Exhibit 99.1

VOLTH2 HOLDINGS AG

Condensed Consolidated Financial Statements

For the Three & Nine Months Ended September 30, 2021

VoltH2 Holdings AG

Condensed Consolidated Statement of Operations

(Unaudited)

(Expressed in Euro)

TABLE OF CONTENTS

VoltH2 Holdings AG

Condensed Consolidated Balance Sheets

(Expressed in Euro)  

The accompanying notes are an integral part of the condensed consolidated financial statements.

VoltH2 Holdings AG

Condensed Consolidated Statements of Operations

(Unaudited)

(Expressed in Euro)

The accompanying notes are an integral part of the condensed consolidated financial statements.

VoltH2 Holdings AG

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Expressed in Euro)

The accompanying notes are an integral part of the condensed consolidated financial statements.

VoltH2 Holdings AG

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(Expressed in Euro)

The accompanying notes are an integral part of the condensed consolidated financial statements

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021

(Unaudited)

(Expressed in Euro)

VoltH2 Holdings AG (the “Company” or “VoltH2”) is a privately-owned limited liability company registered in Switzerland with an operating subsidiary registered in the Netherlands. The Company is dedicated to the origination and development of industrial focused Hydrogen infrastructure projects. The Company is headquartered at Neuhofstrasse, 21, Baar, 6340, Switzerland.

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As permitted, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020. The balance sheet as of December 31, 2020 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.

These condensed consolidated financial statements are presented in Euros, unless otherwise indicated. Items included in the condensed consolidated financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency is the Euro.

The condensed consolidated financial statements of the Company include the financial information of VoltH2 Holdings AG (the “Parent Company”) and the following wholly-owned subsidiaries (“Volt Subsidiaries”):

All inter-company transactions and balances have been eliminated upon consolidation. VoltH2 B.V. the (“Volt Subsidiary”) was established on June 15, 2020. VoltH2 was established on September 4, 2020 and through a capital reorganization and share exchange of the outstanding shares Volt Subsidiary, VoltH2 became the sole shareholder of the Volt Subsidiary. As a result of the reorganization these condensed consolidated financial statements are prepared as of the original date of incorporation being June 15, 2020.

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 (Unaudited)

(Expressed in Euro)

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern. As of the date of these financial statements, the Company identified the following conditions:

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 (Unaudited)

(Expressed in Euro)

The proposed business of the Company involves a high degree of risk and there is no assurance that the Company will be profitable. Future capital requirements will depend upon many factors, including progress with developing and permitting site locations, the ability to establish and secure collaborative power and off- take arrangements, competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. The Company’s ability to generate revenue and achieve profitability requires it to successfully market and secure permits and regulatory approvals for the development of hydrogen production facilities, and eventual production of hydrogen at cost effective rates.

These activities, including planned development efforts, will require significant uses of working capital. There can be no assurance that the Company will generate revenue and cash as expected in its current business plan.

Based on the Company’s current assessment, the financial flexibility provided by minimizing significant long-term contractual or employment commitments, and the Company’s current liquid financial resources on hand, access to additional financing through restructuring of its existing notes payable (See Note 8 – “Subsequent Events”, the Company believes it is probable it can effectively manage liquidity for at least the next 12 months from the date these financial statements were available to be issued.

Cash and cash equivalents include cash on hand, and deposits in financial institutions and other deposits that are readily convertible into cash or with maturities of three months or less. As at September 30, 2021 and December 31, 2020 the Company did not hold any cash equivalents.

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”. The Company is still in the development stage of its current operations and has no revenue to date.

The Company holds investments in land-use agreements and other site development option agreements. The Company follows Accounting Standards Codification (“ASC”) 720-15, Start-Up Costs. Costs of start-up activities, including organizational costs, are expensed as incurred. The Company capitalizes costs related to project acquisition fees, costs related to acquisitions licenses and permits, as well as other costs related to contract negotiation for the project. Additionally, development costs for each project are capitalized as long as they are related to a specific project and management concludes that the project’s construction and completion are probable.

Investments are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the carrying amount of the investment exceeds its estimated fair value an impairment is recognized in an amount equal to that excess. As of September 30, 2021, the Company does not believe any of its investments are impaired.

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 (Unaudited)

(Expressed in Euro)

The Company computes net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “if converted” method as applicable. The computation of diluted loss per share excludes dilutive securities because their inclusion would be anti-dilutive. The Company has no potentially dilutive securities as at September 30, 2021 or the comparative period, and as a result basic earnings per share equals diluted earnings per share.

The carrying value of cash and cash equivalents, VAT receivable, accounts payable and accrued liabilities, and notes payable as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

There were no fair value measurements as of September 30, 2021.

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 (Unaudited)

(Expressed in Euro)

The Company’s capitalized development costs to date consist of investments in land-use options and include the following as at September 30, 2021 & December 31, 2020:

Land-use payments made during the period ended September 30, 2021, relate to two executed Memorandum of Understanding (“MOU”). The first MOU is with North Sea Port Netherlands N.V. (“North Sea Port”) and provides the Company with the option to secure a 40-year long lease agreement, with a one-time 10-year extension, on a 30,000M2 site located in Vlissingen, Netherlands. If the long lease agreement is executed, these costs can be used to offset the future minimum required lease payments as stipulated in the MOU.

The second MOU is also with North Sea Port, under similar terms for an additional 30,000M2 site located in Terneuzen, Netherlands.

On April 16, 2021 the Company amended its corporate articles to increase the total common shares authorized to 1,100,000 shares and subsequently issued an additional 100,000 common shares for a par value of € 9,489. The total issued and outstanding number of common shares at September 30, 2021 totaled 1,100,000. Each share has a par value of CHF 0.10. Each share entitles the holder to one vote. The Company’s functional and reporting currency is the Euro, and therefore the par value of the Company’s common stock has been expressed in Euros on the consolidated balance sheet. The par value of the Company’s common stock was translated using the historical (Euro/CHF) exchange rates of the date of issuance.

During the nine months ended September 30, 2021, the Company secured funding from a minority shareholder of the Company through the issuance of three notes payable with principal amounts of $100,000 USD and two notes with principal amounts of $500,000 respectively. The notes are non-interest bearing with a repayment date of November 1, 2021 (See Note 8 – “Subsequent Events”). The Company may repay the notes in part or in whole at any time.

The Company’s outstanding Notes Payable is comprised of the following as of September 30, 2021 and December 31, 2020:

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 (Unaudited)

(Expressed in Euro)

Related parties are those persons, including management, that have authority and responsibility for planning, directing, and controlling the activities of the Company.

During the nine months ended September 30, 2021, the Company incurred €153,125 in management fees with a company controlled by a director of the Company under a management services agreement. As of September 30, 2021, €18,750 fees remained outstanding. During the period from June 15, 2020 through September 30, 2020 the Company incurred €55,735 in management fees.

During the nine months ended September 30, 2021, the Company incurred €54,855 in management fees with a company controlled by a director of the Company under a management services agreement. As of September30, 2021, €6,500 remained outstanding.

During the period from June 15, 2020 through September 30, 2020, the Company incurred €69,565 in management fees with a company that is a controlling shareholder of the Company. No fees were incurred during the nine months ended September 30, 2021.

The following table sets forth the information needed to compute basic and diluted loss per share:

Commencing on August 1, 2021, the Company entered into a lease for new office space in the Netherlands, for a term of three years. The Company analyzed this lease and determined that this agreement meets the definition of a lease under ASU 2016-02 as it provides management with the exclusive right to direct the use of and obtain substantially all of the economic benefits from the identified leased asset, which is the office space. Management also analyzed the terms of this arrangement and concluded it should be classified as an operating lease, as none of the criteria were met for finance lease classification. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. As of the commencement date, a right of use asset and lease liability of $102,331 was recorded on the consolidated balance sheet based on the present value of payments in the lease agreement. Per review of the lease agreement, there was no variable terms identified and there is no implicit rate stated. Therefore, the Company determined the present value of the future minimum lease payments based on the incremental borrowing rate of the Company. The incremental borrowing rate was determined to be 4%, as this is the rate which represents the incremental borrowing rate for the Company, on a collateralized basis, in a similar economic environment with similar payment terms.

VoltH2 Holdings AG

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 (Unaudited)

(Expressed in Euro)

The weighted average remaining term of lease is 34 months. The lease has no fixed escalation costs other than adjustments pegged to the consumer price index. The lease may be terminated or extended at the end of the term by either the Company or the landlord. The operating lease costs for the three and nine months ended September 30, 2021 was €6,377 (2020 – Nil).

The future minimum payments on operating leases amount to the following:

On November 8, 2021, Vision Hydrogen Corporation (“Vision”) acquired 84.1% interest of VoltH2, and together with its existing 15.9% interest, Vision now owns 100% of the Company. The Notes Payable outstanding (See Note 4) held by Vision at September 30, 2021, shall remain outstanding but be restructured to allow for liquidity and additional capital resources to develop the Company’s assets.