Evolution Metals & Technologies Corp. 8-K/A

What Happened
Evolution Metals & Technologies Corp. (formerly Welsbach Technology Metals Acquisition Corp., “WTMA”) filed an 8‑K reporting that the business combination with Evolution Metals LLC (“EM”) closed on January 5, 2026. At closing Merger Sub merged into EM, EM survived as a wholly owned subsidiary of WTMA, and WTMA changed its name to Evolution Metals & Technologies Corp. The filing also describes a number of related predecessor transactions, corporate charter/bylaw changes, a new code of ethics, and that the company ceased to be a shell company as of the Closing Date.

Key Details

• Closing date: January 5, 2026; WTMA renamed to Evolution Metals & Technologies Corp.; company ceased to be a shell company.
• Merger consideration update: an amendment set the WTMA stock value to be delivered to David Wilcox or his trust at $4,759,622,900 (in shares at closing valuation).
• Bridge loan: EM obtained an $80,000,000 unsecured bridge loan at a 6.00% fixed annual rate; matures five business days after the Closing Date (prepayable without penalty).
• Executive hires and pay: Executive Chairman David Wilcox and CEO Frank Moon each have $1,500,000 base salaries (other senior hires include President Andrew Knaggs $1,300,000; CLO John Arrastia $1,300,000; CFO/COO Christopher Clower $1,000,000). Executives received or are eligible for sizable equity awards (options and restricted stock units — award maximums and option/share counts are disclosed in the filing).
• Governance and investor rights: stockholders approved a 2025 Equity Incentive Plan effective at closing; an Amended & Restated Registration Rights Agreement requires the company to file a shelf registration within 180 days to register resale of certain holders’ shares.

Why It Matters
This 8‑K confirms the formal completion of the merger that takes Evolution Metals & Technologies public and replaces WTMA’s prior SPAC status. Investors should note the material financing and governance changes: a large merger consideration tied to founder/major equityholders, the short‑term $80M bridge loan, and new executive compensation packages with significant equity, all of which affect ownership, dilution and near‑term corporate priorities. The registration rights and equity incentive plan mean certain holders’ shares will be registered and management equity awards can vest or be exercised per disclosed terms. Review the full 8‑K exhibits (merger agreements, registration rights, and executive contracts) for detailed legal and financial terms before making investment decisions.