Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

As previously disclosed, on December 13, 2021, Ultralife Corporation (the “Company”) completed its acquisition of all issued and outstanding shares of Excell Battery Canada Inc., a British Columbia corporation (“Excell Canada”), and 656700 B.C. Ltd., a British Columbia corporation (“656700”) and its wholly owned subsidiary Excell Battery Corporation USA, a Texas corporation (“Excell USA” collectively, with 656700 and Excell Canada, “Excell”) for an aggregate net purchase price of $23.5 million in cash (the “Excell Acquisition”).

The unaudited pro forma condensed combined statements of comprehensive income for the nine-month period ended September 30, 2021 and year ended December 31, 2020 give effect to the Excell Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Excell Acquisition as if it had occurred on September 30, 2021.

The unaudited pro forma condensed combined financial information has been adjusted to give effect to pro forma events that are factually supportable, directly attributable to the Excell Acquisition, and expected to have a continuing impact on the combined results. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read together with the pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the Company’s unaudited consolidated financial statements contained in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and the audited combined consolidated financial statements of Excell as of December 12, 2021 and for the period from February 1, 2021 to December 12, 2021, as filed hereto as Exhibit 99.2.

The unaudited pro forma condensed combined financial information is for informational purposes only and should not be considered indicative of the results of operations had the Excell Acquisition been completed as of the dates indicated and does not purport to indicate the future combined financial position or results of operations.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021

(Dollars In Thousands)

		Ultralife Corporation and Subsidiaries Historical				Excell Historical				Transaction Accounting Adjustments			Notes		Pro Forma Combined
Current Assets:
Cash and Restricted Cash		$	15,853			$	4,300			$	(6,954	)	a		$	13,199
Trade Accounts Receivable, Net			16,235				3,310				260		b			19,805
Inventories, Net			28,179				3,418				204		b,c			31,801
Prepaid Expense and Other Current Assets			4,271				714				71		b			5,056
Total Current Assets			64,538				11,742				(6,419	)				69,861
Property, Equipment and Improvements, Net			23,035				472				(43	)	d			23,464
Goodwill			26,998				-				11,019		e			38,017
Other Intangible Assets, Net			8,725				-				8,830		f			17,555
Deferred Income Taxes, Net			11,700				36				(615	)	i			11,121
Other Non-Current Assets			1,816				31				960		g			2,807
Total Assets		$	136,812			$	12,281			$	13,732				$	162,825
Current Liabilities:
Accounts Payable		$	9,206			$	1,021			$	429		b		$	10,656
Accrued Compensation and Related Benefits			1,153				239				301		b			1,693
Accrued Expenses and Other Current Liabilities			6,076				603				118		b, g			6,797
Current Portion of Long-Term Debt			253				-				2,000		h			2,253
Income Taxes Payable			-				40				(40	)	b			-
Total Current Liabilities			16,688				1,903				2,808					21,399
Long-Term Debt			-				-				18,866		h			18,866
Deferred Income Taxes, Net			475				-				1,633		i			2,108
Other Non-Current Liabilities			1,103				-				803		g			1,906
Total Liabilities			18,266				1,903				24,110					44,279
Total Shareholders' Equity			118,546				10,378				(10,378	)	j			118,546
Total Liabilities and Shareholders' Equity		$	136,812			$	12,281			$	13,732				$	162,825

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

Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income

Nine-Month Period Ended September 30, 2021

(Dollars In Thousands, Except Per Share Amounts)

		Ultralife Corporation and Subsidiaries Historical				Excell Historical				Transaction Accounting Adjustments				Notes			Pro Forma Combined
Revenues		$	74,504			$	15,604			$	-						$	90,108
Cost of Products Sold			55,151				12,059				-							67,210
Gross Profit			19,353				3,545				-							22,898
Operating Expenses:
Selling, General & Administrative			12,866				2,215				273			f				15,354
Research & Development			5,223				10				-							5,233
			18,089				2,225				273							20,587
Operating Income			1,264				1,320				(273	)						2,311
Other Expense (Income)
Interest Expense, Net			164				-				415			j				579
Other Income, Net			(88	)			(741	)			-							(829	)
			76				(741	)			415							(250	)
Income Before Income Taxes			1,188				2,061				(688	)						2,561
Income Tax Provision (Benefit)			290				421				(155	)		k				556
Net Income			898				1,640				(533	)						2,005
Net Income Attributable to Non-Controlling Interest			1				-				-							1
Net Income Attrributable to Ultralife Corporation			897				1,640				(533	)						2,004
Other Comprehensive Loss			(37	)			-				-							(37	)
Comprehensive Income Attributable to Ultralife Corporation			860				1,640				(533	)						1,967
Net Income Per Share Attributable to Ultralife Corporation Common Shareholders - Basic		$	0.06														$	0.13
Net Income Per Share Attributable to Ultralife Corporation Common Shareholders - Diluted		$	0.06														$	0.12
Weighted Average Shares Outstanding - Basic			16,020															16,020
Weighted Average Shares Outstanding - Diluted			16,200															16,200

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

Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income

Year Ended December 31, 2020

(Dollars In Thousands, Except Per Share Amounts)

		Ultralife Corporation and Subsidiaries Historical				Excell Historical				Transaction Accounting Adjustments				Notes			Pro Forma Combined
Revenues		$	107,712			$	18,114			$	-						$	125,826
Cost of Products Sold			78,553				14,902				-							93,455
Gross Profit			29,159				3,212				-							32,371
Operating Expenses:
Selling, General & Administrative			17,511				3,149				724			f				21,384
Research & Development			5,947				19				-							5,966
			23,458				3,168				724							27,350
Operating Income			5,701				44				(724	)		l				5,021
Other Expense (Income)
Gain on Litigation Settlement			(1,593	)			-				-							(1,593	)
Interest Expense, Net			436				-				600			j				1,036
Other Income, Net			(165	)			(481	)			-							(646	)
			(1,322	)			(481	)			600							(1,203	)
Income Before Income Taxes			7,023				525				(1,324	)						6,224
Income Tax Provision (Benefit)			1,692				190				(307	)		k				1,575
Net Income			5,331				335				(1,017	)						4,649
Net Income Attributable to Non-Controlling Interest			99				-				-							99
Net Income Attrributable to Ultralife Corporation			5,232				335				(1,017	)						4,550
Other Comprehensive Income			749				-				-							749
Comprehensive Income Attributable to Ultralife Corporation			5,981				335				(1,017	)						5,299
Net Income Per Share Attributable to Ultralife Corporation Common Shareholders - Basic		$	0.33														$	0.29
Net Income Per Share Attributable to Ultralife Corporation Common Shareholders - Diluted		$	0.33														$	0.28
Weighted Average Shares Outstanding - Basic			15,902															15,902
Weighted Average Shares Outstanding - Diluted			16,096															16,096

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

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(Dollars in Thousands)

Note 1 – Basis of Presentation

The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to the pro forma events that are factually supportable, directly attributable to the acquisition, and expected to have a continuing impact on the combined results following the business combination.

The business combination was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations. As an acquirer for accounting purposes, the Company has estimated the fair value of the assets acquired and liabilities assumed and ensured that the accounting policies of Excell were consistent with that of the Company.

The pro forma condensed combined financial information does not necessarily reflect what the combined company’s results of operations would have been had the acquisition occurred as of the date indicated. They also may not be useful in predicting the future results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

No adjustments have been made to the pro forma condensed combined financial information to reflect potential synergies or cost savings that may result from the business combination.

Note 2 – Funding Transaction

The Company completed the Excell Acquisition for an aggregate net purchase price of $23.5 million in cash.  The purchase price was funded by the Company through a combination of cash on-hand and borrowings under the Credit Facilities (as defined in Item 2.03 of the Original Form 8-K).

Note 3 – Preliminary Purchase Price Allocation

The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed. The following table summarizes the preliminary allocation of the purchase price as of the date of the Excell Acquisition.

Cash		$	736
Accounts receivable			3,570
Inventories			3,622
Prepaid expenses and other current assets			785
Property, plant and equipment			429
Goodwill			11,019
Other intangible assets			8,830
Other noncurrent assets			991
Accounts payable			(1,450	)
Accrued compensation and related benefits			(540	)
Accrued expenses and other current liabilities			(720	)
Deferred tax liability, net			(2,213	)
Other noncurrent liabilities			(803	)
Net assets acquired		$	24,256

The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma condensed combined statement of comprehensive income. The final purchase price allocation is subject to change as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include changes in the valuation of assets acquired and liabilities assumed, including but not limited to intangible assets, inventories, fixed assets, deferred taxes and residual goodwill.

Note 4 – Pro Forma Adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

(a) Represents cash on-hand of $3,390 paid by the Company upon closing the Excell Acquisition, comprised of $3,276 paid to the Seller and $114 in debt issuance costs, and the elimination of the Excell cash balance at September 30, 2021.

(b) Reflects changes in working capital as of the acquisition date based on the preliminary purchase price allocation as shown in Note 3.

(c) Reflects a $177 step-up adjustment to recognize acquired finished goods and work in process inventory at estimated fair value as of the acquisition date, determined based on the estimated selling price of the inventory less the remaining manufacturing and selling effort and a normal profit margin on those manufacturing and selling efforts. The step-up in inventory will increase cost of products sold by $177 over approximately two months from the date of acquisition as the inventory is sold. The increase is not reflected in the pro forma condensed combined statement of comprehensive income because it does not have a continuing impact.

(d) Reflects adjustment of the acquired Excell property, plant and equipment to estimated fair value as of the date of acquisition. Estimated useful lives of the acquired assets range from two (2) to five (5) years. The Company’s estimated depreciation expense to be recognized on the acquired property, plant and equipment approximates Excell’s historical depreciation expense.

(e) Represents the goodwill resulting from the Excell Acquisition based on the preliminary valuation of the assets acquired and liabilities assumed as of the acquisition date. Refer to Note 3 for the preliminary purchase price allocation.

(f) Reflects the preliminary valuation of identifiable intangible assets acquired. The estimated fair value of identifiable intangible assets was determined using the income approach which requires a forecast of all expected future cash flows and the use of certain assumptions and estimates. The following table summarizes the estimated fair value and annual amortization for each of the identifiable intangible assets.

									Annual Amortization
		Estimated Fair Value				Amortization Period (Years)			Year 1				Year 2				Year 3				Year 4				Year 5
Customer relationships		$	4,070			15			$	271			$	271			$	271			$	271			$	271
Trade name			3,150			Indefinite				-				-				-				-				-
Customer contracts			1,130			15				75				75				75				75				75
Backlog			360			1				360				-				-				-				-
Technology			120			7				17				17				17				17				17
Total		$	8,830						$	724			$	364			$	364			$	364			$	364

(g) Represents acquired right-of-use assets and assumed lease liabilities of $960 for Excell’s operating facilities. The current and long-term lease liabilities assumed are $157 and $803, respectively.

(h) Represents $20,980 in total borrowings under the Amended Credit Agreement used to finance the Excell Acquisition. Borrowings are comprised of $10,000 principal on the Term Loan Facility and $10,980 drawn against the Revolving Credit Facility. Debt issuance costs of $114, including placement, renewal and legal fees, are reflected as an offset against long-term debt and will be amortized over the term of the Amended Credit Facilities.

(i) Reflects net deferred tax liabilities assumed of $1,633 and $579 in Canada and the U.S., respectively, primarily comprised of deferred tax liabilities recognized on the identifiable intangible assets acquired.

(j) Represents the elimination of the historical shareholders’ equity of Excell.

(k) Reflects the income tax effect of pro forma adjustments.

(l) The historical operating results of Excell and the combined pro forma results presented for the year ended December 31, 2020 reflect a charge of $950 for the write-off of disposed inventory which had not been reserved in preceding periods.

Note 5 – Non-Recurring Transaction Costs

Non-recurring transaction costs of $354 directly related to the acquisition, including one-time accounting, legal and due diligence services, were incurred and expensed during the three-month period ended December 31, 2021. These costs are not reflected in the pro forma condensed combined statement of comprehensive income because they do not have a continuing impact.