8-K/A - SKYT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K/A

Amendment No. 1

___________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

___________________________

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

___________________________

Delaware	001-40345	37-1839853
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)	2401 East 86th Street<br><br>Bloomington, Minnesota 55425
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading<br><br>Symbol	Name of Each Exchange<br><br>on Which Registered
Common stock, par value $0.01 per share	SKYT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Explanatory Note

SkyWater Technology, Inc. (the “Company”) previously filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission (the “SEC”) on July 3, 2025. The Original 8-K disclosed the Company’s acquisition from Spansion LLC (“Seller”), an affiliate of Infineon Technologies AG, of all of the issued and outstanding memberships interests of Spansion Fab 25, LLC, a newly-formed limited liability company (the “Fab 25 Business of Infineon Technologies AG”), that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment and employees and certain other assets and liabilities related to Infineon Technologies AG’s 200 mm fab in Austin, Texas (the “Transaction”). The Transaction was financed through proceeds received from the Company’s execution of an Amended and Restated Loan and Security Agreement with Siena Lending Group LLC and certain other parties on June 30, 2025 (the “Debt Financing”).

This Amendment No. 1 to the Original 8-K (this “Amendment No. 1”) is being filed to provide the required financial statements under Rule 3-05 of SEC Regulation S-X with respect to the Transaction. Additionally, this Amendment No. 1 presents the required unaudited pro forma condensed combined financial information reflecting the impact of the Transaction and Debt Financing on the Company.

The Company’s results with respect to the Transaction may be materially different from those presented in this Amendment No. 1 and the exhibits hereto due to various factors, including but not limited to those set forth in the Company’s filings with the SEC.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited Combined Abbreviated Financial Statements of the Fab 25 Business of Infineon Technologies, including the Combined Statements of Assets Acquired and Liabilities Assumed, which comprise all of the assets acquired from the Seller and liabilities assumed by the Company pursuant to the Transaction, as of September 30, 2024 and 2023, the audited abbreviated Combined Statements of Revenues and Direct Expenses for the fiscal years then ended, and the related notes to the Combined Abbreviated Financial Statements are filed herewith as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference into this Item 9.01(a).

The Combined Abbreviated Financial Statements of the Fab 25 Business of Infineon Technologies, including the Combined Statements of Assets Acquired and Liabilities Assumed, which comprise all of the assets acquired from the Seller and liabilities assumed by the Company pursuant to the Transaction, as of June 30, 2025 and 2024 (unaudited), the abbreviated Combined Statements of Revenues and Direct Expenses for the nine-month fiscal periods then ended (unaudited), and the related notes to Combined Abbreviated Financial Statements are filed herewith as Exhibit 99.2 to this Amendment No. 1 and incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information

The following unaudited Pro Forma Condensed Combined Financial Information of the Company is filed herewith as Exhibit 99.3 to this Amendment No. 1 and incorporated by reference into this Item 9.01(b):

• Unaudited Pro Forma Condensed Combined Balance Sheet as of June 29, 2025

• Unaudited Pro Forma Condensed Combined Statement of Operations for the six-month fiscal period ended June 29, 2025

• Unaudited Pro Forma Condensed Combined Statement of Operations for the fiscal year ended December 29, 2024

• Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Exhibit No.	Description of Exhibit
23.1	Consent of Deloitte & Touche LLP
99.1	Audited Combined Abbreviated Financial Statements with respect to the Fab 25 Business of Infineon Technologies AG as of and for the years ended September 30, 2024 and September 30, 2023 and the notes related thereto
99.2	Combined Abbreviated Financial Statements with respect to the Fab 25 Business of Infineon Technologies AG as of and for the interim period ended June 30, 2025 and June 30, 2024 (unaudited) and the notes related thereto
99.3	Unaudited Pro Forma Condensed Combined Financial Information of the Company

SIGNATURES

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

		SkyWater Technology, Inc.
Date: September 15, 2025	By:	/s/ Thomas J. Sonderman
	Name:	Thomas J. Sonderman
	Title:	Chief Executive Officer

Document

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-255414 and 333-275414 on Form S-8 of SkyWater Technology, Inc. of our report dated September 11, 2025, relating to the financial statements of the Fab 25 Business of Infineon Technologies AG appearing in this Current Report on Form 8-K/A dated September 15, 2025.

/s/ Deloitte & Touche LLP

San Jose, California

September 15, 2025

Document

Exhibit 99.1

Fab 25 Business of Infineon Technologies AG<br><br>Combined Abbreviated Financial Statements<br>as of and for the Years Ended September 30, 2024 and 2023, and Independent Auditor’s Report

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG

TABLE OF CONTENTS

Page

INDEPENDENT AUDITOR’S REPORT 1–2

COMBINED ABBREVIATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

Statements of Assets Acquired and Liabilities Assumed 3

Statements of Revenues and Direct Expenses 4

Notes to Combined Abbreviated Financial Statements 5–18

Exhibit 99.1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of SkyWater Technology, Inc.:

Opinion

We have audited the combined abbreviated financial statements of the Fab 25 Business of Infineon Technologies AG (the “Company”), which comprise the combined statements of assets acquired and liabilities assumed as of September 30, 2024 and 2023, and the related combined statements of revenues and direct expenses for the years then ended, and the related notes to the combined abbreviated financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of September 30, 2024 and 2023, and its revenues and direct expenses for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Presentation

As discussed in Note 1 to the financial statements, the financial statements have been prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s financial position or results of operations. Our opinion is not modified with respect to this matter.

Emphasis of Matter

As discussed in Note 1 to the financial statements, all of the Company’s revenue during the periods presented was recognized as a result of transactions with related parties. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Exhibit 99.1

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

San Jose, California September 11, 2025

Exhibit 99.1

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG
COMBINED STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
AS OF SEPTEMBER 30, 2024 AND 2023
(US dollars in thousands)
	2024		2023
ASSETS ACQUIRED
CURRENT ASSETS:
Inventories	$	45,485	$	46,826
Other current assets	14,144		$	10,670
	$	59,629	$	57,496
NONCURRENT ASSETS:
Property, plant, and equipment	159,414		161,395
Other intangible assets	3,225		3,363
Right-of-use assets	23,003		1,855
	185,642		166,613
TOTAL ASSETS ACQUIRED	$	245,271	$	224,109
LIABILITIES ASSUMED
CURRENT LIABILITIES:
Trade payables	$	36,663	$	37,128
Current personnel-related provisions	5,289		7,908
Current lease liabilities	1,962		1,588
Other current liabilities	1,990		1,674
	45,904		48,298
NONCURRENT LIABILITIES—Noncurrent lease
Liabilities	22,541		532
TOTAL LIABILITIES ASSUMED	68,445		48,830
NET ASSETS ACQUIRED	$	176,826	$	175,279
The accompanying notes are an integral part of these combined abbreviated financial statements.

Exhibit 99.1

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG
COMBINED STATEMENTS OF REVENUES AND DIRECT EXPENSES
FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023
(US dollars in thousands)
	2024		2023
REVENUES	$	335,474	$	314,555
DIRECT EXPENSES:
Cost of sales	(308,688)		(291,818)
General and administrative expenses	(872)		(923)
	(309,560)		(292,741)
NET REVENUES AFTER DIRECT EXPENSES	25,914		21,814
OTHER EXPENSES—Interest expenses	(666)		(82)
	(666)		(82)
NET REVENUES AFTER DIRECT AND OTHER EXPENSES	$	25,248	$	21,732
The accompanying notes are an integral part of these combined abbreviated financial statements.

Exhibit 99.1

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG

NOTES TO COMBINED ABBREVIATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

(Amounts in US dollars in thousands, unless otherwise indicated)

1.DESCRIPTION OF THE TRANSACTION AND BASIS OF PRESENTATION

Description of the Transaction—On June 30, 2025, Spansion LLC, organized in Delaware (United States of America) (“Spansion”), a wholly owned subsidiary of Infineon Technologies AG, headquartered in Munich (Germany) (“IFX”), completed the previously announced sale of certain assets and liabilities, along with the transfer of employees, related to its Fab 25 200 mm semiconductor manufacturing facility in Austin, Texas (United States of America) (the “Transaction” or “Fab 25 Business”) to SkyWater Technology, Inc., based in Bloomington, Minnesota (United States of America) (“SKYT”).

Prior to June 30, 2025, the Fab 25 Business, with its front-end wafer semiconductor manufacturing facility, served as an integrated internal contract manufacturer for IFX and its wholly owned subsidiaries. Accordingly, the Fab 25 Business was separated and carved out into the newly established legal entity named Spansion Fab 25 LLC, organized in Delaware (United States of America) (“NewCo”), which was fully owned by Spansion. Accordingly, these historical combined abbreviated financial statements contain revenue, which is recognized entirely with related parties.

Spansion transferred substantially all relevant assets related to the front-end wafer 200 mm semiconductor manufacturing facility (including front-end wafer testing facility) and the procurement function responsible for spare parts (excluding raw materials for raw wafers and externally produced front-end wafers) to NewCo, which in turn assumed the associated liabilities. Employees related to the Fab 25 Business were also transferred to NewCo. The procurement functions for raw wafers and externally produced front-end wafers were not part of the Transaction and remained with IFX.

Prior to June 30, 2025, Spansion received intercompany administrative, human resources, procurement, and production-related information technology support services from other wholly owned subsidiaries of IFX. As part of the Transaction, the employees responsible for providing these support services were also transferred to NewCo, along with the related assets and liabilities associated with the transferring employees.

In addition, Spansion’s membership in 5200 Ben White Condominium Association, Inc. is part of the Transaction. The purpose of the association is solely to govern and maintain shared usage of certain utilities fully owned by Spansion, which are also utilized by a third party.

The Transaction was carried out pursuant to the terms of the Membership Interest Purchase Agreement (the “MIPA”) dated as of February 25, 2025, by and between Spansion and SKYT. With the closing of the Transaction on June 30, 2025, SKYT purchased all shares of the NewCo from Spansion.

In addition, SKYT and IFX have entered into a long-term supply agreement, namely the Individual Agreement to the Frame Agreement for the Purchase of Wafers and Services (“Individual Agreement”), under which SKYT will provide manufacturing and testing services for front-end wafer 200 mm semiconductor products as a contract manufacturer for IFX and its wholly owned subsidiaries.

Furthermore, SKYT and IFX have entered into an agreement for IFX to lease office space from SKYT at a price of $100 a month for the first 36 months after closing, $110 a month for the following 12 months, and an extension period option at fair value for an additional 24 months.

Exhibit 99.1

Basis of Presentation—The accompanying combined statements of assets acquired and liabilities assumed as of September 30, 2024 and 2023, and the related combined statements of revenues and direct expenses for the years ended September 30, 2024 and 2023, and notes thereto (collectively, the “Abbreviated Financial Statements”) of Fab 25 Business have been prepared for the purpose of complying with Rule 3-05 of Regulation S-X under the Securities Act of 1933 of the United States Securities and Exchange Commission.

Throughout the periods covered by the Abbreviated Financial Statements, the operations relating to the assets acquired and liabilities assumed were not segregated within separate legal entities, but were embedded within various IFX legal entities. Historically, IFX has not maintained separate records for these assets. The assets were never operated as a separate independent business or division and separate financial statements have not been prepared in the past. As a result of the foregoing, it is not practicable to provide complete financial statements of the Fab 25 Business, including a reasonable and appropriate allocation of corporate overhead costs, interest expenses, and tax expenses.

The Abbreviated Financial Statements have been derived from the accounting records of Spansion and other wholly owned subsidiaries of IFX using historical results of operations and financial position and reflect only the assets acquired, liabilities assumed and associated revenues, direct expenses, and other expenses of the Fab 25 Business.

The Abbreviated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These Abbreviated Financial Statements are not intended to represent a complete presentation of the financial position, results of operations, cash flows and the related footnotes of the Fab 25 Business.

The assets acquired and liabilities assumed as part of the Transaction include items specifically identified in the MIPA. The assets and liabilities related to Fab 25 Business that are excluded from the Abbreviated Financial Statements–because they are explicitly classified as excluded from the Transaction in the MIPA–include mainly cash and cash equivalents; selected types of inventories (e.g., finished goods, raw wafers, and externally produced front-end wafers (untested)); specific property, plant, and equipment and intangible assets (e.g., IP technology), intercompany trade receivables and payables due from and due to IFX and with its wholly owned subsidiaries; trade payables due to suppliers related to raw wafers and externally produced front-end wafers (untested); selected types of other assets and liabilities; certain types of personnel-related liabilities; and tax-related liabilities and assets (e.g., income and deferred taxes).

The revenues, direct expenses, and other expenses presented reflect only the activities and functions that were historically part of the Fab 25 Business.

As the Fab 25 Business operated as an integrated internal contract manufacturer within IFX group (i.e., consisting of IFX and its wholly owned subsidiaries), cash flows specific to operating, investing, and financing activities were neither prepared nor historically reported at the Fab 25 Business level and were comingled with other IFX group entities. Consequently, the preparation of such cash flow information attributable to the Fab 25 Business is not practical and was not included in the Abbreviated Financial Statements.

The Abbreviated Financial Statements are not necessarily indicative of the results of operations that would have occurred or may occur in the future if the Fab 25 Business had been integrated into SKYT group (i.e., consisting of SKYT and its wholly owned subsidiaries).

Exhibit 99.1

2.USE OF MANAGEMENT’S ESTIMATES AND ASSUMPTIONS

These Abbreviated Financial Statements include consistent and reasonable allocation of costs, based on appropriate assumptions and estimates. Where specific identification was not practicable, a proportional cost allocation method was used, primarily based on headcount. All cost allocations were derived from direct and indirect costs incurred to provide manufacturing and testing services. The allocations and estimates in the combined statements of revenues and direct expenses are based on assumptions that IFX management considers reasonable. Actual results may differ from these estimates and assumptions.

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories—Inventories are measured at the lower of historical acquisition or fully absorbed production cost—calculated using the weighted-average method—and net realizable value.

Raw materials for production supplies, test wafers, photochemical, gases, and chemicals as well as sputtering targets are capitalized at their acquisition costs and with consumption recorded as cost of sales in the combined statements of revenues and direct expenses.

Consignment stocks of raw materials from suppliers are recognized as raw materials and supplies in the statements of assets acquired and liabilities assumed—together with a corresponding other current liability—at the point in time when control over these consignment stocks is transferred.

Write-downs to net realizable value are recorded for inventories and are determined at the product level for technically obsolete and slow-moving inventories on the basis of the amount of revenues expected to be generated by the relevant product. The resulting expenses are recorded in cost of sales.

Other Current Assets—Prepaid expenses, recorded under other current assets, represent advance payments for services to be received in future periods. They are initially measured at the amount paid and recognized as cost of sales over the periods in which the services are received.

Spare parts directly procured from suppliers for technical equipment and machinery are capitalized at the time of purchase and recorded as cost of sales as used, generally within a year of purchase in the combined statements of revenues and direct expenses.

Property, Plant, and Equipment—Property, plant, and equipment are measured at historical acquisition or construction cost, reduced by depreciation, and any recognized impairment losses. Depreciation is applied using the straight-line method and is recorded within cost of sales. Land and construction in progress are not subject to depreciation.

Property, plant, and equipment also include recognized upgrade costs for technical equipment and machinery, if they meet the recognition criteria under US GAAP. Upgrade costs are capitalized if one of the following criteria is met: increase in the substance of the assets, change in nature of the asset, significant improvement, or significant extension of useful life.

Exhibit 99.1

Depreciation of property, plant, and equipment is based on the following useful lives:

	Years
Land and buildings:
Land	-
Buildings	15–25
Technical equipment and machinery:
Machines	5
Utility systems	5
Testing stations	5
Other technical equipment	5
Other equipment, plant, and office equipment:
Vehicle fleet	6
Desktop systems and other office communication equipment	3
Other data processing, communication, and security systems	3
Automation systems	3
Standard test equipment	3
Other plant and office equipment	3

Other Intangible Assets—Other intangible assets consist of purchased software licenses and are measured at acquisition cost, reduced by amortization, and any recognized impairment losses. Amortization is recorded using the straight-line method over the estimated useful lives of the assets and is recorded within cost of sales. Purchased software licenses have a useful life of three years.

The Fab 25 Business does not have any goodwill or other intangible assets with indefinite useful lives.

Leases—According to Accounting Standards Codification (ASC) 842, Leases, at the commencement of a lease, a right-of-use asset is capitalized at amortized acquisition cost, and a corresponding lease liability is recognized at the present value of the outstanding lease payments.

Right-of-use assets are depreciated on a straight-line basis over the expected useful life or, if shorter, over the lease term. Depreciation is recorded within cost of sales. Lease liabilities are subsequently measured using the effective interest method and are classified as current and noncurrent. The related interest expenses are recognized for finance leases as interest expenses in the combined statements of revenues and direct expenses. A lease is classified as either a finance lease or an operating lease based on whether substantially all the risks and rewards of ownership are transferred. Finance leases transfer these risks and rewards, whereas all other leases are classified as operating leases.

Lease modifications are accounted for by remeasuring the lease liability at the effective date of the modification using a revised discount rate, with a corresponding adjustment to the right-of-use asset.

Lease arrangements are not always labeled as such; embedded leases can exist within sales, supply, or service contracts and are linked to the output of specific assets rather than the assets themselves. A right to use an asset can be conveyed in sales, supply, or service contracts; unlike normal leases, embedded leases relate to the output of an asset rather than the asset itself and commonly occur in

Exhibit 99.1

outsourcing or user-specific production contracts. A contract or arrangement contains a lease according to ASC 842, if the fulfillment depends on the use of a specific asset, and the arrangement conveys a right to use the asset.

For operating leases, lessors recognize the leased asset as property, plant, and equipment in the statements of assets acquired and liabilities assumed and recognize income in profit and loss on a straight-line basis over the lease term.

Costs from leasing agreements for low-value assets are recorded on a straight-line basis in the cost of sales. Generally, leased assets with an acquisition cost of up to $5 are considered low-value assets. Furthermore, the short-term lease recognition exemption is used, which means there is no recognition of right-of-use assets or lease liabilities for leases with an initial term of 12 months or less.

Impairment of Long-Lived Assets—The noncurrent assets related to property, plant, and equipment; right-of-use assets; and other intangible assets with finite useful lives are tested for impairment whenever there are indicators (i.e., triggering events) that their carrying amounts may not be recoverable. Triggering events include significant adverse changes in market conditions, physical damage, technological obsolescence, lease modifications, planned sale, or underperformance compared to expectations.

The carrying amount is first compared with the undiscounted cash flows. If the carrying amount is lower than the undiscounted cash flows, no impairment loss is recognized. If the carrying amount is higher than the undiscounted cash flows, an impairment loss is recorded if the carrying value exceeds the fair value and is measured as the excess of the carrying amount over the fair value. 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 at the measurement date.

For the purposes of the Abbreviated Financial Statements, triggering events were analyzed for the stand-alone Fab 25 Business to determine whether indicators of impairment were present. Where such indicators existed, an impairment test was performed on the stand-alone Fab 25 Business, which, although not previously defined as an asset group, was treated and assessed as an asset group for the purpose of the impairment test, in accordance with the applicable accounting standards.

Trade Payables—Trade payables are recognized at nominal value as obligations for received goods or services and are classified as current liabilities if due within 12 months of the reporting date. Foreign currency payables are measured at the exchange rate on the reporting date.

Current Personnel-Related Provisions—Current personnel-related provisions include provisions for accrued paid time off (PTO), retention bonus, and performance bonus.

These employee benefits are measured at the amounts expected to be paid and are recognized as the employees render the related services. Expenses are recorded in the respective functional areas either as cost of sales or general and administrative expenses during the period in which the services are provided.

Other Current Liabilities—Other current liabilities include property tax liability, liabilities related to consignment stock, and employee-related flexible spending accounts (FSAs).

Property taxes are recognized as an expense in the period in which they are incurred, provided that the liability can be estimated both reliably and with a high degree of certainty. Therefore, property taxes relating to the current ownership or use of a property over a specific period are estimated and accrued on a monthly basis over the fiscal year.

Exhibit 99.1

The consignment stock liabilities are recognized as other current liabilities in the statements of assets acquired and liabilities assumed when control over the consignment stocks is transferred.

FSAs are recognized as personnel-related current liabilities. These liabilities arise from employee-elected tax-advantaged savings plans and are measured at the expected reimbursement amounts due to employees. FSAs are recognized at each reporting date, with related expenses recorded in the respective functional areas—either as cost of sales or general and administrative expenses—during the period in which the related services are provided.

Revenue Recognition—Revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers, occurs when control transfers to the customer—that is, when the performance obligation is satisfied and receipt of consideration is probable.

Based on the internal manufacturing agreement between Spansion and IFX, along with its other wholly owned subsidiaries, the performance obligations of Fab 25 Business are to provide intercompany contract manufacturing services for 200 mm front-end wafers and testing services for externally produced front-end wafers that are owned by IFX and its other wholly owned subsidiaries.

Revenue is recognized point-in-time when the performance obligations are satisfied, meaning that Fab 25 Business has completed the manufacturing services for 200 mm front-end wafers and the testing services for externally produced front-end wafers. In the event of a purchase order cancellation, IFX is contractually liable only for costs incurred up to the cancellation date.

The transaction price is determined based on costs incurred to satisfy the performance obligations (measured by material usage and time incurred), plus a 10% fixed margin for completed manufacturing services for 200 mm front-end wafers and the testing services for externally produced front-end wafers.

Cost of Sales—Cost of sales includes all direct and indirect material and production costs; labor and other personnel-related costs; depreciation and amortization of production-related property, plant, and equipment; right-of-use assets; and other intangible assets, as well as transportation, packaging, and freight costs incurred in providing contract manufacturing services for 200 mm front-end wafers (including testing services of externally produced front-end wafers that are owned by IFX and its other wholly owned subsidiaries).

All costs are recognized as expenses in accordance with US GAAP in the period in which the related performance obligations are satisfied and revenue is recognized.

General and Administrative Expenses—General and administrative expenses primarily consist of personnel-related costs for HR services supporting the employees directly involved in the manufacturing activities of Fab 25 Business. Although these expenses are not directly tied to the manufacturing process itself, they are essential for maintaining and managing the Fab 25 Business workforce.

In accordance with US GAAP, all such costs are recognized as expenses in the period in which they are incurred.

Exhibit 99.1

4.INVENTORIES

As of September 30, 2024 and 2023, inventories that are part of the Transaction are summarized as follows:

(US dollars in thousands)	2024		2023
Raw materials and supplies	$	6,659	$	9,180
Work in progress	38,826		37,646
Total inventories	$	45,485	$	46,826

Raw materials and supplies include mainly production supplies test wafers, photochemical, gases, and chemicals as well as sputtering targets.

Consignment stock agreements with suppliers for raw materials are part of the Transaction. The raw materials and supplies include consignment stock inventories for which control transfers upon delivery to the consignment warehouse at the manufacturing facility in Austin, Texas (United States of America), of the Fab 25 Business. These consignment stocks (part of raw materials and supplies) amounted to $128 as of September 30, 2024 (2023: $122). For the corresponding other current liability, please refer to Note 12—Other Current Liabilities.

Work in progress relates to front-end wafers that are in the manufacturing process and for which the manufacturing and testing services have not yet been completed. The inventory classified as work in progress includes all costs incurred in providing the manufacturing and testing services. Costs related to raw wafers and externally produced and purchased front-end wafers are excluded, as these assets and their associated costs belong to the customer under the currently signed contract manufacturing agreement.

5.OTHER CURRENT ASSETS

Other current assets, which are part of the Transaction, comprise prepaid expenses for access rights to software licenses and subscriptions included in the Transaction.

Furthermore, other current assets include spare parts for technical equipment and machinery. These spare parts are generally used within a year of purchase.

Consignment stock agreements with suppliers for spare parts are part of the Transaction as well. Other current assets include consignment stocks for which control transfers upon delivery to the consignment warehouse at the manufacturing facility in Austin, Texas (United States of America), of the Fab 25 Business. These consignment stocks amounted to $226 as of September 30, 2024 (2023: $321). For the corresponding other current liability, please refer to Note 12—Other Current Liabilities.

Exhibit 99.1

6.PROPERTY, PLANT, AND EQUIPMENT

As of September 30, 2024 and 2023, property, plant, and equipment by major asset class and accumulated depreciation that are part of the Transaction are summarized as follows:

(US dollars in thousands)	2024		2023
Land and buildings	$	147,704	$	146,902
Technical equipment and machinery	222,432		196,084
Other plant and office equipment	9,704		7,483
Advance payments and assets under construction	20,054		13,252
Property, plant, and equipment—gross	399,894		363,721
Accumulated depreciation	(240,480)		(202,326)
Property, plant, and equipment—net	$	159,414	$	161,395

In the combined statements of revenues and direct expenses, depreciation on property, plant, and equipment is presented within cost of sales.

Depreciation expense in total was approximately $37,535 and $36,686 for the years ended September 30, 2024, and 2023, respectively.

OTHER INTANGIBLE ASSETS

Other intangible assets comprise of purchased software licenses. In the combined statements of revenues and direct expenses, the amortization on other intangible assets is presented in cost of sales.

The following table summarizes the movement of intangible assets for fiscal years 2023 and 2024:

(US dollars in thousands)
Balance as of September 30, 2022	$	71
Acquisitions	3,430
Amortization charges	(138)
Balance as of September 30, 2023	3,363
Acquisitions	1,441
Amortization charges	(1,579)
Balance as of September 30, 2024	$	3,225

Exhibit 99.1

The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2024:

(US dollars in thousands)
September 30, 2025	$	(1,634)
September 30, 2026	(1,501)
September 30, 2027	(90)
Thereafter	—
Total	$	(3,225)

8.LEASES

The Transaction includes three supplier agreements with embedded lease components, which are accounted for in accordance with ASC 842. These components relate to the embedded lease of a manufacturing plant and bulk gas tanks. All three embedded lease components were classified as finance leases.

The right-of-use assets for the embedded leases as of September 30, 2024 and 2023, are as follows:

(US dollars in thousands)	2024		2023
Manufacturing plant	$	22,813	$	1,452
Bulk gas tanks	190		403
Total right-of-use-assets	$	23,003	$	1,855

Effective February 13, 2024, the existing lease agreement for the manufacturing plant was extended by a further 10 years. This contract extension resulted in a remeasurement of the corresponding right-of-use asset and lease liability in fiscal year 2024.

In the combined statements of revenues and direct expenses, depreciation on right-of-use assets is presented within cost of sales.

Exhibit 99.1

The outstanding lease liabilities for the embedded leases as of September 30, 2024 and 2023, are as follows:

(US dollars in thousands)	2024		2023
Manufacturing plant	$	24,088	$	1,527
Bulk gas tanks	415		593
Total lease liabilities	$	24,503	$	2,120

Other information related to leases was as follows:

	2024	2023
Remaining lease terms	2–10 years	1–4.5 years
Weighted-average remaining lease term	10 years	2 years
Weighted-average discount rate	4.29%	3.04%

As of September 30, 2024, maturities of lease liabilities were as follows:

(US dollars in thousands)
September 30, 2025	$	2,948
September 30, 2026	3,092
September 30, 2027	2,996
September 30, 2028	2,968
September 30, 2029	2,940
Thereafter	15,068
Total lease payments	30,012
Less imputed interest	(5,509)
Total lease liability	$	24,503

Exhibit 99.1

As of September 30, 2023, maturities of lease liabilities were as follows:

(US dollars in thousands)
September 30, 2024	$	1,622
September 30, 2025	318
September 30, 2026	152
September 30, 2027	56
September 30, 2028	28
Thereafter	—
Total lease payments	2,176
Less imputed interest	(56)
Total lease liability	$	2,120

In the combined statements of revenues and direct expenses, interest expenses related to finance lease liabilities are presented within other expenses.

Payments for low-value leases ($5 and less) and short-term leases (< 1 year) are directly expensed and recorded as cost of sales in the combined statements of revenues and direct expenses. For the years ended September 30, 2024 and 2023, the amount is $2 and $25, respectively.

9.IMPAIRMENT OF LONG-LIVED ASSETS

For the purposes of the Abbreviated Financial Statements, triggering events were analyzed for the stand-alone Fab 25 Business. For the fiscal year 2023, no indicators of impairment were identified. However, as of September 30, 2024, indicators were noted following the initiation of M&A considerations and sales-related activities for the Fab 25 Business.

As a result, an impairment test was conducted as of September 30, 2024, treating the stand-alone Fab 25 Business as a separate group of assets. The recoverable amount was determined based on fair value, primarily derived from individual asset selling prices, supported by external valuations and independent appraisals.

As the carrying amount of the net assets of the Fab 25 Business was below the recoverable amount determined on the basis of fair value, less costs of disposal, no impairment loss was recognized for fiscal year 2024.

10.TRADE PAYABLES

The trade payables, which are part of the Transaction, comprise third-party trade payables related to the purchase of raw materials and supplies, utilities, spare parts, maintenance, freight costs, and other office supplies.

Exhibit 99.1

11.CURRENT PERSONNEL-RELATED PROVISIONS

As of September 30, 2024 and 2023, the current personnel-related provisions related to transferred employees and included in the Transaction are summarized as follows:

(US dollars in thousands)	2024		2023
Accrued PTO	$	713	$	599
Retention bonus	836		957
Performance bonus	3,740		6,352
Total current personnel-related provisions	$	5,289	$	7,908

The personnel-related provisions for accrued PTO included in the Transaction cover earned but unused vacation days up to a maximum of 40 hours as agreed in the MIPA.

Exhibit 99.1

12.OTHER CURRENT LIABILITIES

As of September 30, 2024 and 2023, the other current liabilities, which are part of the Transaction, are summarized as follows:

(US dollars in thousands)	2024		2023
Consignment stock liabilities	$	354	$	444
Property tax liabilities	1,611		1,211
Personnel-related liabilities for FSAs	25		19
Total other current liabilities	$	1,990	$	1,674

The consignment stock liability relates to consignment stock that is recorded as raw materials and supplies (see Note 4—Inventories), since control transfers to the Fab 25 Business upon delivery to the consignment warehouse at its manufacturing facility in Austin, Texas (United States of America).

The Transaction also includes property tax liabilities related to properties in Austin, Texas (United States of America). The tax obligation arises for the property owner on January 1 and is payable to the tax authorities by January 31 of the following calendar year.

Personnel-related liabilities for FSAs include employee-elected, tax-advantaged savings plans offered by IFX that allow employees to set aside a portion of their pretax earnings to cover out-of-pocket health care or dependent care expenses.

13.REVENUES

Revenue from the internal manufacturing agreement between Spansion and IFX (including its other wholly owned subsidiaries) is recognized at a point in time, when the performance obligations are satisfied, meaning that the Fab 25 Business has completed the manufacturing services for 200 mm front-end wafers and the testing services for externally produced front-end wafers.

The transaction price is determined using a cost-plus-margin approach based on the intercompany contract manufacturing arrangements in place during fiscal years 2024 and 2023.

For the combined statements of revenues and direct expenses, revenue recognition is based on the costs incurred for performance obligations that were already satisfied. Costs are mainly measured by material usage and time incurred, reflecting the transfer of control of services to the intercompany customers, IFX (including its other wholly owned subsidiaries).

For further information, please refer to Note 3—Summary of Significant Accounting Policies.

14.COST OF SALES

The cost of sales in the combined statements of revenues and direct expenses mainly comprise direct and indirect materials, such as raw materials, indirect production materials, quartz ware, gases, chemicals, utilities (e.g., for electricity, gases, and water related to the production process), spare parts, delivery costs, and freight.

Exhibit 99.1

In addition, the cost of sales includes personnel-related costs for all employees historically involved in providing manufacturing and testing services. As part of the transfer, it was agreed that not all personnel-related assets and liabilities would be transferred to SKYT.

Personnel-related expenses related to assets and liabilities that are part of the transaction include, for example, expenses for FSAs, accrued PTO for earned but unused vacation days up to a maximum of 40 hours, performance bonuses, etc.

Personnel-related expenses related to assets and liabilities that are excluded from the transfer but included in the combined statements of revenues and direct expenses within cost of sales include expenses for long-term incentive plans with a performance share unit plan and a restricted stock unit plan accruals for severance payments in connection with dismissals, deferred compensation plans, other employee fringe benefits, payroll tax liabilities, accrued PTO for earned but unused vacation days exceeding 40 hours, outstanding net payments of wages and salaries, etc.

Furthermore, depreciation of property, plant, and equipment; right-of-use assets; amortization of intangible assets; and property tax expenses are included in cost of sales.

Costs for maintenance of the product manufacturing facility (e.g., salaries, repair and maintenance, and service costs) are included in cost of sales.

Costs related to raw wafers and externally produced front-end wafers are excluded from the combined statements of revenues and direct expenses, as these assets and their associated costs are provided by the customer under the currently signed contract manufacturing agreement. This arrangement will continue after June 30, 2025, under the Individual Agreement between SKYT and IFX, under which IFX will continue to provide raw wafers and externally produced front-end wafers free of charge to enable the Fab 25 Business to perform manufacturing and testing services for IFX and its wholly owned subsidiaries.

15.GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses include costs for administrative and HR supporting functions. These functions were previously handled by IFX and other wholly owned subsidiaries and were not charged to Spansion. Since some of these employees have been transferred as part of the Transaction, the related costs are considered, as they were historically incurred for the Fab 25 Business. Therefore, a cost allocation based on the usage of these services based on the transferred headcount was applied to the relevant incurrent costs on the cost centers to determine the necessary personnel-related expenses for the Fab 25 Business.

16.INTEREST EXPENSES

Interest expenses from applying the effective interest method to the lease liabilities for the embedded leases amount to $666 for the year ended September 30, 2024 (2023: $82).

For further information, please refer to Note 8—Leases.

17.SUBSEQUENT EVENTS

The Abbreviated Financial Statements have been derived from historical information previously presented in IFX’s consolidated financial statements.

Exhibit 99.1

Subsequent events and transactions requiring recognition have been evaluated through November 26, 2024, and November 23, 2023, respectively, the dates of original issuance of the consolidated financial statements of IFX for the fiscal years 2024 and 2023.

In addition, subsequent events and transactions for disclosure purposes have been evaluated through September 11, 2025, the date on which the Abbreviated Financial Statements became available to be issued. No events or transactions were identified that would require disclosure in the Abbreviated Financial Statements, other than the Transaction between IFX and SKYT described in Note 1—Description of the Transaction and Basis of Presentation.

******

Document

Exhibit 99.2

Fab 25 Business of Infineon Technologies AG<br><br>Combined Abbreviated Financial Statements<br>as of and for the Interim Period Ended<br>June 30, 2025 and 2024

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG

TABLE OF CONTENTS

Page

COMBINED ABBREVIATED FINANCIAL STATEMENTS AS OF AND FOR THE INTERIM PERIOD ENDED JUNE 30, 2025 AND 2024

Statements of Assets Acquired and Liabilities Assumed 2

Statements of Revenues and Direct Expenses 3

Notes to Combined Abbreviated Financial Statements 4–17

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG
COMBINED STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
AS OF JUNE 30, 2025 AND 2024
(US dollars in thousands)
(unaudited)
	2025		2024
ASSETS ACQUIRED
CURRENT ASSETS:
Inventories	$	34,374	$	47,938
Other current assets	14,103		17,222
	48,477		65,160
NONCURRENT ASSETS:
Property, plant, and equipment	148,019		154,658
Other intangible assets	2,000		3,633
Right-of-use assets	21,164		23,624
	171,183		181,915
TOTAL ASSETS ACQUIRED	$	219,660	$	247,075
LIABILITIES ASSUMED
CURRENT LIABILITIES:
Trade payables	$	23,660	$	31,256
Current personnel-related provisions	4,307		5,476
Current lease liabilities	2,209		1,561
Other current liabilities	1,349		1,406
	31,525		39,699
NONCURRENT LIABILITIES—Noncurrent lease
Liabilities	20,880		23,087
TOTAL LIABILITIES ASSUMED	52,405		62,786
NET ASSETS ACQUIRED	$	167,255	$	184,289
The accompanying notes are an integral part of these combined abbreviated financial statements.
---	---	---	---	---
FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG
COMBINED STATEMENTS OF REVENUES AND DIRECT EXPENSES
FOR THE INTERIM PERIOD ENDED JUNE 30, 2025 AND 2024
(US dollars in thousands)
(unaudited)
	2025		2024
REVENUES	$	250,249	$	249,596
DIRECT EXPENSES:
Cost of sales	(229,245)		(230,487)
General and administrative expenses	(618)		(632)
	(229,863)		(231,119)
NET REVENUES AFTER DIRECT EXPENSES	20,386		18,477
OTHER EXPENSES—Interest expenses	(749)		(409)
	(749)		(409)
NET REVENUES AFTER DIRECT AND OTHER EXPENSES	$	19,637	$	18,068
The accompanying notes are an integral part of these combined abbreviated financial statements.

FAB 25 BUSINESS OF INFINEON TECHNOLOGIES AG

NOTES TO COMBINED ABBREVIATED FINANCIAL STATEMENTS

AS OF AND FOR THE INTERIM PERIOD ENDED JUNE 30, 2025 AND 2024

(Amounts in U.S. dollars in thousands, unless otherwise indicated)

1.DESCRIPTION OF THE TRANSACTION AND BASIS OF PRESENTATION

Description of the Transaction—On June 30, 2025, Spansion LLC, organized in Delaware (United States of America) (“Spansion“), a wholly owned subsidiary of Infineon Technologies AG, headquartered in Munich (Germany) (“IFX”), completed the previously announced sale of certain assets and liabilities, along with the transfer of employees, related to its Fab 25 200 mm semiconductor manufacturing facility in Austin, Texas (United States of America) (the “Transaction” or “Fab 25 Business”) to SkyWater Technology, Inc., based in Bloomington, Minnesota (United States of America) (“SKYT”).

Basis of Presentation—The accompanying combined statements of assets acquired and liabilities assumed as of June 30, 2025 and 2024, and the related combined statements of revenues and direct expenses for the interim period ended June 30, 2025 and 2024, and notes thereto (collectively, the “Abbreviated Financial Statements”) of Fab 25 Business have been prepared for the purpose of complying with Rule 3-05 of Regulation S-X under the Securities Act of 1933 of the United States Securities and Exchange Commission. The interim Abbreviated Financial Statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein.

The Abbreviated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These Abbreviated Financial Statements are not intended to represent a complete presentation of the financial position, results of operations, cash flows and the related footnotes of the Fab 25 Business.

The revenues, direct expenses, and other expenses presented reflect only the activities and functions that were historically part of the Fab 25 Business.

2.USE OF MANAGEMENT’S ESTIMATES AND ASSUMPTIONS

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories—Inventories are measured at the lower of historical acquisition or fully absorbed production cost—calculated using the weighted-average method—and net realizable value.

Property, plant, and equipment also include recognized upgrade costs for technical equipment and machinery, if they meet the recognition criteria under U.S. GAAP. Upgrade costs are capitalized if one of the following criteria is met: increase in the substance of the assets, change in nature of the asset, significant improvement, or significant extension of useful life.

Depreciation of property, plant, and equipment is based on the following useful lives:

	Years
Land and buildings:
Land	-
Buildings	15–25
Technical equipment and machinery:
Machines	5
Utility systems	5
Testing stations	5
Other technical equipment	5
Other equipment, plant, and office equipment:
Vehicle fleet	6
Desktop systems and other office communication equipment	3
Other data processing, communication, and security systems	3
Automation systems	3
Standard test equipment	3
Other plant and office equipment	3

The Fab 25 Business does not have any goodwill or other intangible assets with indefinite useful lives.

to ASC 842, if the fulfillment depends on the use of a specific asset, and the arrangement conveys a right to use the asset.

Current Personnel-Related Provisions—Current personnel-related provisions include provisions for accrued paid time off (PTO), retention bonus, and performance bonus.

Other Current Liabilities—Other current liabilities include property tax liability, liabilities related to consignment stock, and employee-related flexible spending accounts (FSAs).

The consignment stock liabilities are recognized as other current liabilities in the statements of assets acquired and liabilities assumed when control over the consignment stocks is transferred.

Based on the internal manufacturing agreement between Sponsion and IFX, along with its other wholly owned subsidiaries, the performance obligations of Fab 25 Business are to provide intercompany contract manufacturing services for 200 mm front-end wafers and testing services for externally produced front-end wafers that are owned by IFX and its other wholly owned subsidiaries.

All costs are recognized as expenses in accordance with U.S. GAAP in the period in which the related performance obligations are satisfied and revenue is recognized.

In accordance with U.S. GAAP, all such costs are recognized as expenses in the period in which they are incurred.

4.INVENTORIES

As of June 30, 2025 and 2024, inventories that are part of the Transaction are summarized as follows:

(U.S. dollars in thousands)	2025		2024
Raw materials and supplies	$	6,332	$	7,757
Work in progress	28,042		40,181
Total inventories	$	34,374	$	47,938

Raw materials and supplies include mainly production supplies test wafers, photochemical, gases, and chemicals as well as sputtering targets.

Consignment stock agreements with suppliers for raw materials are part of the Transaction. The raw materials and supplies include consignment stock inventories for which control transfers upon delivery to the consignment warehouse at the manufacturing facility in Austin, Texas (United States of America), of the Fab 25 Business. These consignment stocks (part of raw materials and supplies) amounted to $64 as of June 30, 2025 (2024: $124). For the corresponding other current liability, please refer to Note 12—Other Current Liabilities.

5.OTHER CURRENT ASSETS

Other current assets, which are part of the Transaction, comprise prepaid expenses for access rights to software licenses and subscriptions included in the Transaction.

Furthermore, other current assets include spare parts for technical equipment and machinery. These spare parts are generally used within a year of purchase.

Consignment stock agreements with suppliers for spare parts are part of the Transaction as well. Other current assets include consignment stocks for which control transfers upon delivery to the consignment warehouse at the manufacturing facility in Austin, Texas (United States of America), of the Fab 25 Business. These consignment stocks amounted to $97 as of June 30, 2025 (2024: $252). For the corresponding other current liability, please refer to Note 12—Other Current Liabilities.

6.PROPERTY, PLANT, AND EQUIPMENT

As of June 30, 2025 and 2024, property, plant, and equipment by major asset class and accumulated depreciation that are part of the Transaction are summarized as follows:

(U.S. dollars in thousands)	2025		2024
Land and buildings	$	147,541	$	147,514
Technical equipment and machinery	242,426		210,355
Other plant and office equipment	11,365		8,565
Advance payments and assets under construction	18,213		18,892
Property, plant, and equipment—gross	419,545		385,326
Accumulated depreciation	(271,526)		(230,668)
Property, plant, and equipment—net	$	148,019	$	154,658

In the combined statements of revenues and direct expenses, depreciation on property, plant, and equipment is presented within cost of sales.

Depreciation expense in total was approximately $27,028 and $27,569 for the interim period ended June 30, 2025 and 2024, respectively.

OTHER INTANGIBLE ASSETS

Other intangible assets comprise of purchased software licenses. In the combined statements of revenues and direct expenses, the amortization on other intangible assets is presented in cost of sales.

The following table summarizes the movement of intangible assets for the interim period ended on June 30, 2025 and 2024:

(U.S. dollars in thousands)
Balance as of June 30, 2023	$	34
Acquisitions	4,870
Amortization charges	(1,271)
Balance as of June 30, 2024	3,633
Acquisitions	—
Amortization charges	(1,633)
Balance as of June 30, 2025	$	2,000

The following table outlines the estimated future amortization expense related to intangible assets held for the interim period ended on June 30, 2025:

(U.S. dollars in thousands)
June 30, 2026	$	(1,634)
June 30, 2027	(357)
June 30, 2028	(9)
Thereafter	—
Total	$	(2,000)

8.LEASES

The right-of-use assets for the embedded leases as of June 30, 2025 and 2024, are as follows:

(U.S. dollars in thousands)	2025		2024
Manufacturing plant	$	21,110	$	23,381
Bulk gas tanks	54		243
Total right-of-use-assets	$	21,164	$	23,624

In the combined statements of revenues and direct expenses, depreciation on right-of-use assets is presented within cost of sales.

The outstanding lease liabilities for the embedded leases as of June 30, 2025 and 2024, are as follows:

(U.S. dollars in thousands)	2025		2024
Manufacturing plant	$	22,813	$	24,187
Bulk gas tanks	276		461
Total lease liabilities	$	23,089	$	24,648

Other information related to leases was as follows:

	2025	2024
Remaining lease terms	1–9 years	2–10 years
Weighted-average remaining lease term	9 years	10 years
Weighted-average discount rate	4.30%	4.29%

As of June 30, 2025, maturities of lease liabilities were as follows:

(U.S. dollars in thousands)
June 30, 2026	$	3,128
June 30, 2027	2,996
June 30, 2028	2,982
June 30, 2029	2,940
June 30, 2030	2,940
Thereafter	12,863
Total lease payments	27,849
Less imputed interest	(4,760)
Total lease liability	$	23,089

As of June 30, 2024, maturities of lease liabilities were as follows:

(U.S. dollars in thousands)
June 30, 2025	$	2,565
June 30, 2026	3,128
June 30, 2027	2,996
June 30, 2028	2,982
June 30, 2029	2,940
Thereafter	15,803
Total lease payments	30,414
Less imputed interest	(5,766)
Total lease liability	$	24,648

In the combined statements of revenues and direct expenses, interest expenses related to finance lease liabilities are presented within other expenses.

Payments for low-value leases ($5 and less) and short-term leases (< 1 year) are directly expensed and recorded as cost of sales in the combined statements of revenues and direct expenses. For the interim period ended June 30, 2025, the amount is $62 and for the interim period ended on June 30, 2024, $2.

9.IMPAIRMENT OF LONG-LIVED ASSETS

For the purposes of the Abbreviated Financial Statements, triggering events were analyzed for the stand-alone Fab 25 Business. For the interim period June 30, 2024, no indicators of impairment were identified. However, as of September 30, 2024, indicators were noted following the initiation of M&A considerations and sales-related activities for the Fab 25 Business.

As a result, an impairment test was conducted as of June 30, 2025, treating the stand-alone Fab 25 Business as a separate group of assets. The recoverable amount was determined based on fair value, primarily derived from individual asset selling prices, supported by external valuations and independent appraisals.

10.TRADE PAYABLES

11.CURRENT PERSONNEL-RELATED PROVISIONS

As of June 30, 2025 and 2024, the current personnel-related provisions related to transferred employees and included in the Transaction are summarized as follows:

(U.S. dollars in thousands)	2025		2024
Accrued PTO	$	727	$	718
Retention bonus	334		572
Performance bonus	3,246		4,186
Total current personnel-related provisions	$	4,307	$	5,476

The personnel-related provisions for accrued PTO included in the Transaction cover earned but unused vacation days up to a maximum of 40 hours as agreed in the MIPA.

12.OTHER CURRENT LIABILITIES

As of June 30, 2025 and 2024, the other current liabilities, which are part of the Transaction, are summarized as follows:

(U.S. dollars in thousands)	2025		2024
Consignment stock liabilities	$	161	$	376
Property tax liabilities	1,074		941
Personnel-related liabilities for FSAs	114		89
Total other current liabilities	$	1,349	$	1,406

13.REVENUES

Revenue from the internal manufacturing agreement between Spansion and IFX (including its other wholly owned subsidiaries) is recognized at a point in time, when the performance obligations are satisfied, meaning that Fab 25 Business has completed the manufacturing services for 200 mm front-end wafers and the testing services for externally produced front-end wafers.

The transaction price is determined using a cost-plus-margin approach based on the intercompany contract manufacturing arrangements in place during the interim period ended on June 30, 2024 and June 30, 2025.

For further information, please refer to Note 3—Summary of Significant Accounting Policies.

14.COST OF SALES

Furthermore, depreciation of property, plant, and equipment; right-of-use assets; amortization of intangible assets; and property tax expenses are included in cost of sales.

Costs for maintenance of the product manufacturing facility (e.g., salaries, repair and maintenance, and service costs) are included in cost of sales.

15.GENERAL AND ADMINISTRATIVE EXPENSES

16.INTEREST EXPENSES

Interest expenses from applying the effective interest method to the lease liabilities for the embedded leases amount to $749 for the interim period ended June 30, 2025 (2024: $409).

For further information, please refer to Note 8—Leases.

17.SUBSEQUENT EVENTS

The Abbreviated Financial Statements have been derived from historical information previously presented in IFX’s consolidated financial statements.

Subsequent events and transactions requiring recognition have been evaluated through August 5, 2025 and August 5, 2024, respectively, the dates of original issuance of the report on group performance of the third quarter of IFX for the fiscal years 2025 and 2024.

******

Document

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On June 30, 2025 (the “Closing Date”), SkyWater Technology, Inc. (“the Company” or “SkyWater”) completed its previously announced acquisition of Spansion Fab 25 LLC (“Fab 25”), a newly formed limited liability company that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment, the employees, and certain other assets and liabilities related to Infineon Technologies AG’s (“Infineon”) 200 mm fab in Austin, Texas (the “Transaction”), pursuant to the amended Membership Interest Purchase Agreement (“Amended Purchase Agreement”), with Spansion LLC (the “Seller”), an affiliate of Infineon. The Transaction was financed through proceeds received from the execution of an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”) with Siena Lending Group LLC (“Siena”) on June 30, 2025 (the “Debt Financing”).

The following Unaudited Pro Forma Condensed Combined Financial Information (the “Pro Forma Information”) has been prepared in accordance with Article 11 of Securities and Exchange Commission (“SEC”) Regulation S-X. The Pro Forma Information is presented in thousands of U.S. dollars (except share and per share information).

The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 29, 2025 (the “Pro Forma Balance Sheet”) gives effect to the Transaction and the Debt Financing as if those transactions had been completed on June 29, 2025 and combines the unaudited Consolidated Balance Sheet of the Company as of June 29, 2025 (“SkyWater Historical Balance Sheet”) with Fab 25’s unaudited abbreviated Combined Statement of Assets Acquired and Liabilities Assumed as of June 30, 2025 (“Fab 25 Historical Balance Sheet”).

The Unaudited Pro Forma Condensed Combined Statement of Operations for the fiscal year ended December 29, 2024 (the “Pro Forma Annual Statement of Operations”) and the Unaudited Pro Forma Condensed Combined Statement of Operations for the six-month fiscal period ended June 29, 2025 (the “Pro Forma Interim Statement of Operations”) give effect to the Transaction and the Debt Financing as if those transactions had occurred on January 1, 2024, the first day of the Company’s fiscal year 2024 and combines the historical results of the Company and Fab 25. The Pro Forma Annual Statement of Operations combines the audited Consolidated Statement of Operations of the Company for the fiscal year ended December 29, 2024 (“SkyWater Historical Annual Statement of Operations”) and Fab 25’s audited abbreviated Combined Statement of Revenues and Direct Expenses for the fiscal year ended September 30, 2024 (“Fab 25 Historical Annual Statement of Operations”). The Pro Forma Interim Statement of Operations for the six-month fiscal period ended June 29, 2025 combines the unaudited Condensed Consolidated Statement of Operations of the Company for the six-month fiscal period ended June 29, 2025 with Fab 25’s unaudited abbreviated Combined Statement of Revenues and Direct Expenses for the six month fiscal period ended June 30, 2025.

The historical financial statements of the Company and Fab 25 have been adjusted in the accompanying Pro Forma Information to give effect to transaction accounting adjustments necessary to account for the Transaction and the Debt Financing in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Adjustments to the Pro Forma Information are based upon available information and certain assumptions that the Company’s management believes are reasonable and appropriate in the circumstances.

SkyWater and the Seller have different fiscal years. SkyWater’s fiscal year ends on the last Sunday closest to the end of the calendar year, whereas the Seller’s fiscal year ends on September 30. The Pro Forma Information has been prepared utilizing period ends that differ by one fiscal quarter or less, as permitted by Rule 11-02 of SEC Regulation S-X of the Securities Exchange Act of 1934.

The Pro Forma Information should be read in conjunction with:

●The accompanying notes to the unaudited Pro Forma Information;

●The separate audited Consolidated Financial Statements of the Company as of and for the fiscal year ended December 29, 2024 and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024;

●The separate unaudited Condensed Consolidated Financial Statements of the Company as of and for the six-month fiscal period ended June 29, 2025 and the related notes, included in the Company’s Quarterly Report on Form 10-Q for the fiscal periods ended June 29, 2025;

●The separate audited Combined Abbreviated Financial Statements of Fab 25 as of and for the fiscal year ended September 30, 2024 and the related notes; and

●The separate unaudited Combined Abbreviated Financial Statements of Fab 25 as of and for the nine-month fiscal period ended June 30, 2025 and the related notes.

Description of the Transaction

On June 30, 2025 the Company completed its previously announced acquisition of Fab 25 in accordance with the Amended Purchase Agreement to acquire 100% of the membership interests in a newly formed entity that owns and operates the front-end semiconductor manufacturing related to Infineon’s 200 mm fab in Austin, Texas. The purchase price for the Transaction was approximately $92,800, all of which was paid in cash at the Closing Date, comprised of a base purchase price of $73,000 plus a payment for working capital of approximately $19,800 based on estimates of working capital as of June 24, 2025 provided by Seller prior to the Closing Date. The net working capital payment is subject to a post-closing adjustment pursuant to the Amended Purchase Agreement.

In connection with the Transaction, the Company entered into a multi-year supply agreement with certain of Infineon’s subsidiaries under a take-or-pay arrangement for the first four-year period following the close of the Transition (the “Supply Agreement”). The Supply Agreement included an off-market component estimated at a fair value of approximately $70,000 which was included in the purchase price for the Transaction. In addition, as part of the Transaction, the Company entered into a lease agreement to lease a portion of the acquired office space at the Austin, Texas facility back to Infineon for $1,200 annually through June 2029, after which time the rent will be adjusted based on fair market value escalators.

Description of the Debt Financing

In connection with the completion of the Transaction, on June 30, 2025, the Company entered into the Amended Loan Agreement, with Siena as agent and other lenders and parties named thereto. The Amended Loan Agreement amends, restates and replaces the Company’s prior lending arrangement with Siena.

The Amended Loan Agreement provides for a revolving line of credit of up to $350,000 with a scheduled maturity date of June 30, 2030. Proceeds of borrowings under the Amended Loan Agreement were initially used to refinance all indebtedness owed to the lenders under the prior lending agreement with Siena, to fund the cash portion of the purchase price of the Transaction, to pay the fees, costs, and expenses incurred in connection with the Transaction, and for general operating needs of the Company following the close of the Transaction. The Amended Loan Agreement, and the transactions contemplated thereby and thereafter, may be used for working capital purposes, for equipment, and for such other purposes as specifically permitted pursuant to the terms of the Amended Loan Agreement. The Company’s obligations under the Amended Loan Agreement are secured by substantially all of the Company assets and by guarantees made by the Company as included in the Amended Loan Agreement.

Accounting for the Transaction

The Pro Forma Information accounts for the Transaction as the acquisition of a business using the acquisition method of accountancy pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, “Business Combination” (“ASC 805”) with the Company as the accounting acquirer. Under the acquisition method of accounting, the aggregate fair value of the purchase consideration transferred to the Seller is allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the Closing Date. The amount of the estimated fair value of the net assets acquired in excess of the estimated fair value of the purchase consideration transferred will be recorded as a bargain purchase gain pursuant to ASC 805. The processes of (1) valuing the total purchase consideration transferred to the Seller; (2) valuing the acquired net assets of Fab 25; (3) evaluating Fab 25’s historical accounting policies for conformity with SkyWater’s and (4) assessing and valuing the tax impacts to the Transaction are preliminary; accordingly, the purchase price allocation and related transaction accounting adjustments reflected in the Pro Forma Information are preliminary and subject to revision based on a final determinations of fair value, as are the final accounting policy conforming assessment, and final income tax assessments. Refer to Note 1 - Basis of Presentation for more information.

The Pro Forma Information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transaction and the Debt Financing had been completed on the dates set forth above, nor is it indicative of the future consolidated results or financial position of the Company after the Closing Date. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. Differences between these preliminary estimates and the final Transaction accounting may arise and these differences could have a material impact on the Pro Forma Information and the Company’s future consolidated results of operations and financial position. The preliminary pro forma adjustments have been made solely for the purpose of providing the Pro Forma Information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 29, 2025

($ in 000's)

	SkyWater Technology, Inc. historical<br>as of June 29, 2025		Spansion Fab 25 LLC reclassified<br>as of June 30, 2025<br><br>(Note 2)		Transaction<br>accounting adjustments to reflect the Transaction		(Note 4)	Transaction accounting adjustments to reflect the Debt Financing		(Note 4)	Pro forma combined
Assets
Current assets
Cash and cash equivalents	$	49,373	$	—	$	(92,804)	(a)	$	93,890	(a)	$	50,459
Accounts receivable, net of allowance for credit losses	32,016		—		—			—			32,016
Contract assets, net of allowance for credit losses	19,250		—		24,809		(b)	—			44,059
Inventory	13,385		48,243		(28,938)		(c)	—			32,690
Prepaid expenses and other current assets	41,914		234		—			—			42,148
Total current assets	$	155,938	$	48,477	$	(96,933)		$	93,890		$	201,372
Property and equipment, net	161,582		171,183		242,813		(d) (e)	—			575,578
Intangible assets, net	8,441		—		—			—			8,441
Other assets	8,732		—		—			—			8,732
Total assets	$	334,693	$	219,660	$	145,880		$	93,890		$	794,123
Liabilities and shareholders’ equity
Current liabilities
Current portion of long-term debt	$	6,752	$	—	$	—		$	—		$	6,752
Accounts payable	15,353		23,660		—			—			39,013
Accrued expenses	40,627		7,865		6,328		(e) (f)	(191)		(g)	54,629
Short-term financing, net of unamortized debt issuance costs	23,614		—		—			94,081		(g)	117,695
Contract liabilities	61,250		—		20,000		(h)	—			81,250
Total current liabilities	$	147,596	$	31,525	$	26,328		$	93,890		$	299,339
Long-term liabilities
Long-term debt, less current portion and net of unamortized debt issuance costs	35,316		—		—			—			35,316
Long-term contract liabilities	90,887		—		50,000		(h)	—			140,887
Deferred income tax liability, net	604		—		29,952		(i)	—			30,556
Other long-term liabilities	8,324		20,880		(3,264)		(e)	—			25,940
Total long-term liabilities	135,131		20,880		76,688			—			232,699
Total liabilities	$	282,727	$	52,405	$	103,016		$	93,890		$	532,038
Commitments and contingencies
Shareholders’ equity
Preferred stock	—		—		—			—			—
Common stock	485		—		—			—			485
Additional paid-in capital	194,070		—		—			—			194,070
Accumulated deficit	(149,319)		—		210,119		(j)	—			60,800
Total shareholders’ equity, SkyWater Technology, Inc.	45,236		—		210,119			—			255,355
Noncontrolling interests	6,730		—		—			—			6,730
Total shareholders' equity	51,966		—		210,119			—			262,085
Total liabilities and shareholders’ equity	$	334,693	$	52,405	$	313,135		$	93,890		$	794,123

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For The Six-Month Fiscal Period Ended June 29, 2025

($ in 000's, except share and per share data)

	SkyWater Technology, Inc. historical six-month fiscal period ended <br>June 29, 2025		Spansion Fab 25 LLC reclassified six-month fiscal period ended June 30, 2025<br><br>(Note 2)		Transaction accounting adjustments to reflect the Transaction		(Note 5)	Transaction accounting adjustments to reflect the Debt Financing		(Note 5)	Pro forma combined
Revenue	$	120,359	$	168,373	$	10,600	(a) (b)	-			$	299,332
Cost of revenue	95,203		144,309		8,557		(c)	-			248,069
Gross profit	25,156		24,064		2,043			-			51,263
Research and development expense	6,617		-		-			-			6,617
Selling, general, and administrative expense	29,038		10,284		(123)		(d)	-			39,199
Operating (loss) income	(10,499)		13,780		2,166			-			5,447
Interest expense	3,450		494		237		(e)	5,054		(g)	9,235
(Loss) income before income taxes	(13,949)		13,286		1,929			(5,054)			(3,788)
Income tax expense (benefit)	1,126		-		186		(h)	(1,264)		(h)	48
Net (loss) income	$	(15,075)	$	13,286	$	1,743		$	(3,790)		$	(3,836)
Less: net income attributable to noncontrolling interests	2,248		-		-			-			2,248
Net (loss) income attributable to SkyWater Technology, Inc.	$	(17,323)	$	13,286	$	1,743		$	(3,790)		$	(6,084)
Net loss per share attributable to common shareholders basic and diluted	$	(0.36)									$	(0.13)
Weighted average shares used in computing net (loss) per share basic and diluted	47,943										47,943

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Fiscal Year Ended December 29, 2024

($ in 000's, except share and per share data)

	SkyWater Technology, Inc. historical<br><br>fiscal year ended<br><br>December 29, 2024		Spansion Fab 25 LLC reclassified fiscal year ended<br><br>September 30, 2024<br><br>(Note 2)		Transaction accounting adjustments to reflect the Transaction		(Note 5)	Transaction accounting adjustments to reflect the Debt Financing		(Note 5)	Pro forma combined
Revenue	$	342,269	$	335,474	$	21,200	(a) (b)	$	—		$	698,943
Cost of revenue	272,643		293,578		13,468		(c)	-			579,689
Gross profit	69,626		41,896		7,732			-			119,254
Research and development expense	15,040		-		-			-			15,040
Selling, general, and administrative expense	48,026		15,982		8,781		(d)	-			72,789
Operating income (loss)	6,560		25,914		(1,049)			-			31,425
Gain on bargain purchase	-		-		(186,969)		(f)	-			(186,969)
Interest expense	8,837		666		892		(e)	9,353		(g)	19,748
(Loss) income before income taxes	$	(2,277)	$	25,248	$	185,028		$	(9,353)		$	198,646
Income tax expense (benefit)	240		-		(23,458)		(h)	(2,338)		(h)	(25,556)
Net (loss) income	$	(2,517)	$	25,248	$	208,486		$	(7,015)		$	224,202
Less: net income attributable to noncontrolling interests	4,276		-		-			-			4,276
Net (loss) income attributable to SkyWater Technology, Inc.	$	(6,793)	$	25,248	$	208,486		$	(7,015)		$	219,926
Net (loss) income per share attributable to common shareholders:
Basic	$	(0.14)									$	4.64
Diluted	(0.14)										4.52
Weighted average shares used in computing net (loss) income per share:
Basic	47,396										47,396
Diluted	47,396										48,665

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of presentation

The Pro Forma Information and related notes are 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”. The Pro Forma Information is presented in thousands of U.S. dollars (except share and per share information).

The Company and Fab 25’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the Company and Fab 25’s financial statement presentation. The Company is currently in the process of evaluating Fab 25’s accounting policies, and as a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Fab 25’s historical financial statements to the accounting policies used by the Company.

The Pro Forma Information was prepared by accounting for the Transaction as the acquisition of a business and applying the acquisition method of accounting in accordance with ASC 805, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, “Fair Value Measurement and Disclosure”, and based on the historical financial statements of the Company and Fab 25. Under ASC 805, all assets acquired and liabilities assumed in the acquisition of a business are recognized and measured at fair value as of the Closing Date, while transaction costs are expensed as incurred. The excess of the estimated fair value of assets acquired and liabilities assumed over the estimated fair value of the total purchase consideration exchanged is recognized as a bargain purchase gain pursuant to ASC 805.

The allocation of the total purchase consideration exchanged depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the total purchase consideration exchanged has been made for the purpose of developing the Pro Forma Information. The allocation of the total purchase consideration exchanged, as set forth herein, is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to twelve months following the Closing Date as allowed by ASC 805. Any such revisions or changes may be material.

The Pro Forma Condensed Combined Balance Sheet, the Pro Forma Interim Condensed Combined Statement of Operations and the Pro Forma Annual Condensed Combined Statement of Operations, presented herein, are based on the historical Consolidated Financial Statements of the Company and the historical Combined Abbreviated Financial Statements of Fab 25. The Company’s fiscal year ends on the last Sunday closest to the end of the calendar year, whereas Fab 25’s fiscal year ends on September 30.

The Pro Forma Condensed Combined Balance Sheet is presented as if the Company’s acquisition of Fab 25 had occurred on June 29, 2025 and combines the SkyWater Historical Balance Sheet with the Fab 25 Historical Balance Sheet.

The Pro Forma Interim Condensed Combined Statements of Operations and Pro Forma Annual Combined Statement of Operations have been prepared as if the Transaction had occurred on January 1, 2024, the first day of the Company’s fiscal year 2024, and combines the SkyWater Historical Statement’s of Operations with Fab 25 Historical Statement’s of Operations. The Fab 25 financial results for the six-month fiscal period ended June 29, 2025, have been calculated by subtracting Fab 25’s financial results for the three-month fiscal period ended December 31, 2024 from its financial results for the nine-month fiscal period ended June 30, 2025. Therefore, the unaudited Pro Forma Interim Condensed Combined Statement of Operations excludes Fab 25’s financial results for the three-month fiscal period ended December 31, 2024 which reflected revenue of $81,876 and net income of $6,351.

The Pro Forma Information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction or any integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable. The Pro Forma Information does not purport to represent what the combined results of operations would have been if the Acquisition had actually occurred on the dates indicated above, nor are they indicative of the Company’s future results of operations or the combined financial position after the Transaction.

The Company is not aware of any material transactions between the Company and Fab 25 during the periods presented. Accordingly, adjustments to eliminate transactions between the Company and Fab 25 have not been reflected in the Pro Forma Information.

Note 2 - Fab 25 reclassification adjustments

During the preparation of the Pro Forma Information, SkyWater’s management performed preliminary evaluations of Fab 25’s historical financial statements to identify differences in basis of Fab 25’s financial statement presentation as compared to that of the Company. The Company similarly performed evaluation of Fab 25’s U.S. GAAP accounting policies to identify differences in Fab 25’s application of U.S. GAAP as compared to the accounting policies of the Company. With the information currently available, the Company determined that no significant pro forma adjustments are necessary to conform Fab 25’s historical financial statements to the accounting policies used by the Company. However, certain reclassification adjustments have been made to conform Fab 25’s historical financial statement presentation to the Company’s financial statement presentation. Management of the Company has not fully completed the prior described accounting analyses. Completion of these accounting analyses may identify additional pro forma adjustments to conform Fab 25’s U.S. GAAP accounting policies to those of the Company. Such adjustments, if identified, could be material and result in changes to the Pro Forma Information that could be materially different from the amounts set forth in the Pro Forma Information presented herein.

Refer to the table below for a summary of reclassification adjustments made to conform the presentation of the Fab 25 Historical Balance Sheet with that of the SkyWater Historical Balance Sheet (amounts in thousands of U.S. Dollars):

Fab 25 Historical Balance Sheet line item	SkyWater Historical Balance Sheet line item	Spansion Fab 25 LLC<br>as of June 30, 2025		Reclassification			Spansion Fab 25 LLC reclassified<br> as of June 30, 2025
	Cash and cash equivalents	$	-	$	-		$	-
	Accounts receivable, net of allowance for credit losses	-		-			-
	Contract assets, net of allowance for credit losses	-		-			-
Inventories	Inventory	34,374		13,869		(a)	48,243
Other current assets		14,103		(14,103)		(a) (b)	-
	Prepaid expenses and other current assets	-		234		(b)	234
Property, plant and equipment	Property and equipment, net	148,019		23,164		(c) (d)	171,183
Other intangible assets	Intangible assets, net	2,000		(2,000)		(c)	-
Right-of-use assets		21,164		(21,164)		(d)	-
	Other assets	-		-			-
	Current portion of long-term debt	-		-			-
Trade Payables		23,660		(23,660)		(e)	-
	Accounts payable	-		23,660		(e)	23,660
Current personnel-related provisions		4,307		(4,307)		(f)	-
	Accrued expenses			7,865		(f) (g) (h)	7,865
	Short-term financing, net of unamortized debt issuance costs	-		-			-
Current lease liabilities		2,209		(2,209)		(g)	-
Other current liabilities		1,349		(1,349)		(h)	-
Non-current lease liabilities		20,880		(20,880)		(i)	-
	Long-term contract liabilities	-		-			-
	Deferred income tax liability, net	-		-			-
	Other long-term liabilities	-		20,880		(i)	20,880
	Preferred stock	-		-			-
	Common stock	-		-			-
	Additional paid-in capital	-		-			-
	Accumulated deficit	-		-			-
	Noncontrolling interests	-		-			-

a)Reclassification of $13,869 of other current assets to inventory related to spare parts.

b)Reclassification of $234 of other current assets to prepaid and other current assets.

c)Reclassification of $2,000 of other intangible assets to property and equipment, net

d)Reclassification of $21,164 of right-of-use assets to property and equipment, net.

e)Reclassification of $23,660 of trade payables to accounts payable.

f)Reclassification of $4,307 of current personnel-related provisions to accrued expenses.

g)Reclassification of $2,209 of current lease liability to accrued expenses.

h)Reclassification of $1,349 of other current liabilities to accrued expenses.

i)Reclassification of $20,880 of non-current lease liabilities to other long-term liabilities.

Refer to the table below for a summary of adjustments made to present the Fab 25 Historical Interim Statement of Operations to conform with the SkyWater Historical Interim Statement of Operations (amounts in thousands of U.S. Dollars):

Fab 25 Historical Interim Statement of Operations line item	SkyWater Historical Interim Statement of Operations line item	Spansion Fab 25 LLC for the six-month fiscal period ended June 30, 2025		Reclassification			Spansion Fab 25 LLC reclassified for the six-month fiscal period ended June 30, 2025
Revenues	Revenue	$	168,373	$	-		$	168,373
Cost of sales	Cost of revenue	154,282		(9,973)		(a)	144,309
	Research and development expense	-		-			-
General and administrative expenses	Selling, general, and administrative expense	311		9,973		(a)	10,284
Other income	Other income	-		-			-
Interest expenses	Interest expense	494		-			494
Provision for (benefit from) income taxes	Income tax expense (benefit)	-		-			-
	Net income attributable to non controlling interest	-		-			-

(a) Reclassification of $9,973 of cost of revenue to selling, general and administrative expenses.

Refer to the table below for a summary of adjustments made to present the Fab 25 Historical Annual Statement of Operations to conform with the SkyWater Historical Annual Statement of Operations (amounts in thousands of U.S. Dollars):

Fab 25 Historical Annual Statement of Operations line item	SkyWater Historical Annual Statement of Operations line item	Spansion Fab 25 LLC<br><br>for the fiscal year ended September 30, 2024		Reclassification			Spansion Fab 25 LLC reclassified<br><br>for the fiscal year ended September 30, 2024
Revenues	Revenue	$	335,474	$	-		$	335,474
Cost of sales	Cost of revenue	308,688		(15,110)		(a)	293,578
	Research and development expense	-		-			-
General and administrative expenses	Selling, general, and administrative expense	872		15,110		(a)	15,982
Other income	Other income	-		-			-
Interest expenses	Interest expense	666		-			666
Provision for (benefit from) income taxes	Income tax expense (benefit)	-		-			-
	Net income attributable to non controlling interest	-		-			-

(a) Reclassification of $15,110 of cost of revenue to selling, general and administrative expenses.

Note 3 – Preliminary purchase price allocation

Total preliminary purchase price

The following table summarizes the total preliminary estimated purchase consideration exchanged (i.e., the “total preliminary purchase price”) for the Transaction:

(in 000's of U.S. Dollars)	Amount
Cash consideration paid at closing (i)	$	92,804
Estimated fair value of the off-market component of the Supply Agreement (ii)	70,000
Total preliminary purchase price	$	162,804

i)Represents the total cash consideration paid at closing, comprising of the base purchase price of $73,000, plus estimated working capital of $19,804 as of June 24, 2025 as calculated according to the terms and conditions of the Purchase Agreement. Working capital is subject to post-close adjustment based on actual working capital as of the date of close pursuant to the terms of the Purchase Agreement.

ii)Represents the estimated fair value of the off-market component of the Supply Agreement. This estimate is subject to change upon completion of the final valuation analysis. The fair value of Supply Agreement is preliminary and was determined primarily using an income-based approach, which relies on forecast of expected future cash flows and discount rate.

Preliminary purchase price allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed (i.e., the “net assets acquired”) are recognized and measured at fair value as of the Close Date. The determination of fair value used in the transaction accounting adjustments to reflect the Transaction presented herein are preliminary and based on management estimates of fair value of the net assets acquired and have been prepared to illustrate the estimated effect of the Transaction.

The total preliminary purchase price as shown in the table above is allocated to the identifiable net assets acquired of Fab 25 based on the preliminary estimated fair values of the net assets acquired, with the excess of the fair value of the net assets acquired over the fair value of the total preliminary purchase price recorded as a bargain purchase gain pursuant to ASC 805. The fair value assessments are preliminary and are based on currently available information and certain assumptions, which management believes are reasonable in the circumstances. The preliminary fair value estimates of the net assets acquired of Fab 25 used income-based, market-based, and/or cost-based valuation approaches to conclude upon preliminary estimates of fair values. The Company also used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions, when estimating fair value. The preliminary purchase price allocation was based upon the preliminary estimates of fair values of the total preliminary purchase price and net assets acquired accordingly, the related pro forma adjustments are preliminary and have been made solely for the purposes of presenting the Pro Forma Information. The final purchase price allocation will be based on the final values assigned to Fab 25’s net assets acquired as of the Closing Date, all of which are dependent upon finalizing the Company’s valuations income tax assessments, and other analyses, that will be completed at a future date. Accordingly, the preliminary purchase price allocation will be subject to further adjustments as additional information becomes available and as the Company’s purchase accounting work is completed. There can be no assurance that completion of this work will not result in material changes to the estimated values set forth below.

The following table sets forth the preliminary purchase price allocation of Fab 25 reflected in the Pro Forma Balance Sheet. The excess fair value of the net assets acquired over the fair value of the total preliminary purchase price has been recognized as a bargain purchase gain in the Pro Forma Statement of Operations pursuant to ASC 805:

(in 000's of U.S. Dollars)	Amount
Total preliminary purchase price	$	162,804
Assets acquired
Contract assets, net of allowance for credit losses	24,809
Inventory	19,305
Prepaid expenses and other current assets	234
Property and equipment, net (i)	413,996
Total assets acquired	$	458,344
Liabilities assumed
Accounts payables	$	23,660
Accrued expenses	7,093
Deferred income tax liability, net	60,202
Other long-term liabilities	17,616
Total liabilities assumed	108,571
Net assets acquired	349,773
Bargain purchase gain	$	186,969

(i) Includes $19,053 of finance lease right-of-use assets.

Property and equipment, net, which is recognized at preliminary fair value in the Pro Forma Balance Sheet, consist of the following:

(in 000's of U.S. Dollars)	Amount		Estimated useful life
Land	$	31,200
Buildings and improvements	115,811		25 years
Machinery and equipment (i)	248,730		5 years
Property and equipment not yet in service	18,255
Total property, plant and equipment, net	$	413,996

(i) Includes $19,053 of finance lease right-of-use assets.

A 10% change in the valuation of property and equipment, net would cause a corresponding increase in the depreciation expense of approximately $2,528 for the six-month fiscal period ended June 29, 2025 and $5,057 for the fiscal year ended December 29, 2024. Pro forma depreciation is preliminary and based on the use of the straight-line depreciation method and the use of estimated useful lives of the assets that are preliminary and subject to change. The amount of depreciation following the Transaction may differ significantly between periods based on the final values and useful lives assigned to the assets.

Note 4 – Adjustments to the Pro Forma Balance Sheet

(a) Reflects adjustment to cash and cash equivalents:

(in 000's of U.S. Dollars)	Amount
Pro forma transaction accounting adjustments to reflect the Transaction:
Cash consideration transferred	$	(92,804)
Pro forma transaction accounting adjustments to reflect the Debt Financing:
Debt Financing (i)	93,890
Net pro forma adjustments to cash and cash equivalents	$	1,086

(i) Reflects refinancing of the Company’s existing indebtedness which resulted in an increase in the overall borrowing capacity under the Amended Loan Agreement. The Company drew down $129,982 of aggregate principal under the Amended Loan Agreement which was offset by $10,098 of new debt issuance costs paid in cash at the closing date that will be amortized over the life of the Amended Loan Agreement. Proceeds from the borrowing were used to pay down the Company’s historical indebtedness of $25,803 along with accrued and unpaid interest on that historical indebtedness of $233.

(b) Reflects adjustment to reclassify Fab 25 historical work-in-process inventory to contract assets, net of allowances for credit losses which is marked to fair value in accordance with ASC Topic 606, “Revenue Recognition”.

(in 000's of U.S. Dollars)	Amount
Pro forma transaction accounting adjustments to reflect the Transaction:
Fair value adjustment for spare parts	$	(896)
Fair value adjustment for work-in-process	(3,712)
Reclassification of work-in-process inventory to contract assets	(24,330)
Net pro forma transaction accounting adjustments to inventory	$	(28,938)

(d) Reflects the preliminary purchase accounting adjustment for property, and equipment based on the acquisition method of accounting in accordance with ASC 805.

(in 000's of U.S. Dollars)	Amount
Pro forma transaction accounting adjustments to reflect the Transaction:
Elimination of Fab 25’s historical net book value of property and equipment	$	(150,019)
Preliminary fair value of acquired property and equipment	394,943
Net pro forma transaction accounting adjustments to property and equipment, net	$	244,924

(e) Reflects adjustment to remeasure acquired lease liabilities and right of use assets. In accordance with ASC 805, leases should be measured in accordance with ASC Topic 842, Leases (“Topic 842”).

(in 000's of U.S. Dollars)	Amount
Pro forma transaction accounting adjustments to reflect the Transaction:
Right of use asset:
Elimination of Fab 25's historical net book value of finance lease right-of-use assets	$	(21,164)
Remeasurement of acquired finance lease right-of-use assets	19,053
Net pro forma transaction accounting adjustments to property and equipment, net	$	(2,111)
Current finance lease liability:
Elimination of Fab 25's historical net book value of current finance lease liabilities	$	(2,209)
Remeasurement of acquired current finance lease liabilities	1,437
Net pro forma transaction accounting adjustments to accrued expenses	$	(772)
Noncurrent finance lease liability:
Elimination of Fab 25's historical net book value of non-current finance lease liabilities	$	(20,880)
Remeasurement of acquired noncurrent finance lease liabilities	17,616
Net pro forma transaction accounting adjustments to other long-term liabilities	$	(3,264)

(f) Reflects the adjustment to recognize estimated transaction costs of $7,100.

(g) Reflects refinancing of the Company’s existing indebtedness which resulted in an increase in the overall borrowing capacity under the Amended Loan Agreement. The Company drew down $129,982 of aggregate principal under the Amended Loan Agreement which was offset by $10,098 of new debt issuance costs ($10,056 paid in cash with the remaining $42 accrued) amortized over the life of the Amended Loan Agreement. Proceeds from the borrowing were used to pay down the Company’s existing indebtedness of $25,803 as of June 29, 2025 along with accrued and unpaid interest of $233.

(h) Reflects the initial estimate of current and noncurrent contract liabilities for the fair value of the off-market component of the Supply Agreement executed contemporaneously with the Transaction. The off-market component of the supply agreement provides Infineon with favorable future wafer manufacturing pricing. The liability will be reduced as the Company performs under the Supply Agreement by delivering wafers to Infineon and recognizing revenue.

(i) Represents the adjustment to record net deferred tax liabilities of $60,202 associated with temporary taxable differences between the book and tax bases for the net assets acquired with Fab 25. Deferred taxes are predominately the result of purchase accounting adjustments recognized for book purposes to record property and equipment and the off-market component of the Supply Agreement at fair value. Further, the deferred tax liability provides a future source to realize the deferred tax assets of the combined company which resulted in a $30,250 reduction to the historical valuation allowance maintained against the Company’s existing net deferred tax balance. The determination to release the Company’s valuation allowance is preliminary and subject to the finalization of the Company’s purchase accounting and other tax assessments. There is no assurance that the Company will release its valuation allowance or that the amount of the valuation allowance released will not change materially.

(j) Reflects the adjustments to shareholders’ equity:

(in 000's of U.S. Dollars)	Amount
Pro forma transaction accounting adjustments to reflect the Transaction:
Additional nonrecurring transaction expenses	(7,100)
Release of historical SkyWater valuation allowance	30,250
Bargain purchase gain	186,969
Net pro forma transaction accounting adjustments to accumulated deficit	$	210,119

Note 5 –Adjustments to the Pro Forma Statement of Operations

Transaction accounting adjustments to reflect both the Transaction and the Debt Financing in the Pro Forma Interim Statement of Operations and Pro Forma Annual Statement of Operations are as follows:

(a) Reflects recognition of revenue related to the contract liability for the off-market component of the Supply Agreement executed contemporaneously with the Transaction. As the Company satisfies its obligations under the Supply Agreement, the contract liability will be released and recognized as revenue based on actual production volumes during the four-year term of the Supply Agreement.

(b) Reflects rental income related to the sale leaseback of a portion of the Fab 25 facility to Infineon of $600 and $1,200 for the six-month fiscal period ended June 29, 2025 and the fiscal year ended December 29, 2024, respectively.

(in 000's of U.S. Dollars)	For the six-month fiscal period ended June 29, 2025		For the fiscal year ended<br><br>December 29, 2024
Pro forma transaction accounting adjustments to reflect the Transaction:
Elimination of historical depreciation expense (i)	$	(16,504)	$	(37,182)
Depreciation expense based the fair value of acquired property and equipment (i)	25,284		50,568
Removal of historical Fab 25 lease expense (ii)	(1,266)		(2,138)
Lease expense on remeasured leases (ii)	1,043		2,220
Net pro forma transaction accounting adjustment to costs of revenue	$	8,557	$	13,468

i)Represents net adjustments to depreciation expense for the estimated fair value adjustment of acquired property and equipment as depreciated on a straight-line basis over the remaining useful lives of the associated assets and the removal of historical Fab 25 depreciation expense.

ii)Represents net adjustments to lease expense for the recognition of new lease expense on remeasured leases and the removal of historical Fab 25 lease expense.

(d) Reflects adjustment to selling, general, and administrative expense:

(in 000's of U.S. Dollars)	For the six-month fiscal period ended June 29, 2025		For the fiscal year ended<br><br>December 29, 2024
Pro forma transaction accounting adjustments to reflect the Transaction:
Elimination of historical depreciation expense (i)	$	(346)	$	(300)
Expected transaction expenses (ii)	—		7,100
Compensation expense related to retention bonuses (iii)	223		1,981
Net pro forma transaction accounting adjustment to selling, general, and administrative expense	$	(123)	$	8,781

i)Represents adjustment to remove historical Fab 25 depreciation expense.

ii)Represents an adjustment to record $7,100 of estimated transaction costs other related expenses expected to be incurred by the Company in connection with the execution of the Transaction. These estimated costs include fees for finder services, financial and strategic advisory, legal counsel, accounting support, valuation services, tax advisory, and other services.

iii)Represents an adjustment to record compensation expense related to the retention bonuses provided to Fab 25 employees that were included as part of the Transaction.

(e) In connection with the measurement of the existing finance lease liabilities as of the closing date, lease right-of-use assets and lease liabilities have been remeasured pursuant to ASC 842. This adjustment reflects the impact on pro forma interest expense of $237 and $892 for the six-month fiscal period ended June 29, 2025 and the fiscal year ended December 29, 2024, respectively.

(f) Reflects the excess of the estimated fair value of the net assets acquired over the total purchase price as a bargain purchase gain of $186,969 pursuant to ASC 805 for the fiscal year ended December 29, 2024.

(g) Reflects the expense related to the Debt Financing and amortization of debt issuance costs:

(in 000's of U.S. Dollars)	For the six-month<br><br>fiscal period ended<br><br>June 29, 2025		For the fiscal<br><br>year ended<br><br>December 29, 2024
Pro forma transaction accounting adjustments to reflect the Debt Financing:
Remove historical interest expense for prior debt financing (i)	$	(1,828)	$	(4,412)
Amortization of debt issuance costs and interest arising from Amended Loan Agreement (i)	6,882		13,765
Net pro forma transaction accounting adjustments to interest expense	$	5,054	$	9,353

i)Interest expense transaction accounting adjustments includes both the interest expense per the Amended Loan Agreement and amortization of debt issuance costs associated with securing the Debt Financing. Interest expense is calculated based on the rates outlined in Section 3 of Schedule A of the Amended Loan Agreement, which specify “term security overnight financing rate (“SOFR”) loans” bearing a variable rate of SOFR plus the applicable margin and “base rate loans” at the “base rate” plus the applicable margin and a 2% default rate applied during certain events of default. The costs incurred to secure the Debt Financing are amortized on a straight-line basis over the term of the commitment.

A sensitivity analysis on interest expense for the six-month fiscal period ended June 29, 2025 and the fiscal year ended December 29, 2024 have been performed to assess the effect of a 125 basis point change of the hypothetical interest on the Debt Financing. The following table shows the change in the interest expense for the Debt Financing transaction described above:

(in 000's of U.S. Dollars)	For the six-month fiscal period ended June 29, 2025		For the fiscal year ended<br><br>December 29, 2024
Interest expense assuming:
Increase of .125 basis points	$	8,192	$	13,927
Decrease of .125 basis points	$	8,029	$	13,602

(h) Represents an adjustment to reflect income taxes at a blended tax rate of 25%, excluding bargain purchase gain and transaction expenses which are non-taxable, for the fiscal year ended December 29, 2024 and for the six-month fiscal period ended June 29, 2025. Additionally, for the fiscal year ended December 29, 2024, the income tax provision is adjusted for a reduction to the historical valuation allowance of the Company of $30,250. The future effective tax rate of the Company after the closing of the Transaction could be significantly different depending on post-Transaction activities, including tax planning activities, the geographical mix of income, the utilization of tax attributes, the timing of reversal of taxable temporary differences, the amount of the reversal of valuation allowance and changes in tax law. Because the tax rates used for the Pro Forma Information are estimated, the blended statutory rate of 25% will likely vary from the actual effective rate in periods subsequent to completion of the Transaction. This determination is preliminary and is subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. The determination to release the Company’s valuation allowance is preliminary and subject to the finalization of the Company’s purchase accounting and other tax assessments. There is no assurance that the Company will release its valuation allowance or that the amount of the valuation allowance released will not change materially.

Note 6 – Earnings per share

Pro forma basic earnings per common share is computed by dividing pro forma net (loss) income by the weighted average number of basic common shares outstanding for the period. Because the Pro Forma Interim Statement of Operations reflects a net loss attributable to SkyWater Technology, Inc. for the six-month fiscal period ended June 30, 2025, the number of shares used to calculated diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been anti-dilutive if included in the calculation. Pro forma diluted net income (loss) per share for the fiscal year ended December 29, 2024 was computed by using the treasury stock method to determine the potential dilutive effect of the Company’s employee stock purchase plan, restricted stock awards, and stock options.

The unaudited pro forma condensed combined basic and diluted earnings per share (“EPS”) calculations are based on the basic and diluted average shares of SkyWater as follows:

	For the six-month fiscal period ended June 29, 2025					For the fiscal year ended December 29, 2024
(in 000's of U.S. Dollars except per share amounts)	Net loss		Average shares outstanding	EPS		Net income		Average shares outstanding	EPS
Pro forma net (loss) income	$	(6,084)				$	219,926
Pro forma net (loss) income per common share – basic	(6,084)		47,943	(0.13)		219,926		47,396	4.64
Effect of dilutive securities:
Employee stock purchase plan shares			-					55
Stock options			-					1,207
Nonparticipating unvested restricted shares			-					7
Pro forma net (loss) income per common share – diluted	$	(6,084)	47,943	$	(0.13)	$	219,926	48,665	$	4.52