverse change or disruption to the political, financial, or economic conditions, currency exchange rates or controls, or financial markets of Australia, New Zealand, the United Kingdom, any member state of the European Union, the United States of America, the People’s Republic of China, Hong Kong, or Singapore, or any adverse change or development involving a prospective change in national or international political, financial, or economic conditions;

• ii. a general moratorium on commercial banking activities in Australia, New Zealand, the United States of America, the United Kingdom, Hong Kong, or Singapore is declared by the relevant central banking authority in any of those countries, or there is a disruption in commercial banking or security settlement or clearance services in any of those countries; or

• iii. trading in securities generally has been suspended or limited for at least one trading day by any of the ASX, the Hong Kong Stock Exchange, the London Stock Exchange, or the New York Stock Exchange;

• v. (Hostilities) If any of the following occurs:

• i. hostilities not presently existing commence or a major escalation in existing hostilities occurs (in each case, whether or not a war or a national emergency has been declared);

• ii. a declaration is made of a national emergency or war, excluding any war or hostilities presently existing as at the date of the Underwriting Agreement; or

• iii. a terrorist act is perpetrated, involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, any member state of the North Atlantic Treaty Organization, the People’s Republic of China, Hong Kong, South Korea, Japan, Singapore, Russia, Ukraine, Israel, Palestine, or Iran, or any diplomatic, military, commercial, or political establishment of any of these countries elsewhere in the world; or if a pandemic, epidemic, or large-scale outbreak of a disease (including, without limitation, SARS, swine or avian flu, H5N1, H7N9, COVID-19, or a related or mutated form of these) not presently existing occurs or in respect of which there is a major escalation, including an escalation resulting in a material shut-down of business around the world;

• ix. (Pandemic) If a pandemic, epidemic, or large-scale outbreak of a disease (including, without limitation, SARS, swine or avian flu, H5N1, H7N9, COVID-19, or a related or mutated form of these) not presently existing occurs or in respect of which there is a major escalation, including an escalation resulting in a material shut-down of business around the world;

• x. (Legal proceedings and offence by Directors) If any of the following occurs:

• i. legal proceedings are commenced against the Company; or

• ii. any Director is charged with an indictable offence or any regulatory body commences any public action against the Director or announces that it intends to take any such action; or

• iii. any Director is disqualified from managing a corporation under section 206A, 206B, 206C, 206D, 206E, or 206F of the Corporations Act;

• xi. (compliance with regulatory requirements) If there is a contravention by the Company of the Corporations Act, the Listing Rules, its Certificate of Incorporation or its Bylaws, or any other applicable law or regulation;

• xii. (Prospectus to comply) If the Prospectus, an Offer Document, or any aspect of the Offer does not comply with the Corporations Act, the Listing Rules, or any other applicable law or regulation;

xiii. (Public statements) If:

• i. the Company issues a public statement concerning the Offer which has not been approved by a Joint Lead Manager; or

• ii. a statement in any of the public information is or becomes misleading or deceptive or likely to mislead or deceive;

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• xiv. (Breach) If the Company breaches any of its undertakings or obligations under the agreement;

• xv. (representations and warranties) If any representation or warranty contained in the agreement on the part of the Company is breached or becomes false, misleading, or incorrect;

• xvi. (Prescribed occurrence) If an event specified in sections 652C(1) or (2) of the Corporations Act occurs, in relation to the Company.

9.7.3 Representations, warranties and undertakings

The Underwriting Agreement contains certain standard representations, warranties and undertakings by the Company to the Joint Lead Managers as well as common conditions precedent, including the receipt by the Joint Lead Managers of the final, signed due diligence reports and ASX indicating that it will grant permission for quotation of the CDIs on the ASX.

The representations and warranties given by the Company relate to matters such as conduct of the Company, power and authorisations, information provided by the Company, information in this Prospectus and compliance with laws and the Listing Rules. The Company also provides additional representations and warranties in connection with the business and affairs of the Company including in relation to licences, taxation and eligibility for listing.

The Company’s undertakings include that it will not, until 120 days after the date of Settlement, issue (or agree to issue) or indicate in any way that it may or will issue or agree to issue any CDIs, Shares or other securities that are convertible or exchangeable into equity, or that represent the right to receive equity, without the prior written consent of the Joint Lead Managers. This undertaking is subject to certain exceptions, including any issue made pursuant to this Prospectus, an issue made on the exercise of options on issue in the Company as at the date of the Underwriting Agreement or as otherwise described in this Prospectus and an issue pursuant to an employee incentive plan, disclosed in the Prospectus.

9.7.4 Indemnity

Subject to certain exceptions relating to, among other things, gross negligence, fraud or wilful misconduct of any indemnified party, the Company agrees to keep the Joint Lead Managers and its representatives indemnified from losses suffered in connection with the Offer or the appointment and role of the Joint Lead Managers pursuant to the Underwriting Agreement.

9.8 ESCROW ARRANGEMENTS

Certain securities held by Existing Stockholders will be restricted from trading for a period of time from Listing. These restrictions are either imposed by the ASX or have been agreed to voluntarily.

In the case of ASX-imposed restrictions, the ASX requires that certain persons, such as related parties and promoters, are subject to restriction notices. These restriction notices specify the number of securities and/or options in the Company that are subject to restriction and set out the terms under which those securities may not be dealt with. The restrictions apply for the periods determined by the ASX and restrict the ability of the relevant holders to dispose of, create any security interest in, or transfer effective ownership or control of the securities. The ASX may also require similar restrictions to be imposed on other existing holders, in reliance upon a provision in the Company’s Bylaws, which may be advised to the relevant holders by the Company using a restriction notice under the Listing Rules.

A number of Existing Stockholders have also agreed to voluntary restrictions on some or all of the Stock they hold at Listing (other than CDIs acquired under the Offer). The voluntary restrictions are on similar terms to the ASX restrictions apart from period of restriction.

Tables 9.6 and 9.7 below set out the periods during which Existing Stockholders are expected to be restricted from dealing in their Stock or CDIs and Options (as applicable) pursuant to ASX mandatory restrictions and voluntary restrictions. Where an Existing Stockholders’ Stock are subject to both the ASX mandatory escrow and voluntary escrow, the Stock that is subject to ASX mandatory escrow appears in each Table.

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table 9.6: AsX mandatory escrow arrangements at Listing

escroWeD PArtY	eND oF escroW PerIoD	INDIcAtIVe NuMBer oF securItIes HeLD IN escroW1 stocK oPtIoNs
Directors and their associates3	24 months from quotation	1,544,282 8,778,9682
6K Inc.	24 months from quotation	62,282,836 0
Other	24 months from quotation	690,000 0

Notes:

1. The figures stated are indicative only and, in the case of ASX-imposed escrow, are subject to the ASX’s confirmation of the Company’s mandatory escrow arrangements.

2. The Options granted to the Directors are subject to completion of the Offer.

3. Direct interests included only.

table 9.7: Voluntary escrow arrangements at Listing

escroWeD PArtY	escroW PerIoD 11	escroW PerIoD 22	escroW PerIoD 33	totAL NuMBer oF securItIes HeLD IN escroW stocK oPtIoNs	totAL NuMBer oF securItIes HeLD IN escroW stocK oPtIoNs
Frank Roberts	0	0	1,896,589	1,896,589	0
6K Inc.	9,482,945	71,655,898	79,723,272	160,862,115	0
Warbird Capital, LLC	1,896,589	4,198,612	0	6,095,201	0
Sebastian Scripps	227,591	591,876	0	819,467	0

Notes:

1. To be released from escrowed after the Company lodges its 1H 2026 financial report.

2. To be released from escrowed after the Company lodges its FY 2026 financial report.

3. To be released from escrowed on either (i) after the Company lodges its FY 2027 financial report; or (ii) if the sixty-day volume-weighted average price of the Company’s CDI price on ASX exceeds three times the Offer Price, whichever occurs first.

The Company expects that on Listing, approximately 170,223,372 CDIs (or Stock), and 178,452,340 securities in total (i.e. also including Options) will be subject to escrow arrangements, being approximately 64% of all Stock and CDIs and 63% of all securities following the Offer.

Final details of the escrow arrangements will be announced to the ASX prior to the CDIs commencing trading on the ASX.

9.9 COMPARISON OF U.S. COMPANY LAWS AND AUSTRALIAN COMPANY LAWS

The Company is incorporated in Delaware, United States, and will be admitted to the ASX on Listing. As a result, its corporate governance and stockholder rights are governed by both United States and Australian legal frameworks. Table 9.8 provides a summary of key differences between Delaware law and Australian law.

This comparison is intended to assist investors in understanding how the Company’s legal and regulatory environment may differ from that of Australian-incorporated entities. This summary is provided for general information purposes only and does not purport to be a comprehensive or definitive statement of the relevant laws. Investors should not rely solely on this summary when making investment decisions and should seek independent legal advice as appropriate.

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table 9.8: Key differences between united states and Australian company law.

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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
transactions The DGCL and a company’s certificate of Under the Corporations Act, the
that require incorporation and bylaws govern the type of principal transactions or actions
shareholder transactions that require shareholder approval. requiring shareholder
approval approval include:
Generally, the following types of transactions will
require shareholder approval: • adopting or altering the
constitution of the company;
• amendments to the certificate of incorporation;
• appointing or removing a
• material corporate transactions such as a merger
Director or auditor;
or acquisition, the sale of all or substantially all
of the company’s assets or the dissolution of • certain transactions with related
the company; parties of the company;
• establishing stock plans and amendments • putting the company
to same; into liquidation;
• permitting interested director transactions; and • changes to the rights attached
to securities; and
• taking certain actions affecting
shareholder rights. • certain transactions affecting
share capital (for example,
Under the DGCL, amendments to a company’s
share buybacks and share
certificate of incorporation and bylaws are
capital reductions).
governed by the terms of that respective
document. See Section 9.5 for a summary of the
Company’s Certificate of Incorporation and Bylaws.
certain Section 144 of the DGCL provides procedural “safe The Corporations Act requires
transactions with harbors” for acts or transactions in which one or that a public company, or an
related parties more directors, officers or their affiliates, or entity it controls, obtain member
controlling shareholders and members of control approval before giving a financial
groups, have interests or relationships that might benefit to a related party. A related
render directors interested or not independent party includes current and recent
with respect to the act or transaction. directors, their spouses and
relatives, and entities they control.
Approval is not required if the
benefit is given on terms that
would be reasonable if the parties
were dealing at arm’s length.
ASX listed entities must also
comply with Chapter 10 of the
Listing Rules. The Listing Rules
require shareholder approval
for transactions involving related
parties, including acquisitions
or disposals of substantial assets,
issues of securities, and
director remuneration.
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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
certain Directors and officers who have an interest in an
transactions with act or transaction with the corporation or one or
related parties more of its subsidiaries, are generally protected
continued from personal liability for such act or transaction if:
(i) the material facts giving rise to such conflicts
are disclosed or are known to all members of
the board or a committee of the board and the
board or committee in good faith and without
gross negligence authorises the act or transaction
by a majority of the disinterested directors
serving on the board or such committee, or
(ii) the act or transaction is approved or ratified
in good faith by an informed, uncoerced,
affirmative vote of a majority of the votes
cast by the disinterested shareholders, or
(iii) the act or transaction is fair as to the
corporation and its share.
If a majority of directors are not disinterested
directors with respect to an act or transaction,
the DGCL requires that such act or transaction
be approved (or recommended for approval)
by a board committee consisting of two or more
directors, each of whom the board determines
is a “disinterested director” with respect to the
act or transaction.
The DGCL also provides procedural “safe harbors”
for controlling shareholder transactions.
For a “going private transaction,” the DGCL insulates
directors, officers, controlling shareholders and any
members of a control group from liability arising
from a breach of fiduciary duty if:
(i) the transaction is:
(a) approved or recommended in good faith
and without gross negligence by a majority
of disinterested directors serving on a
committee consisting of two or more
disinterested directors, which has bargaining
power and the right to reject such
transaction, and
(b) conditioned, by its terms, on the approval
or ratification by an informed and uncoerced
majority of votes cast by disinterested
shareholders, or
(ii) the transaction is fair as to the corporation
and its shareholders.
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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
certain For all other controlling shareholder transactions,
transactions with the safe harbor applies if the transaction meets any
related parties one of the three tests:
continued
(i) it is approved or recommended in good faith
and without gross negligence by a majority of
disinterested directors serving on a committee
consisting of two or more disinterested
directors, which has bargaining power
and the right to reject such transaction, or
(ii) it is conditioned, by its terms, on the approval
or ratification by an informed and uncoerced
majority of the votes cast by disinterested
stockholders, or
(iii) the transaction is fair as to the corporation
and its CDI holders.
For both going private transactions and other
controller transactions, there is no “ ab initio ”
requirement; a controller must commit to the
shareholder vote “at or prior to the time it is
submitted to the shareholders for their approval.”
The DGCL provides that controlling shareholders
(or members of a control group) will not be liable in
such capacity to the corporation or its shareholders
for monetary damages for breaches of their duty
of care to minority or unaffiliated Stockholders.
shareholders’ There is no right of shareholders to request or The Corporations Act requires
right to request requisition a meeting under the DGCL, except that directors call a general
or requisition a where the Company has failed to call an annual meeting on the request of
general meeting general meeting in time. shareholders with at least
5% of the vote that may be cast
See Section 9.5 for a summary of rights to request
at the general meeting or at least
or requisition a general meeting under the Company’s
100 shareholders who are entitled
Certificate of Incorporation and Bylaws.
to vote at a general meeting.
Shareholders with at least 5%
of the votes that may be cast
at a general meeting may also
call and arrange to hold a general
meeting at their own expense.
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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
shareholders’ At a meeting of shareholders, every holder of a The position is comparable under
right to appoint share (present in person or by proxy) is entitled the Corporations Act.
proxies to attend to one vote for each share held on the record
Under the Corporations Act,
and vote at date for the meeting on all matters submitted
a member of a company who is
meetings on to a vote of share.
entitled to attend and cast a vote
their behalf
Under the Company’s Bylaws, each shareholder at a meeting of the company’s
may appoint a proxy to attend and vote at members may appoint a person
meetings on their behalf, and no proxy shall be as the member’s proxy to attend
voted on after three years from its date unless and vote for the member at
it provides for a longer period; each proxy is the meeting.
revocable unless expressly stated otherwise
Every shareholder present in
and coupled with an interest.
person or by proxy is entitled to
The presence at the meeting (in person or one vote for each share held on
represented by proxy) of the holders of a majority the record date for the meeting
of the outstanding shares entitled to vote will on all matters submitted to a
constitute a quorum for the transaction of business. vote of shareholders.
Subject to Section 216 of the DGCL, and unless
otherwise provided by statute or applicable stock
exchange rules, any action requiring approval by
shareholders will be deemed approved if the
affirmative vote of the majority of shares present
in person or represented by proxy at the meeting
and entitled to vote on the subject matter is cast
in favour of the resolution.
changes in the The DGCL allows a majority of the shares of a class The Corporations Act allows
rights attaching or series of securities, or such other number of a company to set out in its
to shares shares as set out in a Company’s Certificate of constitution the procedure
Incorporation, to amend the rights attaching to for varying or cancelling rights
such class or series (as applicable) of securities. attached to shares in a class
of shares.
Under the Company’s Certificate of Incorporation,
most rights of the securities may be amended If a company does not have a
as provided by Delaware law, generally requiring constitution or has a constitution
approval by the Board of Directors and a majority that does not set out a procedure,
of the shares entitled to vote, unless a greater such rights may only be varied or
vote is required. However, amendments to certain cancelled by:
key provisions require the approval of at least
• a special resolution passed at
seventy-five percent (75%) of the outstanding
a meeting for a company with
voting securities.
a share capital of the class of
members holding shares in
the class; or
• a written consent of members
with at least 75% of the votes in
the class.
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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
statutory Delaware law does not allow shareholders to bring Under the Corporations Act,
shareholder legal action for oppressive or unfair conduct shareholders have statutory
protections of the Company’s affairs per se but does offer remedies for oppressive or unfair
against oppressive relief for minority shareholder oppression in conduct of a company’s affairs
conduct limited circumstances. and the court can make any
order as it sees appropriate.
shareholders’ Under the DGCL, a shareholder may bring a derivative The Corporations Act permits a
rights to bring action on behalf of a Delaware corporation where shareholder to apply to the court
or intervene in those in control of the corporation have failed for leave to bring proceedings
legal proceedings to assert a claim belonging to the corporation. on behalf of a company, or to
on behalf of the A shareholder must meet certain eligibility and intervene in proceedings to which
company standing requirements, including a requirement a company is a party for the
that the plaintiff is a shareholder of the corporation purpose of taking responsibility on
at the time of the act of which the plaintiff makes behalf of the company for those
the complaint and a requirement that the plaintiff proceedings, or for a particular
maintain his or her status as a shareholder throughout step in those proceedings.
the course of the litigation.
The court must grant the
A derivative plaintiff must also have made a demand application if it is satisfied that:
on the directors to assert the corporate claim,
• it is probable that the
unless such a demand would have been futile.
company will not itself bring
the proceedings, or properly
take responsibility for them,
or for the steps in them;
• the applicant is acting in
good faith;
• it is in the best interests of the
company that the applicant be
granted leave;
• if the applicant is applying
for leave to bring proceedings,
there is a serious question to
be tried; and
• either at least 14 days before
making the application, the
applicant gave written notice
to the company of the intention
to apply for leave and of the
reasons for applying, or the
court considers it appropriate
to grant leave.
The Corporations Act provides
that proceedings brought or
intervened in with leave must not
be discontinued, compromised
or settled without the leave of
the court.
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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
“two strikes” In the U.S., the Dodd-Frank Wall Street Reform and The Corporations Act requires
rule in relation Consumer Protection Act of 2010 (U.S.) requires that a company’s annual report
to remuneration all ‘reporting companies’ to have an advisory must include a report by the
reports shareholder vote on pay (a “say-on-pay” vote) at directors on the company’s
least once every three years. Companies must remuneration framework (called
report the results and say how they have responded a remuneration report).
to these when making decisions on pay the
A resolution must be put to
following year.
shareholders at each annual
general meeting seeking approval
for the remuneration report.
The approval is advisory only,
however, if more than 25% of
shareholders vote against the
remuneration report at two
consecutive AGMs (i.e., ‘two strikes’),
an ordinary (50%) resolution must
be put to shareholders at the
second AGM proposing that a
further meeting be held within
90 days at which all of the
directors who approved the
second remuneration report must
resign and stand for re-election.
Disclosure of Section 16 of the U.S. Exchange Act requires the The Corporations Act requires
substantial reporting of beneficial ownership of a reporting every person who is a ‘substantial
holdings company’s equity securities by (i) directors, holder’ to notify the listed
(ii) officers, and (iii) stockholders owning more company and the ASX that they
than 10% of the company’s common stock. are a substantial holder and to
give prescribed information in
In addition, the U.S. Exchange Act requires every
relation to their holding if:
person who acquires beneficial ownership of
5% or more of a U.S. reporting company’s equity • the person begins to have,
securities to disclose: or ceases to have, a substantial
holding in the company;
• how many securities are beneficially owned
by the filing person; • the person has a substantial
holding in the company and
• whether there is a movement of at least 1%
there is movement of at least
in their beneficial ownership; and
1% in their holding; or
• whether they have intent to control or influence
• the person makes a
control of the company.
takeover bid for securities
Periodic disclosure is also required on a quarterly of the company.
basis, which will identify any instances where
persons cease to have a beneficial interest in
over 5% of the equity securities.
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9. ADDITIONAL INFORMATION CONTINUED

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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
Disclosure of Under the Corporations Act a
substantial person has a substantial holding if
holdings the total votes attached to voting
continued shares in the company in which
they or their associates have
relevant interests is 5% or more
of the total number of votes
attached to voting shares in the
company, or the person has made
a takeover bid for voting shares in
the company and the bid period
has started and not yet ended.
These provisions do not apply
to the Company as an entity
established outside Australia.
However, the Company will be
required to release to the ASX any
substantial holder notices that
are filed in the U.S. To the extent
required by ASX, the Company
will inform the market, to the best
of its knowledge, if it becomes
aware of substantial holdings that
would require disclosure under
the Corporations Act as if it
applied to the Company.
How takeovers The acquisition of securities in a company is subject The Corporations Act prohibits a
are regulated to the DGCL and applicable U.S. securities laws. person from acquiring a relevant
In addition, because the Company is incorporated interest in issued voting shares in
in Delaware, the Company is governed by the a listed company if any person’s
provisions of Section 203 of the DGCL, which voting power in the company will
generally prohibits a Delaware corporation from increase from 20% or below to
engaging in any business combinations with any more than 20%, or from a starting
holder of at least 15% of a company’s capital stock, point that is above 20% and
for a period of three years following the date on below 90%.
which the stockholder became a 15% stockholder,
Exceptions to the prohibition
subject to certain exceptions.
apply (e.g. Acquisitions with
In addition, under the DGCL, the Board will have the Shareholder approval, 3% creep
ability to implement a broader range of takeover over six months and rights issues
defence mechanisms. Under U.S. federal securities that satisfy prescribed conditions).
law, certain “tender offers” to acquire shares of a
Compulsory acquisitions are
company are subject to regulations that require
permitted by persons who hold
that such offers comply with certain terms, notices,
90% or more of securities or
timing and other procedures.
voting rights in a company.
The Australian takeovers regime
will not apply to the Company as
a foreign company.
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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
reporting The Company is currently not a ‘reporting company’ From Listing, the Company will
requirements in the U.S. be a disclosing entity under the
Corporations Act.
Under the U.S. Exchange Act, the Company will
be required to become a ‘reporting company’ if, The continuous disclosure
among other things, it voluntarily lists any of its obligations require that a disclosing
securities on a U.S. national securities exchange, entity must immediately disclose
at the end of any future financial year in the future, to the market any information
it has total assets greater than US$10 million and that a reasonable person would
exceeds 2,000 holders of record in total or 500 expect to have a material effect
or more holders of record who are not ‘accredited on the price or value of its
investors’ as defined in Rule 501 of Regulation D securities. This obligation is
of the U.S. Securities Act. mirrored in Listing Rule 3.1, which
mandates prompt disclosure of
Reporting companies:
market-sensitive information to
• must file a Form 10 with the SEC; and the ASX. Exceptions apply only
where the information is
• become subject to regulation under the U.S.
confidential, concerns incomplete
Exchange Act, including filing annual, quarterly,
proposals, or disclosure would
and current reports on Forms 10-K, 10-Q and
breach the law.
8-K and having its accounts audited.
In addition to continuous
disclosure, disclosing entities
must comply with periodic
reporting requirements. These
include lodging audited annual
financial reports, half-yearly
financial reports, and directors’
reports with ASIC within prescribed
timeframes. The reports must be
prepared in accordance with
Australian Accounting Standards
and must be presented in a clear,
concise and effective manner.
The Company has obtained
certain waivers from ASIC to
enable it to use U.S. GAAP and
have its accounts audited under
U.S. audit rules until it becomes
a ‘reporting company’ in the US.
See Section 9.13 for further details.
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9. ADDITIONAL INFORMATION CONTINUED

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TOPIC DELAWARE/UNITED STATES LAW AUSTRALIAN LAW
Dissenter’s rights Section 262 of the DGCL provides rights of appraisal The Corporations Act does not
to holders of record of shares of a company if the contain general appraisal rights
company is party to a merger or consolidation, remedies, however a shareholder
subject to specified exceptions and compliance may be entitled to have the
with specified procedural requirements. In order company or a bidder acquire the
for a shareholder to demand appraisal of its holder’s shares for a fair
shares under Section 262, the shareholder: value where:
• must have continuous record ownership of the • an act or omission by majority
shares from the date of the demand for appraisal shareholders is determined
through the effective date of the merger by a court to be oppressive
or consolidation; or unfairly prejudicial to,
or unfairly discriminatory against,
• must deliver a written demand for appraisal
a minority shareholder; and
prior to the shareholders’ vote on the merger
or consolidation; • a bidder under a takeover
bid acquires more than 90% of
• must not vote in favour of the merger or
the shares in a target company,
consolidation or consent to it in writing; and
but chooses not to proceed to
• must file a petition with the Delaware Court compulsory acquisition (however,
of Chancery within 120 days after the effective the price paid will be the price
date of the merger or consolidation. paid under the takeover bid and
there is no separate assessment
Appraisal rights under Section 262 are not available
of fair value).
in various circumstances, including when the merger
or consolidation does not require the approval of
the shareholders.
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9.10 FOR U.S. RESTRICTIONS

9.10.1. U.S. Securities Law Status

The CDIs offered under this Prospectus have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States.

Accordingly, neither the CDIs nor the underlying Stock may be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

No holder of CDIs or Stock will have the right to require the Company to register its CDIs or Stock under the U.S. Securities Act.

9.10.2. Regulation S, Distribution Compliance Period, and “FOR U.S.” Designation

The Offer is being made available (i) to investors outside the United States in reliance on the exemption from registration afforded by Regulation S under the U.S. Securities Act for offers and sales made outside the United States to non-U.S. Persons and (ii) in the United States, to certain Directors of the Company in transactions exempt from the registration requirements. As a result, the CDIs issued under the Offer will be “restricted securities” under Rule 144 of the U.S. Securities Act.

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This means that an Applicant will not be permitted to sell the CDIs issued under the Offer into the United States or to a U.S. Person for a period of at least 12 months from the date of allotment of the CDIs under the Offer (Distribution compliance Period), unless the resale of the CDIs is registered under the U.S. Securities Act or an exemption is available, including resales to “qualified institutional buyers (QIBs), as defined and in compliance with Rule 144A under the U.S. Securities Act. The Distribution Compliance Period may be extended in certain circumstances.

To enforce these transfer restrictions, the Company has requested that all CDIs issued under the Offer bear a “FOR U.S.” designation under the ASX Settlement Operating Rules. This designation operates to prevent settlement of trades to U.S. Persons (other than QIBs) during the Distribution Compliance Period. ASX Participants are responsible for ensuring compliance with these restrictions. However, an Applicant will still be able to freely transfer your CDIs on the ASX to any person other than a U.S. Person (that is not a QIB). If you sell CDIs or underlying Stock pursuant to an exemption from registration, you would need to establish the availability of such an exemption at your expense.

The Company cannot provide any assurances as to when this designation will be lifted from the CDIs. If any CDIs acquired and subsequently resold by affiliates of the Company will be subject to a new Distribution Compliance Period, which may have the practical effect of extending the restriction for all CDIs.

9.10.3. Regulation S and the ASX No Action Letter

In January 2000, the SEC issued a No Action Letter to ASX with regard to initial public offerings of U.S. companies on ASX (No Action Letter). The letter provided that U.S. companies that, which had not registered their shares under the U.S. Securities Act, such as the Company, could list and offer their securities on ASX in reliance on Regulation S and subject to the additional conditions set forth in the No Action Letter.

In particular, the No Action Letter provides technical relief from CHESS compliance with certain requirements of Regulation S. Specifically, the No Action Letter permits the use of CDIs in lieu of direct legal title transfers, allowing settlement through ASX’s CHESS system without breaching U.S. restrictions on uncertificated securities, provided that the CDIs are subject to transfer restrictions and designated as “FOR” securities under the ASX Settlement Operating Rules.

The technical relief provided by the No Action Letter is subject to, among others, the following conditions:

• Offshore transaction: no offers or sales of securities may be made to a person in the United States or to U.S. Persons;

• No directed selling efforts: the Company, the Lead Manager, any of their Affiliates or any person acting on behalf of any of the foregoing must not engage in activities such as publishing or advertising in the U.S. which could have the effect of conditioning the market for the CDIs or the underlying Stock;

• Offering restrictions: the Lead Manager must agree in writing to a range of restrictions to ensure compliance with Regulation S and offering materials and documents used in connection with the Offering must contain certain disclosures;

• Distribution Compliance Period: Offers and sales may not be made to U.S. Persons or for the account or benefit of U.S. Persons for one year after the Offer; and

• Compliance with No Action Letter: the Company and brokers must comply with certain additional obligations imposed under the No Action Letter, including without limitation:

• restricting the ability for brokers to execute a transaction involving U.S. Persons;

• including restrictive legends on any certificated Stock issued to Shareholders;

• Identifying the Stock and CDIs as “restricted securities” for the purposes of U.S. securities law, including in records maintained by entities such as CUSIP Global Services and in confirmations issued to purchasers;

• sending confirmations to purchasers of Stock that their Stock are subject to Regulation S; and

• restricting the ability to transfer Stock and CDIs that are not in compliance with Regulation S.

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9. ADDITIONAL INFORMATION CONTINUED

The No Action Letter requires purchasers of CDIs pursuant to the Offer and any person who purchases CDIs in the secondary market to make certain representations about their non-U.S. status. The No Action Letter is based on certain assumptions and also requires that the Company, ASX, the CUSIP Bureau and ASX Participating Organisations (as defined below) take certain actions to comply with the requirements set forth in the No Action Letter.

9.10.4. Applicant and Purchaser Representations

All investors subscribing for CDIs under the Offer will be required to make certain representations and warranties regarding either (i) their non-U.S. Person status or (ii) in the United States, their status as Directors of the Company, and in each case their agreements regarding restrictions on resale and hedging under Regulation S in their Application for CDIs under the Offer.

As required by Regulation S and the No Action Letter, each non-U.S. Applicant will be deemed to have represented, warranted, and agreed for the benefit of the Company as follows:

• that the Applicant is not a U.S. Person and is not acting for the account or benefit of a U.S. Person. The term “U.S. Person” includes:

• any natural person resident in the United States;

• any partnership or corporation finalised or incorporated under the laws of the United States;

• any estate of which any executor or administrator is a U.S. person;

• any trust of which any trustee is a U.S. person;

• any agency or branch of a foreign entity located in the United States;

• any non-discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. person;

• any discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary finalised, incorporated, or (if an individual) resident in the United States; and

• any partnership or corporation, finalised or incorporated under the laws of any foreign jurisdiction, if formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act.

• the Applicant acknowledges and agrees that, in order to ensure that U.S. Persons do not purchase any CDIs issued under the Offer, a number of procedures governing the trading and clearing of CDIs will be implemented, including the application to the CDIs of the status of Foreign Ownership Restriction (FOR) securities under the ASX Settlement Operating Rules and the addition of the notation ‘FOR U.S.’ to the CDI description on ASX trading screens and elsewhere, which will inform the market of the prohibition on U.S. Persons that are not QIBs acquiring CDIs;

• the Applicant understands and agrees that, if in the future it decides to resell, pledge, transfer or otherwise dispose of any CDIs (or the Stock underlying those CDIs) it will only do so:

• outside the United States in an offshore transaction in compliance with Rule 904 under the U.S. Securities Act;

• pursuant to an effective registration statement under the U.S. Securities Act; or

• pursuant to an available exemption from the registration requirements of the U.S. Securities Act, and in each case in accordance with all applicable securities laws;

• the Applicant agrees not to engage in hedging transactions with regard to the CDIs (or the Stock underlying the CDIs) unless in compliance with the U.S. Securities Act; and

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• the Applicant acknowledges that the Company, the Joint Lead Managers and its affiliates will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties, and agreements and agrees that if any such acknowledgments, representations or warranties are no longer accurate, it will notify the Company immediately. Each Applicant agrees to indemnify the Company, its affiliates and their respective directors, officers, employees and advisers against any loss, damage or costs incurred and arising out of or in relation to any breach by it of the above acknowledgments, representations, warranties, and agreements.

9.10.5. On-Market Transfers and Secondary Market Procedures

During the Distribution Compliance Period, CDIs may be reoffered and resold in standard (regular) brokered transactions on the ASX where neither the seller nor any person acting on its behalf knows, or has reason to know, that the sale has been prearranged with, or that the purchaser is, a person in the United States or is, or is acting for the account or benefit of, a U.S. Person, unless that person is a QIB acquiring CDIs in one or more transactions exempt from registration under the U.S. Securities Act pursuant to Rule 144A.

9.10.6. Requirements of ASX and CUSIP Bureau

The No Action Letter requires that ASX and entities like CUSIP Bureau take certain actions in order to comply with the provisions of the No Action Letter, a summary of which is set out below:

• the CDIs issued under the Offer will be classified as FOR securities under the ASX Settlement Operating Rules and will be identified on trading screens as being on the FOR list. For this purpose, ‘Foreign Person’ will be defined as a ’U.S. Person’ and the permitted foreign ownership level will be zero. As a result, no U.S. Person other than a QIB may apply for CDIs under the Offer. If you have a CHESS HIN designated as ‘Foreign’, you may not subscribe for CDIs under the Offer. If you are not a U.S. Person but your CHESS HIN is designated as ‘Foreign’, you should contact your broker to correct the designation and provide confirmation of your non-U.S. status before subscribing for CDIs under the Offer. If for any reason CDIs are purchased by a U.S. Person that is not QIB under the Offer, the CDIs will be divested under the ASX Settlement Operating Rules;

• the ASX will widely publish an explanation of the restricted stock identifier beginning a reasonable period prior to initial quotation of the Company’s CDIs on ASX and continually thereafter;

• the CDIs will be identified in the records maintained by entities such as CUSIP Global Services, as restricted under the U.S. Securities Act, so that participants in book entry clearance facilities and others that trade the CDIs will have notice that transfers of the CDIs to U.S. Persons are restricted and must qualify under an appropriate exemption (such as re sales to QIBs pursuant to Rule 144);

• U.S. entities may not participate in the ASX market, either as brokers or as market makers;

• no ASX trading screens may be placed in the United States; and

• whilst ASX and ASX Settlement will maintain these procedures and systems,

neither the ASX or ASX Settlement is responsible for monitoring compliance with SEC requirements or U.S. law, nor is the ASX or ASX Settlement responsible to third parties for any misfeasance by the Company in relation to those procedures. If the Company breaches U.S. law, neither ASX nor ASX Settlement is responsible for those breaches.

9.10.7. Requirements of Lead Manager and ASX Participating Organisations

The No Action Letter requires that the Lead Manager and ASX Participating Organisations (being brokers that are members of ASX) (AsX Participating organisations) take certain actions in order to comply with the provisions of the No Action Letter, a summary of which is set out below:

• whether in the Offer or in secondary trading, ASX Participating Organisations must not execute a transaction on ASX in Regulation S securities if that broker knows that the purchaser is acting for the account or benefit of a U.S. Person excluding QIBs;

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9. ADDITIONAL INFORMATION CONTINUED

• in connection with any purchase of CDIs, whether in the Offer or any secondary trading, ASX Participating Organisations must make reasonable efforts to ascertain whether a purchaser is a U.S. Person or is acting for the account or benefit of a U.S. Person, and implement measures designed to assure reasonable compliance with these requirements;

• the confirmation sent to each purchaser of CDIs either in the Offer or in any secondary market trading must include a notice that the CDIs are subject to the restrictions of Regulation S; and

• any information provided by the Lead Manager to publishers of publicly available databases, such as Bloomberg and Reuters, about the terms of the issuance of the CDIs must include a statement that the CDIs have not been registered under the U.S. Securities Act and are subject to restrictions under Regulation S.

9.10.8. Requirements of the Company

The No Action Letter also requires that the issuer of the CDIs (i.e., the Company) take certain actions in order to comply with the provisions of the No Action Letter, a summary of which is set out below:

• the Company must undertake to provide notification of the Regulation S status of its CDIs in shareholder communications such as annual reports, periodic interim reports, and notices of Shareholder meetings;

• no securities subject to the restrictive legend required by Regulation S may be transferred by the Company’s transfer agent without a favourable opinion of counsel or other assurance that the transfer complies fully with the U.S. Securities Act;

• the Company will refuse to register any transfer of the CDIs (or the Stock underlying those CDIs) unless the transfer is made:

• in accordance with the provisions of Regulation S;

• pursuant to registration under the U.S. Securities Act; or

• pursuant to an available exemption from registration.

• For the purposes of Rule 903(b)(3)(iii)(B) of Regulation S, this restriction may be implemented by contract (for example, in an underwriting or placement agreement) and is not required to be included in the Company’s Bylaws. While the restriction could be included in the Bylaws, it is more common for it to be addressed contractually; and

• during the Distribution Compliance Period, the Company undertakes that any information provided by the Company to publishers of publicly available databases, such as Bloomberg and Reuters, about the term of issuance of the CDIs must include a statement that the CDIs have not been registered under the U.S. Securities Act and are subject to restrictions under Regulation S.

9.10.9. Legending Requirements

Global securities, certificates into which global securities may be subdivided and any physical certificate representing the Stock into which CDIs have been converted prior to the end of the Distribution Compliance Period must bear certain restrictive legends required under Regulation S and certain other pertinent provisions of the U.S. Securities Act and the regulations promulgated under the U.S. Securities Act. Such legends must indicate that:

• the Stock and CDIs have not been registered under the U.S. Securities Act and cannot be offered or sold into the United States or to U.S. Persons without registration under the U.S. Securities Act or an available exemption; and

• hedging transactions involving the Stock and CDIs cannot be conducted unless in compliance with the U.S. Securities Act.

Further, such legends must appear any offering material used to offer or sell CDIs, including in this Prospectus.

No Stock bearing the restrictive legend may be transferred by the CDI Registry or other transfer agent without a favourable opinion of counsel or the assurance that the transfer complies fully with the U.S. Securities Act.

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9.10.10. Transmutation (Conversion) Procedures

If a holder of CDIs wishes to transmute its CDIs into Stock, it can contact the Share Registry and request that such conversion be made. However, investors should be aware that any such Stock will remain ‘restricted securities’ (as defined in Rule 144 under the U.S. Securities Act) during the Distribution Compliance Period and that a holder of Stock will be bound by the restrictions contained in the Share Legend until such time as the Company determines it is appropriate to remove it. As indicated above, there can be no assurance that the Distribution Compliance Period will not be extended or, accordingly, that the Share Legend will ever be removed from the Stock.

If a U.S. holder of Stock wishes to transmute its Stock into CDIs, it can contact the Share Registry and request that such conversion be made. However, as with the Stock, any such CDIs will remain ‘restricted securities’ (as defined in Rule 144 under the U.S. Securities Act) during the Distribution Compliance Period.

Further, a holder that wishes to transmute its Stock into CDIs during the Distribution Compliance Period will be subject to a holding lock that will prevent the holder from transferring those CDIs back into Stock for so long as any restrictions applicable to transfers of the CDIs imposed by the ASX remain in place or such CDIs are ‘restricted securities’ as defined under Rule 144(a)(3) under the U.S. Securities Act, unless the Company otherwise determines to remove that holding lock.

As CDIs represent beneficial interests in underlying Stock, holders of CDIs transmuted from Stock will continue to be bound by the restrictions set forth in the Share Legend above to the extent they relate to their beneficial interests until the Share Legend is removed by the Company. As indicated above, there can be no assurance that the Distribution Compliance Period will not be extended or, accordingly, that the Share Legend will ever be removed from the Stock.

9.10.11. Special Rules for Affiliates

For affiliates of the Company, any CDIs transmuted from Stock will be subject to a holding lock that will prevent the holder from transferring such CDIs back into Stock for so long as any restrictions applicable to transfers of the CDIs imposed by the ASX remain in place or such CDIs are ‘restricted securities’ as defined under Rule 144(a) (3) under the Securities Act, unless the Company otherwise determines to remove such holding lock.

9.10.12. Possible Extension of Distribution Compliance Period

Due to the nature of the ASX trading system, the restricted stock identifier and associated transfer restrictions will remain on the CDIs during the Distribution Compliance Period, which is expected to last at least until one year after Settlement. The CDIs will no longer bear such restricted stock identifier and associated transfer restrictions after the Distribution Compliance Period ends, subject to approval by the ASX and delivery of certain opinions, and unless required by applicable law. The Company can provide no assurance that the restricted stock identifier will be removed following completion of the Distribution Compliance Period or that the Company will be able to deliver or obtain any required certificates or opinion to effectuate such removal. If that is the case, the restrictions imposed during the Distribution Compliance Period will continue indefinitely.

In addition, the Distribution Compliance Period may restart if, among other reasons, the Company determines to issue additional CDIs, or following the Offer an affiliate of the Company sells CDIs pursuant to Regulation S. If this were to occur, the Distribution Compliance Period would restart as at the date of such offer and sale of CDIs. Any such extension or continuation of the Distribution Compliance Period could have an adverse effect on your ability to resell the CDIs or the liquidity of, or trading price for, the CDIs on the ASX.

9.11 MATERIAL CONTRACTS

The Company considers that there are a number of contracts which are significant or material to the Company or of such a nature that an investor may wish to have details of them when making an assessment of whether to apply for CDIs. The main provisions of these contracts are summarised below. These summaries do not purport to be complete and are qualified by the text of the contracts themselves.

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9. ADDITIONAL INFORMATION CONTINUED

9.11.1 IP Licence Agreement with 6K Inc.

The Company has entered into an Amended and Restated Exclusive License Agreement with 6K Inc. dated 3 October 2025 (IP Licence Agreement), under which the Company (as has exclusive global rights to exploit 6K Inc.’s expertise, patents (Licensed Patents), and know-how necessary for the manufacture and commercialisation of powder materials for specialised industrial use (Licensed IP). The Licensed IP covers metal and metal alloy powders intended for additive manufacturing, as well as those used in conventional powder metallurgy techniques and extends to powder metal propellants.

• (term) The agreement continues until 10 years after the last to expire valid claim under the Licensed Patents.

• (IP rights) The Company holds an exclusive (including as against 6K Inc.), irrevocable, royalty-free licence, with the right to grant sublicenses (subject to certain conditions), under the Licensed IP solely to manufacture and commercialise products worldwide. 6K Inc. retains all right, title, and interest in the Licensed IP, except as expressly licensed.

• (commercialisation) The Company must use no less than commercially reasonable efforts to manufacture and commercialise the products worldwide.

• (representations and warranties) 6K Inc. further represents and warrants ownership and control of the Licensed IP, validity and good standing of the Licensed Patents, absence of conflicting licences, and absence of pending or threatened litigation or infringement notices regarding the Licensed IP.

• (Indemnities) The parties have agreed to provide mutual warranties and indemnities in respect of third-party claims. Each party indemnifies the other and its affiliates against claims arising from its own negligence, recklessness, wilful misconduct (including fraud), or breach of representations, warranties, covenants, or undertakings. The Company additionally indemnifies 6K Inc. for claims linked to the manufacture or commercialisation of products, while 6K Inc. extends its indemnity to cover failures to comply with applicable laws. In each case, the indemnity is subject to a reciprocal carve-out: it does not apply to the extent the claim results from losses for which the other party is obliged to indemnify.

• (termination rights) Either party may terminate the agreement for material breach not remedied within 60 days of notice, or if the other party becomes insolvent or bankrupt. In the event of a breach by the Company, 6K Inc. may elect to convert the licence to non-exclusive rather than terminate.

• (Applicable law) The State of Delaware, United States of America.

9.11.2 Equipment Supply Agreement with 6K Inc.

The Company has entered into an Equipment Supply and Support Agreement with 6K Inc. dated on or around the Prospectus Date (equipment supply Agreement), under which the Company may acquire UniMelt[®] machines and related support and maintenance services from 6K Inc. The key terms are as follows:

• (term): The Agreement continues for five years, unless extended by mutual agreement or terminated earlier in accordance with its terms.

• (supply and Priority): 6K Inc. must supply equipment and services as described in mutually agreed orders, treating the Company fairly and reasonably, with no less priority than other customers. Specifications are to be agreed in each order.

• (Licence rights): If 6K Inc. becomes insolvent, bankrupt, or ceases to offer equipment to the Company, the Company can require the grant of a fully paid-up, royalty-free, worldwide, non-exclusive, non-sublicensable and non-transferable licence to use all know-how and patents controlled by 6K Inc. necessary to build the equipment, solely for the Company’s internal benefit. This licence is triggered upon notice and payment of a nominal fee, and includes access to improvements necessary for manufacturing.

• (Intellectual Property and Assignment): 6K Inc. retains ownership of the licensed intellectual property but must keep the Company informed of any proposed assignment of intellectual property to third parties and ensure any assignment does not conflict with the Company’s licence rights.

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• (commercialisation and use): The Company is responsible for all costs associated with the equipment and must use commercially reasonable efforts to commercialise products manufactured using the equipment. The Company may not rent, lease, sell, sublicense, assign, distribute, or otherwise make available any such equipment to third parties without 6K Inc.’s prior written consent.

• (Warranties and Limitation of Liability): Equipment and services are provided “as is” and all warranties (express or implied) at law are disclaimed with respect to the supplied equipment . 6K Inc.’s liability is capped at the fees paid under the agreement in the preceding 12 months. The Company must obtain its own insurance for personal injury and property loss.

• (Inspection and Acceptance): The Company has 30 days after delivery to inspect and notify 6K Inc. of any non-conformity. If notified, 6K Inc. will use commercially reasonable efforts to implement available remedies from the contract manufacturer. No obligation exists to address defects after 12 months from delivery.

• (termination rights): Either party may terminate for material breach not remedied within 30 days of notice, or for insolvency or bankruptcy. 6K Inc. may also terminate on 60 days’ notice in the event of a change of control of the Company involving a competitor.

• (Governing Law): The State of Delaware, United States of America.

9.11.3 DPA Title III Grant with the Company

The Company has entered into a Technology Investment Agreement with the United States of America, acting through the Air Force Research Laboratory (AFrL), dated 5 December 2023 (DPA title III Grant). The DPA Title III Grant relates to the DPA Title III “Upcycle Waste & Scrap to Prime Units for Critical Materials” program and provides for a total project value of US$47,319,168, with the AFRL and the Company each contributing approximately 50% of the total funding. The key terms are as follows:

• (term): The DPA Title III Grant commenced on 5 December 2023 and continues for 43 months (40 months for technical effort and 3 months for final reporting), unless extended by mutual agreement or terminated earlier in accordance with its terms.

• (scope and objectives): The DPA Title III Grant supports the establishment of a domestic supply of critical materials (titanium and nickel) through the upcycling of waste and scrap. The Company is responsible for expanding and optimising its production capacity for powder and mill products, with specific technical, business, and reporting milestones set out in the statement of work issued under the DPA Title III Grant.

• (Funding and cost sharing): The total project cost is US$47,319,168, with the AFRL contributing US$23,347,084 and the Company contributing US$23,972,084 (including direct labour, overheads, equipment, subcontracting, and construction). The Company’s cost share is a condition of the DPA Title III Grant, and failure to provide the required contribution may result in a proportional reduction in Government funding.

• (Property and equipment): Title to equipment purchased with federal funds vests with the AFRL during the term of the DPA Title III Grant. The AFRL may transfer title to the Company at the end of the DPA Title III Grant, subject to satisfactory performance and ongoing obligations. Equipment purchased with Company funds remains the property of the Company, but the AFRL retains a financial interest proportional to its contribution.

• (termination): The DPA Title III Grant may be terminated by the AFRL for material breach or by either party upon written notice. In the event of termination, the AFRL is entitled to a paid-up licence in any subject invention, copyright work, and data made or developed under the DPA Title III Grant.

• (Governing Law): The DPA Title III Grant is governed by U.S. federal law, including the Defense Production Act and applicable federal regulations.

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9. ADDITIONAL INFORMATION CONTINUED

9.11.4 DLA Phase III SBIR Contract with the Company

The Company has entered into a Phase III Small Business Innovation Research (SBIR) Contract with United States of America, acting through the Defense Logistics Agency, Department of War (DLA) dated 10 April 2025 (sBIr contract), under which the Company will provide research and development services relating to the reduction of critical material imports by converting domestic sources of titanium and C-103 niobium into spherical alloy powders and ingots. The key terms are as follows:

• (term): The SBIR Contract commences on the effective date and continues for a period of ten months after the date of award, unless extended or terminated earlier in accordance with its terms.

• (compensation): The SBIR Contract is a firm-fixed-price, level-of-effort agreement with a total funded amount provided to the Company under the SBIR Contract of US$1,629,411.00. Payment is made based on the level of effort expended, as evidenced by monthly invoices by the Company.

• (scope and objectives): The Company is required to provide all necessary materials, labour, and equipment (except as otherwise specified) to perform the research and development services described in the statement of work including monthly status reports, design and operation documents, invention disclosures/patent applications, and a final project summary.

• (commercialisation and use): The SBIR Contract contemplates the demonstration of capabilities for upcycling titanium and niobium alloys, with a focus on commercialisation potential. The Company is responsible for all costs associated with the use of the developed technology and must use commercially reasonable efforts to commercialise products manufactured using the technology.

• (Intellectual Property and Data rights): Rights in non-commercial technical data and computer software developed under the contract are governed by the SBIR program’s “limited rights” and “restricted rights” provisions. The Company retains ownership of technical data and computer software developed under the contract. The DLA receives a limited, nonexclusive license to use the data for government purposes for 20 years, after which government purpose rights become perpetual. The Company may retain ownership of inventions made under the SBIR Contract, provided it discloses them to the DLA and files for patents as required. The DLA retains a nonexclusive, royalty-free license to use the invention for government purposes.

• (Assignment and subcontracting): Assignment of the SBIR Contract or any interest therein is not permitted without the prior written consent of the DLA, except as otherwise provided by law. Subcontracting is subject to applicable small business and flow-down requirements.

• (termination rights): The SBIR Contract may be terminated by the DLA for default in accordance with the relevant FAR provisions. The DLA may terminate at any time for its convenience, with the Company paid only for services rendered before the effective date of termination. The DLA may terminate for default if the Company fails to perform, and the Company may be liable for excess costs unless the failure was beyond its control.

• (Indemnities): The SBIR Contract includes standard indemnification provisions, including obligations on the Company to indemnify the DLA against certain losses arising from breaches of representations, warranties, or covenants, except to the extent caused by the DLA’s negligence or misconduct.

• (Governing Law): The SBIR Contract is governed by United States federal law, including the Federal Acquisition Regulation (FAr) and Defense Federal Acquisition Regulation Supplement (DFArs).

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9.11.5 Engagement Agreement with New Electric Partners

The Company has entered into an Engagement Letter with New Electric Partners International Pte Ltd (New electric Partners) dated 3 March 2025 (NeP engagement) for services in connection with, among other things, the Offer.

• (term): Either party may terminate by giving 30 days’ written notice. If a proposed transaction completes within 12 months after expiry or termination, New Electric Partners is entitled to its full fees.

• (Fees and expenses): The Company will pay New Electric Partners a monthly advisory fee of US$10,000. Upon Listing, New Electric Partners are also entitled to be paid a cash fee equal to 0.5% of the total funds raised in connection with the Offer. In addition, the Company will issue new Stock to New Electric Partners (or its nominee(s)) representing 0.75% of the total funds raised under the Offer, calculated using the Offer Price.

In addition, New Electric Partners may receive a fee from the Joint Lead Managers as set out in Section 9.7.1.

9.11.6 Engagement Agreement with Tribeca Capital

The Company has entered into an Engagement Letter with Tribeca Capital Advisory Pty Ltd (tribeca capital) dated 4 July 2025 (tribeca engagement) for services in connection with the Offer.

• (term): The Tribeca Engagement continues until the earlier of (i) completion of the Offer; or (ii) 31 December 2025. Either party may terminate by giving 30 days’ written notice. All fees accrued to the date of termination are payable upon termination. Additionally, any fees contingent upon subsequent events occurring after termination but arising directly from introductions or advisory services provided by Tribeca Capital prior to termination remain payable.

• (Fees and expenses):

• (Monthly Advisory Fee) Tribeca Capital is entitled to a monthly advisory fee of A$15,000 (exclusive of GST), payable from 1 July 2025 until the earlier of Listing or 31 December 2025. Of this, 50% is invoiced and payable monthly in arrears, with the remaining 50% deferred and payable upon successful completion of the Offer.

• (success Fee) Tribeca Capital will received a success fee calculated as 1% of the total funds of the Offer raised, excluding any funds invested by Tribeca Investment Partners and Tribeca Private. In addition, Tribeca will receive a commission on funds raised from Tribeca Investment Partners and Tribeca Private, which will be paid out of the aggregate fee pool due to the Joint Lead Managers.

In addition, Tribeca Capital will receive a fee from the Joint Lead Managers as set out in Section 9.7.1.

9.12 LEGAL PROCEEDINGS

The Company is from time-to-time party to various disputes and legal proceedings incidental to the conduct of its business.

As at the Prospectus Date, there are no current, pending or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company are directly or indirectly concerned which is likely to have a material adverse impact on the business or financial position of the Company.

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9. ADDITIONAL INFORMATION CONTINUED

9.13 ASIC EXEMPTIONS AND RELIEF AND ASX WAIVERS AND CONFIRMATIONS

9.13.1 ASIC exemptions and relief

ASIC has indicated in-principle that it will grant the Company the following exemptions and declarations in connection with its Offer and ASX Listing.

Relief from On-Sale Disclosure

ASIC will make a declaration under subsection 741(1)(b) of the Corporations Act to modify the operation of section 707 (as modified by ASIC Corporations (Offers of CHESS Depository Interests) Instrument 2025/180 ). As a result, offers for sale within 12 months of issue of shares of common stock or CDIs issued on exercise of Options granted under the Existing Plan do not require disclosure under Chapter 6D of the Corporations Act, provided that:

• The sale offer occurs within 12 months of the issue of the securities; and

• This Prospectus was lodged with ASIC describing the terms of the Options issued under the Existing Plan and the number of shares to be issued on their exercise.

This relief ensures that the Company is not required to issue a cleansing statement or other disclosure under the Corporations Act to enable to resale of securities issued on exercise of the Options.

Financial Reporting Relief

ASIC will make a declaration under subsection 601CK(7) of the Corporations Act that section 601CK does not apply to the Company in relation to its financial year ending 31 December 2025 and each subsequent financial year, provided certain conditions are met.

The effect of this relief is that, for so long as the Company is registered as a foreign company in Australia and listed on ASX, it is not required to prepare and lodge financial statements in accordance with Australian accounting standards and auditing standards. Instead, the Company must:

• Prepare and lodge with ASIC its key financial statements in accordance with U.S. GAAP, as would be required if it were a U.S. reporting company.

• Provide to ASX the information required under ASX Listing Rule 4.3A (Appendix 4E).

• Provide a reconciliation report to ASIC if requested, summarising material differences between U.S. GAAP and AIFRS.

This relief avoids unnecessary duplication, cost, and administrative burden, and ensures that investors receive financial information prepared under a globally recognised standard.

9.13.2 ASX waivers and confirmations

The Company has applied to ASX for in-principle advice on its suitability for admission to the Official List under Listing Rule 1.1 condition 1 and Listing Rule 1.19 ahead of lodging its application for admission to ASX.

ASX has confirmed the following:

• Based on the information provided by 6KA and the facts known at this time, ASX is not aware of any reasons that would cause 6KA not to have a structure and operations suitable for a listed entity for the purposes of Listing Rule 1.1 condition 1 or that would cause ASX to exercise its discretion to refuse admission to the official list under Listing Rule 1.19.

• It should be noted that the receipt of this advice is not a guarantee that 6KA will be admitted to the official list – it must still meet all of the requirements for admission and quotation set out in Chapters 1 and 2 of the Listing Rules to ASX’s satisfaction.

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The Company has also received ‘in principle’ advice from ASX that it will provide the confirmations and waivers described below on receipt of the Company’s application for admission to the Official List of the ASX:

• (constitution and Appendix 15A) Confirmation that the Certificate of Incorporation and Bylaws satisfy the requirements of Listing Rule 1.1, condition 2, on the basis that the Bylaws contain the provisions set out in Appendix 15A of the Listing Rules.

• (Voting eligibility – record Date) Waiver from Listing Rule 6.10.3 to the extent necessary to permit the Company to determine the record date for voting eligibility at shareholder meetings in accordance with Delaware law and the Company’s Bylaws, rather than the timing prescribed by the Corporations Regulations.

• (options – Historical option Plan) Waiver from Listing Rules 6.16 and 7.22 to the extent necessary to allow Options issued under the Existing Plan not to require the rights of the option holder to be changed to comply with the Listing Rules as they apply to a reorganisation of capital.

• (Director Nominations) Confirmation that the Bylaws are treated as its “constitution” for the purposes of determining the date for accepting nominations for the election of directors pursuant to Listing Rule 14.3.

• (casual Vacancy – Director tenure) Waiver from Listing Rule 14.4 to the extent necessary to permit a director appointed by the Board to fill a casual vacancy or as an additional director to hold office beyond the next annual meeting after that person’s appointment, if the term of office of the class of director into which that person has been appointed expires at a later annual meeting, in accordance with the Certificate of Incorporation and Bylaws.

• (Financial reporting standards) Confirmation for the purposes of Listing Rule 19.11A that, as a Delaware-incorporated entity, the Company may prepare its accounts in accordance with U.S. GAAP and have its accounts audited under U.S. auditing standards by a U.S. Public Company Accounting Oversight Board registered auditor, and will not be required to provide a statement reconciling its accounts to Australian accounting standards or other international accounting standards.

9.14 TAXATION CONSIDERATIONS

9.14.1 Australian Taxation Implications of Investing Under the Offer

The Australian taxation information provided below is a summary of certain relevant Australian income tax, GST and stamp duty considerations arising from investing under the Offer. The summary is general in nature and is not intended to be a complete statement of all potential tax implications for each investor or to be relied upon as tax advice.

The precise implications of ownership or disposal of the CDIs will depend upon each investor’s specific circumstances. Investors should seek their own independent professional tax advice on the taxation implications of holding and disposing of the CDIs, taking into account their specific circumstances.

The information in this taxation summary has been prepared on the basis that investors are Australian tax residents who hold a portfolio interest in the Company (broadly, direct or indirect entitlements to distributions of profits or capital of, and voting rights in, the Company totalling less than 10%) and hold their CDIs on capital account for Australian income tax purposes.

This summary does not consider the tax consequences for investors who:

• are non-Australian tax residents or dual tax residents;

• hold their CDIs on revenue account or as trading stock or carry on a business of trading in securities;

• are exempt from Australian income tax;

• are subject to Division 230 of the Income Tax Assessment Act 1997 (Cth) (the Taxation of Financial Arrangements (TOFA) regime), the managed investment trust regime or a concessional tax regime;

• are insurance companies or banks; or

• are CDI holders who acquire their CDIs in return for services (including under employee share or option schemes).

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9. ADDITIONAL INFORMATION CONTINUED

Further, this information does not address the Australian tax consequences that arise if an Australian tax resident investor has a taxable presence (including a permanent establishment or branch) in the United States. The following summary is based on the relevant Australian taxation and stamp duty laws as at the Prospectus Date. These laws, and their interpretation by the courts, are subject to change from time to time, including a change with retrospective effect. To the maximum extent permitted by law, the Company, its officers, and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of acquiring or disposing of CDIs issued under this Prospectus.

This Section 9.14 does not constitute financial product advice as defined in the Corporations Act and is confined to Australian income tax, GST and stamp duty issues only. Taxation is only one of the matters investors need to consider when making a decision about their investments. Investors should consider taking advice from a licenced advisor, before making a decision about their investments.

9.14.1.1 Tax residence of the Company

The Company was incorporated in Delaware in the United States and is a resident of the United States for tax purposes. Generally, a foreign company can also be considered a resident of Australia for tax purposes if it carries on business in Australia and either has its central management and control in Australia or its voting power controlled by residents of Australia. The Company is not expected to be a tax resident of Australia.

9.14.1.2 Dividends paid on Securities – Australian resident individuals, complying superannuation entities and corporate investors

Dividends paid to Australian tax resident CDI holders will constitute assessable income of that CDI holder in the year the dividend is derived for taxation purposes (including under a dividend reinvestment plan as relevant). Australian tax resident CDI holders who are individuals, complying superannuation entities, or corporate investors are required to include the dividend in their assessable income (subject to the application of exemptions) in the year the dividend is paid.

On the basis that the Company is not an Australian tax resident company, franking credits will not attach to any dividends paid by the company and such CDI holders will generally be taxed at their marginal rate on the dividend received with no franking credit tax offset.

Withholding tax in the United States will generally be payable on any dividends paid by the Company to Australian tax resident CDI holders. The Double Taxation Agreement between Australia and the United States however may limit U.S. dividend withholding tax to 15% where the requirements for the reduced rate outlined further below are satisfied. Where the dividend has been subject to withholding tax in the United States and included in the CDI holder’s assessable income, the amount included in the assessable income of an Australian tax resident CDI holder should be the gross amount of the dividend, (that is the amount received, grossed up for the amount of withholding tax paid).

A foreign income tax offset may be available to an Australian tax resident CDI holder for the United States withholding tax deducted and remitted to the United States tax authorities, subject to certain limits. Foreign income tax offsets are generally limited to the greater of A$1,000 or the Australian income tax that would be payable (subject to certain assumptions) on the net income of which foreign tax is paid.

CDI holders should seek their own independent professional tax advice as to whether any tax offset for U.S. withholding tax deducted in relation to the dividend paid may be obtained. An individual CDI holder will pay tax on the dividend (net of any allowable deductions) at their marginal tax rate. A complying superannuation fund (which includes self managed superannuation funds) will pay tax at the rate of 15%. A corporate investor will pay tax at the applicable corporate tax rate of 30%, unless the company qualifies for the lower base rate entity rate of 25%.

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9.14.1.3 Dividends paid on Securities – trusts and partnerships

CDI holders who are trustees (other than trustees of complying superannuation entities or trusts that are treated in a similar manner to companies for Australian income tax purposes) or partnerships should include the dividend in determining the net income of the trust or partnership in the year in which the dividend is paid. The relevant beneficiary or partner may be required to include in their assessable income the amount of the dividend to which they are presently entitled (for beneficiaries of a trust) or that is equal to their share of the dividend income (for partners).

On the basis that the Company is not an Australian tax resident, franking credits will not attach to any dividends paid by the Company.

Where the dividend has been subject to withholding tax in the United States, the amount included in the net income of the trust or partnership should be the gross amount of the dividend (that is, the amount received, grossed up for the amount of withholding tax paid in the United States).

The relevant beneficiary or partner may be entitled to a foreign income tax offset for the United States withholding tax deducted in relation to the dividend paid. Where available, the amount of the foreign income tax offset should be equivalent to the beneficiary or partner’s share of the withholding tax deducted and remitted to the United States tax authorities, subject to certain limits. Foreign income tax offsets are generally limited to the greater of A$1,000, or the Australian income tax that would be payable subject to certain assumptions on the net income on which foreign tax is paid.

CDI holders, and relevant beneficiaries and partners, should seek their own independent professional tax advice as to whether any tax offset for U.S. withholding tax deducted in relation to the dividend paid may be obtained.

9.14.1.4 Disposal of CDIs

The disposal of CDIs by a CDI holder who holds the CDIs on capital account will be a capital gains tax event (CGT event) in the year in which the CDI holder enters into the contract for the disposal, or where there is no contract the year of disposal.

A capital gain will arise to the extent the capital proceeds on disposal (the amount received or deemed to be received) exceeds the cost base of the CDI. Broadly, the cost base of the CDI will be the amount paid to acquire the CDI plus any non-tax deductible transaction costs incurred in relation to the acquisition or disposal of the CDI (for example, brokerage and legal fees). In the case of an arm’s length on-market sale, the capital proceeds will generally be the cash proceeds received from the sale of the CDIs.

A capital loss will be realised where the reduced cost base of the CDI exceeds the capital proceeds from disposal. Capital losses may only be offset against capital gains realised by the CDI holder in the same income year or future income years, subject to certain loss recoupment tests being satisfied. Capital losses cannot be offset against other assessable income.

Generally, all capital gains and losses made by a CDI holder for an income year, together with any available net capital losses carried forward from an earlier income year, will need to be aggregated to determine whether the CDI holder has made a net capital gain or net capital loss for the year. A net capital gain is included in a CDI holder’s assessable income, subject to available current year or prior year carried forward losses.

If the CDI holder is required to pay tax in another jurisdiction in respect of the disposal of their CDI, that CDI holder should seek their own independent professional tax advice as to the Australian income tax implications, including whether any foreign income tax offset may be obtained.

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9. ADDITIONAL INFORMATION CONTINUED

9.14.1.5 Capital Gains Tax (CGT) discount

A CGT discount may be available to reduce the net capital gain where the CDI holder is an individual, complying superannuation entity or trustee of a trust, and the CDIs have been held for at least 12 months (excluding the date of acquisition and date of disposal for CGT purposes) prior to the CGT event. Companies are not entitled to the CGT discount. Where the CGT discount applies, any capital gain arising to individuals and entities acting as trustee other than a trust that is a complying superannuation entity may be reduced by 50% after offsetting any available current year or prior year losses. For complying superannuation entity, any capital gain may be reduced by 33 1/3%, after offsetting any available current year or prior year losses.

Where the CDI holder is a trustee of a trust that has held (for income tax purposes) the CDI for at least 12 months before disposal, the CGT discount may flow through to the beneficiaries of the trust if those beneficiaries are not companies and are Australian tax residents. Investors that are trustees (and the beneficiaries of any corresponding trust) should seek specific advice regarding the tax consequences of distributions to beneficiaries who may qualify for discounted capital gains.

If the Company makes a distribution to CDI holders that is classified as a return of capital will generally reduce the cost base of the CDI for CGT purposes. To the extent that the return of capital exceeds the CDI holder’s cost base in the CDI, the excess will be treated as a capital gain at the time the distribution is made. CDI holders should seek their own independent professional tax advice regarding the tax consequences of any return of capital, having regard to their particular circumstances.

9.14.1.6 GST considerations

Australian GST should not be payable in respect of the issue, acquisition, disposal or transfer of the CDIs, or in respect of dividends or other distributions. However, GST may be payable on brokerage fees.

CDI holders may not be entitled to claim full input tax credits in respect of any GST paid on costs incurred in connection with the acquisition or disposal of their CDIs. Separate GST advice should be sought by investors in respect to their particular circumstances.

9.14.1.7 Stamp duty considerations

On the basis that the Company is not a landholder for stamp duty purposes in any Australian jurisdiction, CDI holders should not be liable for stamp duty in any Australian state or territory on the issue or allotment of the CDI as part of the Offer. Under current stamp duty legislation, no stamp duty would ordinarily be payable by CDI holders on any subsequent transfer or disposal of the CDIs.

Investors should seek their own advice as to the impact of stamp duty in their own particular circumstances.

9.14.2 U.S. Tax Implications of Investing Under the Offer

The following is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of CDIs offered pursuant to the Offer. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, does not address the potential application of the Medicare contribution tax on net investment income, the alternative minimum tax, or the special tax accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (code), and does not address any U.S. federal non income tax consequences such as estate or gift tax consequences or any tax consequences arising under any state, local, or non-U.S. tax laws, or any other U.S. federal tax laws. This discussion is based on the Code and applicable U.S. Treasury Regulations promulgated thereunder, judicial decisions and published rulings, and administrative pronouncements of the Internal Revenue Service (Irs), all as in effect as of the Prospectus Date. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

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This discussion is limited to non-U.S. holders (as defined below) that subscribe for CDIs in the Offer and that hold CDIs as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including:

• certain former citizens or long-term residents of the United States;

• partnerships or other entities or arrangements treated as partnerships, S corporations or other pass through entities, or disregarded entities for U.S. federal income tax purposes (and investors therein);

• “controlled foreign corporations” as defined in Section 957(a) of the Code;

• “passive foreign investment companies” as defined in Section 1297(a) of the Code;

• corporations that accumulate earnings to avoid U.S. federal income tax;

• banks, financial institutions, investment funds, insurance companies, brokers or dealers in securities;

• persons who have elected to mark securities to market;

• tax exempt organisations and governmental organisations;

• tax qualified retirement plans;

• persons that acquired CDIs through the exercise of options or otherwise as compensation or through a tax qualified retirement plan;

• persons that acquired CDIs pursuant to the exercise of warrants or conversion rights under convertible instruments;

• persons who hold shares that constitute “qualified small business stock” under Section 1202 of the Code, or “Section 1244 stock” under Section 1244 of the Code;

• persons who acquired CDIs in a transaction subject to the gain rollover provisions of the Code (including Section 1045 of the Code);

• persons that own, or have owned, actually or constructively, more than 5% of the Company’s Shares;

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; and

• persons holding CDIs as part of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy or integrated investment.

If an entity or arrangement treated as a partnership or other pass through entity for U.S. federal income tax purposes holds CDIs, the tax treatment of a partner, member or other beneficial owner in such entity or arrangement will generally depend upon the status of the partner, member or another beneficial owner, the activities of the entity and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of an entity or arrangement treated as a partnership or other pass through entity for U.S. federal income tax purposes holding CDIs, you should consult with your tax advisor regarding the tax consequences of the ownership and disposition of CDIs.

This discussion is for information purposes only and is not tax advice. Investors should consult their tax advisors regarding the particular us federal income tax consequences to them of acquiring, owning, and disposing of CDIs, as well as any tax consequences arising under any state, local, or non-us tax laws and any us federal non-income tax laws, or under any applicable income tax treaty.

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9.14.2.1 Treatment of CDIs

Although it is not entirely free from doubt, a CDI should be treated as a share for U.S. federal income tax purposes. However, due to differences in the voting rights available to CDI holders versus the holders of a share, the IRS may not agree that a CDI should be treated as a share for U.S. federal income tax purposes. Investors should consult their tax advisors regarding the proper treatment of a CDI. The remainder of this discussion assumes that a CDI is treated as a share for U.S. federal income tax purposes.

9.14.2.2 Tax Considerations Applicable to Non-U.S. Holders

(a) Definition of non-U.S. Holder

A ‘non-U.S. Holder’ is a beneficial holder of CDIs who is neither a partnership or other pass through entity or arrangement for U.S. federal income tax purposes nor:

• an individual who is a United States citizen or resident of the United States for United States federal income tax purposes;

• a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organised under the law of, the United States or any state or political subdivision thereof;

• an estate the income of which is subject to United States federal income tax purposes regardless of its source; or

• a trust (i) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (ii) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

(b) Distributions on CDIs

If the Company makes cash or other property distributions on CDIs, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts that exceed such current and accumulated earnings and profits and, therefore, are not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s tax basis in the CDIs, but not below zero. Any amount distributed in excess of that tax basis will be treated as gain realised on the sale, exchange or other taxable disposition of CDIs and will be treated as described under the section titled “Gain on sale, exchange or other taxable disposition of CDIs” below.

Subject to the discussions below regarding effectively connected income, backup withholding, and Sections 1471 through 1474 of the Code (FAtcA) (see section 9.12.2.2(e)), dividends paid to a non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income tax treaty. To obtain a reduced treaty rate of withholding under an income tax treaty, a non-U.S. Holder generally will be required to furnish the Company or the applicable withholding agent with a properly executed IRS Form W-8BEN or IRS Form W-8BEN E (or other appropriate form, or applicable successor form) certifying such holder’s qualification for the reduced rate under that treaty. This certification must be provided to the Company or the applicable withholding agent before the payment of dividends and must be updated periodically. In the case of a non-U.S. Holder that is an entity, U.S. Treasury Regulations and the relevant tax treaty provide rules to determine whether, for purposes of determining the applicability of the tax treaty, dividends will be treated as paid to the entity or to those holding an interest in the entity. If a non-U.S. Holder holds CDIs through a financial institution or other agent acting on its behalf, the non-U.S. Holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or the applicable withholding agent, either directly or through other intermediaries.

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The U.S. federal income tax discussion set out above does not address the tax consequences for holders who hold CDIs in connection with the conduct of a trade or business in the United States, or whose ownership of CDIs is otherwise effectively connected with a U.S. trade or business (including, where relevant, a permanent establishment or fixed base in the United States). Such holders may be subject to different U.S. tax rules, including the potential application of U.S. federal income tax on a net income basis and, in the case of foreign corporations, the branch profits tax. Holders in these circumstances should consult their own independent tax advisers regarding the U.S. federal, state and local tax consequences applicable to their particular situation.

Non-U.S. Holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may be able to obtain a refund of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

(c) Gain on sale, exchange or other taxable disposition of CDIs

Subject to the discussions below regarding backup withholding and FATCA (see section 9.12.2.2(e)), a non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realised on the sale, exchange or other taxable disposition of CDIs, unless:

• the gain is effectively connected with the non-U.S. Holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. Holder in the United States;

• the non-U.S. Holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

• the CDIs constitute a “United States real property interest,” by reason of the Company’s status as a United States real property holding corporation (usrPHc), for U.S. federal income tax purposes at any time within the shorter of the five year period preceding the disposition or the non-U.S. Holder’s holding period for the CDIs.

Determining whether we are a USRPHC depends on the fair market value of the Company’s U.S. real property interests relative to the fair market value of our other trade or business assets and our foreign real property interests. Even if the Company is or was to become a USRPHC, gain arising from the sale or other taxable disposition of CDIs by a non-U.S. Holder will not be subject to U.S. federal income tax if the CDIs are “regularly traded” (as defined by applicable U.S. Treasury Regulations) on an established securities market, and such non-U.S. Holder owned, actually and constructively, 5% or less of the CDIs throughout the shorter of the five year period ending on the date of the sale or other taxable disposition or the non-U.S. Holder’s holding period. Investors are encouraged to consult their own tax advisors regarding the possible consequences to them if the Company is, or were to become, a USRPHC.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. Holder that is a foreign corporation may also be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. A non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty) on gain realised upon the sale, exchange or other taxable disposition of CDIs, but may be offset by certain U.S. source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses. Non U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

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9. ADDITIONAL INFORMATION CONTINUED

(d) Information reporting and backup withholding

Annual reports are required to be filed with the IRS and provided to each non-U.S. Holder indicating the amount of distributions on CDIs paid to such holder and the amount of any tax withheld with respect to those distributions. These information reporting requirements apply regardless of whether such distributions constitute dividends and even if no withholding was required. This information may also be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. Holder resides or is established. Backup withholding, currently at a 24% rate, generally will not apply to payments to a non-U.S. Holder of dividends on or the gross proceeds of a sale, exchange or other taxable disposition of CDIs, provided the non-U.S. Holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN E, or IRS Form W 8ECI, or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a U.S. Person who is not an exempt recipient.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. Holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. Holder’s U.S. federal income tax liability, if any.

(e) FATCA

FATCA imposes a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless certain specific requirements are met. These requirements may include entering into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies.

FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non financial foreign entity unless such entity provides the withholding agent with a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies.

The FATCA regime is complex and its application depends on the particular circumstances of each investor, including their status as a foreign financial institutions, non-financial foreign entities, or otherwise. Investors who are subject to FATCA, including, but not limited to, foreign financial institutions, certain investment entities, and entities with substantial U.S. owners, may be subject to different or additional U.S. tax obligations than those described in this summary.

Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in CDIs.

9.15 CONSENT TO BE NAMED AND STATEMENT OF DISCLAIMERS OF RESPONSIBILITY

Each of the parties listed below in this Section 9.15, to the maximum extent permitted by law, expressly disclaims all liabilities in respect of, makes no representations regarding and takes no responsibility, for any statements in or omissions from this Prospectus, other than the reference to its name in the form and context in which it is named and a statement or report included in this Prospectus with its consent as specified below.

Each of the parties listed below has given and has not, at the time of lodgement of this Prospectus with ASIC, withdrawn its written consent to the inclusion of statements in this Prospectus that are specified below in the form and context in which the statements appear:

• Bell Potter has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Joint Lead Manager to the Offer in the form and context in which it is named;

• Morgans has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Joint Lead Manager to the Offer in the form and context in which it is named;

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• New Electric Partners has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Financial Adviser to the Company in connection with the Offer in the form and context in which it is named;

• Tribeca Capital has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Financial Adviser to the Company in connection with the Offer in the form and context in which it is named;

• Lander & Rogers has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Australian legal adviser (other than in relation to taxation matters) to the Company in relation to the Offer in the form and context in which it is named;

• Wiggin and Dana LLP has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as U.S. legal adviser (other than in relation to U.S. securities and taxation matters) to the Company in relation to the Offer in the form and context in which it is named;

• RSM Australia has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Investigating Accountant to the Company in relation to the Financial Information in the form and context in which it is named and to the inclusion of its Investigating Accountant’s Report set out in Section 8 in the form and context in which it appears in this Prospectus;

• RSM U.S. has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus auditor to the Company in connection with the Offer in the form and context in which it is so named;

• EY has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as tax adviser to the Company in connection with the Offer in the form and context in which it is so named;

• Computershare Investor Services Pty Limited has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as CDI Registry in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of this Prospectus other than being named the CDI Registry. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus;

• Computershare Trust Company, N.A. has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Share Registry in the form and context in which it is named. Computershare Trust Company, N.A. has had no involvement in the preparation of any part of this Prospectus other than being named the Share Registry. Computershare Trust Company, N.A. has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus; and

• Additive Manufacturing Research has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as an industry consultant to the Company in relation to the industry section in the form and context in which it is named and to the inclusion of its Industry Report in which it appears in this Prospectus.

9.16 GOVERNING LAW

This Prospectus and the contracts that arise from the acceptance of the Applications and bids under the Prospectus are governed by the laws applicable in Victoria and each Applicant submits to the exclusive jurisdiction of the courts of Victoria.

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9. ADDITIONAL INFORMATION CONTINUED

9.17 STATEMENT OF DIRECTORS

This Prospectus is authorised by each Director of the Company who consents to its lodgement with ASIC and its issue.

This Prospectus is signed for and on behalf of the Company by:

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David seldin Chairperson

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10. GLOSSARY

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10. GLOSSARY

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TERM MEANING
6KA or company 6K Additive, Inc., a Delaware Corporation issuing the Prospectus and making the Offer.
AAs or Australian Australian Accounting Standards and other authoritative pronouncements issued by
Accounting the AASB.
standards
AAsB Australian Accounting Standards Board.
Additive A manufacturing process that builds objects layer by layer from metal powders or
Manufacturing other materials, including sub-processes such as powder bed fusion and binder jetting.
or AM
AI aluminium. a lightweight, corrosion-resistant metal widely used in alloys
and manufacturing.
Appendix an appendix to this Prospectus.
Applicant a person who submits an Application.
Application an application made to subscribe for CDIs offered under this Prospectus.
Application Form an application form attached to or accompanying this Prospectus (including an electronic
form provided by an online application facility).
Application the amount of money submitted or made available by an Applicant in connection
Monies with an Application.
AsIc Australian Securities and Investments Commission.
AsIc Act Australian Securities and Investments Commission Act 2001 (Cth).
AsX ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange that it operates,
as the context requires.
AsX the ASX Corporate Governance Council’s Corporate Governance Principles and
recommendations Recommendations (4th Edition).
AsX settlement ASX Settlement Pty Limited ABN 49 008 504 532.
AsX settlement the settlement operating rules of ASX Settlement.
operating rules
Audit and the committee named as such and established by the Board as described at Section 6.5.5.1.
risk committee
Automic Automic Company Secretarial Pty Ltd.
A$ or AuD the Australian dollar, being the lawful currency of Australia.
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TERM MEANING
Bell Potter Bell Potter Securities Limited.
Board the board of Directors of the Company.
Broker any ASX participating organisation selected by the Joint Lead Managers and the Company
to act as a broker to the Offer.
Broker Firm offer the offer of CDIs under this Prospectus to Australian resident retail clients who have
received a firm allocation from their Broker provided that such clients are not in the
United States as described in Section 7.
Broker offer an application form attached to or accompanying this Prospectus (including any
Application Form electronic form provided by an online application facility) in respect of the Broker
Firm Offer.
Business Day a day on which ASX is open for trading securities, and banks are open for general banking
business in Melbourne.
Bylaws the bylaws of the Company and, where the context requires, includes the Certificate
of Incorporation, in effect at Listing.
cAGr compound annual growth rate.
cDIs CHESS Depositary Interests over shares of common stock in the Company in the ratio
of one CDI over one share of common stock.
cDI Holder a holder of CDIs.
cDI registry Computershare Investor Services Pty Limited.
cDN CHESS Depositary Nominees Pty Ltd, ASX subsidiary acting as depositary nominee for CDIs.
ceo Chief Executive Officer.
certificate of the certificate of incorporation of the Company.
Incorporation
cFo Chief Financial Officer.
chairperson David Seldin.
cHess Clearing House Electronic Subregister System operated in accordance with the
Corporations Act.
closing Date the date on which the Offer is expected to close, being Thursday, 27 November 2025.
co cobalt, a hard, lustrous, silver-gray metal used in superalloys, batteries, and as an alloying
element for improved strength and corrosion resistance.
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10. GLOSSARY CONTINUED

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TERM MEANING
coA a certificate of analysis which is a document certifying that a batch of powder
or product meets specified chemical and physical requirements.
committee committees established by the Board, including the Audit and Risk Committee
and Nomination and Remuneration Committee.
corporations Act Corporations Act 2001 (Cth).
cr chromium, a hard, corrosion-resistant metal used in stainless steel, coatings,
and high-purity electrical applications.
cY calendar year ended/ending 31 December (as applicable).
Directed energy an additive manufacturing process where focused thermal energy (laser, electron beam,
Deposition or DeD or plasma arc) is used to fuse materials by melting as they are deposited.
Director a member of the Board.
DGcL Delaware General Corporation Law.
DPA title III Grant the agreement described in Section 9.11.3.
eBIt earnings before interest and tax.
eBItDA earnings before interest, tax, depreciation, depletion and amortisation.
eMB or electron an additive manufacturing process using an electron beam to melt metal powder layer
Beam Melting by layer, typically for high-value aerospace and medical parts.
existing those Stockholders who hold Existing Stock immediately prior to Listing.
stockholder(s)
existing stock(s) Stock held by all Existing Stockholder immediately prior to Listing.
existing Plan the 2019 share plan employee incentive plan adopted by the Company on
27 November 2019 as amended and restated and as described at Section 6.3.4.
expiry Date 13 months after the date of the Original Prospectus.
exposure Period the seven day period commencing after lodgement of this Prospectus with ASIC during
which no Applications may be accepted, which may be extended by ASIC for up to an
additional seven days.
FAtcA U.S. Foreign Account Tax Compliance Act.
Fe iron, a common metal, base for steel and many alloys, widely used in construction
and manufacturing.
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TERM MEANING
Financial Pro Forma Historical Financial Information and Reported Historical Financial Information.
Information
FY year to 31 December.
FY23 and FY24 financial years ended 31 December 2023 and 31 December 2024 respectively.
Gst Goods and services tax, as defined in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth).
HDH or Hydride a process for producing metal powders by hydrogenating and then dehydrogenating
– DeHydride metals, often used for titanium and zirconium.
Historical the Statutory Historical Financial Information together with the Pro Forma
Financial Historical Information.
Information
HIN Holder Identification Number.
HY24 half financial years ended 30 June 2024.
HY25 half financial year ending 30 June 2025.
IAsB International Accounting Standards Board.
IFrs International Financial Reporting Standards.
IN625 or a nickel-based superalloy known for its high strength, excellent corrosion resistance,
Inconel 625 and ability to withstand extreme temperatures.
IN718 or a nickel-chromium superalloy with high strength, corrosion resistance, and excellent
Inconel 718 weldability, especially at high temperatures.
Industry Data data relating to industries, segments, sectors, and channels in which the
Company operates.
Industry report the industry overview contained in Annexure C prepared by Additive Manufacturing
Research in connection with the Offer.
Institutional An application form attached to or accompanying this Prospectus (including any
Application Form electronic form provided by an online application facility) in respect of the
Institutional Offer.
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TERM MEANING
Institutional investors who are persons:
Investor
• in Australia who are either “sophisticated investors” or “professional investors” under
sections 708(8),708(10) or 708(11) of the Corporations Act;
• in Hong Kong, a “professional investor” (as defined in the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong);
• in Singapore, an “institutional investor” or an “accredited investor” (as such terms are
defined in the Securities and Futures Act 2001 of Singapore (“SFA”));
• in the United Kingdom, (i) a “qualified investor” within the meaning of Article 2(e) of the
UK Prospectus Regulation and (ii) within the categories of persons referred to in Article
19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended; or
• an institutional investor in certain other jurisdictions, as agreed between the Company
and the Joint Lead Managers, to whom offers of Shares may lawfully be made without
the need for a lodged or registered prospectus or other form of disclosure document
or filing, registration or qualification with, or approval by, any governmental agency
(except one with which the Company is willing, in its absolute discretion, to comply).
Institutional offer the invitation to Institutional Investors to acquire CDIs under this Prospectus, as described
in Section 7.4.
Investigating RSM.
Accountant
Investigating the Investigating Accountant’s Report and financial services guide prepared by the
Accountant’s Investigating Accountant and set out in Section 8.
report
IP Licence The amended and restated intellectual property licence agreement between the
Agreement Company and 6K Inc. dated 3 October 2025 as described at Section 9.11.1.
IPo initial public offering.
Joint Lead Bell Potter and Morgans.
Managers or JLMs
LPBF or an additive manufacturing process using a laser to selectively fuse metal powder particles
Laser Powder layer by layer to build complex parts.
Bed Fusion
Listing admission of the Company to the Official List and quotation of the CDIs.
Listing rules listing rules of ASX as amended, modified or waived from time to time.
Management management team of the Company.
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TERM MEANING
Mo molybdenum, a refractory metal with a high melting point, used in alloys for strength
and heat resistance, especially in aerospace and energy sectors.
Morgans Morgans Corporate Limited.
Nb niobium, a refractory metal used in high-temperature alloys, superconductors,
and aerospace applications.
New Incentive the employee equity incentive plan adopted by the Company on or around the
Plan Prospectus Date as described at Section 6.3.3.
New stockholders Stockholders issued CDIs as part of the Offer.
Ni nickel, a corrosion-resistant metal used in stainless steel, superalloys, and batteries.
Ni625 has the same meaning as IN625 or Inconel 625.
Niobium c103 a high-temperature niobium-based alloy used in aerospace, especially for rocket
engine components and space propulsion due to its excellent strength and ductility
at elevated temperatures.
Nomination and the committee named as such and established by the Board as described at
remuneration Section 6.5.5.2.
committee
NPAt net profit after tax.
oeM a company that produces parts or equipment that may be marketed by
another manufacturer.
offer the offer to subscribe for CDIs under this Prospectus, comprising the Institutional
Offer and the Broker Firm Offer.
offer During the Offer Period on 1300 850 505 (toll-free within Australia) or +61 3 9415 4000
Information Line (outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday
(excluding public holidays).
offer Period the period from Wednesday, 12 November 2025 to Thursday, 27 November 2025 (subject
to change as in accordance with this Prospectus).
offer Price A$1.00.
official List the official list of entities that ASX has admitted to and not removed from Listing.
PM or Powder manufacturing solid metal parts from metal powders, typically by compacting
Metallurgy and sintering.
Policy a corporate governance policy adopted by the Board.
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TERM MEANING
Pro Forma 6KA’s pro forma historical consolidated cash flow statements for FY23, FY24, HY24
Historical and HY25.
cash Flows
Pro Forma Pro Forma Historical Cash Flows, Pro Forma Historical Income Statements, Pro Forma
Historical Historical Statement of Financial Position.
Financial
Information
Pro Forma 6KA’s pro forma historical consolidated income statements for FY23, FY24, HY24 and HY25.
Historical Income
statements
Pro Forma 6KA’s pro forma historical consolidated statement of financial position with pro forma
Historical adjustments as of 30 June 2025.
statement of
Financial Position
Prospectus this document (including the electronic form of this document) and any supplementary
or replacement prospectus in relation to this document.
Prospectus Date the date on which a copy of this Prospectus (being a replacement prospectus) was lodged
with ASIC, being Tuesday, 11 November 2025.
QIB “qualified institutional buyer” as defined in Rule 144A under the US Securities Act.
regulation s Regulation S under the U.S. Securities Act.
related Body has the meaning given in the Corporations Act.
corporate
reported 6KA’s reported historical consolidated income statements for FY23, FY24, HY24 and HY25.
Historical
cash Flows
re rhenium, a rare, high-melting-point metal used in superalloys for aerospace and
high-temperature applications.
reported Reported Historical Cash Flows, Reported Historical Income Statements, Reported
Historical Historical Statement of Financial Position.
Financial
Information
reported 6KA’s reported historical consolidated income statements for FY23, FY24, HY24 and HY25.
Historical Income
statements
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TERM MEANING
reported 6KA’s reported historical consolidated statement of financial position as of 30 June 2025.
Historical
statement of
Financial Position
rsM or rsM us RSM Corporate Australia Pty Ltd or RSM U.S. LLP respectively.
sBIr contract Phase III Small Business Innovation Research contract described in Section 9.11.4.
sec United States Securities and Exchange Commission.
settlement settlement in respect of the CDIs the subject of the Offer, occurring as described
in the Underwriting Agreement.
share Legend certain restrictive legends that Stock held in book-entry or certificated form, including
those held by CDN, the depositary nominee, and any physical certificate or book-entry
representing the Stock into which CDIs have been converted prior to the end of the
restriction period, must bear as required under Regulation S and certain other pertinent
provisions of the U.S. Securities Act and the regulations promulgated under the U.S.
Securities Act.
share registry Computershare Trust Company, N.A.
sintering the process of heating compacted powder below its melting point to bond particles
together and densify the part.
spot customers small to mid-sized buyers who provide shorter-cycle revenue and support rapid
adoption, typically with repeat, small-volume orders.
srN Securityholder Reference Number.
stock shares of common stock in the Company.
stockholder a holder of Stock.
stockholding a holding of Stock.
successful a person who submits an Application to subscribe for CDIs offered under this Prospectus
Applicant And who is issued CDIs
super users customers operating fleets of 25 or more additive manufacturing printers, including
printer OEMs, print bureaus, and end-part manufacturers.
ta or tantalum a refractory metal used in electronics, aerospace, and high-temperature alloys due
to its corrosion resistance and high melting point.
tantalum-2.5W tantalum alloyed with 2.5% tungsten, a high-strength, high-temperature alloy used
in aerospace, nuclear, and chemical processing industries for its excellent corrosion
resistance and mechanical properties.
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TERM MEANING
ti or titanium a strong, lightweight, corrosion-resistant metal used in aerospace, medical,
and industrial applications.
ti-6Al-4V or ti-64 titanium-6% aluminum-4% vanadium alloy, a titanium alloy, offering an excellent
combination of strength, light weight, corrosion resistance, and biocompatibility.
Used in aerospace, medical implants, and high-performance engineering.
underwriting the underwriting agreement dated on or around the Prospectus Date between the Joint
Agreement Lead Managers and the Company as described in Section 9.7.
usrPHc United States Real Property Holding Corporation.
uniMelt [®] microwave plasma technology for producing high-purity, high-performance metal
powders from scrap or recycled feedstock.
united states the United States of America.
or u.s. or usA
u.s. exchange Act United States Securities Exchange Act of 1934, as amended.
u.s. GAAP U.S. Generally Accepted Accounting Principles.
u.s. GAAs auditing standards generally accepted in the U.S.
u.s. Person has the meaning given to it in Rule 902(k) under Regulation S.
u.s. securities Act United States Securities Act of 1933, as amended.
VIGA a vacuum induction gas atomiser which is equipment used for producing metal powders
by atomizing molten metal using a vacuum induction process.
W tungsten, a refractory metal with the highest melting point of all elements, used in
high-temperature, aerospace, and defense applications.
Zr zirconium, a corrosion-resistant metal used in nuclear reactors, chemical processing,
and as an alloying agent in specialty alloys.
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APPENDIX A – SIGNIFICANT ACCOUNTING POLICIES

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APPENDIX A – SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial information of 6KA have been prepared on a standalone basis. The financial information has been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the historical financial position, results of operations, members’ deficit and cash flows of 6KA. The financial information of 6KA include the assets, liabilities, revenues and expenses of 6KA that management has determined are specifically identifiable to the additive business, such as those related to commercial activities, direct internal and external R&D activities as well as leases and fixed assets specifically identifiable to the additive business.

USE OF ESTIMATES

The preparation of 6KA’s financial information in conformity with GAAP requires 6KA to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial information, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the financial information include, but are not limited to, those related to allocation of expenses, impairment of long-lived assets and goodwill, leases, allowance for credit losses, revenue recognition and valuation of inventories. Significant estimates also include the accounting for business combinations, including the purchase price allocation and valuation of goodwill, intangible assets, and contingent consideration. 6KA bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, 6KA evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

CASH

6KA considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Accounts receivable is unsecured, recorded at net realizable value, and do not bear interest. Accounts receivable are considered past due if not paid within the terms established between 6KA and the customer. Amounts are only written off after all attempts at collections have been exhausted. 6KA determines the need for an allowance for credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information. 6KA extends credit to customers based on its evaluation of the customer’s financial condition. 6KA does not require that any collateral be provided by its customers.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject 6KA to concentrations of credit risk consist primarily of cash and accounts receivable. 6KA has a potential concentration of credit risk in that it maintains deposits with a financial institution in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The maximum deposit insurance amount is $250,000 for interest and non-interest-bearing accounts, which is applied per depositor, per insured bank for each account ownership category. 6KA has not experienced any losses on its deposits since its inception.

6KA’s revenues and accounts receivable are generated from customers domestically and internationally. Significant customers are those which represent 10% or more of revenue or accounts receivable.

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ACCOUNTS RECEIVABLE FACTORING

6KA has entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis. These transactions result in a reduction in accounts receivable because the agreements transfer effective control over, and risk related to, the receivables to the buyers. 6KA’s factoring agreements do not allow for recourse in the event of uncollectability, and 6KA does not retain any interest in the underlying accounts receivable once sold. Accounts receivable balances sold are removed from the balance sheets and cash received is reflected as cash provided by operating activities in the statements of cash flows. Factoring related financing expense is recorded to other expense.

INVENTORIES

Inventories, which primarily consist of raw materials, work-in-process, and finished goods, are carried at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. Net realizable value is determined based on sales transactions at or around the balance sheet date. The cost of inventory includes product cost, labor costs, overhead costs, shipping costs, and taxes. 6KA assesses inventory periodically for potential impairment. Specific considerations for valuing inventory include age, condition, usability, and replacement cost. Write-offs of potentially slow-moving or damaged inventory are recorded based on management’s analysis of inventory levels, forecasted future sales volume and pricing and through specific identification of obsolete or damaged products.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognised using the straight-line method over the estimated useful life of each asset, as follows:

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ProPertY AND eQuIPMeNt estIMAteD useFuL LIFe
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Building and building improvements	5-39 years
Machinery and equipment	3-7 years
Laboratory equipment	5 years
Office furniture and equipment	5 years
Leasehold improvements	Shorter of remaining lease term or estimated asset life

Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expenses as incurred. When assets are retired or otherwise disposed of, the cost of these assets and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are included in loss from operations in the period of disposal. Costs for capital assets not yet placed into service are capitalised as construction-in-progress and depreciated once placed into service.

BUSINESS COMBINATIONS

6KA accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognised at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognised as goodwill, which is not amortised for accounting purposes but is subject to testing for impairment at least annually. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates.

During the measurement period, which extends no later than one year from the acquisition date, 6KA may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the statements of operations as operating expenses or income.

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APPENDIX A – SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Contingent consideration payable in a business combination is measured and recorded at fair value on the acquisition date as part of the allocation of the purchase consideration. The fair value of contingent obligations to make additional payments in connection with an acquisition, based on the attainment of certain specified financial performance measures, are measured at each reporting period until resolution of the contingency, with changes in fair value reflected in the income statement as other expense (income), net. The determination of the fair value requires management to use subjective judgments as to the probability and timing of the attainment of the specified financial performance measures. The determination of the fair value of contingent considerations obligation is particularly sensitive to judgments relative to the probability of achieving the specified financial performance measures.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets include property and equipment, definite-lived intangible assets and right-of-use assets associated with 6KA’s lease agreements. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that 6KA considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, 6KA compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognised in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows.

GOODWILL

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognised as goodwill.

Goodwill is evaluated for impairment annually on October 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Factors considered important, on an overall company basis, that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the 6KA’s use of the acquired assets or 6KA’s strategy for its overall business, or significant negative industry or economic trends.

In connection with the evaluation of goodwill for impairment, 6KA may first consider qualitative factors to assess whether there are any indicators to suggest it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. If after assessing such factors or circumstances, 6KA determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. If 6KA chooses to bypass the qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then 6KA will perform a quantitative assessment. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognised for the excess of the reporting unit’s carrying value over its fair value. 6KA continues to monitor and evaluate the financial performance of our business, including the impact of general economic conditions, to assess the potential for the fair value of the reporting unit to decline below its book value.

There can be no assurance that, at the time future impairment tests are completed, a material impairment charge will not be recorded.

INTANGIBLE ASSETS

Intangible assets include those acquired in a business combination which are recognised at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired.

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Intangible assets are reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortised over their estimated useful lives. Intangible assets include developed technology, customer relationships, trade names and non-compete agreements obtained through business acquisitions. Amortization of intangible assets with finite lives is calculated on a straight-line basis based on the following estimated useful lives:

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INtANGIBLe Assets estIMAteD useFuL LIFe
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Developed technology	10	years
Customer relationships	7	years
Trade names	7	years
Non-compete agreements	5	years

LEASES

At the inception of an arrangement, 6KA determines whether the arrangement is or contains a lease based on the circumstances present. 6KA previously adopted an accounting policy which provides that leases with an initial term of one year or less and no purchase option that 6KA is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its balance sheet. 6KA previously elected an accounting policy not to separate lease and non-lease components for all underlying asset classes.

Leases with a term greater than one year are recognised on the balance sheet as right-of-use assets, current lease liabilities, and lease liabilities. 6KA includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding right-of-use assets are recorded based on the present values of lease payments over the lease terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, 6KA utilises the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralised basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are excluded from the lease liability and are recognised as incurred. Lease contracts do not include residual value guarantees, nor do they include restrictions or other covenants. Certain adjustments to the right-of-use assets may be required for items such as initial direct costs paid, incentives received or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, 6KA would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset.

FAIR VALUE MEASUREMENTS

6KA follows the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

6KA’s contingent consideration liability is carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above.

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APPENDIX A – SIGNIFICANT ACCOUNTING POLICIES CONTINUED

GRANTS

6KA recognises grants or subsidies from governments and other organisations as a receivable within prepaid expenses and other current assets when it is probable that 6KA will comply with any conditions attached to the grant arrangement and the grant will be received. 6KA evaluates the conditions of each grant as of each reporting period to determine whether it is probable that 6KA has met the conditions of each grant arrangement. Grants are recognised in the income statement on a systematic basis over the periods in which 6KA recognised the related costs for which the grant is intended to compensate. When government grants are related to reimbursements for capital expenditures, the grants are recognised as a reduction of property and equipment in the balance sheets, and thereby a future reduction of depreciation expense, and when the grants relate to operating expenses, the grants are recognised as a reduction of the related operating expense within the statements of operations. In the statement of cash flow, 6KA records cash reimbursements received related to capital expenditures (construction, equipment, and advances) within the investing section of the cash flow and all operating-related expense reimbursement (i.e. salaries and related) within the operating section of the cash flow. 6KA records grant receivables in the balance sheets in prepaid expenses and other current assets or other non-current assets, depending on when the amounts are expected to be received from the government agency.

Title to all property and equipment purchased by 6KA with federal funds vests with the government throughout the agreement. The government may elect to transfer title to all (or some) of the property and equipment to 6KA at the end of the agreement, if 6KA’s performance is satisfactory, and subject to compliance with specific criteria set forth in the award’s terms.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including costs for salaries and bonuses, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, equity-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged in the design, testing, operations and enhancement of 6KA’s technology, and other costs. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial information as prepaid or accrued expenses.

REVENUE RECOGNITION

6KA accounts for revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), as amended. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaboration arrangements.

Under ASC 606, 6KA recognises revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration which 6KA expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that 6KA determines are within the scope of ASC 606, 6KA applies the following five steps: (1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. Taxes imposed by governmental authorities on 6KA’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

For a contract with multiple performance obligations, 6KA allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using 6KA’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available 6KA may use third party pricing for similar products or estimate the standalone selling price. Allocation of the transaction price is determined at the contract’s inception.

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Product Revenue

6KA derives product revenue primarily from the manufacture and sale of metals compacts used in the aluminum industry as alloy additions and metal powders used by the additive manufacturing industry. For metals compacts and powders sold by 6KA, control transfers to the customer at a point in time. To indicate the transfer of control, 6KA must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service.

6KA recognises accounts receivable at the point in time at which it has an unconditional right to payment. Revenue is only recognised for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. 6KA does not enter into significant financing arrangements or other forms of variable consideration except for, in limited circumstances, rights of return for product sales if agreed to by 6KA. There are no contract assets or liabilities arising from product revenue.

Service Revenue

6KA generates revenue from the execution of research and development projects involving the testing, production and processing of critical materials. 6KA enters into research and development contracts with government agencies and commercial customers, which are generally priced on a fixed price or time and materials basis. Service revenue also includes certain research and development contracts that are entered into by the Parent and the work is performed by 6KA on their behalf.

Generally, revenues from research and development contracts are recognised based upon the cost-to-cost measure of progress, provided that the contract meets the criteria associated with transferring control of the good or service over time. However, 6KA evaluates the proper revenue recognition on a contract-by-contract basis, as each contract generally contains terms specific to the underlying agreement which may result in differing performance obligations and payment terms. For revenue recognised under the cost-to-cost measure of progress basis, 6KA continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, 6KA records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment. Modifications to contract specifications or requirements are, in most cases, for services that are not distinct and therefore are accounted for as if they were part of the original contract.

The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognised will not occur. At the end of each subsequent reporting period, as required under ASC 606, 6KA re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

Contract assets arise from unbilled amounts in customer research and development arrangements when revenue recognised exceeds the amount billed to the customer and 6KA’s right to payment is conditional on factors other than the passage of time. 6KA includes contract assets within accounts receivable in the accompanying balance sheets. Deferred revenues represent 6KA’s obligation to transfer goods or services to a customer for which it has received consideration (or has the unconditional right to receive consideration) from the customer.

6KA analyses its research and development arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, 6KA first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. 6KA’s policy is generally to recognise amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. To date, there have been no transactions within the scope of ASC 808.

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APPENDIX A – SIGNIFICANT ACCOUNTING POLICIES CONTINUED

SHIPPING AND HANDLING FEES AND COSTS

Shipping and handling fees billed to customers for product shipments are recorded in product revenue in the accompanying statements of operations. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying statements of operations.

COST OF REVENUE

Product cost of revenue primarily consists of costs for materials and associated freight, shipping and handling costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognised as product revenue in the period. Cost of revenue for research and development services primarily consist of salaries and other personnel costs, materials and associated freight, contractor cost, overhead and other direct costs. Costs incurred to obtain contracts with customers are not significant. 6KA does not recognise any assets associated with incremental costs of obtaining a contract with a customer (such as sales commissions). There are no deferred contract costs.

ADVERTISING EXPENSE

Advertising expenses consist primarily of costs incurred in promoting and marketing 6KA’s brand and services offered. Costs associated with 6KA’s advertising are expensed as incurred and are included in selling, general, and administrative expenses of the accompanying statements of operations.

EQUITY-BASED COMPENSATION

6KA measures all equity-based awards granted to employees and directors based on the fair value on the date of the grant, determined using the Black-Scholes option-pricing model, and recognises compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. 6KA issues equity-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method.

6KA is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected common unit volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded common unit price. The expected term of 6KA’s common unit options has been determined utilising the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of common unit options granted to non-employee consultants is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that 6KA has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

In addition, due to the absence of an active market for 6KA’s common units, 6KA utilised methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation to estimate the fair value of its common units. The fair value of common unit options granted was determined based upon a variety of factors, including 6KA’s financial position, historical performance and operating results, 6KA’s production capacity and customer demand, external market conditions affecting the additive manufacturing industry, the lack of marketability of 6KA’s common units and the prospects of a liquidity event and the analysis of initial public offering and market performance of similar companies as well as recently completed mergers and acquisition of peer companies. Significant changes to the key assumptions underlying the factors used could result in different fair values of 6KA at each valuation date.

For equity-based awards issued to non-employee consultants, 6KA measures the awards based on the fair value on the date of the grant, determined using the Black-Scholes option-pricing model. Compensation expense for these awards is recognised over the related service period.

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6KA has elected to recognise forfeitures as they occur. 6KA has not issued any equity-based awards with performance-based or market-based vesting conditions.

6KA classifies equity-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Certain employees of 6KA participate in the Parent’s equity-based compensation plans. equity-based compensation expense of 6KA related to these plans is recognised through allocations based on methodologies that management believes are consistent and reasonable, utilizing headcount supporting 6KA and other organisational activities based on where the employees reside, as appropriate.

INCOME TAXES

6KA is a pass-through entity for income taxes purposes and, as such, is not subject to income taxes. Any taxable income or loss generated by 6KA is passed through to, and included in the taxable income or loss of, its members, including 6K Inc.

SEGMENT REPORTING

6KA adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), as of January 1, 2023. See the recently adopted accounting pronouncements section below for more information.

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. 6KA’s CODM is its President and 6KA manages its operations as two reportable segments, Powder and Alloy, for the purposes of assessing performance and making operating decisions.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

As described previously, 6KA is expected to become an independent, publicly traded company listed on the ASX. Therefore, the adoption dates for the accounting pronouncements described below are those required of public companies, which 6KA has followed in the accompanying financial information.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), an amendment on measurement of credit losses on financial assets held by at each reporting date. The guidance requires the use of a new current expected credit loss (“CECL”) model in estimating allowances for doubtful accounts with respect to accounts receivable. The CECL model requires that 6KA estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. Effective January 1, 2023, 6KA adopted ASU No. 2016-13 and the adoption of this standard did not have a material impact on 6KA’s financial information.

Effective January 1, 2023, 6KA retrospectively adopted ASU 2023-07 on an annual basis, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items. ASU 2023-07 also requires public entities with a single reportable segment to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in FASB ASC Topic 280, Segment Reporting. 6KA will adopt ASU 2023-07 on an interim basis beginning January 1, 2024. 6KA does not expect the impact of the adoption of this standard on an interim basis to be material to its financial statements or disclosures.

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APPENDIX A – SIGNIFICANT ACCOUNTING POLICIES CONTINUED

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

As described previously, 6KA is expected to become an independent, publicly traded company listed on the ASX. Therefore, the adoption dates for the accounting pronouncements described below are those required of public companies, which 6KA has followed in the accompanying financial information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in their tax rate reconciliations, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 6KA does not expect the impact of the adoption of this standard to be material to its financial information or disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. 6KA does not expect the impact of the adoption of this standard to be material to its financial information or disclosures.

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CORPORATE DIRECTORY

REGISTERED OFFICE

Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808 United States

INVESTIGATING ACCOUNTANT

RSM Corporate Australia Pty Ltd

Level 27, 120 Collins Street Melbourne VIC 3000 Australia

PRINCIPAL PLACE OF BUSINESS

541 Steubenville Pike, Burgettstown, PA 15021 United States

PROPOSED ASX CODE

6KA

AUSTRALIAN LEGAL ADVISER

Lander & Rogers

Level 15, 477 Collins Street Melbourne VIC 3000 Australia

AUDITOR

RSM U.S. LLP

80 City Square Boston, MA 02129 United States

TAX ADVISER

EY

8 Exhibition Street Melbourne VIC 3000 Australia

CDI REGISTRY

U.S. LEGAL ADVISER

Wiggin and Dana LLP

One Century Tower 265 Church Street New Haven, Connecticut 06510 United States

Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Australia

SHARE REGISTRY

Computershare Trust Company, N.A.

JOINT LEAD MANAGERS AND UNDERWRITERS

Bell Potter Securities Limited

Level 29, 101 Collins Street Melbourne VIC 3000 Australia

Morgans Corporate Limited

Level 25, 367 Collins Street Melbourne VIC 3000 Australia

150 Royall Street Canton, Massachusetts 02021 United States

IPO OFFER INFORMATION LINE

1300 850 505 (toll-free within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday (excluding public holidays)

WEBSITE

www.6kadditive.com

www.colliercreative.com.au #6KA0001

6K Additive, Inc. | Prospectus

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