Aqua Metals (AQMS) Proxy Filing summary

Executive summary

• Entered into a binding term sheet to acquire all equity interests of Lion Energy, a U.S.-based energy storage company, for up to $100 million in a mix of cash, stock, and earn-out consideration.

• The acquisition aims to create a vertically integrated platform spanning energy storage, software, battery materials, and recycling.

• Lion Energy generated approximately $50 million in revenue in 2025, providing immediate scale and market presence.

• The transaction is expected to close in Q2 2026, subject to due diligence, regulatory, and shareholder approvals.

• Lion Energy will operate as a wholly owned subsidiary, retaining its executive and management team.

Voting matters and shareholder proposals

• The transaction requires approval by the board and shareholders, with a proxy statement to be filed for investor review.

• Executive officers and directors may be deemed participants in the proxy solicitation.

Board of directors and corporate governance

• Post-closing, the board will initially have five members: three current independent directors, the CEO, and Lion Energy’s majority owner.

• Up to two additional independent directors may be appointed, subject to governance processes and regulatory requirements.