Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statements.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not intended to represent the consolidated results of operations or financial position of the combined company that would have been derived recorded had the merger been completed as of the dates presented and should not be taken as representative of future results of operations or financial position of the combined company. The unaudited pro forma condensed combined financial statements do not reflect the impacts of any potential operational efficiencies, cost savings or economies of scale that the combined company may achieve with respect to the combined operations of the Company and Sidewinder. Additionally, the pro forma statements of operations do not include non-recurring expenses or gains and the related tax effects that result directly from the Merger. The Merger represents a change of control as defined under the Company’s 2012 Omnibus Long-Term Incentive Plan, which will result in the vesting or forfeiture of all of the Company’s outstanding stock-based compensation awards. This will result in a non-cash charge estimated at $2.6 million that is not reflected in these unaudited pro forma condensed combined financial statements. The Merger is reflected in the unaudited pro forma condensed combined financial statements using the acquisition method of accounting. As such, the total estimated purchase price as described in Note 3, was measured at the closing date of the Merger using the market price of the Company’s common stock on that date. The assets and liabilities of Sidewinder have been adjusted to fair value based on various preliminary estimates using assumptions that the Company’s management believes are reasonable and using information that is currently available. Additional information may become available that could materially affect these estimates. Further, many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. To the extent these preliminary estimates are refined and revised based on updated information, materially different values may result. An excess of the purchase price over the estimated fair values of identified assets and liabilities will be allocated to goodwill, while a shortfall will be recognized as a bargain purchase gain. Further review of Sidewinder’s accounting policies and financial statement presentation may result in revisions to Sidewinder’s historical audited consolidated presentation and classification to conform to the Company’s presentation and classification. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements of Verso included the Company and accompanying notes filed in our the Company’s Annual Report on Form 10-K for the year ended December 31, 20142017, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, as well as Sidewinder’s historical financial statements and accompanying notes included in Exhibit 99.3 of the Company’s Form 8-K/A. Certain financial statement line items included K filed in NewPage’s historical presentation have been disaggregated or condensed July 31, 2018 and Exhibit 99.3 to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statements.this Form 8-K.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements acquisition of Verso included SynGen was accounted for in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed accordance with the Securities and Exchange Commission and acquisition method of accounting for business combinations with Cesca as the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentationaccounting acquirer. For the The unaudited pro forma condensed combined financial statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact were based on the historical total assetsfinancial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, total liabilitiesas well as certain reclassifications, or stockholders’ equity reported by Verso or NewPage. The reclassifications also pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not impact acquire under the Asset Acquisition Agreement. SynGen’s historical earnings from continuing operationsstatements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using accordance with the acquisition method of accountingaccounting for business combinations, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the liabilities assumed have been measured at estimated fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined ” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of the measurement datethose assets. The Many of these fair value measurements utilize estimates based on key assumptions in connection with can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the NewPage acquisitionsame facts and circumstances, including historical could develop and current market datasupport a range of alternative estimated amounts. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined condensed financial statements. Although management believes statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization may result from realization of such purchase price allocation will not operating synergies expected to result in material changes from the preliminary purchase price allocation included in acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the accompanying Pro Forma StatementsTransaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016.

Basis of Presentation. The Pro Forma Statements have been derived from accompanying unaudited pro forma condensed combined financial information was prepared based on the historical audited financial statements of Ring and the historical consolidated financial statements of Verso included Stronghold. The Stronghold Acquisition has been accounted for as an asset acquisition in our Annual Report accordance with ASC 805. The fair value of the consideration paid by Ring and allocation of that amount to the underlying assets acquired, on Form 10-K a relative fair value basis, will be recorded on Ring’s books as of the date of the closing of the Stronghold Acquisition. Additionally, costs directly related to the Stronghold Acquisition are capitalized as a component of the purchase price. The Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended Six Months Ended June 30, 2022 and the Year Ended December 31, 20142021 were prepared assuming the Stronghold Acquisition occurred on January 1, previously filed with 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the Securities Stronghold Acquisition had occurred on June 30, 2022. The unaudited pro forma condensed combined financial information and Exchange Commission related notes are presented for illustrative purposes only. If the Stronghold Acquisition and other transactions contemplated herein had occurred in the historical audited financial statements of NewPagepast, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPageCompany’s historical presentation operating results might have been disaggregated or condensed to conform to corresponding financial statement line items included materially different from those presented in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationfinancial information. The reclassification unaudited pro forma condensed combined financial information should not be relied upon as an indication of these items operating results that the Company would have achieved if the Stronghold Acquisition and other transactions contemplated herein had no impact taken place on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operationsspecified date. In addition, future results may vary significantly from the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been results reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results the Company will have after the contemplation of the Stronghold Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial statementsinformation. Although management believes In Ring’s opinion, all adjustments that are necessary to present fairly the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statementsunaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K M&M Acquisition is being accounted for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso business combination using the acquisition method of accountingaccounting under US GAAP, in accordance with business combination accounting guidance under GAAP. Under these accounting standardsthe provisions of ASC 805, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the which requires assets acquired and liabilities assumedassumed to be recorded at their acquisition date fair value. ASC 820, Verso has applied Fair Value Measurements, defines the accounting guidance under GAAP for term “fair value measurements. Fair value is defined value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value measurements utilize estimates based on key assumptions in connection with of M&M Business’ assets to be acquired and the NewPage acquisitionliabilities to be assumed and the related allocations of purchase price. Therefore, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described allocation of the purchase price as reflected in the accompanying notes to the preliminary unaudited pro forma condensed combined condensed financial statementsstatements is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. Although management believes that The final allocation of the purchase price will be determined after completion of the M&M Acquisition and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the preliminary purchase price allocation estimated fair value amounts could have a significant impact on the preliminary unaudited pro forma condensed combined financial statements contained herein is reasonable, there and our future results of operations and financial position. There can be no assurance that such finalization of such purchase price allocation will not result in material changes from changes. Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform M&M Business’ accounting policies to Celanese’s accounting policies. Upon completion of the M&M Acquisition, or as more information becomes available, Celanese will perform a more detailed review of M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and M&M Business as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021. All amounts presented within these notes to the preliminary purchase price allocation included unaudited pro forma condensed combined financial statements are in the accompanying Pro Forma Statementsmillions, except per share data.

Basis of Presentation. The Pro Forma Statements have been derived from accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical audited consolidated financial statements of Verso included Vital Energy, including the 2023 Acquisitions, and Point in our Annual Report accordance with Article 11 of the SEC’s Regulation S-X. Vital Energy is acquiring substantially all the assets of Point. The Point Acquisition has been assumed to be an asset acquisition for purposes of these unaudited pro forma condensed combined financial statements in accordance with Accounting Standards Codification Topic 805 (“ASC 805”). The fair value of the consideration paid by Vital Energy and the allocation of that amount to the underlying assets acquired is recorded on Form 10-K a relative fair value basis. Additionally, costs directly related to the Point Acquisition are capitalized as a component of the purchase price. Certain of the historical amounts for the Point Acquisition have been reclassified to conform to the financial statement presentation of Vital Energy. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024 and the year ended December 31, 2014, previously filed with 2023 give effect to the Securities and Exchange Commission Point Acquisition and the historical audited 2023 Acquisitions as if they had been completed on January 1, 2023. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024 was prepared as if the Point Acquisition had occurred on June 30, 2024. The unaudited pro forma condensed combined financial statements of NewPageinformation and related notes are presented for illustrative purposes only. If the Point Acquisition and other transactions contemplated herein had occurred in the past, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPageVital Energy’s historical presentation operating results might have been disaggregated or condensed to conform to corresponding financial statement line items included materially different from those presented in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationfinancial information. The reclassification unaudited pro forma condensed combined financial information should not be relied upon as an indication of these items operating results that Vital Energy would have achieved if the Point Acquisition and other transactions contemplated herein had no impact taken place on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operationsspecified date. In addition, future results may vary significantly from the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been results reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results Vital Energy will have after the contemplation of the Point Acquisition and the other transactions contemplated by the unaudited pro forma condensed combined financial statementsinformation. Although management believes For income tax purposes, the Point Acquisition will be treated as an asset purchase such that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included tax bases in the accompanying Pro Forma Statementsassets and liabilities will generally reflect the allocated fair value at closing. In Vital Energy’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined financial statements of operations, depreciation, amortization, and depletion expense has been conformed to were prepared in accordance with generally accepted accounting principles in the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out United States (“LIFOU.S. GAAP”) and Verso’s accounting policy the regulations of First in First Out the U.S. Securities and Exchange Commission (the “FIFOSEC”) is not expected and are intended to show how the Acquisition might have a significant impact affected the historical financial statements if the Acquisition had been completed on cost January 1, 2022 for the purpose of products soldthe statement of operations for the six months ended June 30, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy2022. The NewPage acquisition is reflected in Acquisition will be accounted for as a business combination, with the Pro Forma Statements Company treated as an acquisition of NewPage by Verso using the “acquirer” and VCN treated as the “acquired” company for financial reporting purposes. Under the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been of an acquisition allocated as described in Note 4 to the Pro Forma Statements, net tangible and the intangible assets acquired and the liabilities assumed have been measured at is based on their estimated fair valuevalues. For the purpose of measuring the estimated fair value Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information assumed is based on various preliminary estimates. Accordingly, the assumptions, pro forma adjustments are preliminary and eliminations described in have been made solely for the accompanying notes to the purpose of providing this unaudited pro forma combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statementsinformation and the Company’s future results of operations and financial position. Although management believes that The unaudited pro forma condensed combined financial information includes certain reclassifications to conform the preliminary purchase price allocation historical financial statement presentation of VCN to the Company. See “Note 3 – Reclassifications and Conforming Basis Adjustments” herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from for additional information on the preliminary purchase price allocation reclassifications. Certain disclosures normally included in the accompanying Pro Forma Statementsfinancial statements prepared in accordance with U.S. GAAP have been condensed or omitted in these unaudited pro forma condensed combined financial statements as permitted by SEC rules and regulations.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K M&M Acquisition is being accounted for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso business combination using the acquisition method of accountingaccounting under US GAAP, in accordance with business combination accounting guidance under GAAP. Under these accounting standardsthe provisions of ASC 805, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the which requires assets acquired and liabilities assumedassumed to be recorded at their acquisition date fair value. ASC 820, Verso has applied Fair Value Measurements, defines the accounting guidance under GAAP for term “fair value measurements. Fair value is defined value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value measurements utilize estimates based on key assumptions of M&M Business’ assets acquired and the liabilities assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined condensed financial statementsstatements is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. Although management believes that The final allocation of the purchase price will be determined after completion of the detailed valuation studies and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the preliminary purchase price allocation estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial statements contained herein is reasonable, there and our future results of operations and financial position. There can be no assurance that such finalization of such purchase price allocation will not result in material changes from changes. Celanese’s and the preliminary purchase price allocation included M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the accompanying Pro Forma StatementsM&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. As more information becomes available, Celanese will perform a more detailed review of the M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and the M&M Business as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense financial information has been conformed to the Verso presentation. prepared in accordance with Article 11 of SEC Regulation S-X. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy Acquisitions are being accounted for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have as a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso business combination using the acquisition method of accountingaccounting under U.S. GAAP, in accordance with business combination accounting guidance under GAAP. Under these accounting standardsthe provisions of ASC 805, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma StatementsBusiness Combinations, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the which requires assets acquired and liabilities assumedassumed to be recorded at their acquisition date fair value. ASC 820, Verso has applied Fair Value Measurements, defines the accounting guidance under GAAP for term “fair value measurements. Fair value is defined value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of at the measurement date. The fair .” Fair value measurements utilize can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates based on key assumptions the same facts and circumstances. Talen has not completed the detailed valuation studies necessary to determine the fair value of the Freedom and Guernsey assets to be acquired and liabilities to be assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined condensed financial statementsinformation is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. Although management believes that The final allocation of the purchase price will be determined after completion of the Acquisitions, which determination will entail, among other things, the determination of the estimated fair value of assets and liabilities and associated tax adjustments. Any adjustments to the preliminary purchase price allocation herein is reasonable, there estimated fair value amounts could have a significant impact on the pro forma financial information and ▇▇▇▇▇’s future results of operations and financial position. There can be no assurance that finalization such final allocation of such the purchase price allocation will not result in material changes from changes. The historical financial statements of Freedom and Guernsey (together, the preliminary purchase price allocation included “Acquired Entities”), and TEC were each prepared in accordance with U.S. GAAP. As discussed in Note 3, certain reclassifications have been made to align Talen and the accompanying Pro Forma StatementsAcquired Entities’ financial statement presentations for purposes of preparing the pro forma financial information. However, the Company believes it has identified all material adjustments necessary to conform the Acquired Entities’ accounting policies to those of Talen. Upon completion of the Acquisitions, or as more information becomes available, ▇▇▇▇▇ will perform a more detailed review of all accounting policies. As a result of that review, Talen may identify differences between the accounting policies of the companies, requiring conforming adjustments which could have a material impact on the combined company’s financial information. There were no material intercompany transactions or balances between Talen and the Acquired Entities as of and for the six months ended June 30, 2025, and for the year ended December 31, 2024. Dollars are in millions, unless otherwise noted.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ▇▇▇▇▇▇▇ has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been derived from identified and presented to provide relevant information necessary for an understanding of the historical audited consolidated financial statements combined company upon consummation of Verso included in our Annual Report the merger and the PIPE Investment. The unaudited pro forma condensed combined balance sheet as of December31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on Form 10-K December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014, previously filed with 2020 gives effect to the Securities and Exchange Commission merger and the historical audited financial statements PIPE Investment as if they occurred on January 1, 2020. Management has made significant estimates and assumptions in its determination of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentationpro forma Transaction Accounting Adjustments. For As the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense financial information has been conformed to prepared based on these estimates, the Verso presentationfinal amounts recorded may differ materially from the information presented. The reclassification pro forma Transaction Accounting Adjustments reflecting the consummation of these items had no impact the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPagecircumstances. The reclassifications also did not impact the historical earnings from continuing operations. In additionpro forma Transaction Accounting Adjustments, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected which are described in the accompanying Pro Forma Statements for conforming notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the accounting policy of NewPage to Verso’s policyactual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The NewPage acquisition is reflected unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or as otherwise specified. The unaudited pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Pro Forma Statements Trust Account, and thus the full amount held in the Trust Account as an acquisition of NewPage by Verso using closing is available for the acquisition method merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of accounting, Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in accordance with business combination accounting guidance under GAAPthe Trust Account. Under these accounting standardsthe merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the total estimated purchase PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price has been allocated as described of $10.05 (due to investment related gains in Note 4 the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on the Cash Consideration paid to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions sellers in connection with the NewPage acquisitionmerger such that the cash outflows under either redemption scenario are the same. Additionally, including historical and current market dataany redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in the Stock Consideration paid to the sellers in connection with the merger. The pro forma information is based on the assumptions, adjustments and eliminations described difference in the accompanying notes relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined financial information would be the same, and as such, the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial statementsinformation and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of ▇▇▇▇▇▇▇ as of and for the year ended December31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to ▇▇▇▇▇▇▇ and Katapult included elsewhere in this proxy statement/prospectus. Although management believes that The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the preliminary purchase price allocation herein is reasonableactual results of operations and financial position would have been had the merger and PIPE Investment taken place on the dates indicated, there can be no assurance that finalization nor are they indicative of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in future consolidated results of operations or financial position of the accompanying Pro Forma Statementscombined company.

Basis of Presentation. The Pro Forma Statements have been derived from accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical audited consolidated financial statements of Verso included Vital, Maple, H▇▇▇▇, Tall City, Forge and Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as an asset acquisition in our Annual Report accordance with ASC 805. The Maple Acquisition, H▇▇▇▇ Acquisition and Tall City Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Acquisitions and allocation of that amount to the underlying assets acquired were allocated on Form 10-K a relative fair value basis. Additionally, costs directly related to the Acquisitions are assumed to be capitalized as a component of the purchase price. Certain of the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information of Maple, H▇▇▇▇, Tall City, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023 gives effect to the Maple Acquisition, H▇▇▇▇ Acquisition and Tall City Acquisition as if they had been completed on June 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2023 and the year ended December 31, 20142022 give effect to Acquisitions as if they been completed on January 1, previously filed with 2022. The unaudited pro forma condensed combined financial information and related notes are presented for illustrative purposes only. If the Securities Acquisitions and Exchange Commission and other transactions contemplated herein had occurred in the historical audited financial statements of NewPagepast, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPageV▇▇▇▇’s historical presentation operating results might have been disaggregated or condensed to conform to corresponding financial statement line items included materially different from those presented in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationfinancial information. The reclassification unaudited pro forma condensed combined financial information should not be relied upon as an indication of these items operating results that Vital would have achieved if the Acquisitions and other transactions contemplated herein had no impact taken place on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operationsspecified dates. In addition, future results may vary significantly from the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been results reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results Vital will have after the contemplation of the Acquisitions and the other transactions contemplated by the unaudited pro forma condensed combined financial statementsinformation. Although management believes In Vital’s opinion, all adjustments that are necessary to present fairly the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statementsunaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The Pro Forma Statements have been derived from unaudited pro forma combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet as of December 31, 2022 was prepared using the historical audited consolidated financial statements balance sheets of Verso included in our Annual Report on Form 10-K Imara and Enliven as of December 31, 2022. The unaudited pro forma combined statement of operations for the year ended December 31, 20142022 was prepared using the historical statements of operations and comprehensive loss of Imara and Enliven for the year ended December 31, previously filed with 2022 and gives effect to the Securities and Exchange Commission Merger as if it occurred on January 1, 2022. For accounting purposes, Enliven is considered to be the acquirer, and the historical audited Merger was accounted for as a reverse recapitalization of Imara by Enliven because upon the closing of the Merger, the pre-combination assets of Imara are expected to be primarily cash. Under reverse recapitalization accounting, the assets and liabilities of Imara will be recorded, as of the date of the Merger, at their fair value. No goodwill or intangible assets will be recognized and any excess consideration transferred over the fair value of the net assets of Imara, following determination of the actual purchase consideration for Imara will be reflected as a reduction to additional paid-in capital. Consequently, the financial statements of NewPageEnliven reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, including equivalent to the notes theretoshares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The accompanying unaudited pro forma combined financial information is derived from the historical financial statements of Imara and Enliven, which and includes adjustments to give pro forma effect to reflect the accounting for the transaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are included as an Exhibit significant changes to this Current Report on Form 8-K/A. Certain financial statement line items included the business following completion of the Merger, the assumptions and estimates set forth in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationconsolidated financial information could change significantly. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In additionAccordingly, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) pro forma adjustments are subject to further adjustment as additional information becomes available and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in as additional analyses are conducted following the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value completion of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurementsMerger. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there There can be no assurance assurances that finalization of such purchase price allocation these additional analyses will not result in material changes from to the preliminary purchase price allocation included in the accompanying Pro Forma Statementsestimates of fair value.

Basis of Presentation. The Pro Forma Statements have been derived from accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical audited consolidated financial statements of Verso included ▇▇▇▇▇▇▇▇ and the historical carve-out financial statements of Merom Station. The Merom Plant Acquisition has been accounted for as an asset acquisition in our Annual Report accordance with ASC 805. The fair value of the consideration and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Hallador’s books as of the date of the closing of the Merom Plant Acquisition. Additionally, costs directly related to the Merom Plant Acquisition are capitalized as a component of the purchase price. Presented in the unaudited pro forma condensed combined financial statements is the impact of the Merom Plant Acquisition. Certain transaction accounting adjustments have been made in order to show the effects of the acquisition in the unaudited pro forma condensed combined financial statements. The accounting adjustments related to the Merom Plant Acquisition are preliminary and based on estimates of the purchase consideration and estimates of fair value and useful lives of the assets acquired and liabilities assumed. The final allocation will be determined when Hallador has obtained and verified all required data necessary to perform the detailed valuations and calculations to reflect the final relative fair value at the acquisition date. The final allocation is expected to be completed when Hallador files its report on Form 10-K for the year ended December 31, 2014, previously filed with 2022. The final allocation could differ materially from the Securities preliminary allocation used in the transaction accounting adjustments due to (1) changes in the fair value of the Merom Plant; (2) changes in the fair value of contract assets and Exchange Commission and the historical audited contract liabilities; or (3) other changes to assets or liabilities. The unaudited pro forma condensed combined financial statements of NewPageand related notes are presented for illustrative purposes only. If the Merom Plant Acquisition and other transactions contemplated herein had occurred in the past, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPageCompany’s historical presentation operating results might have been disaggregated or condensed to conform to corresponding financial statement line items included materially different from those presented in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationfinancial statements. The reclassification unaudited pro forma condensed combined financial statements should not be relied upon as an indication of these items operating results that the Company would have achieved if the Merom Plant Acquisition and other transactions contemplated herein had no impact taken place on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operationsspecified date. In addition, future results may vary significantly from the impact results reflected in the unaudited pro forma condensed combined financial statement of differences in NewPage’s operations and should not be relied upon as an indication of the future results the Company will have after the contemplation of the Merom Plant Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Plant Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, ▇▇▇▇▇▇▇▇ did not included a transaction accounting policy adjustment for inventory valuation ASC 842, Leases, for the Merom Plant as the adoption of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) this standard is not expected to have a significant impact on cost of products soldbe material. In Hallador’s opinion, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage all adjustments that are necessary to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to present fairly the unaudited pro forma condensed combined condensed financial statementsinformation have been made. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying The Unaudited Pro Forma Statements.Condensed Combined Statements of Operations for the Six Months Ended June 30, 2022 and the Year Ended December 31, 2021 were prepared assuming the Merom Plant Acquisition occurred on January 1, 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the Merom Plant Acquisition had occurred on June 30, 2022. Table of Contents

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities Rovi and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. TiVo. Certain financial statement line items included in NewPage’s the historical presentation financial statements have been disaggregated disaggregated, condensed or condensed classified differently to conform to corresponding financial statement line items included provide consistent presentation in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operationsfinancial statements. In addition, the impact of differences in NewPagewhere Rovi and TiVo have different financial statements presentations, ▇▇▇▇ has made adjustments to conform TiVo’s accounting policy presentation to Rovi’s presentation. See Note 3 for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have further details. Rovi has a significant impact fiscal year that ends on cost of products soldDecember 31, therefore no adjustment whereas ▇▇▇▇ has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policya fiscal year that ends on January 31. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting, . Rovi has been treated as the acquirer in accordance with business combination the mergers for accounting guidance under GAAPpurposes. Under these accounting standardsthe acquisition method of accounting, purchase consideration to be delivered by New Parent to complete the total estimated purchase price has been TiVo Merger will generally be allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured based on their fair value at estimated fair valuethe acquisition date. For Rovi has made significant estimates and assumptions in determining the purpose of measuring the estimated preliminary fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for . These preliminary fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates are based on key assumptions in connection with of the NewPage acquisition. Accordingly, including historical and current market data. The the pro forma information is reclassifications and adjustments are preliminary, have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements and are subject to change based on further review of the assumptions, adjustments fair value of the assets acquired and eliminations described liabilities assumed. Final amounts recorded for the mergers may differ materially from the preliminary fair value estimates presented in the accompanying notes to the unaudited pro forma condensed combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of and such purchase price allocation will not result in differences could have a material changes from the preliminary purchase price allocation included in impact on the accompanying Pro Forma Statementsunaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position. The unaudited pro forma condensed combined financial statements do not reflect any revenue enhancements or benefits from anticipated synergies, operating efficiencies or cost savings that may be associated with the mergers, nor do they reflect the costs necessary to achieve any revenue enhancements, anticipated synergies, operating efficiencies or cost savings.

Basis of Presentation. The Pro Forma Statements have been derived from accompanying unaudited pro forma condensed combined statement of operations was prepared based on the historical audited consolidated financial statements of Verso included Hallador and the historical carve-out financial statements of the Merom Station. The Merom Station Acquisition was accounted for as an asset acquisition in our Annual Report accordance with ASC 805. Presented in the unaudited pro forma condensed combined statement of operations is the impact of the Merom Station Acquisition. Certain acquisition adjustments have been made in order to show the effects of the Merom Station Acquisition in the unaudited pro forma condensed combined statement of operations. Financial results for the period October 1, 2022 through the Merom Station Acquisition date of October 21, 2022, have been excluded as such amounts were not deemed material to the unaudited pro forma condensed combined statement of operations taken as a whole. The unaudited pro forma condensed combined statement of operations and related notes are presented for illustrative purposes only. If the Merom Station Acquisition and other transactions contemplated herein had occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined statement of operations should not be relied upon as an indication of operating results that the Company would have achieved if the Merom Station Acquisition and other transactions contemplated herein had taken place on Form 10-K the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined statement of operations and should not be relied upon as an indication of the future results the Company. The unaudited pro forma condensed combined statement of operations does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Station Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, ▇▇▇▇▇▇▇▇ did not include a transaction accounting adjustment for ASC 842, Leases, for the Merom Station as the adoption of this standard is not expected to be material. In Hallador’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined statement of operations have been made. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 20142022 was prepared assuming the Merom Station Acquisition occurred on January 1, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statements2022.

Basis of Presentation. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Focus Impact was determined as the “acquired” company for financial reporting purposes and Legacy XCF was considered as the accounting acquirer. The New Rise Acquisitions was closed prior to the Business Combination, and New Rise Renewables was the accounting acquirer of Legacy XCF. To reflect the New Rise Acquisitions prior to the Business Combination in the pro forma financial information, the column “Pro Forma Statements have been derived XCF” represents the combination of Legacy XCF and New Rise, from which Legacy XCF is the historical audited consolidated surviving entity. For accounting purposes, the financial statements of Verso included in our Annual Report on Form 10-K XCF represents a continuation of the financial statements of Pro Forma XCF with the Business Combination treated as the equivalent of Legacy XCF issuing shares for the year net assets of Focus Impact, accompanied by a recapitalization whereby no goodwill or other intangible assets were recorded. Operations prior to the Closing will be those of Pro Forma XCF in future reports of XCF. The New Rise Acquisitions were accounted for as a reverse asset acquisition in accordance with U.S. GAAP. Under this method of accounting, Legacy XCF is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, no goodwill was recorded since Legacy XCF’s assets and liabilities were recognized at cost, and the cost allocation was determined based on relative fair values. The combined entity’s financials will represent a continuation of New Rise’s financials and include the recognition of Legacy XCF’s assets acquired. Operations prior to the Closing will be those of New Rise in future reports of the combined company. The unaudited pro forma condensed combined balance sheet of XCF as of June 30, 2025, combines (i) the unaudited historical consolidated balance sheet of XCF as of June 30, 2025, and (ii) pro forma adjustments to give effect to the Financing Transactions as if they had been consummated as of that date. The unaudited pro forma condensed combined statement of operations of XCF for the six months ended June 30, 2025, combines (i) the unaudited historical statement of operations of XCF for the six months ended June 30, 2025, and (ii) pro forma adjustments to give effect to the Financing Transactions as if they had been consummated on January 1, 2024, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for Pro Forma XCF, which represents the combination of New Rise Entities and Legacy XCF for the twelve months ended December 31, 20142024 combines: (i) the audited historical statement of operations of Legacy XCF for the period from January 1, previously filed 2024 through December 31, 2024 and (ii) the audited historical statement of operations of New Rise Renewables and New Rise SAF for the period from January 1, 2024 through December 31, 2024 on a pro forma basis, giving effect to the New Rise Acquisitions, summarized below, as if they had occurred on January 1, 2024, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for Pro Forma XCF Global Inc. for the twelve months ended December 31, 2024 combines: (i) unaudited pro forma condensed combined statement of operations for Pro Forma XCF from January 1, 2024 to December 31, 2024 and (ii) the audited historical statement of operations of Focus Impact for the period from January 1, 2024 through December 31, 2024, giving effect to the Business Combination and other related events in connection with the Securities and Exchange Commission and Business Combination as if they had occurred on January 1, 2024, the historical audited beginning of the earliest period presented. The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation results that would have been disaggregated achieved had the transactions been completed as of the dates indicated or condensed to conform to corresponding that may be achieved in the future and should not be taken as representative of future combined results of operations or financial statement line items included condition of the Focus Impact. Furthermore, no effect has been given in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operationsoperations for synergistic benefits and potential cost savings, depreciationif any, amortization, and depletion expense has been conformed to that may be realized through the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value consolidation of the assets acquired and liabilities assumed, Verso has applied three companies or the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price costs that would may be received to sell an asset or paid to transfer a liability incurred in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market dataintegrating their operations. The pro forma financial statements do not purport to project the future results of operations or financial position of the XCF. The unaudited pro forma condensed combined financial information is was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus: ● the historical audited financial statements of Focus Impact for the fiscal year ended December 31, 2024; ● the historical unaudited financial statements of XCF for the six months ended June 30, 2025; ● the historical audited financial statements of Legacy XCF for the fiscal year ended December 31, 2024; ● the historical audited financial statements of New Rise Renewables and New Rise SAF for the fiscal year ended December 31, 2024; Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the assumptions, adjustments and eliminations described in the accompanying notes to date of this filing. As the unaudited pro forma condensed combined condensed financial statements. Although management believes that information has been prepared based on these preliminary estimates, the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes final amounts recorded may differ materially from the preliminary purchase price allocation included information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances. Management has not identified any material differences in accounting policies that would require adjustments in the accompanying Pro Forma Statementspro forma financial information. Certain reclassifications have been reflected to conform financial statement presentation as described in the notes the pro forma financial statements below.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the accompanying unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilitiesfinancial statements, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso Statements,” and related notes were prepared using the acquisition method of accounting, in accordance accounting with business combination American Woodmark considered the acquirer of RSI for accounting guidance under GAAPpurposes. Under these accounting standardsAccordingly, the total estimated purchase price consideration paid in the RSI Acquisition has been allocated as described in Note 4 to the Pro Forma Statements, assets and the assets acquired and the liabilities assumed have been measured at of RSI based upon their estimated fair valuevalues as of the Acquisition Date. For Any amount of the purpose consideration that is in excess of measuring the estimated fair value values of the assets acquired and liabilities assumed, Verso has applied assumed will be recorded as goodwill after the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as finalization of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statementspurchase price allocation. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Financial Statements. The historical financial statements have been adjusted in the Pro Forma Financial Statements to give effect to events that are (1) directly attributable to the pro forma events, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined company. The unaudited pro forma condensed combined statements of income does not reflect cost savings expected to be realized from the elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. Certain pro forma adjustments have been made to align the accounting policies of RSI with American Woodmark where such RSI accounting policies are expected to change after the Acquisition Date. Further review may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the financial statements of the combined company. However, at this time, we are not aware of any accounting policy differences that would have a material impact on the unaudited pro forma condensed combined financial statements of the combined company that are not reflected in the pro forma adjustments. Historically, American Woodmark has valued its inventory on a last-in, first-out basis (“LIFO”) and RSI has valued its inventory on a first-in, first-out basis (“FIFO”). American Woodmark’s management intends to maintain RSI’s FIFO valuation basis after the Acquisition Date. Therefore, a pro forma adjustment has not been made to conform RSI’s inventory valuation basis from FIFO to LIFO. American Woodmark operates on a fiscal year basis which ends on April 30 of each year. Prior to the RSI Acquistion, RSI operated on a 52 to 53 week fiscal year, with its fiscal year ending on the Saturday closest to December 31. The pro forma condensed combined financial statements included herein are labeled based on American Woodmark’s convention. The pro forma condensed combined statement of income for the year ended April 30, 2017 combines the historical audited results of American Woodmark for the fiscal year ended April 30, 2017 and the unaudited results of RSI for the year ended April 1, 2017, which was derived from the audited results of RSI for the fiscal year ended December 31, 2016 less the unaudited results of RSI for the three months ended April 2, 2016 plus the unaudited results of RSI for the three months ended April 1, 2017. The pro forma condensed combined statement of income for the six months ended October 31, 2017 combines the historical unaudited results of American Woodmark for the six months ended October 31, 2017 and the historical unaudited results of RSI for the six months ended September 30, 2017. The pro forma condensed combined balance sheet as of October 31, 2017 combines the historical unaudited balance sheet of American Woodmark as of October 31, 2017 and the historical unaudited balance sheet of RSI as of September 30, 2017.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ▇▇▇▇▇▇▇ has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been derived from identified and presented to provide relevant information necessary for an understanding of the historical audited consolidated financial statements combined company upon consummation of Verso included in our Annual Report the merger and the PIPE Investment. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on Form 10-K December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014, previously filed with 2020 gives effect to the Securities and Exchange Commission merger and the historical audited financial statements PIPE Investment as if they occurred on January 1, 2020. Management has made significant estimates and assumptions in its determination of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentationpro forma Transaction Accounting Adjustments. For As the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense financial information has been conformed to prepared based on these estimates, the Verso presentationfinal amounts recorded may differ materially from the information presented. The reclassification pro forma Transaction Accounting Adjustments reflecting the consummation of these items had no impact the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPagecircumstances. The reclassifications also did not impact the historical earnings from continuing operations. In additionpro forma Transaction Accounting Adjustments, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected which are described in the accompanying Pro Forma Statements for conforming notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the accounting policy of NewPage to Verso’s policyactual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The NewPage acquisition is reflected unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or as otherwise specified. The unaudited pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Pro Forma Statements Trust Account, and thus the full amount held in the Trust Account as an acquisition of NewPage by Verso using closing is available for the acquisition method merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of accounting, Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in accordance with business combination accounting guidance under GAAPthe Trust Account. Under these accounting standardsthe merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the total estimated purchase PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price has been allocated as described of $10.05 (due to investment related gains in Note 4 the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on the Cash Consideration paid to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions sellers in connection with the NewPage acquisitionmerger such that the cash outflows under either redemption scenario are the same. Additionally, including historical and current market dataany redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in the Stock Consideration paid to the sellers in connection with the merger. The pro forma information is based on the assumptions, adjustments and eliminations described difference in the accompanying notes relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined financial information would be the same, and as such, the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial statementsinformation and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of ▇▇▇▇▇▇▇ as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to ▇▇▇▇▇▇▇ and Katapult included elsewhere in this proxy statement/prospectus. Although management believes that The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the preliminary purchase price allocation herein is reasonableactual results of operations and financial position would have been had the merger and PIPE Investment taken place on the dates indicated, there can be no assurance that finalization nor are they indicative of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in future consolidated results of operations or financial position of the accompanying Pro Forma Statementscombined company.

Basis of Presentation. The Pro Forma Statements have been derived from accompanying unaudited pro forma condensed combined financial information was prepared based on the historical audited consolidated financial statements of Verso Ring and the historical combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas. The Lime Rock Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by Ring and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on Ring’s books as of the date of the closing of the Lime Rock Acquisition. Additionally, costs directly related to the Lime Rock Acquisition are capitalized as a component of the purchase price. The Lime Rock Acquisition is included in our Annual the Company’s balance sheet as of March 31, 2025, as reflected in the Company’s Quarterly Report on Form 10-K Q for the year quarterly period ended December March 31, 20142025, previously filed with the Securities and Exchange Commission and SEC on May 7, 2025. Accordingly, the historical audited financial statements Unaudited Pro Forma Condensed Combined Balance Sheet is not presented. The Unaudited Pro Forma Condensed Combined Statement of NewPageOperations was prepared assuming the Lime Rock Acquisition occurred on January 1, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation2024. For the unaudited These pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as adjustments are described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described more detail in the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial statementsinformation is provided for illustrative purposes only and does not purport to represent what the actual results of operations of Ring would have been had the Lime Rock Acquisition occurred on the date noted above, nor are they indicative of future results of operations. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes Future results may vary significantly from the preliminary purchase price allocation included results reflected in the accompanying Unaudited Condensed Combined Pro Forma StatementsStatement of Operations. In Ring’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The Pro Forma Statements have been derived from Merger will be accounted for as a business combination by HealthEquity using the historical audited consolidated financial statements acquisition method of Verso included in our Annual Report on Form 10-K for accounting under the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements provisions of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out Accounting Standards Codification (“LIFOASC”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products soldTopic 805, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policyBusiness Combinations, under GAAP. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using Under the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been of an acquisition is allocated as described in Note 4 to the Pro Forma Statements, net tangible and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the intangible assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for assumed based on their estimated fair value measurementsvalues. Fair value is defined as the price Such valuations are based on available information and certain assumptions that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as management believes are reasonable. The preliminary allocation of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with estimated purchase price to the NewPage acquisition, including historical net tangible and current market data. The pro forma information intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the assumptions, pro forma adjustments contained herein are preliminary and eliminations described in have been made solely for the accompanying notes to the purpose of providing these unaudited pro forma combined condensed financial statements. Although management believes Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the preliminary purchase price allocation herein is reasonable, there can be no assurance accounting policies that finalization of such purchase price allocation will not could result in material changes adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the debt facilities entered into in connection with the financing transactions will be subject to market conditions and may change materially from the preliminary purchase price allocation included assumptions described above. Changes in the accompanying Pro Forma Statementsassumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future date.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial statements were prepared in accordance with the regulations of the SEC Regulation S-X, and are intended to show how the Merger might have been derived from affected the historical audited consolidated financial statements if the Merger had been completed as of Verso included in our Annual Report March 31, 2021 for the purposes of the balance sheet, on Form 10-K January 1, 2020 for the purposes of the statement of operations for the year ended December 31, 20142020 and the statement of operations for the three months ended March 31, previously filed 2021. Based on the terms of the Merger, Eloxx has been determined to be the acquiring company for accounting purposes and the Company has preliminarily concluded the merger represents an asset acquisition by Eloxx of Zikani. To determine the accounting for this transaction under U.S. GAAP, a company must assess whether an integrated set of assets and activities will be accounted for as an acquisition of a business or an asset acquisition. The guidance requires an initial screen test to determine if substantially all of the relative fair value of the gross assets acquired is concentrated in a single asset or group of similar non-financial assets. If that screen is met, the set is not a business. In connection with the Securities acquisition of Zikani, substantially all of the consideration paid is allocable to the fair value of acquired IPR&D and, as such, the acquisition is expected to be treated as an asset acquisition. Zikani’s assets and Exchange Commission liabilities will be measured and recognized at their relative fair values, as estimated in good faith by management, and allocated to the historical audited financial statements net assets acquired as of NewPagethe transaction date, including and combined with the notes theretoassets, which are liabilities, and results of operations of Eloxx on consummation of the Merger. In accordance with ASC 730, Research and Development, the portion of arrangement consideration allocated to the acquired IPR&D based on its relative fair value, is included as an Exhibit operating expense as there is no alternative future use. The Company has not completed its valuation analysis of the fair market value of Zikani’s assets acquired and liabilities assumed. Using the total consideration for the merger, the Company has estimated the allocations to this Current Report such assets and liabilities, based on Form 8-K/A. Certain financial statement line items included their relative fair values. This preliminary purchase price allocation has been used to prepare pro forma adjustments in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationbalance sheet. The reclassification of these items had no impact on final purchase price allocation will be determined when the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPageCompany has completed the detailed valuation analysis. The reclassifications also did not impact pro forma adjustments are preliminary and based on management’s estimates of the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied assumed and have been prepared to illustrate the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as estimated effect of the measurement dateacquisition. The fair value measurements utilize These estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is are based on the assumptionsmost recently available information. To the extent there are material differences upon completion of the final purchase price allocation, adjustments the assumptions and eliminations described estimates set forth in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statementsstatements could change significantly.

Basis of Presentation. The Pro Forma Statements have been derived from Merger will be accounted for as a business combination by HealthEquity using the historical audited consolidated financial statements acquisition method of Verso included in our Annual Report on Form 10-K for accounting under the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements provisions of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out Accounting Standards Codification (“LIFOASC”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products soldTopic 805, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policyBusiness Combinations, under GAAP. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using Under the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been of an acquisition is allocated as described in Note 4 to the Pro Forma Statements, net tangible and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the intangible assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for assumed based on their estimated fair value measurementsvalues. Fair value is defined as the price Such valuations are based on available information and certain assumptions that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as management believes are reasonable. The preliminary allocation of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with estimated purchase price to the NewPage acquisition, including historical net tangible and current market data. The pro forma information intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the assumptions, pro forma adjustments contained in this herein are preliminary and eliminations described in have been made solely for the accompanying notes to the purpose of providing these unaudited pro forma combined condensed financial statements. Although management believes Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the preliminary purchase price allocation herein is reasonable, there can be no assurance accounting policies that finalization of such purchase price allocation will not could result in material changes adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the preliminary purchase price allocation included assumptions described above. Changes in the accompanying Pro Forma Statementsassumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future date.

Basis of Presentation. The Unaudited Condensed Pro Forma Statements have been derived from Combined Consolidated Balance Sheet and explanatory notes as of December 31, 2017 combine the historical audited consolidated financial statements Consolidated Balance Sheet of Verso included TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting and giving effect to the related pro forma adjustments described in our Annual Report on Form 10-K the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations and explanatory notes for the year ended December 31, 2014, previously filed with 2017 combine the Securities and Exchange Commission historical Consolidated Statements of Income of TriCo and the historical audited financial statements Consolidated Statements of NewPageEarnings of FNBB for such respective periods giving effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. Under the acquisition method of accounting, the assets and liabilities of FNBB will be recorded at the respective fair values on the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The fair value on the notes theretomerger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative of the actual purchase price, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included the pro forma adjustments reflected in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined financial information is subject to change and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but not be limited to, changes in (i) FNBB’s balance sheet through the effective time of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional fees, legal fees and conversion-related expenditures are not reflected in the pro forma statements of operations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, depreciationfor purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, amortization2017, and depletion expense has been conformed TriCo assumed no adjustments to the Verso presentationhistorical amounts of FNBB’s provisions for credit losses. The reclassification of these items had no impact on If such adjustments were estimated, there could be an increase or a reduction to the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operationsamounts of FNBB’s provisions for credit losses presented. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumedloan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, Verso has applied as the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell also takes into account an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical interest and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statementsliquidity component.

Basis of Presentation. The Pro Forma Statements have unaudited pro forma condensed combined financial information has been derived from prepared using the historical audited consolidated financial statements acquisition method of Verso included in our Annual Report on Form 10-K for the year ended December 31accounting under existing U.S. generally accepted accounting principles, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes theretoor GAAP standards, which are included subject to change and interpretation. ▇. ▇▇▇▇▇▇▇▇ has been treated as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included the acquirer in NewPage’s historical presentation the Merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have not been finalized. Accordingly, the pro forma adjustments presented are preliminary and have been disaggregated made solely for the purpose of providing unaudited pro forma condensed combined financial information. These preliminary estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date). The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of assets acquired and liabilities assumed which were determined with the assistance of independent valuations, quoted market prices and estimates made by management. The purchase price allocations are subject to further adjustment until all pertinent information regarding the accounts receivable, inventory, property, plant and equipment, intangible assets, other long-term assets, goodwill, contingent consideration liabilities, long-term debt, other long-term liabilities and deferred income tax assets and liabilities acquired are fully evaluated by the Company and independent valuations are complete. The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or condensed to conform to corresponding financial statement line items included in Verso’s historical presentationresults of operations actually would have been had the Merger been completed as of the dates indicated. For In addition, the unaudited pro forma condensed combined statements financial information does not purport to project the future financial position or operating results of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentationcombined company. The reclassification unaudited pro forma combined financial information does not reflect any cost savings, operating synergies, tax synergies or revenue enhancements that the combined company may achieve as a result of the Merger or the costs to combine the operations of ▇. ▇▇▇▇▇▇▇▇ and ICO or the costs necessary to achieve these items had no impact on the historical total assetscost savings, total liabilitiesoperating synergies, or stockholders’ equity reported by Verso or NewPagetax synergies and revenue enhancements. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accountingaccounting is based on Accounting Standards Codification (ASC) Topic 805, in accordance with business combination accounting guidance under GAAPBusiness Combinations, which ▇. Under these accounting standards▇▇▇▇▇▇▇▇ adopted on September 1, 2009 and uses the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures, which ▇. ▇▇▇▇▇▇▇▇ has adopted as required. ASC Topic 805, requires, among other things, that most assets acquired and liabilities assumedacquired be recognized at their fair values as of the acquisition date. ASC Topic 820 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, Verso has applied expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the accounting guidance under GAAP for nature of the inputs used to develop the fair value measurementsmeasures. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of at the measurement date.” This is an exit price concept for the valuation of the asset or liability. The In addition, market participants are assumed to be unrelated (to ▇. ▇▇▇▇▇▇▇▇) buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, ▇. ▇▇▇▇▇▇▇▇ may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect ▇. ▇▇▇▇▇▇▇▇’▇ intended use of those assets. Many of these fair value measurements utilize estimates based on key assumptions in connection with can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the NewPage same facts and circumstances, could develop and support a range of alternative estimated amounts. Under ASC Topic 805, acquisition-related transaction costs (i.e., including historical advisory, legal, valuation, other professional fees, etc.) and current market data. The pro forma information is based on certain acquisition-related restructuring charges impacting the assumptions, adjustments and eliminations described target company are not included as a component of consideration transferred but are accounted for as expenses in the accompanying notes to periods in which the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statementscosts are incurred.

Basis of Presentation. The Pro Forma Statements have been derived from the historical audited consolidated financial statements unaudited pro forma condensed combined balance sheet as of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities 2014 and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operationsoperations for the three months ended December 31, depreciation2014 and for the twelve months ended and the year ended September 30, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact 2014 are based on the historical total assetsfinancial statements of Good Times Restaurants Inc. and Bad Daddy’s International, total liabilitiesLLC, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected after giving effect to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an our acquisition of NewPage by Verso using the acquisition method of accountingBad Daddy’s International, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, LLC and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on after applying the assumptions, reclassifications and adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined condensed financial statements. Although management believes that The unaudited pro forma condensed combined financial statements should be read in conjunction with the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization historical consolidated financial statements of such purchase price allocation will not result in material changes from the preliminary purchase price allocation Good Times Restaurants Inc. included in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and the accompanying Pro Forma Statementsaudited financial statements of Bad Daddy’s International, LLC, included herein. The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of what the combined company’s results of operations or financial position that would have reported had the acquisition been completed as of the dates presented, and should not be taken as a representation of the combined company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting. As such, identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net amounts of the identifiable assets acquired and the liabilities assumed. The unaudited pro forma condensed combined financial statements do not reflect any adjustments for restructuring activities or expected operating efficiencies or cost savings that may be achieved with respect to the combined companies or the costs necessary to achieve such restructuring activities, cost savings and operating synergies.

Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect to the Acquisition. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements have been derived from the should be read in conjunction with our historical audited consolidated financial statements and the notes thereto of Verso CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 20142020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, previously filed with plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma unaudited condensed combined statements statement of operationsoperations for the nine months ended September 30, depreciation2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), amortizationnet 174,442 (162,141 ) 12,301 Other income, and depletion net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense has been conformed - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to the Verso presentation. non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The reclassification accompanying notes are an integral part of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Financial Statements.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X and gives effect to events that are (1) directly attributable to the Merger and the Financing Transactions, (2) factually supportable and (3) with respect to the condensed combined statement of operations, expected to have a continuing impact on the combined company’s results. The unaudited pro forma condensed combined financial information and related notes have been derived from prepared utilizing period ends that differ by fewer than 93 days, as permitted by Regulation S-X. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Marvell as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical audited consolidated financial statements of Verso included Marvell and Cavium. Under ASC 805, all assets acquired and liabilities assumed in our Annual Report on Form 10a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Acquired in-K process research and development (“IPR&D”) is recorded at fair value as an indefinite-lived intangible asset at the assumed merger date until completion or abandonment of the associated research and development efforts. Upon completion of development, acquired IPR&D assets are considered amortizable, finite-lived assets. The allocation of the purchase consideration for the year ended December 31Merger depends upon certain estimates and assumptions, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements all of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have preliminary. The allocation of the purchase consideration has been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For made for the purpose of developing the unaudited pro forma condensed combined statements financial information. A final determination of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification fair values of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied assumed relating to the accounting guidance under GAAP for fair value measurementsacquisition could differ materially from the preliminary allocation of purchase consideration. Fair value is defined as This final valuation will be based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as actual net tangible and intangible assets of Cavium existing at the measurement acquisition date. The final valuation may materially change the allocation of purchase consideration, which could materially affect the fair value measurements utilize estimates based on key assumptions values assigned to the assets and liabilities and could result in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes a material change to the unaudited pro forma condensed combined financial information. The pro forma adjustments represent Marvell management’s best estimates and are based upon currently available information and certain assumptions that Marvell believes are reasonable under the circumstances. Marvell is not aware of any material transactions between Marvell and Cavium (prior to the announcement of the Merger) during the periods presented, hence adjustments to eliminate transactions between Marvell and Cavium have not been reflected in the unaudited pro forma condensed combined financial statementsinformation. Although management believes Upon completion of the Merger, Marvell will perform a comprehensive review of Cavium’s accounting policies. As a result of the review, Marvell may identify additional differences between the accounting policies of the two companies, which when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. Based on a preliminary analysis, Marvell did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information assumes there are no differences in accounting policies. The unaudited pro forma condensed combined financial information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger and Financing Transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the preliminary purchase price allocation herein is reasonablecombined company may achieve as a result of the Merger, there can be no assurance that finalization the costs to integrate the operations of such purchase price allocation will not result in material changes from Marvell and Cavium or the preliminary purchase price allocation included in the accompanying Pro Forma Statementscosts necessary to achieve these cost savings, operating synergies and revenue enhancements.

Basis of Presentation. The Pro Forma Statements have been derived from the accompanying pro forma statements are based on our historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the acquired businesses’ historical audited combined financial statements as adjusted to give effect to the acquisition of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentationacquired businesses and the related financing transaction. For the The unaudited pro forma condensed combined balance sheet assumes this acquisition was consummated on August 31, 2018. The unaudited pro forma condensed combined statement of earnings assumes the acquisition was consummated on September 1, 2017. The Company has adjusted the historical consolidated financial statements in the pro forma financial statements to give effect to items that are (1) directly attributable to the pro forma transactions, (2) factually supportable, and (3) with respect to the statements of operationsearnings, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant continuing impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market datacombined results. The pro forma statements do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“GAAP”). The unaudited pro forma condensed combined statement of earnings does not reflect cost savings expected to be realized from the elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. In order to prepare the pro forma statements, CMC performed a preliminary review of the acquired businesses’ accounting policies to identify significant differences. CMC is based currently conducting a detailed review of the acquired businesses’ accounting policies to determine if differences in accounting policies require further adjustment or reclassification of the acquired businesses’ results of operations, assets or liabilities to conform to CMC’s accounting policies and classifications. As a result of that review, CMC may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the assumptions, pro forma statements. Assumptions and estimates underlying the pro forma adjustments and eliminations are described in the accompanying notes to below, which should be read in conjunction with the unaudited pro forma combined condensed financial statements. Although management believes that Since the pro forma statements have been prepared based on preliminary purchase price allocation herein is reasonableestimates and assumptions, there can the final amounts may differ materially from the information presented. These estimates and assumptions are subject to change pending further review of the assets to be no assurance that finalization of such acquired and liabilities to be assumed, and as additional information becomes available. Additionally, the final purchase price allocation will not result in material changes be determined after the acquisition is completed and the final amounts recorded may differ materially from the preliminary purchase price allocation included in the accompanying Pro Forma Statementsinformation presented.

Basis of Presentation. The Pro Forma Statements have been derived from unaudited pro forma condensed combined consolidated financial information presented here is based on the historical audited consolidated financial statements information of Verso included in our Annual Report on Form 10-K VASCO and Silanis. The unaudited pro forma condensed consolidated operations for the nine months ended September 30, 2015 and year ended December 3130, 2014 assume the Acquisition occurred January 1, 2014. The unaudited pro forma condensed consolidated balance sheet as of September 30, previously filed with 2015 assumes the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report Acquisition was completed on Form 8-K/A. Certain financial statement line items included that date. Pro forma adjustments reflected in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined consolidated balance sheet are based on items that are directly attributable to the proposed Acquisition and factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operationsoperations are based on items directly attributable to the proposed Acquisition, depreciation, amortizationfactually supportable, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant continuing impact on cost VASCO. Historical financial information of products sold, therefore no adjustment has been reflected in Silanis represents the accompanying Pro Forma Statements for conforming the accounting policy combination of NewPage to Verso’s policySTI and SIL. Inter-company transactions are eliminated. The NewPage acquisition functional currency of STI is reflected in the Pro Forma Statements as an acquisition U.S. Dollars. The functional currency of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAPSIL is British Pounds. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired Assets and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants of SIL are translated into U.S. Dollars using currency exchange rates as of the measurement balance sheet date. The fair value measurements utilize estimates based on key assumptions Revenue and expenses are translated at average exchange rates prevailing during the period. Certain historical financial information of Silanis been adjusted to conform to the historical presentation in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to VASCO’s consolidated financial statements for purposes of preparation of the unaudited pro forma combined condensed consolidated financial statementsinformation At this time, ▇▇▇▇▇ has not completed detailed valuation analyses to determine the fair values of Silanis’ assets and liabilities. Although management believes Accordingly, the unaudited pro forma condensed consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material. Additionally, VASCO has not yet completed its due diligence necessary to identify all of the adjustments required to conform Silanis’ accounting policies to VASCO’s or to identify other items that could significantly impact the preliminary purchase price allocation herein is reasonableor the assumptions and adjustments made in preparation of this unaudited pro forma condensed consolidated financial information. Upon completion of detailed valuation analyses, there can may be no assurance additional increases or decreases to the recorded book values of Silanis’ assets and liabilities, including, but not limited to, technology, non-compete agreements, customer relationships, patents, trademarks and other intangible assets that finalization will give rise to future amounts of such depreciation and amortization expense that are not reflected in the information contained in this unaudited pro forma condensed consolidated financial information. Accordingly, once the necessary due diligence has been completed and the purchase price allocation will not result in material changes has been completed, actual results may differ materially from the preliminary purchase price allocation included information presented in this unaudited pro forma condensed consolidated financial information. Additionally, the accompanying Pro Forma Statementsunaudited pro forma condensed consolidated statements of operations do not reflect the cost of any integration activities or benefits from the Acquisition and synergies that may be derived from any integration activities, both of which may have a material effect on the consolidated results of operations in periods following the completion of the Acquisition.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (referred to as management adjustments). ▇▇▇▇▇▇ has elected not to present management adjustments and will only be presenting transaction accounting adjustments related to the accounting for the Merger (the “pro forma adjustments”) in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been derived from identified and presented to provide relevant information necessary to assist in understanding the historical audited consolidated financial combined company upon consummation of the Merger. The unaudited pro forma condensed combined statements of Verso included in our Annual Report on Form 10-K operations for the nine months ended September 30, 2023, and the year ended December 31, 20142022, previously filed with have been prepared by combining the Securities Globus and Exchange Commission and the historical audited financial NuVasive statements of NewPage, including operations for the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation period and applying the related pro forma adjustments. The pro forma adjustments have been disaggregated or condensed prepared as if the Merger related to conform to corresponding financial statement line items included in Verso’s historical presentation. For NuVasive occurred on January 1, 2022, for the unaudited pro forma condensed combined statements of operations, depreciation, amortization. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and depletion expense therefore the actual effects of these transactions will differ from the pro forma adjustments. Upon completion of the Merger, Globus controlled NuVasive, and accordingly was determined to be the accounting acquirer. The unaudited pro forma condensed combined financial information has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported prepared by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso Globus using the acquisition method of accounting, accounting in accordance with business combination accounting guidance under GAAP. Under these accounting standardsthis method, the total estimated purchase price has been aggregate consideration was allocated as described in Note 4 to the Pro Forma Statements, and the NuVasive’s assets acquired and the liabilities assumed have been measured at based upon their acquisition date estimated fair valuevalues. For The excess of purchase price over the purpose fair value of measuring assets acquired and liabilities assumed was allocated to goodwill. The unaudited pro forma condensed combined financial information is based on preliminary estimates of the estimated fair value of the assets acquired and liabilities assumedthat were acquired, Verso has applied which requires significant assumptions. Globus management believes that the accounting guidance under GAAP assumptions used provide a reasonable basis for fair value measurements. Fair value is defined as presenting the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as significant effects of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with transactions and that the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma condensed combined financial information gives appropriate effect to the assumptions. These assumptions may change upon the finalization of the fair value, which would have a corresponding impact on the pro forma financial information. The unaudited pro forma condensed combined financial information does not reflect the impact of any potential restructuring or integration activities that have yet to be determined, nor the impact of possible cost or growth synergies expected to be achieved by the combined company, as no assurance can be made that such cost or growth synergies will be achieved. The accounting policies followed in preparing the unaudited pro forma condensed combined financial information are those used by Globus as set forth in the historical financial statements. Although management believes that the preliminary purchase price allocation herein is reasonableThe unaudited pro forma condensed combined financial information reflects any material adjustments known at this time to conform NuVasive historical financial information to Globus’s significant accounting policies based on Globus management’s review of NuVasive’s summary of significant accounting policies, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included as disclosed in the accompanying Pro Forma StatementsNuVasive historical financial statements.

Basis of Presentation. The Pro Forma Statements unaudited pro forma condensed combined financial information has been prepared based upon historical financial information of Merger Sub and Domtar, giving effect to the Merger and related financing transactions and other related adjustments described in these footnotes. This unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations that would have been derived from achieved had the Merger actually taken place at the dates indicated and does not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical audited consolidated financial statements of Verso Domtar and the notes thereto, included in our the Domtar Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 20142020 and Quarterly report on Form 10-Q for the period ended September 30, previously 2021, as filed with the Securities and Exchange Commission Commissionn.. All amounts shown in this section are in U.S. dollars and all historical amounts are also in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the historical audited accounting policies adopted by the Parent. The Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Parent’s management has determined that Merger Sub is the “acquirer” for financial statements accounting purposes. The resulting goodwill and other intangible assets are accounted for under FASB ASC 350 “Intangibles – Goodwill and other”. The total purchase price is allocated to the assets acquired and liabilities assumed based on management’s preliminary estimates of NewPagetheir fair value as at September 30, 2021. Changes are expected as valuations of certain tangible and intangible assets and liabilities are finalized. As a result, actual fair values of assets acquired and liabilities assumed, the goodwill generated as well as related operating results, including the notes theretoactual depreciation and amortization expense, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included could differ materially from those reflected in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to financial information included herein. If the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the acquired assets acquired is higher than the preliminary values above, it may result in higher amortization and liabilities assumed, Verso has applied the accounting guidance under GAAP for fair value measurements. Fair value depreciation expense than is defined as the price that would be received to sell an asset or paid to transfer a liability presented in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and current market data. The pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the these unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed financial statements. Although management believes that combined statement of earnings does not reflect operational and administrative cost savings or synergies as a result of the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma StatementsMerger as none are anticipated at this time.