Evolution Metals & Technologies Corp. 8-K

What Happened

• Evolution Metals & Technologies Corp. (EMAT) filed an 8-K reporting the closing of the business combination on January 5, 2026. At closing, the special purpose acquisition company WTMA changed its name to Evolution Metals & Technologies Corp., Merger Sub merged into EM and EM became a wholly owned subsidiary of WTMA/EMAT. The filing summarizes a series of previously disclosed merger amendments and the completion of several related “precedent” transactions that restructured EM’s U.S. and Korean subsidiaries prior to closing.

Key Details

• Closing date: January 5, 2026; company ceased to be a shell as of the Closing.
• Bridge loan: EM entered an unsecured single-disbursement Bridge Loan for $80,000,000 at a fixed 6.00% annual interest rate (matures five business days after closing, subject to earlier repayment).
• Leadership hires / compensation (effective on Closing Date): David Wilcox — Executive Chairman, $1,500,000 base salary and options for 13,816,043 shares; Frank Moon — CEO, $1,500,000 base and awards (up to 11,513,369 RSUs and options); Andrew Knaggs — President, $1,300,000 base; Christopher Clower — CFO/COO, $1,000,000 base; John Arrastia — CLO, $1,300,000 base. All senior executives have performance bonus tiers and severance/change-of-control protections described in their agreements.
• Equity plan and registration rights: The Evolution Metals & Technologies 2025 Equity Incentive Plan became effective at closing; an Amended and Restated Registration Rights Agreement requires EMAT to file a shelf registration within 180 days to register resale of certain shares held by pre-closing holders.
• Lock-ups and governance: Multiple lock-up agreements restrict transfers by sponsors, former WTMA holders and certain EM members (up to three years). The company adopted amended and restated charter and bylaws and a new Code of Ethics on closing.

Why It Matters

• The filing confirms the legal and financial closing of the merger that creates the public company now named Evolution Metals & Technologies Corp., ending its shell status and putting in place management, governance, equity incentives and financing to start operations as a public company. Key items for investors: the $80M short-term bridge loan (unsecured), significant equity awards and vesting/lock-up schedules for insiders, and required registration rights that will affect future share supply. These factors influence near-term liquidity, insider ownership/vesting timelines and potential future dilution from equity awards and registered resales.