UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41183

~~Welsbach~~Evolution ~~Technology~~ Metals ~~Acquisition~~& Technologies Corp.

(Exact name of registrant as specified in its charter)

(formerly Welsbach Technology Metals Acquisition Corp.)

Delaware

87-1006702

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

4422 N. Ravenswood Ave #1025 Chicago, Illinois		60640
4040 NE 2nd Ave, Ste 348 Miami, Florida		33137
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~251~~561) ~~280~~225 ~~1980~~3205

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

Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		EMAT		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

AsIndicate ofby ~~June~~check ~~28,~~mark ~~2024,~~whether the ~~last business day of~~registrant ~~the~~is ~~registrant’s~~a ~~most~~shell ~~recently~~company ~~completed~~(as ~~second~~defined ~~fiscal~~in ~~quarter,~~Rule ~~the~~12b-2 ~~aggregate market value~~ of the ~~registrant’s~~Exchange ~~public~~Act). ~~shares, other~~Yes ~~than~~☐ ~~shares~~No ~~held by persons who may be deemed affiliates of the registrant was approximately $9,790,130.~~☒

As of ~~March~~September 2530, 2025, ~~there~~the ~~were~~last 3business day of the registrant’s most recently completed third fiscal quarter,~~366,765~~ ~~shares~~the aggregate market value of ~~common~~the ~~stock~~registrant’s public shares, ~~par~~other ~~value~~than ~~$0.0001~~shares ~~per~~held ~~share,~~by persons who may be deemed affiliates of the registrant ~~issued~~was ~~and~~approximately ~~outstanding~~$7,054,212.

As of February 20, 2026, there were 593,349,852 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

TABLE OF CONTENTS

			Page
PART I			1
	Item 1.	Business	1
	Item 1A.	Risk Factors	1817
	Item 1B.	Unresolved Staff Comments	2047
	Item 1C.	Cybersecurity	2047
	Item 2.	Properties	2048
	Item 3.	Legal Proceedings	2048
	Item 4.	Mine Safety Disclosures	2048
PART II			2149
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	2149
	Item 6.	Reserved	2350
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2350
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3259
	Item 8.	Financial Statements and Supplementary Data	3259
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3259
	Item 9A.	Controls and Procedures	3259
	Item 9B.	Other Information	3360
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3360
PART III			3461
	Item 10.	Directors, Executive Officers and Corporate Governance	3461
	Item 11.	Executive Compensation	3968
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4178
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	4281
	Item 14.	Principal Accountant Fees and Services	4687
PART IV			4788
	Item 15.	Exhibit and Financial Statement Schedules	4788
	Item 16.	Form 10-K Summary	4893

EXPLANATORY NOTE

Evolution Metals & Technologies Corp. (the “Company”) (formerly known as Welsbach Technology Metals Acquisition Corp. (“WTMA”)) was a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. WTMA consummated its initial public offering in 2021, and its securities were listed on The Nasdaq Stock Market LLC (“Nasdaq”).

On November 6, 2024, WTMA entered into an Amended and Restated Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a wholly owned subsidiary of WTMA (“Merger Sub”), and Evolution Metals LLC, a Delaware limited liability company (“EM”), pursuant to which Merger Sub would merge with and into EM, with EM surviving the merger as a wholly owned subsidiary of WTMA (the “Merger”), subject to the terms and conditions set forth therein. The Merger Agreement was approved by the stockholders of WTMA at a special meeting held on September 2, 2025.

On January 5, 2026 (the “Closing Date”), WTMA consummated the Merger pursuant to the Merger Agreement, and the transactions contemplated thereby (collectively, the “Business Combination”). At the Closing, Merger Sub merged with and into EM, with EM continuing as the surviving entity and becoming a wholly owned subsidiary of WTMA. In connection with the Closing, WTMA changed its name to Evolution Metals & Technologies Corp.

As part of the Business Combination and prior to the consummation of the Merger, EM completed the acquisition of (i) Handa Lab Co., Ltd., (ii) KCM Industry Co., Ltd., (iii) KMMI INC., and (iv) NS World Co., Ltd., each a corporation organized under the laws of the Republic of Korea (collectively, the “Korean Companies”).

As a result of the Business Combination, the Company is a holding company, and substantially all of its operations are conducted through EM and its subsidiaries, including the Korean Companies.

The Business Combination closed subsequent to December 31, 2025 and is therefore treated as a subsequent event for financial reporting purposes. Accordingly, the historical financial information included in this Annual Report on Form 10-K (this “Annual Report”), including the audited financial statements and related notes, reflects solely the historical financial position, results of operations and cash flows of WTMA for the year ended December 31, 2025, and does not include the accounts or results of operations of EM or the Korean Companies.

The Company expects to account for the Business Combination as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”), with EM treated as the accounting acquirer. The consolidated financial statements of the combined company, reflecting EM as the predecessor entity, will be presented in the Company’s future periodic reports commencing with the period that includes the Closing Date.

Unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” or “our” refer to WTMA prior to the Closing and to Evolution Metals & Technologies Corp. and its subsidiaries following the Closing.

The financial statements included in this Annual Report on Form 10-K as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations section relate to the pre-Business Combination WTMA other than where expressly provided therein. The remaining sections of this Annual Report on Form 10-K, other than where expressly provided therein, relate to the post-Business Combination company, Evolution Metals & Technologies Corp. and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report ~~(as~~on ~~defined below),~~Form ~~including,~~10-K ~~without~~contains ~~limitation,~~forward-looking statements ~~under~~that ~~“Item~~reflect 7.our ~~Management’s~~current ~~Discussion~~expectations and ~~Analysis~~views of ~~Financial~~future ~~Condition~~events, ~~and~~all ~~Results~~ of ~~Operations”~~which ~~includes~~are ~~forward~~subject to risks and uncertainties. Forward-looking statements ~~within~~give ~~the~~our ~~meaning~~current ofexpectations ~~Section~~or ~~27A~~forecasts of ~~the~~future ~~Securities~~events. ~~Act~~All (statements, other than statements that relate strictly to present or historical fact included in this Annual Report, such as ~~defined~~statements ~~below)~~regarding ~~and~~our future ~~Section~~financial ~~21E~~performance, ofstrategy, ~~the~~operations, ~~Exchange~~financial ~~Act~~position, ~~(as~~estimated ~~defined~~revenues ~~below).~~and ~~These~~losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. You can befind ~~identified~~many (but not all) of these statements by the use of ~~forward-looking~~words ~~terminology,~~such ~~including~~as ~~the~~“anticipate,” ~~words~~ “~~believes~~believe,” “~~estimates~~continue,” “~~anticipates~~could,” “~~expects~~estimate,” “~~intends~~expect,” “~~plans~~intend,” “may,” “~~will~~might,” “~~potential~~plan,” “~~projects~~possible,” “~~predicts~~potential,” “~~continue~~predict,” or“project,” “should,” or“will,” ~~in each case~~“would,” ~~their~~and ~~negative or~~ other ~~variations~~similar orexpressions ~~comparable~~in ~~terminology.~~this ~~There~~Annual ~~can be no assurance that~~Report. ~~actual~~You ~~results~~must ~~will~~carefully ~~not~~consider ~~materially~~any ~~differ~~such ~~from expectations. Such~~ statements ~~include,~~and ~~but~~should ~~are~~understand ~~not~~that ~~limited~~many ~~to,~~factors ~~any~~could ~~statements~~cause ~~relating to~~actual ~~our~~results ~~ability~~ to ~~consummate~~differ ~~any~~from ~~acquisition or other business combination and any other statements that are not statements of current~~our orforward-looking ~~historical facts~~statements. ~~These~~No ~~statements~~forward-looking ~~are~~statement ~~based~~can onbe ~~management’s current expectations~~guaranteed, ~~but~~and actual future results may ~~differ~~vary materially ~~due to various factors, including, but not limited to:~~.

●As ~~our~~a ~~ability~~result toof ~~complete~~various known and unknown risks and uncertainties, our ~~initial~~actual ~~business~~results ~~combination;~~or performance may differ materially from those expressed or implied by these forward-looking statements. These include, among other factors:

● ~~our~~risks ~~success~~relating into ~~retaining~~the orintegration ~~recruiting,~~of oroperations ~~changes required in, our officers, key employees or directors~~ following ~~our~~the ~~initial~~Business ~~business combination~~Combination;

● ~~our~~global ~~officers~~demand ~~and~~for ~~directors~~rare ~~allocating~~earth ~~their~~and ~~time~~battery tomaterials ~~other businesses~~ and ~~potentially~~the ~~having~~ability ~~conflicts~~to ofsource ~~interest~~sufficient ~~with~~volumes ~~our business or in approving our initial business combination, as a result~~ of ~~which~~spent ~~they~~lithium-ion ~~would~~batteries ~~then~~from ~~receive~~third ~~expense reimbursements~~parties;

● ~~our~~the ~~potential~~impact ~~ability~~of togovernment ~~obtain~~policy ~~additional~~and ~~financing~~trade ~~to complete our initial business combination~~restrictions;

● ~~the~~delays ~~ability~~in ofachieving ~~our~~full-scale ~~officers~~commercial ~~and~~operations ~~directors~~at toour ~~generate~~planned arecycling ~~number~~and ofprocessing ~~potential acquisition opportunities~~facilities;

● ~~our~~challenges ~~pool~~in ofimplementing ~~prospective~~smart ~~target~~factory ~~businesses~~automation or scaling manufacturing capacity;

● the ~~ability~~inability ofto ~~our~~establish ~~officers~~or ~~and~~maintain ~~directors~~supply torelationships ~~generate~~for acritical ~~number~~feedstock materials and the availability and cost of ~~potential~~feedstock ~~acquisition~~and ~~opportunities~~raw materials;

● ~~our~~changes ~~public~~in ~~securities’~~government ~~potential~~policies, ~~liquidity~~tariffs, ~~and~~or ~~trading~~incentive programs affecting critical materials;

● ~~the~~fluctuations ~~lack~~in ofcommodity aprices ~~market~~and global demand for ~~our~~rare ~~securities~~earth and battery materials;

● ~~the~~our ~~use~~ability ofto ~~proceeds~~raise ~~not~~capital ~~held~~and inexecute ~~the~~its ~~trust~~growth ~~account~~strategy orin ~~available~~a tocost-effective ~~us from interest income on the trust account balance~~manner; or

~~● our financial performance.~~iii

●

expectations regarding our strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives;

●

our ability to attract and retain talented personnel;

●

our ability to compete with companies that have significantly more resources;

●

our ability to meet certain certification and compliance standards;

●

our ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims;

●

the potential characterization of us as an investment company subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

●

the ability to maintain our listing on Nasdaq.

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, potential investors should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this Annual Report whether as a result of new information, future events, changes in assumptions, or otherwise.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Annual Report on Form 10-K, or the context otherwise requires, references to:

●

“ASC 450” are to ASC Topic 450 “Contingencies”;

●

“ASC 470” are to ASC Topic 480 “Debt with Conversion or Other Options”;

●

“ASC 480” are to ASC Topic 480 “Distinguishing Liabilities from Equity”;

●

“ASC 740” are to ASC Topic 740 “Income Taxes”;

●

“ASC 815-40” are to ASC Topic 815-40 “Derivatives and Hedging”;

●

“ASC” are to the Financial Accounting Standards Board’s Accounting Standards Codification;

●

“board of directors” or “board” are to the board of directors of the Company;

●

“black mass” are to the intermediate material produced from the mechanical or chemical processing of end-of-life lithium-ion batteries or battery manufacturing scrap that contain valuable battery metals such as lithium, nickel, cobalt, and manganese, which can be further refined into battery-grade materials such as carbonates, sulfates, and precursor cathode active materials (pCAM).

●

“Business Combination” are to the Merger collectively with the other agreements and transactions in connection with the Merger Agreement;

● “Certifying Officers” to ~~WTMA’s~~our Chief Executive Officer and Chief Financial Officer;

●

“Closing” are to the closing of the Business Combination;

●

“Code” are to the Internal Revenue Code of 1986, as amended;

●

“common stock” are to shares of common stock, par value $0.0001 per share;

● “Continental” are to Continental Stock Transfer & Trust Company~~, trustee of our trust account (as defined below)~~;

●

“Company,” “we,” “us,” and “our” refer to WTMA prior to the Closing and to Evolution Metals & Technologies Corp. and its subsidiaries following the Closing;

●

“DGCL” are to the Delaware General Corporation Law, as amended;

●

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

●

“Eighth Promissory Note” are to the promissory note issued by the Company on August 30, 2023 in the principal amount of $125,000 to the Sponsor in connection with the Extension and together with the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Promissory Note, the “Promissory Notes”;

●

“EM” are to Evolution Metals LLC, a Delaware limited liability company;

●

“EM Convertible Preferred Units” are to convertible preferred units of EM, in the aggregate amount of $42,280,000;

●

“EM Equityholder” are to David Wilcox or his trust, as the sole owner of the voting EM Member Units;

●

“EM Equityholder Support and Lock-up Agreement” are to that certain Support and Lock-up Agreement, dated November 6, 2024, as amended, entered into by and among WTMA, EM and the EM Equityholder;

●

“EM Holders” are to the EM Unitholders;

●

“EM Member Units” are to the limited liability company common member interests of EM;

●

“EM Unitholders” are to the holders of the EM Member Units and the EM Convertible Preferred Units, collectively;

●

“EM&T” are to WTMA immediately following the consummation of the Business Combination and its name change to Evolution Metals & Technologies Corp;

●

“EM&T Common Stock” are to common stock, par value $0.0001 per share, of EM&T;

●

“EM&T Equity Incentive Plan” are to the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

~~● “Extension” are to the extended time period of time for the Company to complete a business combination under its amended and restated certificate of incorporation;~~v

●

“Fifth Promissory Note” are to the promissory note issued by the Company on May 30, 2023 in the principal amount of $125,000 to the Sponsor in connection with the Extension and together with the First, Second, Third, and Fourth Promissory Note, the “Promissory Notes”;

●

“First Promissory Note” are to the promissory note issued by the Company on September 30, 2022 in the principal amount of $772,769 to the Sponsor in connection with the Extension;

● “Fourth Promissory Note” are to the promissory note issued by the Company on April 30, 2023 in the principal amount of $125,000 to the Sponsor in connection with the Extension and together with the First, Second, and Third Promissory Note, the “Promissory Notes”. ~~“Founder Shares” or “founder shares” are to the 1,931,922 shares of common stock held or controlled by our insiders (as defined below);~~

●

“Founder Shares” are to the 1,931,922 outstanding shares of WTMA’s Common Stock held or controlled by the Sponsor prior to the initial public offering;

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

~~iii~~● “Handa Lab” are to Handa Lab Co., Ltd., a Korean company;

● “~~Holders~~HSR Act” are to the ~~Sponsor~~Hart-Scott-Rodino ~~and~~Antitrust ~~certain~~Improvements ~~other~~Act ~~investors~~of ~~party to the Business Combination~~1976, ~~who~~as ~~will enter into the Registration Right Agreements~~amended;

●

“IASB” are to the International Accounting Standards Board;

●

“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

● “initial ~~business~~public ~~combination~~offering” or “IPO” are to athe ~~merger,~~initial ~~capital~~public ~~stock~~offering ~~exchange,~~that ~~asset~~was ~~acquisition,~~consummated ~~stock~~on ~~purchase~~December 30, ~~reorganization or similar business combination with one or more businesses~~2021;

● “initial ~~public offering~~stockholders” ~~or “IPO”~~ are to ~~the~~holders ~~initial~~of ~~public~~Founder ~~offering~~Shares ~~that~~prior ~~was~~to ~~consummated~~the byconsummation of the ~~Company~~initial onpublic ~~December~~offering ~~30,~~and ~~2021~~their respective permitted transferees;

● “~~Initial~~IPO ~~Stockholders”~~registration ~~or “initial stockholders~~statement” are to the ~~Company’s~~Registration ~~Sponsor,~~Statement ~~officers~~on ~~and~~Form ~~directors~~S-1 ~~and~~(333-261467) ~~other~~filed ~~holders~~by ofWTMA ~~Founders~~in ~~Shares~~connection with its initial public offering, which became effective on December 27, 2021;

●

“IRS” are to the U.S. Internal Revenue Service;

●

“insiders” are to our officers, directors, sponsor and any other holder of our founder shares;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012, as amended;

● “~~June Extensions~~KCM” are to ~~the~~KCM ~~extended~~Industry ~~time period of an additional twelve months from June 30~~Co., ~~2024 to June 30~~Ltd., ~~2025 for the Company to complete~~ a ~~business~~Korean ~~combination under its amended and restated certificate of incorporation~~company;

●

“KMMI” are to KMMI INC., a Korean company;

●

“Korean Companies” or a “Korean Company” are to each of Handa Lab, KCM, KMMI and NS World;

●

“Lock-Up Period” are to a period ending on the third anniversary of the Closing as specified in the Sponsor Support and Lock-up Agreement and the EM Equityholder Support and Lock-up Agreement, subject to customary early release provisions;

●

“management” or our “management team” are to our officers and directors;

● “March Extensions” are to the extended time period of an additional six months from March 30, 2023 to September 30, 2023 for the Company to complete a business combination under its amended and restated certificate of incorporation;vi

● “Merger ~~Agreement~~” are to the ~~Amended~~merger ~~and Restated Agreement and Plan~~ of Merger, ~~dated~~Sub aswith ofand ~~November~~into 6EM, ~~2024,~~with asEM ~~amended~~surviving by the ~~Amendment~~merger ~~No.~~as 1a towholly ~~Amended~~owned ~~and~~subsidiary ~~Restated Agreement and Plan~~ of ~~Merger,~~WTMA ~~dated~~on ~~as of November 11, 2024, and as amended by~~ the ~~Amendment~~terms ~~No. 2 to Amended~~ and ~~Restated~~conditions ~~Agreement~~set ~~and~~forth ~~Plan~~in ~~of Merger, dated as of February 10, 2025 (as it may be further amended or supplemented from time to time,~~ the “Merger Agreement~~”), by and among WTMA, Merger Sub and EM~~;

● “Merger ~~Sub~~Agreement” are to ~~WTMA~~the Amended and Restated Agreement and Plan of Merger, ~~Subsidiary~~dated ~~Corp~~as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, adated ~~Delaware~~as ~~corporation~~of November 11, 2024, as amended by Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated as of February 10, 2025, as amended by Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2025, as amended by the Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2025, and as amended by the Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2025, and as amended by the Amendment No. 6 to Amended and Restated Agreement and Plan of Merger, dated as of January 5, 2026, by and among WTMA, Merger Sub and EM, attached hereto as Annex A, as it may be further amended or supplemented from time to time;

● “~~Nasdaq~~Milestones” are to any one or more of the ~~Nasdaq~~milestone ~~Stock~~events ~~Market~~to be met for any of the RSUs to vest or for any of the Options to vest and become exercisable as provided for in the Merger Agreement or any other applicable agreement governing such milestone events;

● “~~Over-allotment~~Nasdaq” ~~or “over-allotment”~~ are to the ~~partial~~Nasdaq ~~exercise~~Stock ofMarket ~~the option on January 14, 2022 by the underwriters~~LLC;

● “~~Over-allotment~~NS ~~Units~~World” ~~or “over-allotment units”~~ are to ~~the~~NS ~~227~~World Co.,~~686~~ ~~additional~~Ltd., ~~Units~~a ~~purchased~~Korean ~~by the underwriters pursuant to the partial exercise of the option on January 14, 2022~~company;

●

“Operating Companies” are to the Korean Companies;

●

“PCAOB” are to the Public Company Accounting Oversight Board (United States);

● “~~private rights~~Person” are to ~~the~~any ~~rights~~individual, ~~included~~firm, ~~within~~corporation, ~~the~~partnership, ~~private~~exempted ~~units~~limited ~~purchased~~partnership, bylimited ~~our~~liability ~~sponsor~~company, inexempted ~~the~~company, ~~private~~incorporated ~~placement~~or ~~and~~unincorporated ~~any~~association, ~~rights~~joint ~~included~~venture, ~~within~~joint ~~private~~stock ~~units~~company, ~~issued~~governmental ~~upon~~authority ~~conversion~~or ofinstrumentality ~~working~~or ~~capital~~other ~~loans~~entity asof ~~described~~any ~~herein~~kind;

● “private shares” are to the shares of common stock included within the private units purchased by our sponsor in the private placement and any additional shares of common stock included within private units issued upon conversion of working capital loans as described herein;

●

“Private Placement Units” or “private placement units” are to the Units that were sold in private placements simultaneously with the closing of the IPO;

●

“private placement” are to a private placement of our units consummated in connection with our initial public offering;

● “private units” are to the ~~352,054~~WTMA ~~units~~Units wethat ~~sold~~were ~~privately~~issued and sold to ~~Welsbach~~the ~~Acquisition~~Sponsor ~~Holdings~~in ~~LLC,~~private ~~our~~placements ~~sponsor,~~conducted in connection with ~~our~~the initial public offering;

●

“public shares” are to shares of common stock which were sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and references to “public stockholders” are to the holders of our public shares, including our insiders to the extent our insiders purchase public shares, provided that their status as “public stockholders” exists only with respect to such public shares;

●

“Redemption Rights” are to the rights of the public stockholders to demand redemption of their public stock for cash;

● “Registration ~~Statement~~Rights Agreement” are to the ~~Form~~amended ~~S-1~~and ~~filed~~restated ~~with~~registration ~~the~~rights ~~SEC~~agreement ~~December~~entered 21into at Closing, ~~2021~~by ~~(File~~and ~~No.~~among ~~333-261467)~~WTMA, asthe ~~amended~~Sponsor, certain current and former holders of WTMA Common Stock and certain affiliates of EM&T;

●

“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024;

● “rights” or “public rights” are to the rights which were sold as part of the units in our initial public offering;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

vii

●

“Second Promissory Note” are to the promissory note issued by the Company on December 30, 2022 in the principal amount of $772,769 to the Sponsor in connection with the Extension and together with the First Promissory Note, the “Promissory Notes”;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“September Extensions” are to the extended time period of an additional six months from September 30, 2023 to June 30, 2024 for the Company to complete a business combination under its amended and restated certificate of incorporation;

●

“Seventh Promissory Note” are to the promissory note issued by the Company on July 30, 2023 in the principal amount of $125,000 to the Sponsor in connection with the Extension and together with the First, Second, Third, Fourth, Fifth, and Sixth Promissory Note, the “Promissory Notes”;

●

“Sixth Promissory Note” are to the promissory note issued by the Company on June 30, 2023 in the principal amount of $125,000 to the Sponsor in connection with the Extension and together with the First, Second, Third, Fourth, and Fifth Promissory Note, the “Promissory Notes”;

●

“Sponsor Persons” are to Daniel Mamadou, Christopher Clower, John Stanfield, Dr. Ralph Welpe, Emily King, Matthew Mrozinski and Sergey Marchenko;

● “Sponsor Support and Lock-up Agreement” are to that certain Support and Lock-up Agreement, dated October 31, 2022, by and among the Sponsor, the Sponsor Persons, WTMA and WaveTech;

●

“sponsor” are to Welsbach Acquisition Holdings LLC;

●

“Sponsors” or “sponsors” are to the Sponsor and the persons set forth in the Sponsor Support and Lock-up Agreement;

●

“Subject Stockholder Shares” are to any shares of Company common stock owned by Company Stockholders immediately after the Closing;

●

“Subject Sponsor Shares” are to any shares of Company common stock owned by one of the Sponsors immediately after the Closing;

● “Talaxis” are to Talaxis Group, the Techmetals division within the Noble Group;

●

“Third Promissory Note” are to the promissory note issued by the Company on March 30, 2023 in the principal amount of $125,000 to the Sponsor in connection with the Extension and together with the First and Second Promissory Note, the “Promissory Notes”;

●

“Treasury” are to the U.S. Department of the Treasury;

● “trust account” are to the ~~U.S.-based~~ trust account inestablished ~~which~~at ~~an amount of $77,276,860 from~~ the ~~net~~consummation ~~proceeds~~ of ~~the~~WTMA’s ~~sale of the units (as defined below) in the~~ initial public offering ~~and~~maintained ~~private~~by ~~placement~~Continental, ~~units~~acting ~~was~~as ~~placed following the closing of the initial public offering and the partial exercise of the underwriter’s over-allotment option~~trustee;

●

“UHY” are to UHY LLP, our independent registered public accounting firm;

●

“Underwriting Agreement” are to that certain underwriting agreement, dated December 27, 2021, by and between the Company and Chardan Capital Markets, LLC, as representative of the several underwriters;

●

“units” are to the units sold in our initial public offering, which consist of one public share and one public right;

● “we,” “us,” “Company” or “our Company,” “Welsbach,” or “WTMA” are to Welsbach Technology Metals Acquisition Corp.; and

●

“Working Capital Loans” are to loans to the Company funds by certain of the Company’s officers and directors in order to finance transaction costs in connection with a Business Combination.

vi● “WTMA” are to Welsbach Technology Metals Acquisition Corp., a Delaware corporation;

●

“WTMA Common Stock” are to the common stock of WTMA, par value $0.0001 per share;

●

“WTMA Rights” are to the rights to acquire one-tenth of one share of WTMA Common Stock (including those that underlie the WTMA Units) that were offered and sold by WTMA in its initial public offering and registered pursuant to the IPO registration statement; and

●

“WTMA Units” and “units” refer to the units of WTMA, with each unit representing one share of WTMA Common Stock and one WTMA Right to one-tenth of one share of WTMA Common Stock.

viii

PART I

Item 1. Business.

History of EM&T

Evolution Metals LLC (“EM”), a Delaware limited liability company, was formed in February 2024 for the purpose of building an integrated midstream and downstream critical materials platform focused on recycling, processing, and manufacturing products derived from end-of-life materials, including rare earth elements, permanent magnets, battery metals, and precious metals.

In connection with its formation, EM was organized as a holding company intended to acquire and integrate operating businesses with established commercial capabilities across critical materials recycling, metal and alloy manufacturing, and advanced materials processing.

Prior to the consummation of the Business Combination, EM completed the acquisition of (i) Handa Lab Co., Ltd., (ii) KCM Industry Co., Ltd., (iii) KMMI INC., and (iv) NS World Co., Ltd., each a corporation organized under the laws of the Republic of Korea (collectively, the “Korean Companies”). The Korean Companies operate commercial-scale facilities engaged in the production of rare earth oxides, metals, alloys, powders, and permanent magnets, and collectively represent the core operating assets of EM.

On January 5, 2026 (the “Closing Date”), WTMA Merger Subsidiary LLC, a wholly owned subsidiary of Welsbach Technology Metals Acquisition Corp. (“WTMA”), merged with and into EM pursuant to the Amended and Restated Agreement and Plan of Merger, with EM surviving as a wholly owned subsidiary of WTMA (the “Merger”). In connection with the Closing, WTMA changed its name to Evolution Metals & Technologies Corp. (“EM&T”).

As a result of the Business Combination, EM&T is a holding company, all of whose assets are held directly or indirectly by, and all of whose operations are conducted through, EM and its subsidiaries, including the Korean Companies. EM is the Company’s primary operating subsidiary and holds substantially all of the operating assets of the consolidated enterprise. As the sole equity owner of EM, EM&T exercises full control over the management and operations of EM and its subsidiaries.

Overview

WeEvolution ~~are~~Metals & Technologies Corp. is a ~~blank~~fully ~~check~~integrated critical materials and technology company focused on building a secure, reliable, and self-sustaining U.S.-aligned ~~incorporated~~supply ~~under~~chain for critical minerals and materials (“CMM”), including rare earth elements (“REEs”), primarily through the ~~laws~~recycling of end-of-life materials (“urban mining”). End-of-life materials are recovered from products that have reached the ~~State~~end of ~~Delaware~~their onuseful ~~May~~service 27life — such as batteries, ~~2021~~electronic devices, motors, and magnets — which can no longer perform their intended function but still contain valuable metals and materials that can be recycled and reused in new manufacturing. EM&T Weowns ~~were~~and ~~formed~~operates ~~for~~across the ~~purpose~~following ofmidstream ~~effectuating~~to adownstream ~~merger~~segments: (i) feedstock processing, ~~stock~~(ii) oxide ~~exchange~~production, ~~asset~~(iii) metal ~~acquisition~~and alloy manufacturing, ~~stock~~(iv) powder ~~purchase~~production, ~~reorganization~~(v) the ormanufacture ~~similar~~of ~~business~~bonded ~~combination~~and ~~with~~sintered ~~one~~rare orearth ~~more~~magnets, (vi) battery-grade ~~businesses~~sulfates orand ~~entities~~carbonates, ~~which~~(vii) precursor wecathode ~~refer~~active materials (“pCAM”), (viii) precious tometals, ~~throughout~~and ~~this~~(ix) base ~~Report~~metals. asThese ~~our~~outputs ~~“initial~~integrate ~~business~~directly ~~combination.”~~into Wethe ~~have~~supply ~~neither~~chains ~~engaged~~of, inand ~~any~~are ~~operations~~suitable ~~nor~~for ~~generated~~direct ~~any revenue~~delivery to, gigafactories, ~~date.~~defense ~~Based~~suppliers, onoriginal ~~our~~equipment ~~business~~manufacturers ~~activities~~(“OEMs”), weand refineries. EM&T’s own operations are asupported ~~“shell~~by ~~company”~~advanced asrecycling ~~defined~~processes, ~~under~~proprietary ~~the~~automation, ~~Exchange~~and ~~Act~~artificial ~~because~~intelligence-enabled wesystems, ~~have~~allowing the Company noto ~~operations~~continue ~~and~~to ~~nominal~~operate ~~assets~~at ~~consisting~~commercial ~~almost~~scale ~~entirely~~using ofproven ~~cash~~technologies and experienced operating personnel.

In evaluating potential businesses and assets for an initial business combination, we, together with our management team and the Sponsor, considered acquisition candidates across various industry categories. Although our efforts to identify a prospective target business were not limited to a particular industry, we had a focus on operating businesses in the technology metals and energy transition metals sectors. Our efforts excluded the geographic region of China and the special administrative regions of Hong Kong and Macau or companies with their principal business operations in China, Hong Kong or Macau.

Initial Public Offering

On December 30, 2021, WTMA consummated the IPO of 7,500,000 Units, at a price of $10.00 per unit, generating gross proceeds of $75.00 million, and a concurrent private placement with the Sponsor of 347,500 WTMA Units at a price of $10.00 per unit, generating gross proceeds of $3.47 million. Each WTMA Unit consists of one share of WTMA Common Stock and one WTMA Right, with each WTMA Right entitling the holder thereof to receive one-tenth of one share of WTMA Common Stock. On January 14, 2022, pursuant to the underwriter’s exercise of the over-allotment option in part, WTMA consummated the sale of an additional 227,686 WTMA units, at $10.00 per unit, generating gross proceeds of $2.27 million, and a concurrent private placement with the Sponsor of 4,554 WTMA Units at a price of $10.00 per unit, generating gross proceeds of $45,540. A total of $77.27 million from the net proceeds of the sale of the WTMA Units in the IPO and the sale of the private units was placed in the U.S.-based trust account with Continental, acting as trustee.

WTMA’s certificate of incorporation provided that it had nine months from the closing of the IPO, or until September 30, 2022, to complete an initial business combination. On September 27, 2022, WTMA announced the approval and extension of the time period to consummate a business combination from September 30, 2022 until December 30, 2022 and the approval of the issuance of a convertible, non-interest bearing, unsecured promissory note in the aggregate principal amount of $772,768 to the Sponsor in order to fund such extension. Such amount was placed into the trust account on September 27, 2022. Subsequently, on December 27, 2022, WTMA announced the approval and extension of the time period to consummate a business combination from December 30, 2022 until March 30, 2023 and the approval of the issuance of an additional convertible, non-interest bearing, unsecured promissory note in the aggregate principal amount of $772,768 to the Sponsor in order to fund such extension. Such amount was placed into the trust account on December 27, 2022. Subsequently, on March 24, 2023, WTMA held a special meeting in connection with the votes to approve the March 2023 extension, allowing WTMA to extend the time period to consummate a business combination on a monthly basis from March 30, 2023 to September 30, 2023 by contributing $125,000 to the trust for each month of extension. In connection with the extension from March 30, 2023 to September 30, 2023, WTMA issued six promissory notes in the principal amount of $125,000 to the Sponsor, the promissory notes are convertible, non-interest bearing, and unsecured. Subsequently, on September 29, 2023, WTMA held another special meeting in connection with the votes to approve the September 2023 extension, allowing WTMA to extend the time period to consummate a business combination from September 30, 2023 to June 30, 2024 without any additional contribution to the trust. Similarly, on June 28, 2024, WTMA held a special meeting in connection with the votes to approve the June 2024 extension, allowing WTMA to extend further the time period to consummate a business combination from June 30, 2024 to June 30, 2025.

~~Prior~~Vertically toIntegrated ~~the~~Platform consummation of the IPO on December 30, 2021, neither WTMA, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to any potential business combination transaction with WTMA. After the completion of its IPO and ~~consistent~~Closed-Loop ~~with~~Recycling WTMA’s business purpose, WTMA’s directors and management team commenced an active, targeted search for an initial set of potential business combination targets, leveraging the Sponsor’s network of relationships and intimate knowledge of the private company marketplace, as well as the prior experience and network of WTMA’s directors and management team.Model

AEM&T’s ~~total~~business model is centered on end-of-life materials ~~$77~~recycling and urban mining,~~276,860,~~ ~~comprised of~~with ~~proceeds~~a ~~from~~closed-loop ~~the~~design ~~initial~~to ~~public~~convert ~~offering~~waste ~~(including~~streams ~~the~~into ~~over~~high-~~allotment)~~value ~~and~~inputs ~~proceeds~~for ofdownstream ~~the~~manufacturing. EM&T’s ~~sale~~recycling ofoperations ~~the~~recover ~~private~~high ~~placement~~value ~~units~~base ~~was placed~~and precious metals, in a addition to the ~~trust~~magnets ~~account~~from ~~maintained~~U.S. government classified byand ~~Continental~~commercial end-of-life electronic waste, ~~acting~~which asare ~~trustee.~~subsequently Asprocessed ofinto ~~December~~saleable 31and usable concentrates, ~~2024~~oxides, metals, ~~$12~~alloys,~~257~~ powders,~~933~~ ~~remains~~metallics, inand ~~the~~ultimately ~~trust~~finished ~~account~~bonded and sintered magnets; separately, EM&T’s spent lithium-ion battery recycling operations process batteries and battery materials into black mass concentrates, which are further refined into battery-grade sulfates, carbonates, and pCAM.

OnThrough ~~January 7, 2025, WTMA~~EM&T’s ~~securities~~ ~~were~~U.S.-based ~~suspended~~ hydrometallurgical and ~~delisted~~pyrometallurgical ~~from~~processing ~~the~~infrastructure, ~~Nasdaq~~EM&T ~~Stock~~processes ~~Market~~concentrates, ~~LLC~~oxides, ~~(“Nasdaq”).~~metals, ~~WTMA’s~~alloys, ~~public~~finished ~~units~~magnets, ~~and public stock~~carbonates, ~~(each~~sulfates, aspCAM, ~~defined~~precious ~~herein)~~metals, ~~are~~and ~~currently~~base ~~quoted~~metals onfor ~~the~~delivery ~~Pink~~to ~~market~~magnet ~~under~~manufacturers, ~~the~~OEMs, ~~symbols~~battery ~~“WTMAU”~~gigafactories, and ~~“WTMA,” respectively,~~smelters/refineries. ~~and~~EM&T ~~public~~believes ~~rights~~that ~~(as~~midstream ~~defined~~battery ~~herein)~~and magnet materials are ~~currently~~critical ~~quoted~~to onsupply ~~the~~chain ~~OTCQB~~resilience, ~~under~~cost ~~the~~stability ~~symbol~~and ~~“WTMAR~~national security interests.”

~~It is the job of our sponsor and management team to complete our initial business combination~~U.S. Industrial ~~Our~~Campus management team is led by Daniel Mamadou, our Chief Executive Officer, John Stanfield, our Chief Financial Officer, and Christopher Clower, our Chief Operating Officer, who have many years of experience in managing supply chains of bulk commodities.Strategy

~~Merger~~EM&T ~~Agreement~~is developing a large-scale, integrated industrial campus in the United States designed to co-locate recycling, refining, and manufacturing operations across the rare earth magnet and battery materials value chain. This U.S. industrial campus is intended to serve as the Company’s primary domestic manufacturing and processing hub, enabling tight operational integration between feedstock intake, hydrometallurgical and pyrometallurgical processing, oxide and metal production, pCAM, and finished magnet manufacturing. EM&T’s U.S. industrial campus enables operational synergies across the full lifecycle of its products, including feedstock intake; hydrometallurgical and pyrometallurgical processing; production of oxides, metals, alloys, and powders; metallics; manufacturing of pCAM and finished bonded and sintered magnets; recovery and refining of battery materials; and the extraction of precious and base metals from end-of-life materials.

OnBy ~~January~~consolidating ~~25,~~these ~~2024,~~activities ~~the~~within ~~Company~~a single ~~issued~~industrial acampus, ~~press~~EM&T ~~release~~believes toit ~~announce~~can ~~that~~reduce itlogistics ~~had~~complexity ~~entered~~and ~~into~~inefficiencies, ashorten ~~non-binding~~production ~~letter~~cycles, ofimprove ~~intent~~quality control, ~~with~~and aenhance ~~target~~cost inefficiency, ~~the~~while ~~critical~~supporting ~~materials~~secure ~~space (the~~domestic ~~“Target”)~~production for astrategic ~~potential~~end ~~business combination~~markets. ~~There~~The ~~can~~campus beis nodesigned ~~assurance~~to process ~~that~~multiple afeedstock ~~definitive~~streams, ~~agreement~~including ~~will~~magnets, belithium-ion ~~entered~~batteries, electronic scrap, and other secondary materials, and to ~~into~~produce orfinished ~~that~~products ~~the~~suitable ~~proposed~~for ~~transaction~~direct ~~will~~delivery beto ~~consummated~~gigafactories, defense suppliers, OEM customers, and smelters/refineries.

On March 22, 2024, the Company issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals LLC, a Delaware company (“EM” or the “Target”), for a potential business combination.

On April 1, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub, and EM. Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM being the surviving corporation in the Merger. The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company. The Company will immediately be renamed Evolution Metals & Technologies Corp.

On November 6, 2024, the Company entered an Amended and Restated Agreement and Plan of Merger amending the Agreement and Plan of Merger, dated as of April 1, 2024.

On November 11, 2024 WTMA entered into an Amendment No. 1 to the Merger Agreement, amending and restating certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part of the Business Combination.

On February 10, 2025 WTMA entered into an Amendment No. 2 to the Merger Agreement restating certain recitals and defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be received by Korea NewCo and US NewCo in connection with the transactions contemplated by the Merger Agreement. Further, the Amendment No. 2 amended and restated certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist of six (6) directors, which shall initially include six (6) director nominees designated by EM and reasonably acceptable to WTMA, insofar as those nominees are elected to the New EM board of directors. Finally, the Amendment No. 2 replaced the form of the Amended and Restated Certificate of Incorporation to be filed immediately following the Effective Time with the form attached as Exhibit A to the Amendment No. 2.

~~CMR Merger Agreement~~Hydrometallurgy

OnEM&T ~~February~~believes ~~10,~~that ~~2025,~~hydrometallurgy asis ~~part~~a necessary ofand ~~the~~critical ~~series~~processing ofcomponent ~~transactions~~for ~~contemplated~~rare byearth ~~the~~processing ~~Business~~and ~~Combination,~~recycled ~~WTMA~~magnet ~~entered~~conversion ~~into~~and anthat ~~Agreement~~limited ~~and~~availability ~~Plan~~ of ~~Merger~~a ~~(the “CMR~~large-scale ~~Merger~~hydrometallurgical ~~Agreement”),~~capacity byoutside ~~and~~of ~~among~~China ~~WTMA,~~has ~~Critical~~historically ~~Mineral~~constrained ~~Recovery,~~non-Chinese ~~Inc~~rare earth supply chains., aEM&T ~~Missouri~~estimates ~~corporation~~that China ~~(“CMR”)~~controls nearly all of global hydrometallurgical processing capacity for rare earths, and EM&T believes that the ~~other~~absence ~~parties~~of large ~~thereto,~~commercial-scale ~~pursuant~~hydrometallurgical tofacilities ~~which~~in ~~CMR~~the ~~will~~United States bereflects ~~merged~~a ~~out~~combination of ~~existence~~feedstock ~~and~~availability ~~into~~challenges, capital aintensity, ~~wholly~~permitting ~~owned~~requirements, ~~subsidiary~~and ofwaste ~~WTMA~~management considerations.

~~Pursuant~~As topart ~~the~~of ~~CMR~~its ~~Merger Agreement~~U.S. industrial campus strategy, EM&T plans to develop large-scale hydrometallurgical processing facility in the ~~sole~~United States ~~shareholder~~designed ofto ~~CMR~~process ~~shall~~recycled ~~receive~~feedstock from ~~(A)~~magnets, 22batteries,~~500,000~~ ~~shares~~and ofelectronic ~~New~~scrap. EM&T ~~common~~intends ~~stock,~~for ~~(B)~~this ~~cash~~facility into anserve ~~amount~~as a core component of ~~$125,000,000~~its domestic midstream processing platform, supporting oxide production and ~~(C)~~downstream ~~cash~~magnet inmanufacturing. anEM&T ~~amount~~believes upthat toestablishing ~~$50,000,000~~domestic tohydrometallurgical capacity beis ~~used~~essential to ~~repay~~reducing ~~CMR’s~~reliance ~~indebtedness~~on foreign processing infrastructure and enabling a closed-loop supply chain.

~~The~~EM&T’s ~~CMR~~internal ~~Merger~~engineering ~~Agreement~~team ~~contains~~includes ~~customary~~personnel ~~representations~~with ~~and~~decades ~~warranties~~of byexperience ~~the~~in ~~parties. Certain of~~ the ~~representations~~design, ~~are~~construction, ~~subject~~and tooperation ~~specified~~of ~~exceptions~~large ~~and~~commercial-scale ~~qualifications~~hydrometallurgical facilities. ~~contained~~EM&T inbelieves ~~the~~that ~~CMR~~leveraging ~~Merger~~this ~~Agreement~~operational orexperience inreduces ~~information~~development ~~provided~~and ~~pursuant~~scale-up torisk ~~certain~~relative ~~disclosure schedules~~ to ~~the~~first-time ~~CMR~~or ~~Merger Agreement~~greenfield entrants.

~~The~~Technology, ~~closing~~Automation, ~~of the CMR Merger Agreement is subject to the closing of the other transactions that are part of the Business Combination~~ and ~~other~~Operational customary closing conditions. The consummation of the other transactions that are part of the Business Combination are conditioned on the consummation of the transactions contemplated by the CMR Merger Agreement.Capabilities

~~Our~~EM&T ~~Business~~integrates ~~Strategy~~proprietary artificial intelligence and ~~Acquisition~~smart ~~Criteria~~machine technologies across its operating platform, including within its U.S. industrial campus, to automate key production and material-handling functions. These systems are designed to reduce labor intensity, improve process consistency, optimize throughput, and lower unit operating costs. The Company’s automation capabilities are embedded throughout its recycling, refining, and manufacturing operations and are intended to support scalable, repeatable, and high-reliability production.

Background

Decarbonization, the shift to alternative energy sources from carbon-based energy systems, has become a central component of economic plans for governments and private sector companies in markets throughout the world. We are positioned to help drive and benefit from this energy transition.

“Net Zero” policies, the promotion of holistic energy systems with zero net carbon emissions, are increasingly a goal of most major economic blocs. This trend creates a major opportunity and a supportive backdrop for companies and enterprises that foster and participate in the production of carbon-neutral energy systems and infrastructure.

According to Goldman Sachs, the European Union Green Deal is estimated to channel more than $12 trillion of investment in clean energy infrastructure by 2050. If these types of policies are adopted, the manner in which energy is produced will be transformed. Buildings and real estate in general will be upgraded and transportation will undergo a dramatic change. By now, all major economies have embraced the energy transition.

The European Union Green Deal recently implemented a more aggressive target to reduce greenhouse gas emissions by at least 50% by 2030. The EU Green Deal has a specific focus on hydrogen power and offshore wind.

China has also pledged to achieve net zero carbon status by 2060, pledging $16 trillion to cleantech infrastructure investments by 2060 via renewables, green hydrogen, carbon capture nuclear energy and hydropower.

In the United States, lawmakers and regulators are also following suit. In May 2021, for example, California and the U.S. federal government announced an agreement to open up areas of the Pacific Coast to the first commercial wind energy farms in an effort to promote decarbonization.

In response to these initiatives, new sources of metals and materials will need to be developed in order to feed the supply chains of de-carbonization technologies and renewable energy. We call these metals and materials “Technology Metals,” “techmetals” or “Energy Transition Metals” (ETMs). We intend to focus our search for our initial business combination on the Technology Metals and ETMs markets.

~~ETMs~~Markets ~~will be needed for the refurbishment of factories, infrastructure to help the automotive industry transition away from combustion~~ and ~~the~~End-Use ~~efficient storage of intermittent sources of energy such as wind and solar. Welsbach is focused on the development of supply chains to meet this surge in ETMs demand.~~Applications

~~Through~~EM&T ~~the~~supplies ~~transition~~critical ~~to electric~~materials ~~vehicles,~~and wemanufactured products ~~expect~~to acustomers ~~rise~~across in the ~~prices~~automotive, ofrenewable ~~ETMs~~energy, ~~including~~consumer ~~certain~~electronics, ~~rare~~and ~~earth~~defense ~~elements~~sectors. ~~(REEs),~~The ~~lithium,~~Company’s ~~cobalt, graphite, manganese,~~outputs ~~nickel,~~are ~~vanadium,~~designed ~~copper~~to ~~and~~serve ~~aluminum.~~as ~~Current~~direct ~~supply~~inputs ~~chains~~for ~~are~~gigafactories ~~not~~and ~~calibrated~~OEMs, tosupporting ~~handle~~electrification, ~~this~~energy ~~increase~~transition intechnologies, ~~demand~~and defense-related manufacturing. ~~Creating,~~EM&T’s ~~investing and~~U.S.-based ~~supporting~~industrial ~~new~~campus ~~supply~~supports ~~chains~~domestic ~~for~~industrial ~~Technology~~capacity ~~Metals~~while isreducing ~~the~~reliance ~~“raison~~on ~~d’être”~~foreign-controlled processing ofand ~~Welsbach~~refining infrastructure.

InStrategy ~~North~~and ~~America,~~Growth ETMs supply chains are underdeveloped as compared with Asia. According to a report commissioned by the United States Department of Energy on rare earth magnets, there is “little time for North American supply chain developers to move to action on economically U.S-based mine-to-magnet technologies to rebalance the supply chain away from China’s dominance.”Objectives

~~The~~EM&T’s ~~report~~mission ~~identifies~~is ~~the mid-stream~~to ~~and~~become ~~downstream segments of~~ the ~~rare earths supply chain as having significant gaps~~ U.S. champion in ~~the~~rare ~~areas~~earth of magnet ~~manufacturing processes~~, ~~magnet~~ ~~powder~~battery ~~composites,~~and ~~recycling~~critical ~~technologies~~materials ~~and~~midstream ~~environmental mitigation~~production. ~~The~~In ~~situation~~pursuing isthis ~~similar for nickel~~mission, ~~cobalt,~~EM&T ~~lithium~~believes ~~and vanadium. We expect a significant ramp up of U.S. investment in ETMs and Technology Metals sectors over the coming years as the Biden administration advances its own net zero carbon policy.~~that:

~~Through~~● ~~Welsbach~~It ~~Holdings Pte~~is ~~Ltd,~~uniquely ~~Daniel~~positioned ~~Mamadou,~~to ~~our~~address ~~CEO,~~structural ~~and~~supply ~~Chris~~constraints ~~Clower,~~in ~~our~~U.S. ~~COO,~~rare ~~invest~~earth inmagnet manufacturing and ~~support~~battery ~~companies~~materials ~~that~~processing ~~are~~with ~~part~~lower ofexecution ~~the~~risk ~~global~~and ~~supply~~within ~~chain of~~a ~~Technology~~shorter ~~Metals.~~timeframe ~~Welsbach~~than ~~Holdings~~alternative ~~Pte~~approaches, ~~Ltd~~due ~~operates~~to ~~across~~its ~~the~~existing ~~entire~~commercial ~~supply~~operations, ~~chain~~vertically ofintegrated ~~Technology~~platform, ~~Metals~~ and ~~ETMs~~experienced inmanagement ~~many geographies globally~~team.

~~Our~~● ~~Business~~Few, ~~Combination Opportunity~~if any, companies outside of China possess comparable real-world, commercial-scale operating experience across both rare earth magnet manufacturing and critical battery midstream processing, including hydrometallurgical conversion of recycled materials into battery-grade intermediates.

~~The~~As ~~coming~~part ~~dominance~~ of ~~renewables will~~its ~~place~~growth ~~further~~strategy, ~~pressure~~EM&T ~~on the already strained ETMs supply chains. Easy monetary policy and zero carbon policies have created the~~plans, ~~right setting to accelerate the transition away from fossil fuels. New supply chains will need to be created to accommodate the growth~~ in ~~demand~~phase ~~for~~one, ~~technology metals.~~to:

~~ETMs~~● ~~are~~Develop ~~critical~~approximately to55,000 ~~the shift~~tonnes ~~away~~per ~~from~~year ~~fossil~~of ~~fuels~~rare asearth magnet manufacturing capacity in the ~~world~~United ~~gradually~~States ~~transitions~~within totwo ~~renewable~~years, ~~and~~including ~~sustainable~~high-performance ~~energy~~rare ~~sources~~earth magnets, with no reliance on China.

~~Electric~~● ~~vehicle~~Develop ~~batteries utilize~~approximately ~~technology metals such as cobalt~~78,000 ~~lithium,~~tonnes ~~manganese,~~per ~~nickel,~~year ~~graphite~~of ~~and~~battery-grade ~~vanadium. Neodymium~~carbonates, ~~praseodymium~~sulfates, ~~dysprosium~~ and ~~terbium are~~pCAM ~~also critical rare earth technology metals, and are widely used~~ in ~~magnet~~the ~~composition,~~United ~~with~~States ~~applications~~within ~~that~~two ~~range from tiny electric motors to rotor-less drives used in wind turbines~~years.

~~Traditionally,~~● ~~the~~House ~~demand for~~ these ~~metals~~magnet ~~has~~and ~~been~~battery amidstream ~~fraction~~operations ofprimarily ~~the~~within ~~demand~~EM&T’s ~~for major base metals consumption such as copper~~U.S. ~~Despite~~industrial ~~their critical nature~~campus, ~~ETMs have~~supported ~~historically been obtained as~~ by~~-products~~ ~~of other metals mining activities. The rise of renewables, the de~~large-~~carbonization~~scale ofhydrometallurgical ~~the grid,~~ and ~~the~~pyrometallurgical ~~transition~~facilities tothat ~~electric~~EM&T ~~vehicles~~expects isto ~~putting~~rank ~~pressure~~among on the ~~ETMs~~largest ~~supply~~commercial ~~chains,~~facilities ~~driving~~of atheir ~~fundamental~~kind ~~transformation~~in of the ~~Technology~~ ~~Metals~~Western ~~supply chains~~Hemisphere.

We● ~~believe~~Implement ~~prices~~a ofclosed-loop ~~Technology Metals~~secondary ~~and~~metals ~~ETMs~~system ~~will~~designed ~~increase,~~to asintegrate ~~demand~~magnet ~~increases~~materials, ~~more~~battery ~~than~~materials, ~~supply~~precious ~~going~~metals, ~~forward.~~and ~~There~~base ismetals arecycling, ~~long~~while ~~lead~~minimizing ~~time~~waste togeneration ~~bring new mining projects from discovery to production~~ and ~~the~~supporting ~~metallurgical~~secure ~~and~~domestic ~~chemical~~supply ~~midstream processes required can be capital intensive~~chains.

AsEM&T ~~the~~further ~~regulations~~believes designed to address climate change act as catalysts for the Technology Metals sector, we expect renewable sources of energy to continue to increase their share of the energy mix across the largest economies globally. With the resulting expansion in demand for battery storage solutions and electric motors, we also expect supply chains to be reconfigured in order to withstand shocks such as pandemics and to provide more diversity of suppliers and to protect access to critical metals and materials. From the perspective of North American and European consumption, we expect this supply chain reconfiguration to include an emphasis on moving midstream activities currently located in Asia to European and American based operations.that:

●

Its business model, focused on the recycling of high-performance rare earth magnets and lithium-ion batteries, combined with its established commercial operating expertise, represents a practical and efficient pathway for the United States to achieve large-scale domestic production of both rare earth magnets and battery midstream materials.

●

Leveraging end-of-life materials feedstock for both magnets and batteries, together with proven manufacturing processes and experienced operating teams, enables faster deployment, reduced capital and technology risk, and improved supply chain security compared to greenfield or upstream-dependent alternatives.

●

This integrated magnet and battery midstream approach provides a lower-execution-risk solution capable of scaling within a shorter timeframe, supporting the development of a secure, resilient, and sustainable U.S. supply chain for critical materials used in advanced manufacturing, electrification, energy storage, and defense applications.

Replication of Proven Commercial Operations

EM&T intends to achieve this scale by replicating and expanding its existing rare earth magnet production facilities in South Korea, which have manufactured rare earth magnets at commercial scale and supplied large global OEMs for more than 18 years. By deploying established processes, equipment configurations, and operational expertise into its U.S. industrial campus, EM&T seeks to accelerate capacity build-out while mitigating technology, scale-up, and execution risks. EM&T believes this strategy directly addresses long-standing global concentration in rare earth magnet processing by establishing a competitive, independent, and scalable U.S.-based alternative.

~~Our~~Three-Pronged ~~Approach~~Operating ~~to Environmental and Social Governance~~Platform

AsEM&T ~~the~~operates ~~CEO~~an ~~and~~integrated, ~~COO~~three-pronged ~~of both~~operating ~~WTMA~~platform ~~and Welsbach Holdings Pte Ltd, our approach to ESG is conduct business~~ that ~~ensures~~spans ~~our~~(i) rare ~~commercial~~earth ~~relationships~~magnet ~~are~~manufacturing, ~~balanced~~(ii) lithium-ion ~~and sustainable.~~battery ~~Our~~materials ~~business~~recycling, ~~at WTMA as well as Welsbach Holdings Pte Ltd is guided by the United Nations Global Compact~~ and ~~directed by the UN Sustainable Development Goals~~(iii) U. ~~We have a climate strategy that focuses on investing in and supporting energy efficient supply chains,~~S. government ~~reducing fossil fuels,~~ and ~~optimizing~~commercial ~~water~~e-waste ~~use~~processing. InEach ~~both~~operating ~~WTMA~~vertical ~~and~~is ~~Welsbach~~designed ~~Holdings~~to ~~Pte~~convert ~~Ltd~~end-of-life wematerials ~~adhere~~into tohigh-value UNintermediate ~~Sustainable Development Goals~~or #7finished ~~“Affordable~~products, ~~And~~with ~~Clean~~shared ~~Energy”~~infrastructure, #8common ~~“Decent~~processing ~~Work And Economic Growth”~~capabilities, ~~#9 “Industry Innovation~~ and ~~Infrastructure”, #13~~centralized ~~“Climate~~automation ~~Action”,~~ and ~~#17~~control ~~“Partnerships~~systems ~~For~~within ~~The~~EM&T’s U.S. industrial ~~Goals”~~campus.

WeEM&T ~~believe~~believes inthis ~~having~~integrated ~~our~~structure enables ~~core~~operating ~~values~~leverage, ~~implemented~~feedstock flexibility, and risk diversification across multiple critical material streams by ~~our~~allowing ~~partners~~the Company to allocate capital, processing capacity, and ~~business~~technical ~~counterparties.~~resources ~~Integrity~~dynamically across magnet, ~~sustainability~~battery, ~~and~~precious ~~accountability~~metal, ~~are~~and ~~the~~base ~~primary~~metal ~~tenets~~products ~~which~~in ~~guide~~response ~~our~~to ~~activity~~changes in feedstock availability, end-market demand, and pricing conditions. WeEM&T ~~believe~~further believes that ~~businesses~~an ~~must~~integrated, multi-stream ~~serve~~operating ~~the~~platform ~~purposes~~is ofrequired ~~society~~to ~~and~~achieve asan ~~such~~economically feasible recycling-based business model, weas ~~strongly~~it ~~endorse~~allows ~~activities~~the ~~that~~Company ~~foster~~to ~~economic~~recover ~~growth~~and monetize the full spectrum of valuable materials contained in end-of-life feedstock, ~~while~~rather ~~positively~~than ~~impacting~~relying on the ~~environment~~recovery of only one or two material outputs.

AsEM&T anbelieves ~~organization committed to transitioning to a low carbon future, we deploy our resources in supply chains~~ that ~~support~~extracting ~~renewable~~value ~~energy.~~across ~~By facilitating the sourcing~~magnets, ~~and~~battery ~~distribution of metals and~~ materials ~~that are critical to the clean energy transition~~, webase ~~fulfil our goal of becoming the partner of choice for technology~~ metals, ~~supply chain stakeholders~~ and ~~participants.~~precious ~~Whether~~metals ~~lithium~~improves oroverall ~~nickel~~recovery ~~for batteries~~economics, ~~graphite~~enhances ~~for~~margin ~~anode material~~stability, ~~or neodymium for the production of permanent magnets, we strive to create reliable, efficient~~ and ~~resilient~~reduces ~~supply chains that~~sensitivity ~~deliver~~to ~~the~~price ~~highest~~volatility ~~quality~~in ~~product~~any atsingle ~~the~~material ~~right~~market, ~~time.~~thereby Wesupporting ~~also~~sustainable, ~~ensure~~large-scale ~~that our chains can withstand sudden shocks and disruptions~~operations.

As an organization committed to good governance and social benefits, our sponsor is a participant in the United Nations Global Compact, and as such we publish our policies regarding labor rights, anti-bribery, environmental as well as our conflict mineral policies1. ~~We keep our personnel accountable~~Rare toEarth ~~respect~~Magnet ~~human~~Value ~~rights~~Chain and labor standards and to ensure that environmental protection is front and center in our activities. We collaborate with our joint venture partners and our business counterparties to promote the best in class governance procedures and systems.Operations

~~Our~~EM&T’s ~~Competitive~~rare ~~Advantage~~earth magnet operations span the complete value chain from end-of-life materials to finished magnet products. The Company processes U.S. government and commercial electronic waste and spent magnet feedstock into neodymium-praseodymium (“NdPr”) and heavy rare earth element oxides, which are further converted into rare earth metals, alloys, powders, and flakes. These intermediate materials are then manufactured into bonded and sintered rare earth magnets for use in electric motors, wind turbines, and electronic applications.

~~Our~~EM&T ~~team~~believes isits ~~composed~~ability ofto ~~professionals~~integrate recycling, ~~that~~midstream ~~have~~processing, ~~expertise~~and indownstream inmagnet ~~private~~manufacturing ~~equity~~within ~~investments,~~a ~~portfolio~~single ~~management,~~operating ~~corporate~~platform ~~restructuring,~~differentiates ~~metals~~the ~~and~~Company ~~mining,~~from ~~physical commodity~~competitors ~~trading,~~that ~~supply~~operate ~~chain~~only ~~management~~at ~~and~~isolated ~~logistics~~stages of the value chain. ~~Our~~EM&T’s ~~specific~~rare ~~competitive~~earth ~~strengths~~magnet operations are: designed to support large-scale, domestic production with minimal reliance on foreign processing.

~~Experience~~2. ~~in capital~~Lithium-Ion ~~markets~~Battery ~~and~~Materials ~~financing~~Recycling ~~solutions~~Operations

~~Daniel~~EM&T’s ~~Mamadou~~lithium-ion isbattery ~~the CEO~~operations offocus ~~WTMA~~on ~~and~~the ~~also~~recycling ~~an executive director~~ of ~~Welsbach~~batteries ~~Holdings~~and ~~Pte~~battery ~~Ltd;~~production hescrap ~~has~~into ~~honed~~intermediate ~~his~~materials ~~capital~~suitable ~~markets~~for ~~skills~~reuse ~~over~~in 20battery ~~years initially as~~manufacturing. aFeedstock ~~derivatives~~is ~~structurer~~processed atinto ~~Bank~~black ~~of Mitsubishi and Deutsche Bank in London~~mass, ~~and~~which ~~then~~is assubsequently arefined ~~Debt~~into ~~and~~battery-grade ~~Equity~~sulfates, ~~Capital Markets officer at Goldman Sachs in London~~carbonates, ~~Deutsche Bank in Singapore~~ and ~~Nomura~~precursor ~~holdings~~cathode inactive materials ~~Hong Kong~~(“pCAM”). ~~During~~These ~~this~~materials ~~period,~~are ~~Mr.~~designed ~~Mamadou led multiple fundraising projects~~ for adirect ~~wide~~sale ~~range~~to ofbattery ~~companies~~manufacturers and ~~financial institutions in Europe, North Asia, Australia and Japan~~gigafactories.

~~Christopher~~EM&T ~~Clower~~believes isthat ~~the COO~~integrating ofbattery ~~WTMA,~~recycling with ~~and~~rare ~~also~~earth anmagnet ~~executive~~processing ~~director~~creates ofoperational ~~Welsbach~~synergies ~~Holdings~~at ~~Pte~~the ~~Ltd.~~midstream ~~Christopher~~level, ~~sits~~particularly ~~on a number of boards~~ in ~~South~~hydrometallurgical ~~East Asia companies~~processing, ~~including~~materials ~~Malacca Trust Pte Ltd~~handling, aand ~~holding company in Singapore which owns the top asset management company in Indonesia~~automation. HeThe ~~spent~~Company’s ~~11 years~~battery atmaterials ~~Merrill~~operations ~~Lynch~~are ~~and~~intended ~~raised over $4 billion of capital in the resources space. Prior~~ to ~~this,~~support ~~Mr.~~domestic ~~Clower~~battery ~~was~~supply ~~Managing Director and~~chains ~~Head~~while ofreducing ~~Corporate~~dependence ~~Finance~~on inimported ~~Merrill~~critical ~~Lynch~~battery ~~for South East Asia~~inputs. ~~Christopher also worked at Deutsche Bank (1997 - 1998) and Bankers Trust (1994 - 1997).~~

~~Experience~~3. ~~in acquisition~~U.S. Government and ~~development~~Commercial ofE-Waste ~~natural resource assets~~Operations

~~Daniel~~EM&T ~~Mamadou~~operates ~~and~~secure ~~his~~e-waste ~~team~~recycling operations ~~have~~that ~~been~~process ~~actively~~both ~~sourcing,~~classified ~~analyzing,~~ and ~~investing~~unclassified inelectronic ~~Technology~~scrap ~~Metals~~generated ~~and~~by ~~ETMs markets since 2015~~U.S. government Heagencies ~~has~~and ~~built~~commercial upcustomers. ~~his knowledge~~These ofoperations ~~the~~recover ~~entire~~non-ferrous ~~supply~~metal ~~chain~~concentrates ~~of ETMs~~ and ~~rare~~precious ~~earths from upstream projects to junior mining~~metals, ~~to the midstream refining sector and the downstream industrial applications~~ including ~~neodymium and praseodymium metals and permanent magnets and recycling systems. As the founder and Executive Director of the Talaxis Group (“Talaxis”)~~gold, ~~the Techmetals division within Noble Group~~silver, Daniel Mamadou invested approximately $22.8 million of Noble Group internal capital to acquire equity stakes in seven Technology Metals companies and achieved a weighted average deal level multiple of invested capital of 5.6x with 75.3% IRR over an investment period of slightly more than 3 years. Christopher Clower co-foundedpalladium, ~~built~~ and ~~sold PT Manoor Bulatn Lestari~~copper, anwhich ~~Indonesian~~are ~~resource company and achieved 30x multiple of invested capital (MOIC~~refined )into insaleable ~~two~~products ~~years~~or ~~for~~reintroduced ~~himself~~into ~~and~~downstream ~~his~~industrial ~~investors~~applications.

EM&T believes that secure handling and processing of government-related e-waste represents a differentiated capability and a stable, recurring source of end-of-life materials. The Company’s e-waste operations also provide an additional source of feedstock for EM&T’s hydrometallurgical/pyrometallurgical processing facilities, supporting utilization rates and feedstock diversification across the broader platform.

~~Experience~~4. ~~in supply chain~~Magnet and ~~logistics~~Battery Materials Recycling

~~The~~EM&T ~~team~~believes ~~has~~there ~~a track record of managing supply chains of bulk commodities. Prior to WTMA, Daniel Mamadou founded and led Talaxis, the Technology Metals division of Noble Group Holdings. Noble Group Holdings~~ is an Asia-based independent energy products and industrial raw materials supply chain manager. Noble Group has operations in more than 50 countries and more than 35 years of experience in Asia. While leading Talaxis, Daniel invested in and developed projects related to Technology Metals, with a ~~special~~high ~~focus~~correlation ~~on rare earth elements. He was instrumental in establishing~~between ~~a network of supply chain partners in~~ the ~~upstream~~two ~~and~~business ~~midstream~~as ~~segments.~~Lithium ~~Mr.~~Fluoride ~~Mamadou’s~~is ~~range of activities involved the sourcing, marketing, processing, supplying, financing and transporting of energy transition metals and materials, with~~ a ~~particular~~complementary ~~focus~~material ~~on projects related~~ to ~~battery-grade~~magnet ~~and electric vehicle materials such as nickel, lithium, graphite, and vanadium in various worldwide locations to cover the entire supply chain~~production. As the founder and Executive Director of Talaxis, Daniel Mamadou invested approximately $22.8 million of Noble Group internal capital to acquire equity stakes in seven Techmetals companies and achieved a weighted average deal level multiple of invested capital of 5.6x with 75.3% IRR over an investment period of slightly more than 3 years.

~~Independent~~Across ~~board~~all ~~members~~verticals, EM&T employs robotics, automation, and ~~network~~artificial ofintelligence-enabled ~~advisors~~systems to improve efficiency, reduce operating costs, and enhance quality control. EM&T believes that operating these three value chains within a unified industrial and technological framework allows the Company to optimize capital deployment, share processing infrastructure, and respond flexibly to changes in feedstock availability and end-market demand.

~~WTMA’s~~EM&T ~~senior~~believes ~~management benefits from the support and assistance of independent board members and a network of advisors~~ that ~~have~~this athree-pronged ~~proven~~operating model — anchored ~~track record~~ in ~~identifying~~recycling, ~~evaluating~~ ~~and~~midstream ~~negotiating~~processing, ~~with businesses~~ and ~~companies~~domestic inmanufacturing — positions the ~~sectors that are relevant for WTMA. A strong emphasis on diversity and~~Company ~~skills~~to ~~has~~support ~~been made regarding~~ the ~~composition~~development of ~~the~~a ~~board,~~resilient ~~with~~U.S. supply ~~the~~chain ~~inclusion~~for ofrare ~~independent~~earth ~~directors~~magnets, ~~that~~battery ~~are~~materials, ~~competent~~and inother ~~the~~critical ~~fields~~minerals ~~of mergers~~ and ~~acquisitions as well as disciplines related to geology and mining sectors~~materials.

~~Effectuating~~Feedstock aStrategy: ~~Business~~End-of-Life ~~Combination~~Electronic Scrap and Urban Mining

~~General~~EM&T plans to source a significant portion of its rare earth feedstock from electronic scrap (“e-scrap”), including classified and unclassified materials generated by U.S. government agencies and commercial markets. EM&T believes that classified e-scrap generated by U.S. government and defense-related agencies represents a long-duration, recurring source of end-of-life materials, driven by regular equipment refresh and replacement cycles. EM&T further believes that substantial quantities of such materials have historically been stockpiled or disposed of due to limited domestic recycling and processing solutions.

ABy ~~business~~focusing ~~combination~~on ~~may involve the acquisition~~ end-of,-life ~~or merger with~~materials, aEM&T ~~company which does not need substantial additional capital but which desires to establish~~believes ~~a public trading market for~~ its ~~shares,~~feedstock ~~while~~strategy ~~avoiding~~reduces ~~what~~dependence iton ~~may~~primary ~~deem~~mining toand beavoids ~~adverse~~certain ~~consequences~~challenges ofassociated ~~undertaking~~with aupstream ~~public~~extraction, ~~offering itself.~~including ~~These~~radioactive ~~include~~ore ~~time~~handling ~~delays, significant expense, loss of voting control~~ and ~~compliance~~waste ~~with various U~~management.S. ~~Federal~~EM&T ~~and~~believes ~~state securities laws. In the alternative, we may seek to consummate a business combination with a company~~ that ~~may~~processing berecycled infeedstock ~~its~~simplifies ~~early~~downstream ~~stages~~conversion ~~of development or~~into ~~growth.~~rare ~~While~~earth wemagnets ~~may~~and ~~seek~~supports tothe ~~effect~~retention ~~simultaneous~~of ~~business~~critical ~~combinations~~materials ~~with~~within ~~more~~the ~~than~~United States ~~one~~that ~~target~~would ~~business,~~otherwise webe ~~will~~exported ~~probably have the ability,~~or asdisposed ~~a result~~ of ~~our limited resources, to effect only a single business combination~~.

WeIn ~~are~~addition ~~not~~to ~~presently~~classified ~~engaged~~materials, EM&T plans into source feedstock from unclassified U.S. government e-scrap, domestic commercial e-scrap markets, and weselected ~~will~~international ~~not~~recycling partners. ~~engage~~EM&T inbelieves the commercial e-scrap market is diversified, ~~any~~mature, ~~substantive~~and supported by a broad supplier base. As commercial rare ~~business~~earth ~~until~~recycling wemarkets ~~complete~~continue ~~the~~to ~~Business~~develop, ~~Combination~~EM&T expects to be a significant purchaser of such feedstock, supported by anticipated scale and processing capacity. EM&T believes that scale purchasing power may provide cost and supply advantages relative to smaller processors.

~~Sources~~EM&T’s ofExisting ~~Target~~Rare ~~Businesses~~Earth Magnet Manufacturing Plants in South Korea

Target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings which will not commence until after the completion of our initial public offering. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read the prospectus in connection with our initial public offering or this Report and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing insiders, special advisors or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is affiliated with our insiders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. However, as of the date of this Report, there is no affiliated entity that we consider a business combination target.

IfManagement any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. All of our officers, directors and ~~director~~Engineering ~~nominees currently have certain relevant pre-existing fiduciary duties or contractual obligations.~~Capabilities

~~Lack~~EM&T’s operations and growth strategy are led by an experienced management and engineering team with extensive technical and operational expertise across the rare earth magnet and critical materials value chain. EM&T’s Chief Executive Officer, Mr. Frank Moon, leads the Company’s engineering and technical functions and is responsible for overseeing the design, construction, and operation of ~~Business~~EM&T’s ~~Diversification~~processing and manufacturing facilities, including its planned U.S. industrial campus.

~~For~~EM&T anbelieves ~~indefinite~~that ~~period of~~Mr. Moon ~~time~~and ~~after~~ the ~~completion~~engineering team ofhe ~~our~~leads ~~initial~~possess ~~business~~significant ~~combination~~real-world, ~~the~~commercial-scale ~~prospects~~experience ~~for~~across ~~our~~the ~~success~~full ~~may~~rare ~~depend~~earth ~~entirely~~magnet onsupply ~~the~~chain. ~~future~~Over ~~performance~~the course of atheir ~~single~~careers, ~~business.~~members ~~Unlike~~of ~~other~~EM&T’s ~~entities~~engineering ~~that~~team have ~~the~~been ~~resources~~involved ~~to complete business combinations with multiple entities~~ in ~~one~~the ~~or several~~design, ~~industries~~engineering, itconstruction, iscommissioning, and ~~probable~~operation ~~that~~of wefacilities ~~will~~spanning ~~not~~feedstock ~~have~~receiving, ~~the~~crushing, ~~resources~~shredding, toand ~~diversify~~separation; ~~our~~hydrometallurgical ~~operations~~ and ~~mitigate the risks of being in~~pyrometallurgical aprocessing, ~~single~~including ~~line~~solvent ofextraction; ~~business.~~and Bydownstream ~~completing~~metal ~~our~~making, ~~business~~alloy ~~combination with only a single entity~~production, ~~our~~and ~~lack~~rare ofearth ~~diversification~~magnet ~~may:~~manufacturing.

●EM&T’s ~~subject~~engineering usorganization toconsists ~~negative~~of ~~economic,~~approximately 42 ~~competitive~~engineers, ~~and~~including ~~regulatory~~approximately ~~developments,~~11 ~~any~~individuals orholding ~~all~~doctoral ofdegrees. ~~which~~EM&T ~~may~~believes ~~have~~this team reflects a ~~substantial~~depth ~~adverse~~of ~~impact~~technical capability onthat ~~the~~is ~~particular~~uncommon ~~industry~~among non-Chinese rare earth magnet manufacturers. The team’s educational backgrounds include leading academic institutions in ~~which~~the weRepublic ~~operate~~of ~~after~~Korea, ~~our~~and ~~initial~~their ~~business~~professional experience includes prior roles at global industrial and technology companies, including LG, Samsung, Apple, ASM, Santoku, Magnequench, and Neo Performance Materials. EM&T believes that this combination; of academic training and industrial experience supports disciplined execution, operational reliability, and scalability as the Company expands its manufacturing and processing footprint in the United States.

●EM&T ~~cause~~believes usthat toits ~~depend~~management onand ~~the~~engineering capabilities, ~~marketing~~together with its vertically integrated business model and ~~sale~~replication-based ofscaling astrategy, ~~single~~materially ~~product~~reduce ortechnology, construction, ~~limited~~and ~~number~~operational ofexecution ~~products~~risks relative to first-time or ~~services~~greenfield market entrants.

~~Limited~~Engineering, ~~Ability~~EPC, toand ~~Evaluate~~Technical ~~the Target’s Management Team~~Partnerships

~~Although~~EM&T’s wefacility ~~closely scrutinize the management of a prospective target business when evaluating the desirability of effectuating our initial business combination with that business~~development, ~~our assessment of the target business’ management may not prove to be correct. The future role of members of our~~scale-up ~~management team~~strategy, ifand ~~any, in the target business, cannot presently be stated with any certainty~~U.S. industrial ~~Consequently,~~campus ~~members~~execution ofare ~~our~~supported ~~management team~~by ~~may not become~~ a ~~part~~network of ~~the~~established ~~target’s~~engineering, ~~management team~~EPC, and ~~the~~technical ~~future management may not have the necessary skills, qualifications~~research ~~or abilities to manage a public company~~partners. ~~Further,~~EM&T itbelieves isthese ~~also~~partnerships ~~not~~enhance ~~certain~~execution ~~whether~~certainty ~~one~~by orcombining ~~more~~proven ofengineering ~~our~~design, ~~directors~~industrial ~~will remain associated in~~construction ~~some capacity with us following our initial business combination. Moreover~~expertise, ~~members~~and ofapplied ~~our~~research ~~management~~capabilities ~~team~~across ~~may not have significant experience or knowledge relating to~~ the ~~operations~~rare ofearth ~~the~~magnet ~~particular~~and ~~target~~critical ~~business.~~materials ~~Our~~value ~~key personnel may not remain in senior management or advisory positions with the combined company~~chain. ~~The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.~~

~~Following~~EM&T ~~our~~works ~~initial~~with ~~business combination~~TAEIL Engineering, wea ~~may~~South ~~seek~~Korea-based engineering, toprocurement, ~~recruit~~and ~~additional~~construction ~~managers~~(“EPC”) tofirm, ~~supplement~~as ~~the~~a ~~incumbent~~strategic ~~management~~EPC ofpartner ~~the~~on ~~target~~its ~~business~~plant development projects. WeTAEIL Engineering ~~may~~works ~~not~~jointly ~~have~~with EM&T’s internal engineering team and Korea-based research institutions on facility design and ~~the~~execution. ~~ability~~TAEIL toEngineering ~~recruit~~has ~~additional~~served ~~managers,~~as oran ~~that~~EPC ~~additional~~contractor ~~managers~~for ~~will~~major ~~have~~industrial ~~the~~clients, ~~requisite~~including ~~skills~~Hyundai, ~~knowledge~~Kia, orand ~~experience~~POSCO, ~~necessary~~and EM&T tobelieves ~~enhance~~this ~~the~~experience ~~incumbent~~supports ~~management~~disciplined execution, schedule control, and industrial-scale build-out.

~~Fair~~EM&T ~~Market~~also ~~Value~~collaborates with Korea Institute of ~~Target~~Geoscience ~~Business~~and Mineral Resources (“KIGAM”), Korea’s national institute for geoscience and mineral resources research. KIGAM has conducted rare earth element research and development for more than a century and is recognized as a global authority in rare earth separation, processing, and magnet materials technology. EM&T believes KIGAM’s technical expertise supports process validation, technology transfer, and optimization of hydrometallurgical and downstream magnet production systems.

~~Pursuant~~In ~~to the rules of the Nasdaq Stock Market~~addition, ~~our~~EM&T ~~initial~~works ~~business combination must occur~~ with ~~one~~Korea ~~or more target businesses having an aggregate fair market~~Institute ~~value~~ of atIndustrial ~~least~~Technology ~~80% of the value of the trust account~~ (~~excluding any deferred underwriter’s fees and taxes payable on the income earned on the trust account~~“KITECH”), ~~which~~a weKorean ~~refer~~government-backed toapplied asresearch ~~the~~institute ~~80%~~focused ~~test,~~on atindustrial ~~the time of the agreement to enter into the initial business combination.~~manufacturing ~~Therefore,~~technologies. ~~the~~KITECH ~~fair~~specializes ~~market value of the target business will be calculated prior to any conversions of our shares~~ in ~~connection~~advanced ~~with~~materials ~~a business combination~~ and ~~therefore~~magnet ~~will~~technologies beand plays a ~~minimum~~role ~~of $9,806,346~~ in ~~order~~bridging tofundamental ~~satisfy~~research the 80% test. While the fair market value of the target business must satisfy the 80% test, the consideration we pay the owners of the target business may be a combination of cash (whether cash from the trust account or cash from a debt or equity financing transaction that closes concurrently with the business combination) or our equity securities. The exact nature and ~~amount of consideration would be determined based on negotiations with the target business,~~industrial-scale ~~although~~commercialization wewithin ~~will~~Korea’s ~~attempt~~manufacturing ~~to primarily use our equity as transaction consideration~~sector. IfEM&T ~~our~~believes ~~board~~KITECH’s isapplied ~~not~~research ~~able~~capabilities tosupport ~~independently determine the fair market value of the target business or businesses~~manufacturability, ~~we will obtain an opinion from an independent investment banking firm with~~ ~~respect~~process to the satisfaction of such criteria. We will also obtain a fairness opinion from an independent investment banking firm before consummating a business combination with an entity affiliated with any of our officersscalability, ~~directors~~and orquality ~~insiders~~consistency. ~~If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.~~

For U.S.-based engineering and construction integration, EM&T works with Stockwell Engineers, an EPC firm based in the United States. Stockwell Engineers is expected to coordinate U.S. engineering, permitting, and construction activities and to integrate domestic execution with EM&T’s Korean engineering partners, including TAEIL Engineering, KIGAM, and KITECH. EM&T believes this integrated EPC approach supports compliance with U.S. regulatory requirements while maintaining continuity with proven engineering designs and operating standards.

WeEM&T ~~anticipate~~believes ~~structuring our initial business combination so~~ that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination ~~such~~ ~~that the post-transaction company owns less than 100%~~ of ~~such~~its ~~interests or assets of the target business in order to meet certain~~internal ~~objectives~~engineering ~~of the target management~~ team orand ~~stockholders~~these orexternal ~~for~~engineering ~~other~~and ~~reasons,~~research ~~but~~partners wereduces ~~will~~execution ~~only~~risk ~~complete~~associated ~~such~~with ~~business~~facility ~~combination~~design, ifconstruction, ~~the~~and ~~post~~scale-~~transaction~~up, ~~company~~particularly ~~owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register~~ as ~~an investment company under~~ the ~~Investment~~ Company ~~Act~~replicates .and ~~Even~~deploys ifproven ~~the post-transaction~~magnet ~~company~~manufacturing owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and usprocessing intechnologies ~~the~~within ~~business combination~~its ~~transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for~~planned ~~all of the outstanding capital stock of a target~~U. ~~In this case, we would acquire a 100% controlling interest in the target~~S. industrial However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combinationcampus. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

~~Stockholder~~EM&T’s ~~Approval~~Journey offrom ~~Business~~South ~~Combination~~Korea to USA

In● ~~connection~~2007 ~~with~~— ~~any~~First ~~proposed business~~Magnet ~~combination,~~Plant we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders (but not our insiders, officers or directors) may seek to convert their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, or (2) provide our stockholders with ~~the~~400tpa ~~opportunity~~capacity to sell their shares to us by means of a tender offer (and therefore avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in each case subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or whether we will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. We anticipate that our business combination could be completed by way of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar transaction. Stockholder approval will not be required under Delaware law if the business combination is structured as an acquisition of assets of the target company, a share exchange with ~~target company stockholders or a purchase of stock of the target company; however~~1,266m2 ~~Nasdaq~~area ~~rules would require us to obtain stockholder approval if we seek to issue shares representing 20% or more of our outstanding shares as consideration~~ in aSouth ~~business combination~~Korea. A merger of our company into a target company would require stockholder approval under Delaware law. A merger of a target company into our company would not require stockholder approval unless the merger results in a change to our certificate of incorporation, or if the shares issued in connection with the merger exceed 20% of our outstanding shares prior to the merger. A merger of a target company with a subsidiary of our company would not require stockholder approval unless the merger results in a change in our certificate of incorporation; however, Nasdaq rules would require us to obtain stockholder approval of such a transaction if we week to issue shares representing 20% or more of our outstanding shares as consideration.

If● a2008 ~~stockholder~~— ~~vote~~Began ~~is not~~selling ~~required~~Magnets ~~and we do not decide~~ to ~~hold a stockholder vote for business or other legal reasons~~Ford, ~~we will provide our stockholders with an opportunity to tender their shares to us pursuant to a tender offer pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act~~Hyundai, ~~which~~ ~~regulate issuer tender offers~~LG, ~~and~~Samsung ~~we will file tender offer documents with the SEC which will contain substantially the same financial~~ and other ~~information~~global ~~about the initial business combination as is required under the SEC’s proxy rules~~OEMs.

●

2021 — First NdPr Metal (144tpa) and NdPr Alloy (216tpa) plant with 3,379m² area in South Korea.

●

2022 — Began selling NdPr Alloy Powder to Mate (Japan), Kolektor (Slovenia), NS World (South Korea).

●

2024 — Second Magnet Plant with 260tpa capacity with 1,397m² area in South Korea.

●

2026 — EM&T completes merger and acquisition of Korean magnet companies with listing on Nasdaq

●

2026 – 2027 — EM&T Replicates Operating South Korea Magnet Plants in the U.S.

Market

Global Demand for Critical Minerals and Materials

EM&T believes global demand for critical minerals and materials (“CMM”) is being driven by the accelerating electrification and digitization of industrial supply chains, including artificial intelligence (“AI”), data centers, semiconductor manufacturing, advanced robotics, industrial automation, energy infrastructure, defense systems, and electrified transportation. These applications increasingly rely on high-performance permanent magnets, battery materials, copper, and other base metals to enable efficient power conversion, precision motion, energy storage, and thermal management.

EM&T believes that, while electric vehicles (“EVs”) remain an important contributor to demand, growth in AI-driven computing, semiconductor fabrication, and advanced industrial automation is becoming an equally significant and structurally durable driver of CMM consumption. These high-technology applications require reliable access to magnet-grade rare earth materials, lithium, nickel, cobalt, manganese, copper, and related base metals, with consistent quality and traceability.

AI, Data Centers, Semiconductors, and High-Technology Applications

EM&T believes the rapid expansion of AI and data-center infrastructure is increasing demand for CMM outputs that are central to EM&T’s product portfolio, including rare earth magnets, copper and other base metals, and battery materials such as lithium, nickel, cobalt, and manganese. The IEA has projected that global electricity consumption by data centers could more than double to approximately 945 TWh by 2030 (base case), with AI identified as a primary driver of this growth. EM&T believes this buildout increases demand for electrified power distribution equipment, cooling systems, industrial pumps and compressors, robotics and automation, and backup and grid-support systems. EM&T believes these systems translate into incremental demand for (i) copper and base metals, which are essential for electrical conductivity across power distribution, transformers, switchgear, cabling, and thermal management hardware, and (ii) rare earth permanent magnets, which are used in high-efficiency motors, actuators, and precision motion systems across factory automation, robotics, and semiconductor equipment toolchains. In addition, EM&T believes AI-driven growth increases demand for stationary energy storage and grid-stabilization systems, which utilize lithium-ion batteries incorporating lithium, nickel, cobalt, and manganese.

End-of-Life Materials, Closed-Loop Recycling, and Urban Mining

EM&T believes a defining characteristic of CMM markets is that, while products such as batteries, motors, electronic devices, and magnets reach end-of-life, the underlying metals and materials do not lose their intrinsic value and can be recovered and reused if appropriate processing infrastructure exists. EM&T believes this dynamic supports the expansion of closed-loop recycling and “urban mining” models, analogous to those long established in base and precious metals markets.

InEM&T ~~the~~believes ~~event~~copper weprovides ~~allow~~an ~~stockholders~~illustrative toprecedent ~~tender~~for ~~their~~circularity: ~~shares pursuant to~~ the ~~tender~~International ~~offer~~Copper ~~rules,~~Association ~~our~~cites ~~tender~~estimates ~~offer~~that ~~will~~approximately ~~remain open for at least 20 business days, in accordance with Rule 14e~~two-~~1(a)~~thirds ~~under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration~~ of the ~~tender~~copper ~~offer~~produced ~~period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified~~since ~~number~~1900 ofremains ~~public shares, which number will be based on the requirement that we may not purchase public shares~~ in anproductive ~~amount~~use ~~that would cause our net tangible assets to be less than $5~~today,~~000,001~~ ~~(so~~reflecting ~~that we are not subject to the SEC~~copper’s ~~“penny~~recyclability ~~stock”~~and ~~rules) or~~long ~~any~~service ~~greater~~life. ~~net~~EM&T ~~tangible~~believes ~~asset~~critical ormaterials markets — particularly ~~cash~~magnets ~~requirement~~and ~~which~~battery ~~may~~materials — are beincreasingly ~~contained~~moving intoward ~~the~~similar ~~agreement relating to our initial business combination.~~circular Ifframeworks ~~public~~as ~~stockholders~~governments ~~tender~~and ~~more~~supply ~~shares~~chains ~~than~~prioritize weimproved ~~have~~security, ~~offered to purchase~~sustainability, ~~we will withdraw the tender offer~~ and ~~not~~reduced ~~complete~~reliance ~~the~~on ~~initial~~geopolitically concentrated ~~business~~processing ~~combination~~hubs.

~~If,~~Battery ~~however,~~Materials ~~stockholder approval~~and ofRecycling ~~the transaction is required by law or Nasdaq requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will:~~Market

●EM&T ~~permit~~believes ~~stockholders~~demand tofor ~~convert~~battery ~~their~~materials ~~shares~~is driven inby ~~conjunction~~the ~~with~~continued aexpansion ~~proxy~~of ~~solicitation~~electrified ~~pursuant~~transportation, stationary energy storage systems, industrial electrification, and AI-related infrastructure. According to ~~Regulation~~Precedence ~~14A~~Research’s ofBattery ~~the~~Market ~~Exchange~~Size, ~~Act~~Share, ~~which~~and ~~regulates~~Trends 2024 to 2034, the ~~solicitation~~global ofbattery ~~proxies~~market, including small consumer batteries, was valued at approximately $125.35 billion in 2023 and ~~not~~is ~~pursuant~~expected to ~~the~~grow ~~tender~~to ~~offer~~approximately $367.97 billion ~~rules~~by 2030, reflecting rapid growth in medium- and large-format batteries used in electric vehicles and energy storage systems. EM&T believes this growth trajectory has increased demand for critical battery raw materials, including lithium, nickel, cobalt, manganese, copper, and graphite, and has contributed to periodic raw material shortages and price volatility.

●McKinsey’s ~~file~~Battery ~~proxy~~2035: ~~materials~~Building New Advantages, indicates that global battery demand is expected to increase from approximately 1.6 terawatt-hours (“TWh”) in 2025 to approximately 4.2 TWh by 2030 and 6.8 TWh by 2035, with more than 85% of total demand attributable to lithium-ion batteries, driven primarily by continued growth in battery electric vehicles and stationary energy storage systems. EM&T believes that this expanding demand for lithium-ion batteries is placing increasing pressure on primary supply chains, particularly for lithium and cobalt, while markets for nickel, manganese, and graphite are also expanding in scale. EM&T believes these dynamics underscore the ~~SEC~~importance of developing resilient midstream processing and recycling capacity to supplement primary supply, mitigate material shortages, and support long-term growth in battery manufacturing.

InEM&T ~~the~~also ~~event~~believes ~~that~~recycling weof ~~seek~~lithium-ion ~~stockholder~~batteries ~~approval~~represents a critical component of ~~our~~future ~~initial~~battery ~~business~~supply ~~combination,~~chains. weAccording ~~will~~to ~~distribute~~Fortune ~~proxy~~Business ~~materials~~Insights: ~~and~~Lithium-Ion Battery Recycling Market Size, Share & Industry Analysis, the global lithium-ion battery recycling market was valued at approximately $3.79 billion in ~~connection~~2023 ~~therewith~~and is projected to grow to approximately $23.21 billion by 2032, ~~provide~~representing ~~stockholders~~a compound annual growth ~~with~~rate ~~the~~of ~~conversion~~approximately ~~rights~~22.75%. ~~described~~EM&T ~~above~~believes ~~upon~~growth ~~completion~~in battery recycling is driven by increasing volumes of ~~the~~end-of-life ~~initial~~batteries, manufacturing ~~business~~scrap, ~~combination~~and government policies supporting domestic battery supply chains.

WeIn ~~will~~addition, ~~consummate~~EM&T ~~our~~notes ~~initial business combination only if public stockholders do not exercise conversion rights in an amount~~ that ~~would~~lithium ~~cause our net tangible assets~~supply toconstraints ~~be less than $5,000,001 and a majority of the outstanding shares of common stock voted~~ are ~~voted~~expected into ~~favor~~intensify ofover the ~~business~~coming ~~combination~~decade. As aAccording ~~result,~~to ~~if stockholders owning approximately 93.75% or more of~~ the ~~shares~~Center ofon ~~common~~Global ~~stock~~Energy ~~sold~~Policy inat ~~our~~Columbia ~~initial public offering exercise~~University, ~~conversion~~global ~~rights,~~lithium ~~the~~demand ~~business~~is ~~combination~~increasing ~~will~~by ~~not~~approximately ~~be consummated. However~~250,000 ~~the actual percentages will only be able~~ to be300,000 ~~determined once~~tonnes ~~a target business is located and we can assess all~~ of ~~the~~lithium ~~assets~~carbonate ~~and~~equivalent ~~liabilities of the combined company~~ (~~which~~“LCE”) ~~would include the~~per ~~fee~~year, ~~payable~~representing toroughly ~~the~~half ~~underwriters in an amount equal to 3.5%~~ of ~~the~~ total ~~gross~~global ~~proceeds~~lithium ~~raised~~supply in ~~the initial public offering as described elsewhere in this Report~~2021, ~~any out-of-pocket expenses incurred by our insiders or their affiliates in connection with certain activities on our behalf, such as identifying~~ and ~~investigating~~many ~~possible~~market ~~business~~participants ~~targets~~expect ~~and~~potential ~~business~~supply ~~combinations that have not been repaid at~~shortfalls ~~that~~by ~~time,~~2030 asdue ~~well as any other liabilities of ours and the liabilities of the target business) upon consummation of the proposed business combination, subject~~ to ~~the~~long ~~requirement~~development ~~that we must have at least $5~~timelines,~~000,001~~ ofcapital ~~net tangible assets upon closing of such business combination. As a result~~constraints, ~~the~~and ~~actual~~regulatory ~~percentages~~challenges ofassociated ~~shares~~with ~~that~~new ~~can~~mining ~~be converted may be significantly lower than our estimates~~projects. ~~We chose our net tangible~~EM&T ~~asset~~believes ~~threshold~~these ofconditions ~~$5,000,001~~further toreinforce ~~ensure that we would avoid being subject to Rule 419 promulgated under~~ the ~~Securities~~strategic ~~Act.~~importance ~~However, if we seek to consummate an initial business combination with a target business that imposes any type~~ of ~~working~~recycling ~~capital closing condition or requires us to have a minimum amount~~ end-of-life ~~funds~~batteries ~~available~~and ~~from~~converting ~~the~~recovered ~~trust account upon consummation of such initial business combination,~~materials ~~our~~into ~~net~~black ~~tangible~~mass ~~asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted)~~ and ~~may~~subsequently ~~force~~into ~~us to seek third~~battery-~~party~~grade ~~financing~~sulfates, ~~which may not be available on terms acceptable to us or at all. As a result~~carbonates, ~~we may not be able to consummate such initial business combination~~ and wepCAM, ~~may~~subject ~~not be able~~ to ~~locate another suitable target within~~ the ~~applicable~~availability ~~time~~of ~~period~~feedstock, ~~if at all. Public stockholders may therefore have to wait until June 30~~energy, ~~2025 in order~~ toand becommercial-scale ~~able~~processing ~~to receive a portion of the trust account~~capacity.

~~Our~~Global ~~insiders,~~Rare ~~including~~Earth ~~our officers~~Magnet Market and directors, have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, (2) not to convert any shares of common stock into the right to receive cash from the trust account in connection with a stockholder vote to approve a proposed initial business combination or a vote to amend the provisions of our certificate of incorporation relating to stockholders’ rights or preHigh-~~business~~Performance ~~combination activity and (3) not to sell any shares of common stock in any tender in connection with a proposed initial business combination.~~Magnets

EM&T believes the global rare earth magnet market is characterized by strong and sustained demand growth across multiple end markets, including electric vehicle motors, industrial automation, robotics, wind turbines, defense systems, medical devices, and semiconductor manufacturing equipment. According to Verified Market Forecast: Global Magnets and Magnetic Materials Market By Type, the global magnet and magnetic materials market was valued at approximately $10.46 billion in 2023 and is expected to grow to approximately $15.05 billion by 2030, representing a compound annual growth rate of approximately 6.26%. EM&T believes a significant portion of this growth is attributable to increasing demand for neodymium-iron-boron (“NdFeB”) magnets, driven by the need for materials that can maintain performance under higher temperatures and mechanical stress as electric motors, generators, and other high-performance applications advance.

~~Depending~~EM&T onbelieves ~~how~~NdFeB amagnets ~~business combination~~represent ~~was structured, any stockholder approval requirement could be satisfied by obtaining~~ the ~~approval of either (i) a majority~~most ofimportant ~~the~~category ~~shares~~ of ~~our~~permanent ~~common~~magnets ~~stock~~due ~~that~~to ~~were~~their ~~voted~~high atpower ~~the~~density, ~~meeting (assuming a quorum was present at the meeting)~~efficiency, orand ~~(ii)~~suitability afor ~~majority~~compact ~~of the~~and ~~outstanding shares of our common stock~~high-performance designs. ~~Because~~EM&T ~~our~~further ~~insiders~~believes ~~collectively~~that ~~beneficially~~a ~~own~~critical ~~approximately~~distinction ~~65.3%~~exists ofbetween ~~our~~low-performance ~~issued~~rare ~~and outstanding~~earth ~~shares~~magnets ~~of common stock~~ and ashigh-performance rare aearth ~~result~~magnets. ofHigh-performance ~~the~~magnets ~~insider’s~~are ~~agreement~~engineered to ~~vote~~operate reliably in ~~favor~~high-temperature ofand ahigh-stress ~~business~~environments ~~combination,~~and ~~unless~~are ~~otherwise~~ required byin ~~applicable~~advanced ~~law~~industrial, ~~regulation or stock exchange rules~~technology, inand ~~addition~~defense toapplications. ~~the~~EM&T ~~founder~~believes ~~shares,~~that wenearly ~~would~~all ~~need~~advanced noindustries ~~public~~depend ~~shares~~on ~~sold~~these inhigh-performance ~~the initial public offering to be voted in favor of an initial business combination~~magnets.

~~Stockholders~~High-performance ~~May~~rare ~~Not~~earth ~~Have~~magnets typically require the ~~Ability~~addition of heavy rare earth elements, primarily dysprosium (“Dy”) and/or terbium (“Tb”), generally in the range of approximately 1% to 4% by weight, to maintain magnetic performance under elevated operating conditions. EM&T believes magnets ~~Approve~~that ando ~~Initial~~not ~~Business~~incorporate ~~Combination~~Dy or Tb are generally unsuitable for many high-performance applications, whereas low-performance magnets without these elements are primarily used in lower-stress or commodity applications.

WeChina’s ~~may~~Dominance conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and ~~whether~~Export ~~stockholder~~Controls ~~approval is~~on ~~currently required under Delaware law for each such transaction.~~High-Performance Magnets

~~Type~~EM&T ofbelieves ~~Transaction~~the ~~Whether~~global ~~Stockholder~~rare ~~Approval~~earth ismagnet ~~Required~~market remains ~~Purchase~~highly ofconcentrated, ~~assets~~with NoChina ~~Purchase~~holding ofa ~~stock~~dominant ofposition ~~target~~across ~~not~~midstream ~~involving~~processing, arefining, ~~merger~~and ~~with~~magnet ~~the~~production. ~~company~~The IEA Nohas ~~Merger~~reported that China’s share of ~~target~~refining ~~into~~is aapproximately ~~subsidiary~~35% offor ~~the~~nickel, ~~company~~50 – 70% Nofor ~~Merger~~lithium ofand cobalt, and nearly 90% for rare earth elements, and the ~~company~~IEA’s ~~with~~2024 aoutlook ~~target~~indicates ~~Yes~~continued dominance in magnet-related supply chains.

~~Under~~EM&T ~~Nasdaq~~believes China has increasingly used this position to exert influence over global supply chains. EM&T notes that recent export control measures implemented by China’s ~~listing rules~~Ministry of Commerce restrict the export of certain rare earth materials and magnets, ~~stockholder~~including ~~approval~~magnets ~~would~~containing bemore than ~~required~~de ~~for~~minimis ~~our~~levels ~~initial~~of ~~business~~Dy ~~combination~~and ifTb. EM&T believes that, because Dy and Tb are essential for ~~example:~~high-performance magnets, these controls effectively remove most high-performance rare earth magnets from the export market.

●EM&T wefurther ~~issue~~believes that ~~shares~~China’s ofexport ~~common~~licensing ~~stock~~regime ~~that~~may ~~will~~require beforeign ~~equal~~buyers to ordisclose insensitive ~~excess~~technical ofand ~~20%~~product ofinformation, ~~the~~and ~~number~~that supply ofconcentration ~~shares~~creates ofrisks ~~our~~related ~~common~~to ~~stock~~availability, ~~then~~pricing ~~outstanding;~~predictability, and intellectual property exposure for non-Chinese manufacturers.

●Structural ~~any~~Dependence Driven ~~of our directors, officers or substantial stockholders (as defined~~ by ~~Nasdaq~~Midstream ~~rules)~~Processing has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; orConstraints

●EM&T ~~the~~believes ~~issuance~~Western industries orare ~~potential~~dangerously ~~issuance~~dependent ofon ~~common~~China ~~stock~~for ~~will~~rare ~~result~~earth magnets due to structural limitations in ~~our~~non-Chinese ~~undergoing~~midstream aprocessing and ~~change~~refining capacity. EM&T believes that regulatory constraints associated with processing radioactive rare earth ores, high capital expenditure requirements, environmental permitting challenges, and limited availability of ~~control~~specialized expertise have historically restricted the development of large-scale processing infrastructure outside China.

InEM&T ~~connection~~estimates ~~with~~that ~~any proposed~~China ~~business~~controls ~~combination,~~a wesubstantial ~~will~~majority ~~either (1) seek stockholder approval~~ of ~~our~~global ~~initial~~hydrometallurgical ~~business~~processing ~~combination~~capacity ~~at a meeting called~~ for ~~such~~rare ~~purpose at~~earth ~~which public stockholders may seek to redeem their public shares~~elements, ~~regardless~~and ofEM&T ~~whether~~believes ~~they~~that ~~vote for or against~~ the ~~proposed business~~ ~~combination,~~absence ~~into their pro rata share~~ of ~~the~~large ~~aggregate~~commercial-scale ~~amount~~rare ~~then~~earth onhydrometallurgical ~~deposit~~facilities in the ~~trust~~United ~~account~~States ~~(net~~reflects ofa ~~taxes~~combination ~~payable)~~of orfeedstock ~~(2)~~availability ~~provide~~challenges, ~~our~~high ~~public~~capital ~~stockholders~~intensity, ~~with~~complex ~~the~~environmental ~~opportunity~~permitting torequirements, ~~sell~~and ~~their~~waste ~~public~~and ~~shares~~tailings tomanagement usconsiderations. byAccording to ~~means~~the ofInternational aEnergy ~~tender~~Agency ~~offer~~ (~~and~~“IEA”), ~~thereby~~China ~~avoid~~accounts ~~the need~~ for aapproximately ~~stockholder~~85 ~~vote)~~– ~~for~~90% ~~an amount equal to their pro rata share~~ of ~~the~~global ~~aggregate~~rare ~~amount~~earth ~~then on deposit in the trust account~~refining ~~(net~~and ofseparation ~~taxes payable)~~capacity, inincluding ~~each~~hydrometallurgical ~~case~~processing, ~~subject~~while tonon-Chinese ~~the~~capacity ~~limitations~~remains ~~described~~limited ~~herein~~and fragmented.

IfAs ~~we determine to engage in~~ a ~~tender offer~~result, ~~such~~EM&T ~~tender~~believes China ~~offer~~controls ~~will be structured so that each stockholder may tender any or all of his~~pricing, ~~her~~supply ~~or its public shares rather than some pro rata portion of his~~growth, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and ~~whether~~downstream ~~the~~availability ~~terms~~across ofmagnets, ~~the~~oxides, ~~transaction~~metals, ~~would~~battery ~~otherwise require us to seek stockholder approval. If we so choose and we are legally permitted to do so~~materials, ~~we have the flexibility to avoid a stockholder vote~~ and ~~allow~~related ~~our stockholders~~critical tomineral ~~sell~~products, ~~their~~while ~~shares~~pursuing ~~pursuant to Rule 13e~~long-4term ~~and~~strategies ~~Regulation~~to ~~14E~~dominate ofdownstream ~~the~~finished ~~Exchange~~goods ~~Act which regulate issuer tender offers. In that case~~markets, we ~~will~~including file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5EVs,~~000,001~~ ~~upon~~renewable ~~such~~energy ~~consummation and~~systems, ~~solely if we seek stockholder approval, a majority of the~~ ~~issued~~ and ~~outstanding~~defense ~~shares of common stock voted are voted in favor of the business combination~~products.

Competitive Landscape Outside China

EM&T believes that, based on publicly available announcements and industry research, non-China rare earth magnet producers have collectively announced approximately 30,000 tonnes per year of planned manufacturing capacity. EM&T estimates this represents approximately 15% of projected global rare earth magnet demand outside China. EM&T further believes that a significant portion of this announced capacity consists primarily of low-performance magnets and is fragmented across numerous smaller producers rather than concentrated in integrated, commercial-scale platforms.

WeEM&T ~~chose~~estimates ~~our net tangible asset threshold of $5,000,001 to ensure~~ that ~~we would avoid being subject to Rule 419. However, if we seek to consummate an initial business~~many ~~combination with a target business that imposes any type~~ of ~~working~~these ~~capital~~projects ~~closing~~are ~~condition~~not orexpected ~~requires us~~ to ~~have~~reach ameaningful ~~minimum~~commercial ~~amount of~~production ~~funds~~until ~~available~~approximately ~~from~~2028 ~~the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability~~ to ~~consummate~~2030 ~~such~~due ~~initial business combination (as we may be required~~ to ~~have~~permitting, ~~a lesser number of shares redeemed or~~capital, ~~sold~~technology toqualification, ~~us)~~ and ~~may~~execution ~~force~~challenges. usEM&T tobelieves ~~seek~~these ~~third~~factors ~~party~~contribute ~~financing which may not be available on terms acceptable~~ to ~~us or at all. As~~ a ~~result, we~~continued ~~may~~supply ~~not~~gap befor ~~able to consummate such initial business combination and we may not be able to locate another suitable target within the~~high-performance ~~applicable~~rare ~~time~~earth ~~period,~~magnets ifoutside atChina ~~all. Public stockholders may therefore have to until June 30, 2025~~ in ~~order~~the tonear- ~~be able~~ to ~~receive a pro rata share of the trust account~~medium-term.

~~Permitted~~Industry ~~Purchases~~Challenges ~~of our Securities~~and Constraints

InEM&T ~~the~~believes ~~event we seek stockholder~~several ~~approval~~structural ofchallenges ~~our~~continue ~~initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant~~ to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the ~~number~~development of ~~shares such persons may purchase. However~~resilient, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or rights in such transactions. They will not make any such purchases when they are in possession of any material non-~~public~~Chinese ~~information~~CMM ~~not~~supply disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of business combination, we will adopt an insider trading policy which will require insiders tochains: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In ~~the~~● ~~event~~Midstream ~~that~~processing ~~our~~bottlenecks: ~~sponsor, directors,~~EM&T ~~officers,~~believes orinsufficient their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a goingcommercial-~~private~~scale ~~transaction~~hydrometallurgical ~~subject~~and torefining ~~the~~capacity ~~going-private~~outside ~~rules~~China ~~under~~remains the ~~Exchange~~principal ~~Act;~~constraint ~~however, if~~in ~~the~~rare ~~purchasers~~earth ~~determine~~and atbattery ~~the~~material ~~time~~supply ~~of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules~~chains.

~~The~~ ~~purpose~~● ofAccess ~~such purchases would be~~ to ~~(i)~~scalable ~~vote~~feedstock: ~~such~~EM&T ~~shares~~believes inmany ~~favor~~projects ofstruggle ~~the~~to ~~business~~secure ~~combination~~consistent ~~and~~volumes ~~thereby increase the likelihood~~ of ~~obtaining stockholder approval~~ end-of-life ~~the business combination~~ or ~~(ii)~~secondary tofeedstock ~~satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash~~ at ~~the~~predictable ~~closing of our initial business combination, where it appears that such requirement would otherwise not be met~~cost. The purpose of any such purchases of rights could be to reduce the number of rights, or underlying securities, outstanding. This may result in the completion of our initial business combination that may not otherwise have been possible.

In ~~addition,~~● ifLow-cost ~~such~~energy ~~purchases are~~availability: ~~made,~~EM&T ~~the~~believes ~~public~~energy ~~“float”~~cost ~~of our common stock may be reduced~~ and ~~the~~reliability ~~number~~are ofcritical ~~beneficial holders of our securities may be reduced, which may make it difficult~~ to ~~maintain or obtain~~ the ~~quotation,~~economics ~~listing or trading~~ of ~~our~~recycling ~~securities~~and onmidstream aprocessing ~~national~~at ~~securities exchange~~scale.

● Limited experienced personnel: EM&T believes shortages of specialized engineers and operators with real-world hydrometallurgical and magnet manufacturing experience constrain execution.

● Geopolitical and policy risk: EM&T believes supply concentration heightens exposure to export controls, trade restrictions, and political mandates.

Intellectual Property

EM&T owns and develop valuable IP in the form of proprietary technologies, trade secrets, and patents related to recycling processes, magnet manufacturing, and AI-driven smart machines.

EM&T’s approach to IP focuses on supporting its Operating Companies in protecting and expanding their IP portfolios. This includes supporting them in securing patents for proprietary processes, maintaining trade secrets, and ensuring that each operating entity’s technological innovations are adequately safeguarded. EM&T will work to ensure that its subsidiaries’ IP is properly managed, with a focus on preventing unauthorized use or infringement.

The IP portfolio primarily includes patents held by Handa Lab, and NS World. Below is a summary of the material patents, their scope, and registration details of the co-registrants.

Handa Lab holds several material patents related to autonomous charging systems, robotic towing mechanisms, and advanced inspection technologies. These include the Intelligent Autonomous Charging System, registered on April 4, 2024, under Registration No. 10-2656274, and the Pick Up System of Autonomous Charging Robot for Electric Vehicle, registered on September 19, 2023, under Registration No. 10-2582166. Additionally, Handa Lab has applied for the Towing Apparatus for Autonomous Vehicles and Automatic Charging System, filed on September 20, 2023 (Application No. 10-2023-0125934), and the U.S. patent for Electronic Acknowledgment Receipt, filed on October 19, 2023 (Application No. 18381777). These patents support Handa Lab’s leadership in robotics and automation technologies. EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage. These trade secrets and process designs represent a significant asset for EM&T.

~~Our~~KCM ~~sponsor,~~holds ~~directors,~~the ~~officers,~~patent for orCompound ~~their~~for ~~respective~~Bonded ~~affiliates~~Magnet ~~anticipate~~Resin ~~that~~and ~~they~~Manufacturing ~~may identify the stockholders with whom our sponsor~~Method, ~~directors,~~which ~~officers,~~focuses oron ~~their respective affiliates may pursue privately negotiated purchases by either~~ the ~~stockholders~~development ~~contacting us directly or by our receipt~~ of ~~redemption~~ ~~requests~~advanced ~~submitted by stockholders following our mailing of proxy~~ materials infor ~~connection~~bonded ~~with our initial business combination~~magnets. ToThis ~~the~~patent, ~~extent~~registered ~~that~~on ~~our~~February ~~sponsor~~6, ~~directors~~2013, ~~officers,~~under orRegistration ~~their~~No. ~~respective affiliates enter into a private purchase~~10-1232661, ~~they~~enhances ~~would~~the ~~identify and~~company’s ~~contact~~capabilities ~~only~~in ~~potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust~~manufacturing ~~account~~sustainable orand ~~vote~~high-performance ~~against~~magnetic ~~the business combination~~materials. ~~Such~~EM&T ~~persons~~safeguards ~~would~~this ~~select~~intellectual ~~the~~property ~~stockholders~~through ~~from~~robust ~~whom~~protection ~~to acquire shares based on the~~measures ~~number of shares available, the negotiated price per share~~ and ~~such~~will ~~other~~evaluate ~~factors as any such person may deem relevant at~~ the ~~time~~potential ~~of purchase.~~for ~~The~~registering ~~price~~patents ~~per~~to ~~share~~secure ~~paid~~and inenhance ~~any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem~~ its ~~shares~~competitive ~~in connection with our initial business combination~~advantage. ~~Our~~These ~~sponsor,~~trade ~~directors,~~secrets ~~officers,~~and ~~or their respective~~process ~~affiliates~~designs ~~will~~represent ~~only~~a ~~purchase~~significant ~~shares~~asset iffor ~~such purchases comply with Regulation M under the Exchange Act and the other federal securities laws~~EM&T.

~~Any~~NS ~~purchases~~World byshares ~~our~~the ~~sponsor,~~patent ~~directors,~~for ~~officers,~~Compound orfor ~~their~~Bonded ~~respective~~Magnet ~~affiliates~~Resin ~~who~~and ~~are~~Manufacturing ~~affiliated~~Method ~~purchasers~~(Registration ~~under~~No. ~~Rule 10b~~10-181232661), ~~under~~which ~~the~~it ~~Exchange~~co-owns ~~Act~~with ~~will~~KCM. ~~only~~This ~~be made~~patent to underpins the ~~extent~~company’s ~~such~~expertise ~~purchases are able to be made~~ in ~~compliance~~rare ~~with~~earth ~~Rule~~magnet ~~10b-18,~~manufacturing ~~which is a safe harbor from liability for manipulation under Section 9(a)(2)~~ and ~~Rule~~innovative ~~10b-5~~material ~~of the Exchange Act~~processing. ~~Rule~~EM&T ~~10b-18~~safeguards ~~has~~this ~~certain~~intellectual property ~~technical~~through ~~requirements~~robust ~~that~~protection ~~must~~measures beand ~~complied~~will ~~with~~evaluate ~~in order for~~ the ~~safe~~potential ~~harbor~~for toregistering bepatents ~~available~~ to ~~the~~secure ~~purchaser.~~and ~~Our~~enhance ~~sponsor,~~its ~~directors, officers, or their respective affiliates will not~~competitive ~~make~~advantage. ~~purchases~~These oftrade ~~common~~secrets ~~stock~~and ifprocess ~~the~~designs ~~purchases~~represent ~~would violate Section 9(~~a~~)(2)~~ orsignificant ~~Rule~~asset ~~10b-5~~for ~~of the Exchange Act~~EM&T.

~~Conversion~~KMMI ~~Rights~~Inc. does not hold any material patents. However, it relies on proprietary processes and operational expertise in high-pressure gas storage systems and rare earth element processing. These capabilities are strategically significant but are not currently protected by formal intellectual property registrations. EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage. These trade secrets and process designs represent a significant asset for EM&T.

AtThe ~~any~~patents ~~meeting~~referenced ~~called to~~above ~~approve~~are anvalid ~~initial business combination, any public stockholder, whether voting~~ for or20 ~~against~~years ~~such~~from ~~proposed~~their ~~business~~filing ~~combination~~dates, ~~will be~~with ~~entitled~~expiration todates ~~demand~~ranging ~~that~~from ~~his~~2033 orto ~~her~~2044. ~~shares~~Trademarks ofassociated ~~common~~with ~~stock~~these ~~be converted for a full pro rata portion of the amount then in the trust~~entities ~~account~~are ~~($10.00~~also ~~per~~maintained ~~share~~and asrenewed ~~of December 31, 2024), plus any pro rata interest earned on the funds held~~ in ~~the~~accordance ~~trust account and not previously released to us or necessary to pay our taxes. Alternatively, we may provide our public stockholders~~ with the ~~opportunity~~laws toof ~~sell~~ their ~~shares~~ ofrespective ~~our~~jurisdictions. ~~common~~The ~~stock~~intellectual toproperty usportfolio ~~through~~provides significant acompetitive ~~tender~~advantages ~~offer (~~and ~~thereby~~aligns ~~avoid~~with ~~the~~EM&T’s ~~need~~strategy ~~for~~of aleveraging ~~stockholder~~technology ~~vote) for an amount equal~~ to ~~their pro~~dominate ~~rata share of~~ the ~~aggregate~~REE ~~amount~~supply ~~then on deposit in the trust account, net of taxes payable~~chain.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion rights with respect to 20% or more of the shares of common stock sold in our initial public offering. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares of common stock owned by him or her, or his or her affiliates. We believe this restriction will prevent stockholders from accumulating large blocks of shares before the vote held to approve a proposed business combination and attempt to use the conversion right as a means to force us or our management to purchase their shares at a significant premium to the then current market price. By not allowing a stockholder to convert more than 20% of the shares of common stock sold in our initial public offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block a transaction which is favored by our other public stockholders.Subsidiaries

~~None~~Entity ofName ~~our~~Place ~~insiders will have the right to receive cash from the trust account in connection with a stockholder vote to approve a proposed initial business combination or a vote to amend the provisions~~ of ~~our~~Organization ~~certificate~~Evolution ofMetals ~~incorporation~~NewCo, ~~relating~~Inc.* toDelaware ~~stockholders’~~Evolution ~~rights~~Metals orLLC** ~~pre-business~~Delaware ~~combination activity~~Evolution ~~with~~Metals ~~respect~~LLC to(Korea)*** ~~any~~South ~~shares~~Korea ofKCM ~~common~~Industry ~~stock owned by them~~Co., ~~directly~~Ltd.**** orSouth ~~indirectly,~~Korea ~~whether~~KMMI ~~acquired~~INC.**** ~~prior~~South toKorea ~~our~~NS ~~initial~~World ~~public offering~~Co., orLtd.**** ~~purchased~~South byKorea ~~them~~Handa inLab ~~our~~Co., ~~initial~~Ltd.**** ~~public~~South ~~offering or in the aftermarket.~~Korea

We may also require public stockholders who wish to convert, whether they are a record holder or hold their shares in “street name,” to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using the DWAC System, at the holder’s option. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time the stockholder received our proxy statement through the vote on the business combination to deliver his or her shares if he or she wishes to seek to exercise his or her conversion rights. Under Delaware law and our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount of time a public stockholder would have to determine whether to exercise conversion rights.

*	100% owned subsidiary of Evolution Metals & Technologies Corp.
**	≤ 99% owned subsidiary of Evolution Metals & Technologies Corp., ≥ 1% owned subsidiary of Evolution Metals NewCo, Inc.
***	100% owned subsidiary of Evolution Metals LLC
****	100% owned subsidiary of Evolution Metals LLC (Korea)

~~There~~Recent is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.Developments

~~The~~On ~~foregoing~~January is5, ~~different~~2026 (the “Closing ~~from~~Date”), following the ~~procedures~~approval ~~used~~at bythe ~~many~~special ~~blank~~meeting ~~check~~of ~~companies~~the shareholders of Welsbach Technology Metals Acquisition Corp., ~~Traditionally~~a Delaware corporation (“WTMA”), inheld ~~order~~on toSeptember ~~perfect~~2, ~~conversion~~2025, ~~rights~~WTMA inMerger ~~connection~~Subsidiary ~~with~~LLC, a ~~blank check~~Delaware ~~company’s~~limited ~~business~~liability ~~combination~~company, ~~the~~and ~~company~~a ~~would~~wholly owned ~~distribute~~subsidiary ~~proxy~~of ~~materials~~WTMA ~~for~~(the “Merger Sub”) consummated a merger (the ~~stockholders’~~“Merger”) ~~vote~~with onand into Evolution Metals LLC, a Delaware limited liability company (“EM”) pursuant to an ~~initial~~Amended and Restated Agreement and Plan of Merger, dated as ~~business~~of ~~combination~~November 6, ~~and~~2024, aas ~~holder~~amended ~~could~~by ~~simply~~Amendment ~~vote~~No. ~~against~~1 ato ~~proposed~~Amended ~~business~~and ~~combination~~Restated Agreement and ~~check~~Plan aof ~~box~~Merger, ondated ~~the~~as ~~proxy~~of ~~card~~November ~~indicating~~11, 2024, ~~such~~as ~~holder~~amended ~~was~~by ~~seeking~~Amendment No. 2 to ~~exercise~~Amended ~~his~~and orRestated ~~her~~Agreement ~~conversion~~and ~~rights.~~Plan ~~After~~of ~~the~~Merger, ~~business~~dated ~~combination~~February ~~was~~10, ~~approved~~2025, ~~the~~as ~~company~~amended ~~would~~by ~~contact~~Amendment No. ~~such~~3 ~~stockholder~~ to ~~arrange~~Amended ~~for~~and ~~him~~Restated orAgreement ~~her~~and Plan of Merger, dated March 31, 2025, as amended by Amendment No. 4 to ~~deliver~~Amended ~~his~~and orRestated ~~her~~Agreement and ~~certificate~~Plan of Merger, dated June 11, 2025, as amended by Amendment No. 5 to ~~verify~~Amended ~~ownership~~and Restated Agreement and Plan of Merger, dated July 21, 2025, and as amended by Amendment No. As6 ato ~~result~~Amended and Restated Agreement and Plan of Merger, ~~the~~dated ~~stockholder~~January ~~then~~5, ~~had an~~2026 ~~“option~~(the ~~window~~“Merger Agreement”). ~~after~~Accordingly, the ~~consummation~~Merger ofAgreement was adopted, and the ~~business~~Merger ~~combination~~and ~~during~~other ~~which~~transactions hecontemplated orthereby ~~she~~(collectively, the ~~could~~“Business ~~monitor~~Combination”) were approved and completed. At the ~~price~~closing of the ~~company’s~~ ~~stock~~Business inCombination (the ~~market.~~“Closing”) on IfJanuary ~~the~~5, ~~price~~2026, ~~rose~~pursuant ~~above~~to the ~~conversion~~Merger ~~price~~Agreement, heMerger orSub ~~she~~merged ~~could~~with ~~sell~~and ~~his~~into orEM, ~~her~~with ~~shares~~EM insurviving the ~~open~~Merger as a wholly owned ~~market~~subsidiary ~~before~~of ~~actually~~WTMA. ~~delivering~~On ~~his~~the orClosing ~~her~~Date, ~~shares~~pursuant to the ~~company~~Business ~~for~~Combination, ~~cancellation~~WTMA changed its name to Evolution Metals & Technologies Corp. As apart ~~result,~~of the ~~conversion~~Business ~~rights,~~Combination and prior to ~~which~~the ~~stockholders were~~closing ~~aware~~of ~~they~~the ~~needed~~Merger, toEM ~~commit~~acquired ~~before~~Handa ~~the~~Lab ~~stockholder~~Co., ~~meeting~~Ltd., ~~would~~a ~~become~~Korean company (“Handa Lab”), KCM Industry Co., Ltd., a Korean company (“~~continuing~~KCM”), ~~right~~KMMI ~~surviving~~INC., ~~past~~a ~~the~~Korean ~~consummation~~company (“KMMI”), and NS World ofCo., ~~the~~Ltd., ~~business~~a ~~combination~~Korean ~~until~~company ~~the~~(“NS ~~holder~~World” ~~delivered~~and, ~~its~~collectively ~~certificate~~with Handa Lab, KCM and KMMI, referred to as the “Korean Companies”).

~~The~~On ~~requirement~~January ~~for~~5, ~~physical~~2026, WTMA, orentered ~~electronic~~into ~~delivery~~Amendment ~~prior~~No. 6 to the ~~meeting~~Amended ~~ensures~~and ~~that~~Restated aAgreement ~~holder’s~~and ~~election~~Plan toof ~~convert~~Merger, ~~his~~which oramended ~~her~~the ~~shares~~Amended isand ~~irrevocable~~Restated ~~once~~Agreement and Plan of Merger, by among other things, amended the ~~business~~ ~~combination~~recitals isof ~~approved.~~the Merger Agreement, as well as certain definitions under the Merger Agreement, and also

~~Any~~updated ~~request to convert such shares once made may be withdrawn at any time up to~~ the ~~vote~~list ~~on the proposed business combination. Furthermore, if a holder~~ of aminority public share delivered his or her certificate in connection with an election of their conversion and subsequently decides prior to the vote on the proposed business combination not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically or electronically)equityholders.

IfOn ~~the~~January ~~Business~~5, ~~Combination~~2026, WTMA entered isinto ~~not~~that ~~approved~~certain orAgreement ~~completed~~and ~~for~~Plan ~~any~~of ~~reason~~Merger, ~~then~~dated ~~our~~as ~~public~~of ~~stockholders~~January ~~who~~5, ~~elected~~2026, toby ~~exercise~~and ~~their~~among ~~conversion~~WTMA, ~~rights~~EM, ~~would~~NewCo, ~~not~~Inc., a Delaware corporation (“NewCo”), and William David Wilcox Jr., as the sole stockholder of NewCo, as it may be amended or supplemented from time ~~entitled~~to time (the “Step 7 Merger Agreement”), pursuant to ~~convert~~which ~~their~~Merger ~~shares~~Sub ~~for~~will merge with and into NewCo (the ~~applicable~~Step ~~pro~~7 ~~rata~~Merger), on ~~share~~the ofterms and subject to the ~~trust~~conditions ~~account~~set forth in the Step 7 Merger Agreement, with NewCo continuing as the surviving corporation in the Step 7 Merger. InThereafter, ~~such~~on ~~case~~January 5, we2026, ~~will~~Merger ~~promptly~~Sub ~~return~~merged ~~any~~with ~~shares~~and into EM, with EM surviving the Step 8 Merger as a wholly ~~delivered~~owned bysubsidiary ~~public~~of ~~holders~~WTMA. On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals& Technologies Corp.

~~Liquidation~~Precedent ifTransaction Agreements ~~No Business Combination~~

~~The~~As ~~current~~contemplated ~~extension date~~ by ~~which we must consummate~~ the ~~Business Combination is June 30~~Merger Agreement, ~~2025.~~EM ~~Unless we submit~~ and ~~our~~WTMA ~~stockholders~~entered ~~approve~~into ~~an extension, if~~ the ~~Business~~following ~~Combination~~transactions ~~(or~~that ~~combination~~were ~~with~~consummated ~~another~~in ~~target~~connection ~~business)~~with isthe ~~not~~Closing ~~completed by~~ (the ~~Liquidation Date, such condition will trigger~~“Precedent ~~our~~Transactions”) ~~automatic~~in ~~winding~~order ~~up, liquidation and dissolution pursuant~~ to ~~the~~effectuate ~~terms of~~ the ~~Charter.~~Business AsCombination aand ~~result,~~which ~~this~~occurred ~~has~~prior ~~the~~to ~~same~~or ~~effect~~at ~~as if we had formally gone through a voluntary liquidation procedure under~~ the ~~DGCL~~Closing. ~~Accordingly, no vote would be required from our stockholders to commence such a voluntary winding up, liquidation and dissolution.~~

~~The~~On ~~amount~~January ~~in the trust account (less approximately $228 representing the aggregate nominal par value of the common stock as of December 31~~5, ~~2024) under the DGCL will be treated as a share premium which is distributable under the DGCL provided that immediately following the date on which the proposed distribution is proposed to be made~~2026, ~~we are able to pay our debts as they fall due~~ in the first ~~ordinary~~step ~~course~~ of ~~business. If we are forced to liquidate~~ the ~~trust~~Precedent ~~account~~Transactions, ~~we anticipate that we would distribute to our stockholders~~ the ~~amount~~EM inEquityholder ~~the~~formed ~~trust~~a ~~account~~wholly ~~calculated as~~owned ofsubsidiary ~~the~~and ~~date~~Delaware ~~that~~corporation ~~is two~~ (2)“US ~~business days prior to the distribution date (including any accrued interest~~NewCo”) ~~including interest earned~~ ~~on the funds held in the trust account,~~ and ~~not~~immediately ~~previously~~thereafter ~~released~~contributed ~~to us to pay our taxes~~13,000 ~~divided~~of by the ~~number~~limited ofliability ~~then~~company ~~outstanding public~~common ~~stock,~~member ~~subject~~units to certain limitations. Prior to such distribution, we would be required to assess all claims that may be potentially brought against it by its creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our shareholders with respect to amounts that are owed to them. We cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, our stockholders could potentially be liable for any claims of ~~creditors~~EM to (the ~~extent of~~“EM ~~distributions~~Member received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we have obtained and will continue to seek to have all vendors, service providers (other than its independent auditorsUnits”)~~, prospective target businesses~~ ~~or other entities with which we do business and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or~~ to ~~any~~US ~~monies~~NewCo ~~held~~ in ~~the~~exchange ~~trust~~for ~~account,~~100 ~~there~~shares isof nocommon ~~guarantee~~stock ~~that~~of ~~they~~US ~~will execute such agreements~~NewCo. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.

On January 5, 2026, in the second step of the Precedent Transactions, EM formed (i) a wholly owned subsidiary and Korean Chusik Hosea company (“Korea NewCo”) and (ii) a wholly owned subsidiary and Korean non-Chusik Hosea company (“Korea DRE”).

~~The~~On ~~Sponsor~~January ~~and~~5, ~~our~~2026, ~~directors and officers have agreed to waive their rights to participate~~ in ~~any~~the third ~~liquidation~~step of the ~~trust~~Precedent ~~account~~Transactions, orKorea ~~other~~DRE ~~assets~~elected ~~with respect~~ to ~~any~~ ofbe ~~our~~classified ~~common~~as ~~stock held by them and to vote their common stock in favor of any dissolution and plan of distribution which we submit to~~ a ~~vote~~disregarded ofentity ~~stockholders.~~for ~~No consideration was received by such persons in respect of such waiver~~U.S. ~~There~~federal ~~will~~income betax ~~no distribution from the trust account with respect to the Rights, which will expire worthless~~purposes.

IfOn weJanuary ~~are~~5, ~~unable~~2026, toin ~~complete~~ the fourth ~~Business~~step ~~Combination and expend all~~ of the ~~net~~Precedent ~~proceeds~~Transactions, ofEM ~~the~~contributed ~~IPO~~$78,870,000 ~~other than~~ (the ~~proceeds~~“Capital ~~deposited~~Contribution”) into the ~~trust~~capital ~~account~~of, and ~~without~~ ~~taking~~assigned ~~into~~its ~~account~~rights ~~interest,~~under ifcertain ~~any,~~heads ~~earned~~of onagreement ~~the~~between ~~trust~~EM ~~account,~~and ~~the~~each ~~per-share distribution from the trust account would be approximately $11.32 based on the value~~ of the ~~trust~~Korean ~~account~~Companies asto ofKorea ~~December 31, 2024~~NewCo.

~~The~~On ~~proceeds~~January ~~deposited in the trust account could~~5, ~~however~~2026, ~~become~~in ~~subject to~~ the fifth ~~claims~~step of ~~our creditors which would be prior to~~ the ~~claims~~Precedent ofTransactions, ~~the~~EM ~~public~~caused ~~stockholders. Although~~Korea weNewCo ~~have obtained and will continue~~ to ~~seek~~distribute tothe ~~have~~Capital ~~all~~Contribution ~~vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or~~ to ~~any~~EM ~~monies held~~ in ~~the~~exchange ~~trust account~~ for ~~the benefit of our stockholders~~16,571 ~~there is no guarantee that they will execute such agreements or even if they~~EM ~~execute~~Member such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust accountUnits.

~~The~~On ~~Sponsor~~January ~~has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us~~5, ~~or a prospective target business with which we have discussed entering into a transaction agreement~~2026, ~~reduce the amount of funds~~ in ~~the trust account to below~~Step ~~(a)~~6-A ~~$10.00 per our common stock (or such higher amount then held in trust) or (b) such lesser amount per our common stock held in the trust account as~~ of the ~~date~~Precedent ofTransactions, ~~the~~Korea ~~liquidation~~NewCo ofacquired ~~the~~Korean ~~trust~~DRE ~~account~~from ~~due~~EM ~~to reductions~~ in ~~the~~exchange ~~value~~for ofKRW ~~the trust assets~~10, ~~in each case net of the interest which may be withdrawn to pay taxes~~000, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities000, ~~including~~after ~~liabilities~~which ~~under~~Korea ~~the~~DRE ~~Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable~~became ~~against~~ a ~~third~~wholly ~~party,~~owned ~~the~~subsidiary ~~Sponsor will not be responsible to the extent~~ of ~~any~~Korea ~~liability for such third-party claims~~NewCo. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you it will be able to return to our stockholders at least $10.00 per public stock (or such higher amount then held in trust).

~~Because~~On weJanuary ~~will~~5, ~~not~~2026, bein ~~complying~~Step ~~with~~6-B ~~Section 280, Section 281(b)~~ of the ~~DGCL~~Precedent ~~requires it to adopt a plan~~Transactions, ~~based~~each onequity ~~facts~~holder ~~known~~of toeach usof atthe ~~such~~equityholders ~~time~~of ~~that~~each ~~will provide for our payment~~ of ~~all existing and pending claims or claims that may be potentially brought against us within~~ the 10Korean ~~years~~Companies ~~following our dissolution. However~~(collectively, ~~because we are a blank check company, rather than an operating company, and our operations are limited to searching~~the ~~for~~“Korean ~~prospective~~Equityholders”) ~~target~~who ~~businesses~~did tonot ~~acquire,~~exercise ~~the only likely claims to arise would be from our vendors (such as lawyers~~his, ~~investment~~her ~~bankers, etc.)~~ or ~~prospective~~its ~~target~~appraisal ~~businesses.~~rights ~~If our plan of distribution complies~~ with ~~Section~~respect ~~281(b)~~to all of ~~the DGCL~~his, ~~any~~her ~~liability~~or ofits ~~stockholders~~equity ~~with~~interests ~~respect~~in tothe aapplicable ~~liquidating~~Korean ~~distribution~~Company isexchanged, ~~limited~~pursuant to ~~the~~certain ~~lesser of such stockholder’s pro rata~~ share ofexchange ~~the~~agreements, ~~claim~~as oramended (the ~~amount~~“Korean Company ~~distributed~~Exchange ~~to the stockholder~~Agreements”), ~~and~~those ~~any liability~~ of ~~the~~his, ~~stockholder~~her ~~would~~or ~~likely~~its beequity ~~barred~~interests ~~after~~in the ~~third~~applicable ~~anniversary~~Korean ofCompany ~~the~~owned ~~dissolution. We~~by ~~cannot assure you that we will properly assess all claims that may be potentially brought against us. As~~ such, ~~our~~equityholder ~~stockholders could~~with ~~potentially~~respect ~~be liable for any claims~~ to ~~the~~which ~~extent~~such ofequityholder ~~distributions~~did ~~received~~not byexercise ~~them (but no more) and any liability of our stockholders may extend beyond~~ the ~~third~~appraisal ~~anniversary~~right offor ~~such date. Furthermore, if~~ the ~~pro~~respective ~~rata~~portions ~~portion~~ of ~~our trust account distributed to our public stockholders upon~~ the ~~redemption~~EM ofMember ~~our~~Units ~~public~~and ~~stock in~~ the ~~event we do not complete our initial business combination within the allotted~~remaining ~~time~~EM ~~period~~Member ~~is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful~~Units, ~~then~~ ~~pursuant~~which torepresented ~~Section 174 of~~ the ~~DGCL,~~fair ~~the~~market ~~statute~~value of ~~limitations~~the ~~for~~shares ~~claims~~ of ~~creditors~~the ~~could~~Korean ~~then~~Companies bewith ~~six~~respect ~~years~~to ~~after~~which the ~~unlawful~~appraisal rights ~~redemption~~are ~~distribution~~exercised, ~~instead~~were oftransferred ~~three~~by ~~years,~~Korea asNewCo into ~~the~~each ~~case~~applicable ofKorean ~~a liquidating distribution~~Company.

On January 5, 2026, in Step 6-C of the Precedent Transactions, Korea NewCo, pursuant to an agreement and plan of merger, merged with and into Korea DRE, such that the separate existence of Korea NewCo ceased and Korea DRE became the surviving company.

On January 5, 2026, EM and the applicable Korean Companies executed the Step 6-D transaction documents providing for EM’s acquisition of all EM Member Units held by such Korean Companies for an aggregate purchase price of $48,118,084. The payment of Step 6-D is contractually required to occur on the earlier of (i) 14 calendar days following EM’s consummation of a capital raise exceeding $50,000,000, or (ii) the third anniversary of the Korean Company Exchange Agreements, after which the Korean Companies will become wholly owned subsidiaries of Korea DRE following the required redemptions of interests subject to appraisal rights.

On January 5, 2026, in the seventh step of the Precedent Transactions, Merger Sub merged with and into US NewCo pursuant to Step 7 Merger Agreement, such that (i) the separate existence of Merger Sub ceased and US NewCo became the surviving corporation and a wholly owned subsidiary of WTMA and (ii) the EM Equityholder received $61,875,098 worth of WTMA Common Stock in consideration for such merger.

On January 5, 2026, the Merger and related transactions consummated under the Merger Agreement at the Closing were the eighth step of the Precedent Transactions and occurred immediately following the seventh step of the Precedent Transactions.

~~Certificate~~Registration ofRights Agreement ~~Incorporation~~

~~Our~~In ~~certificate~~connection ofwith ~~incorporation~~the Closing, ~~contains~~EMAT, ~~certain~~WTMA’s ~~requirements~~sponsor, ~~and~~Welsbach ~~restrictions~~Acquisition ~~relating~~Holdings toLLC ~~our~~(the ~~initial~~“Sponsor”), ~~public~~certain ~~offering~~former ~~that~~holders ~~will~~of ~~apply~~WTMA toCommon usStock, certain ~~until~~former ~~the~~members ~~consummation~~ of ~~our~~ ~~initial~~EM ~~business~~and ~~combination.~~certain Ifother weentities ~~hold~~(such aholders, ~~stockholder~~collectively, ~~vote~~the to“RRA ~~amend~~Holders”) ~~any~~entered ~~provisions~~into ofthe ~~our~~Amended and ~~certificate~~Restated ofRegistration ~~incorporation~~Rights ~~relating~~Agreement, ~~to stockholder’s~~dated ~~rights~~as orof ~~pre-business~~the ~~combination~~Closing ~~activity~~Date (~~including~~ the ~~substance~~“Registration orRights ~~timing~~Agreement”), ~~within~~pursuant ~~which we have~~ to ~~complete a~~ ~~business combination)~~which, weamong ~~will~~other ~~provide~~things, ~~our~~EMAT ~~public~~is ~~stockholders~~obligated ~~with the opportunity~~ to ~~redeem~~file, ~~their~~within ~~shares~~180 ofdays ~~common~~following ~~stock~~the ~~upon~~Closing ~~approval of~~Date, ~~any such amendment at~~ a ~~per-share~~shelf ~~price,~~registration ~~payable~~statement ~~in cash, equal~~ to register the ~~aggregate~~resale ~~amount~~of ~~then~~certain onsecurities ~~deposit~~of ~~in the trust account~~EMAT, including ~~interest~~ ~~earned~~EMAT onCommon ~~the~~Stock, ~~funds~~ held inby the ~~trust~~RRA ~~account~~Holders ~~and~~after ~~not~~the ~~previously~~Closing. ~~released~~The toRegistration usRights Agreement toalso ~~pay~~provides ~~our franchise and income taxes, divided by~~ the ~~number~~RRA ofHolders ~~then outstanding public shares, in connection~~ with ~~any~~certain ~~such~~demand ~~vote.~~and ~~Our~~piggy-back ~~insiders~~registration ~~have agreed to waive any conversion~~ rights ~~with~~, ~~respect~~subject to ~~any~~certain ~~founder~~requirements ~~shares, private shares~~ and ~~any public shares they may hold in connection with any vote to amend our certificate~~customary ~~of incorporation~~conditions. ~~Specifically, our certificate of incorporation provides, among other things, that:~~

●The ~~prior~~Registration toRights ~~the~~Agreement will ~~consummation~~terminate of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on ~~deposit in~~ the ~~trust~~earlier ~~account, net~~ of ~~taxes payable, or~~ (2i) ~~provide our stockholders with~~ the ~~opportunity~~tenth toanniversary ~~sell their shares to us by means~~ of athe ~~tender~~Closing ~~offer~~Date (and ~~thereby avoid the need for a stockholder vote~~(b) ~~for~~with anrespect ~~amount equal~~ to ~~their~~any ~~pro~~RRA ~~rata~~Holder, ~~share~~on of the ~~aggregate~~date ~~amount~~that such ~~then~~RRA onHolder ~~deposit~~no inlonger ~~the~~holds ~~trust~~any ~~account,~~securities ~~net~~permitted ofto ~~taxes~~be ~~payable,~~registered inpursuant ~~each case subject~~ to the ~~limitations~~Registration ~~described~~Rights ~~herein;~~Agreement.

●EM weEquityholder ~~will~~Support ~~consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001~~ and aLock-up Agreement ~~majority of the outstanding shares of common stock voted are voted in favor of the business combination;~~

●In ifconnection ~~our~~with ~~initial~~the ~~business~~execution of ~~combination~~the isMerger Agreement, on November 6, 2024, and amended on February 10, 2025, WTMA entered into the EM Equityholder Support and Lock-up Agreement, as amended, (the “EM Equityholder Support and Lock-up Agreement”) by and among WTMA, EM, the Sponsor and the EM Equityholder. Pursuant to the EM Equityholder Support and Lock-up Agreement, the EM Equityholder acknowledged that he read the Merger Agreement and agreed to, among other things, approve, consent to, and adopt the Merger Agreement, any document contemplated by the Merger Agreement and the transactions contemplated therein by written resolutions undertaken in his capacity as member and manager of EM, as contemplated by the Business Combination including by consenting to certain matters as specified in the EM Equityholder Support and Lock-up Agreement. Pursuant to the EM Equityholder Support and Lock-up Agreement, the EM Equityholder agreed not ~~consummated~~to, without the prior written consent of the Sponsor and the Board of Directors of EMAT, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within 9the ~~months~~meaning of Section 16 of the ~~closing~~Exchange Act, with respect to any EM Member Units owned by such EM Equityholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of ~~our~~the ~~initial~~economic ~~public~~consequences ~~offering~~of ownership of any EM Member Units owned by the EM Equityholder or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) with respect to EMAT Common Stock, ~~then~~in ~~our~~each ~~existence~~case, ~~will~~for the duration of the applicable lock-up period. The EM Equityholder Support and Lock-up Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the third anniversary of the Closing, (b) the termination of the Merger Agreement, and we(c) ~~will~~as ~~distribute~~to each EM Equityholder, the written agreement of WTMA, EMAT, the Sponsor, EM and the EM Equityholder. Upon such termination of the EM Equityholder Support and Lock-up Agreements, all ~~amounts~~obligation of the parties under the EM Equityholder Support and Lock-up Agreement will terminate, without any liability or other obligation on the part of any party thereto, to any person in respect thereof or the ~~trust~~transactions ~~account~~contemplated thereby, and no party thereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to ~~all~~the subject matter thereof; provided, however, that the termination of ~~our~~the ~~public~~EM ~~holders~~Equityholder Support and Lock-up Agreement shall not relieve any party thereto from liability arising in respect of ~~shares~~any breach of ~~common~~the ~~stock;~~EM Equityholder Support and Lock-up Agreement prior to such termination.

●Sponsor ~~upon~~Support ~~the consummation of our initial public offering~~ and ~~the partial exercise of the underwriter’s over~~Lock-~~allotment~~Up ~~option,~~Agreement ~~$77,276,860 was placed into the trust account;~~

●In weconnection ~~may~~with ~~not~~the ~~consummate~~execution of ~~any~~the ~~other~~Merger ~~business~~Agreement, ~~combination~~and contemporaneously therewith, ~~merger~~on November 6, ~~capital~~2024, ~~stock~~as ~~exchange~~amended on February 10, ~~asset~~2025, ~~acquisition~~the Sponsor and WTMA, EM, ~~stock~~and ~~purchase~~certain other officers and directors of WTMA (the “Sponsor Persons”) entered into the Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up Agreement”), ~~reorganization~~pursuant orto ~~similar~~which ~~transaction~~the ~~prior~~Sponsor and the Sponsor Persons agreed to, among ~~our~~other ~~initial~~things, ~~business~~vote ~~combination;~~all their WTMA Common Stock in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support and Lock-up Agreement.

● prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

Potential Revisions to Agreements with Insiders

Each of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:

● Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

●Pursuant ~~Restrictions~~to ~~relating~~the Sponsor Support and Lock-up Agreement, the Sponsor and the Sponsor Persons agreed not to ~~our~~(i) ~~insiders~~sell, ~~being~~offer ~~required~~to sell, contract or agree to ~~vote~~sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in ~~favor~~the filing of) a ~~business~~registration ~~combination~~statement with the SEC or ~~against~~establish ~~any~~or ~~amendments~~increase toa ~~our~~put ~~organizational~~equivalent ~~documents~~position ~~could~~or beliquidate ~~amended~~or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to ~~allow~~any ~~our~~shares ~~insiders~~of WTMA Common Stock owned by the Sponsor and the Sponsor Persons, (ii) enter into any swap or other arrangement that transfers to ~~vote~~another, onin awhole or in part, any of the economic consequences of ownership of any shares of WTMA Common Stock owned by the Sponsor and the Sponsor Persons or (iii) publicly announce any intention to effect any transaction asspecified ~~they~~in ~~wished;~~clause (i) or (ii), for the duration of the applicable lock-up period.

● The ~~requirement~~Sponsor Support and Lock-up Agreement will terminate in its entirety, and be of ~~members~~no further force or effect, upon the earliest of (a) the ~~management~~third ~~team~~anniversary of the Closing, (b) the termination of the Merger Agreement, and (c) as to ~~remain~~the ~~our~~Sponsor ~~officer~~and orthe ~~director~~Sponsor ~~until~~Persons, the ~~closing~~written agreement of aWTMA, EMAT, ~~business~~EM, ~~combination~~the ~~could~~Sponsor beand ~~amended~~the toSponsor ~~allow~~Persons. ~~persons~~Upon tosuch ~~resign~~termination ~~from~~of ~~their~~the ~~positions~~Sponsor ~~with~~Support usand ifLock-up Agreement, ~~for~~all ~~example~~obligations of the parties under the Sponsor Support and Lock-up Agreement will terminate, without any liability or other obligation on the ~~current~~part ~~management~~of ~~team~~any party ~~was~~thereto ~~having~~to ~~difficulty~~any ~~locating~~person ain ~~target~~respect ~~business~~thereof or the transactions contemplated thereby, and no party thereto shall have any claim against another ~~management~~(and ~~team~~no ~~had~~person ashall ~~potential~~have ~~target~~any ~~business~~rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Sponsor Support and Lock-up Agreement shall not relieve any party thereto from liability arising in respect of any breach of the Sponsor Support and Lock-up Agreement prior to such termination.

●Lock-up ~~The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;~~Agreements

●In ~~The~~connection ~~obligation~~with the Business Combination, on the Closing Date, the stockholders of ~~our~~the ~~management~~Korean ~~team~~Equityholders, toEM ~~not~~Convertible ~~propose~~Preferred ~~amendments~~Unit holders, and holders of EM Member Units entered into lock-up agreements with respect to ~~our~~their ~~organizational~~equity ~~documents~~interests ~~could~~and bethe ~~amended~~shares of EMAT Common Stock that they received in the Business Combination pursuant to ~~allow~~which ~~them~~they agreed to ~~propose~~certain ~~such~~restrictions ~~changes~~on transfer of their securities until seven calendar days following the Closing or until up to ~~our~~the ~~stockholders;~~third anniversary of the Closing.

●Bridge ~~The~~Loan ~~obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation; and~~Agreement

●On ~~The~~January ~~requirement~~5, to2026, ~~obtain~~EM entered into an unsecured Bridge Loan Agreement with a ~~valuation~~lender ~~for~~(the ~~any~~“Lender”) ~~target~~pursuant ~~business~~to ~~affiliated~~which the Lender agreed to provide EM with a ~~our~~single-disbursement ~~insiders~~loan in the aggregate principal amount of $80,000,000 (the “Bridge Loan”). The Bridge Loan bears interest at a fixed rate of 6.00% per annum, payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and matures five Business Days after the Closing Date, subject to earlier repayment upon an event itof ~~was~~default. ~~too~~The ~~expensive~~Bridge Loan is unsecured, contains no collateral or security interest, and may be prepaid by EM at any time without premium or penalty. The proceeds of the Bridge Loan are available to doEM sofor general corporate purposes. The Bridge Loan Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default, including cross-default and bankruptcy-related triggers.

~~Except~~Indemnification ~~as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:~~Agreements

●On ~~Our~~the ~~having~~Closing anDate, ~~extended~~the ~~period~~Company entered into customary indemnification agreements with each of ~~time~~its todirectors ~~consummate~~and aexecutive ~~business~~officers. ~~combination~~Each ~~(although~~indemnification ~~with~~agreement ~~less~~provides for inindemnification ~~trust~~and asadvancements aby ~~certain~~the ~~number~~Company of ~~our~~certain ~~stockholders~~expenses ~~would~~and ~~certainly~~costs ~~redeem~~relating ~~their~~to ~~shares~~claims, insuits ~~connection~~or ~~with~~proceedings ~~any~~arising ~~such~~from his ~~extension);~~or her service to the Company or, at the Company’s request, service to other entities as officers or directors, to the maximum extent permitted by applicable law.

●Executive ~~Our~~Officer ~~insiders~~Employment ~~being able to vote against a business combination or in favor of changes to our organizational documents;~~Agreements

●On ~~Our~~the ~~operations~~Closing ~~being~~Date, ~~controlled~~EMAT byentered ainto executive employment agreements with David Wilcox, Frank Moon, Andrew Knaggs, Christopher Clower, and John Arrastia as its new ~~management~~Executive ~~team~~Chairman, Chief ~~that~~Executive ~~our~~Officer, ~~stockholders~~President, ~~did~~Chief ~~not~~Financial ~~elect~~and toOperating ~~invest~~Officer ~~with;~~and Chief Legal Officer, respectively. See “Employment Agreements.”

● Our insiders receiving compensation in connection with a business combination; and

● Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification were necessary to complete a business combination). Each of our officers and directors has fiduciary obligations to us requiring that he or she act in our best interests and the best interests of our stockholders.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effectuating business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could complete a business combination with utilizing the net proceeds of our initial public offering, our ability to compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources.

The following also may not be viewed favorably by certain target businesses:

● our obligation to seek stockholder approval of our initial business combination or engage in a tender offer may delay the completion of a transaction;

● our obligation to convert shares of common stock held by our public stockholders may reduce the resources available to us for our initial business combination;

● our obligation to pay the deferred underwriting discounts to the underwriters upon consummation of our initial business combination;

● our obligation to either repay working capital loans that may be made to us by our insiders or their affiliates;

● our obligation to register the resale of the founder shares, as well as the private units (and underlying securities) and any shares issued to our insiders or their affiliates upon conversion of working capital loans; and

● the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately held entities having a similar business objective as ours in connection with an initial business combination with a target business with significant growth potential on favorable terms.

If we succeed in effectuating our initial business combination, there will be, in all likelihood, intense competition from competitors of the target business. Subsequent to our initial business combination, we may not have the resources or ability to compete effectively. Employees

We have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they devote in any time period will vary based on circumstances, including whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to consummate our initial business combination with has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote an average of approximately 10 hours per week to our business. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Audited Financial Statements

We have registered our units, common stock and rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled to United States GAAP or IFRS as issued by the IASB. A particular target business identified by us as a potential business combination candidate may not have the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to consummate our initial business combination with the proposed target business.

We may be required by the Sarbanes-Oxley Act to have our internal control over financial reporting audited for the year ending December 31, 2025. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal control over financial reporting. The development of the internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

JOBS Act

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period until we are no longer an “emerging growth company.”

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Item 1A. Risk Factors.

AsAn investment in our securities involves a high ~~smaller~~degree ~~reporting~~of ~~company~~risk. You should consider carefully all of the risks described below, together with the other information contained in wethis ~~are~~Annual ~~not~~Report ~~required~~on toForm ~~include~~10-K, ~~risk~~including ~~factors~~our historical financial statements and related notes included elsewhere in this Annual Report. on ~~However~~Form 10-K, ~~below~~before ismaking a ~~partial~~decision ~~list~~to invest in our securities. Any one of ~~material~~these risks, and uncertainties ~~and~~has ~~other~~the potential to cause ~~factors~~material ~~that~~adverse effects on our business, financial condition and operating results which could ~~have~~cause actual results to differ materially from any forward-looking statements expressed by us and a ~~material~~significant ~~effect~~decrease onin the ~~Company~~value ~~and~~of ~~its~~our ~~operations:~~common stock. Refer to “Cautionary Statement Regarding Forward-Looking Statements.”

● We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a ~~blank~~material ~~check~~adverse ~~company~~effect ~~with~~on nous. ~~revenue~~You could lose all or ~~basis~~a tosignificant ~~evaluate~~portion ~~our~~of ~~ability~~your investment due to ~~select~~any aof ~~suitable~~these ~~business~~risks ~~target;~~and uncertainties.

●Risks WeRelated ~~may not be able~~ to ~~select~~EM&T’s anFinancial ~~appropriate~~Condition ~~target business or businesses~~ and ~~complete~~Results of ~~our initial business combination in the prescribed time frame;~~Operations

●EM&T ~~Our~~has ~~expectations~~a ~~around~~limited ~~the~~operating ~~performance~~history ofas a ~~prospective~~consolidated ~~target~~company following ~~business~~the orBusiness ~~businesses~~Combination, ~~may~~which ~~not~~makes beit ~~realized;~~difficult to evaluate its business, prospects, and future operating results.

●EM&T Wewas ~~may~~formed as the result of the business combination completed in January 2026, and its historical financial information does not bereflect ~~successful~~the operations of EM&T as a consolidated public company. While EM&T conducts its business through EM and other operating subsidiaries that have varying operating histories, EM&T itself has a limited operating history in ~~retaining~~its orcurrent ~~recruiting~~structure, ~~required~~scale, ~~officers~~and scope. As a result, ~~key~~investors ~~employees~~have orlimited historical ~~directors~~information ~~following~~upon ~~our~~which ~~initial~~to evaluate EM&T’s business, ~~combination;~~prospects, and future performance.

●Although ~~Our~~certain ~~officers~~of ~~and~~EM&T’s ~~directors~~operating ~~may~~ subsidiaries have ~~difficulties~~been ~~allocating~~engaged ~~their~~in ~~time~~activities ~~between~~related ~~the~~to ~~Company~~critical materials processing, recycling, and ~~other~~magnet manufacturing prior to the Business Combination, these businesses ~~and~~were ~~may~~not ~~potentially~~previously ~~have~~operated ~~conflicts~~or managed as part of ~~interest~~a ~~with~~single, ~~our~~vertically ~~business~~integrated orplatform. inAccordingly, ~~approving~~EM&T’s historical ~~our~~results ~~initial~~may ~~business~~not ~~combination;~~be indicative of its future performance as a consolidated enterprise.

●EM&T We may ~~not~~encounter berisks, ~~able~~uncertainties, toexpenses, and ~~obtain~~difficulties ~~additional~~commonly ~~financing~~associated towith ~~complete~~companies ~~our~~transitioning ~~initial~~to ~~business~~a ~~combination~~larger, orintegrated ~~reduce~~operating ~~the~~model, ~~number~~including, ofamong ~~shareholders requesting redemption;~~others:

● Welimited ~~may~~operating ~~issue~~history ~~our shares to investors in connection with our initial business combination~~ at athe ~~price~~scale ~~that~~and isintegration ~~less~~level ~~than~~contemplated following the ~~prevailing~~Business ~~market~~Combination, ~~price~~making ofit ~~our~~difficult ~~shares~~to atpredict ~~that~~future ~~time~~financial performance;

● ~~You may not be given~~ the ~~opportunity~~need to ~~choose~~raise ~~the~~and ~~initial~~deploy ~~business~~substantial ~~target~~additional orcapital to ~~vote~~fund ongrowth ~~the~~initiatives, ~~initial~~capital ~~business~~expenditures, ~~combination~~and working capital requirements;

● ~~Trust~~the ~~account~~possibility ~~funds~~of ~~may~~continued ~~not~~operating belosses ~~protected~~as ~~against~~EM&T ~~third~~invests ~~party~~in ~~claims~~scaling oroperations, ~~bankruptcy~~integrating subsidiaries, and expanding production capacity;

● Anchallenges ~~active~~in ~~market~~forecasting ~~for~~and ~~our~~responding ~~public~~to ~~securities’~~changes ~~may~~in ~~not~~demand, ~~develop~~pricing, and ~~you~~regulatory ~~will~~conditions ~~have~~in ~~limited~~the ~~liquidity~~critical materials, battery metals, and ~~trading~~rare earth magnet markets;

●

risk that customers may delay, reduce, or decline adoption of EM&T’s battery metals, magnet, or related products;

●

limited experience operating EM&T as a single, consolidated public company with centralized governance, reporting, and controls;

●

competition from larger, more established, and better-capitalized companies with greater financial, technical, and operational resources;

●

difficulties in attracting, integrating, and retaining skilled management, engineering, technical, and operational personnel necessary to execute EM&T’s growth strategy; and

●

dependence on key executive, technical, and operational personnel, the loss of whom could adversely affect EM&T’s ability to execute its business plan.

Due to these risks and uncertainties, investors may have difficulty evaluating EM&T’s business and prospects, and EM&T’s actual results may differ materially from expectations or projections.

EM&T has incurred operating losses and may be unable to achieve sustained, long-term profitability and commercial success.

Since the completion of the Business Combination, EM&T has incurred operating losses and expects to continue to incur significant expenses as it integrates its operating subsidiaries, scales production capacity, and expands its vertically integrated critical materials platform. EM&T has not yet generated revenues at levels sufficient to offset its operating expenses, and there can be no assurance that it will achieve or maintain profitability in the future.

EM&T anticipates incurring substantial operating costs, including research and development (“R&D”) expenses, capital expenditures, and integration-related costs, as it seeks to ramp up revenues from the sale of concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (“pCAM”), magnets, and their related products. These expenditures are expected to continue until EM&T is able to achieve sufficient scale, operational efficiency, and market adoption of its products.

To achieve sustained profitability and long-term commercial success, EM&T must successfully execute its growth and integration strategy, including, among other things:

●

integrating acquired and future operating businesses into a cohesive, efficient, and scalable platform;

●

expanding production capacity and scaling operations to meet anticipated demand for battery metals, rare earth elements, and related products;

●

reducing unit manufacturing costs through the implementation of automation, robotics, and AI-enabled smart factory technologies;

●

pricing its products competitively while increasing market penetration across end markets such as automotive, aerospace, defense, healthcare technologies, renewable energy, and consumer electronics;

●

commercializing and scaling its recycling processes and manufacturing technologies to capture additional market opportunities; and

●

securing reliable, long-term sources of feedstock, including spent lithium-ion batteries, e-scrap, and other recyclable materials, to support its multi-feedstock processing facilities.

If EM&T fails to execute one or more of these initiatives effectively or within expected timeframes, EM&T may be unable to achieve sustained profitability or generate sufficient cash flows to support its operations.

As EM&T transitions from an integration and scale-up phase to a more mature commercial operating phase, its future revenue growth will depend on factors both within and outside its control. Adverse developments such as reduced global demand for critical materials, pricing pressure, increased competition, regulatory changes, or delays in customer adoption could materially limit EM&T’s revenue growth. In addition, EM&T’s reliance on third-party suppliers for spent lithium-ion batteries and other feedstock exposes it to sourcing volatility, price fluctuations, quality variability, and potential supply disruptions, any of which could adversely affect production yields, operating efficiency, and downstream product output.

If EM&T is unable to generate sufficient revenues, achieve operational efficiencies, or raise additional capital as needed, its ability to continue operations and execute its business plan could be materially and adversely affected, including the risk that EM&T may not be able to continue as a going concern.

EM&T’s future success depends on its ability to execute its growth and go-to-market strategies effectively.

EM&T’s success hinges on its ability to implement its growth and go-to-market strategies, particularly in expanding its production of critical materials, scaling its recycling operations, and integrating its planned acquisitions. EM&T’s future management team must execute these strategies to increase sales, bring new products to market, and capitalize on its proprietary technologies in areas such as AI-driven automation and material recycling. The success of EM&T’s strategy depends on its ability to develop and operate both its planned battery recycling facility and its multi-feedstock processing facility. The battery recycling facility is expected to convert spent lithium-ion batteries into black mass, specifically designed to integrate with its downstream multi-feedstock processing operations. This black mass, along with other third-party sourced material, is expected to then be processed at the multi-feedstock facility into battery-grade carbonates, sulfates, and precursor cathode active materials (pCAMs). Separately, the multi-feedstock facility is expected to also recover rare earth elements, precious metals, and non-ferrous materials from e-scrap such as printed circuit boards (PCBs). If EM&T is unable to secure consistent volumes of spent lithium-ion batteries or high-quality e-scrap at competitive prices, or if the facilities fail to meet downstream product specifications or customer offtake requirements, its ability to generate revenue from these operations could be materially and adversely affected.

●However, ~~The~~the ~~availability~~success of EM&T’s strategy is subject to usseveral ofuncertainties, ~~funds~~including ~~from~~potential ~~interest~~delays ~~income~~in oncompleting ~~the~~acquisitions, ~~trust~~longer-than-expected ~~account~~timelines ~~balance~~to ~~may~~generate projected berevenues, ~~insufficient~~and challenges in developing or commercializing new products. Moreover, EM&T’s growth and go-to-market ~~operate~~strategies may ~~our~~prove ~~business~~ineffective ~~prior~~due to ~~the~~factors ~~business~~such ~~combination;~~as unforeseen market conditions, increased competition, or challenges in customer adoption of its products.

●If ~~Our~~EM&T ~~financial~~cannot ~~performance~~execute ~~following~~its strategies in a ~~business~~timely or ~~combination~~cost-effective ~~with~~manner, anit ~~entity~~could ~~may~~face besignificant ~~negatively~~challenges ~~affected~~to byits ~~their~~business, ~~lack~~financial ancondition, ~~established~~and ~~record~~ability to achieve profitability. Ineffective execution of ~~revenue,~~these ~~cash~~strategies ~~flows~~could negatively impact EM&T’s results of operations and ~~experienced~~its ~~management;~~ability to meet its long-term growth objectives.

●EM&T’s ~~There~~failure ~~may be more competition~~ to ~~find~~execute anits ~~attractive~~strategic ~~target~~plans ~~for~~would have ana ~~initial~~material ~~business~~adverse ~~combination,~~effect ~~which~~on ~~could~~its ~~increase~~operating ~~the~~results ~~costs~~and ~~associated~~business, ~~with~~harm ~~completing~~its ~~our~~reputation ~~initial business combination~~ and ~~may~~could result in ~~our~~substantial ~~inability~~liabilities that toexceed ~~find~~its ~~a suitable target;~~resources.

●The ~~Changes~~estimated incosts ~~the~~and ~~market~~timelines developed by EM&T for ~~directors~~the large-scale integration, assembly, and ~~officers~~production ~~liability~~of ~~insurance~~its ~~could~~concentrates, ~~make~~oxides, itmetals, ~~more~~carbonates, ~~difficult~~sulfates, precursor cathode active materials (pCAM), magnets, and ~~more~~their ~~expensive~~related ~~for~~products usare subject to ~~negotiate~~the risks and ~~complete~~uncertainties inherent in transitioning from an ~~initial~~early-stage ~~business~~company ~~combination;~~to full commercial operations. EM&T’s growth strategy, which includes the acquisition of multiple businesses and the expansion of its AI-driven smart factory capabilities, is dependent on the successful integration of these acquisitions, scaling its operations, and managing complex manufacturing processes.

●EM&T Wehas ~~may~~not ~~attempt~~yet secured contractual relationships with all component suppliers needed to ~~simultaneously~~scale ~~complete~~its ~~business~~production ~~combinations~~capacity. ~~with~~Additionally, ~~multiple~~EM&T ~~prospective~~may ~~targets~~face challenges in accurately estimating demand for its products, which ~~may~~could ~~hinder~~lead ~~our~~to ~~ability~~inefficiencies, increased costs, or delays in generating revenue. If EM&T fails to ~~complete~~properly predict ~~our~~supply ~~initial~~and ~~business~~demand ~~combination~~for its materials and ~~give~~manufacturing ~~rise~~requirements, or if it is unable to ~~increased~~invest ~~costs~~in the necessary infrastructure, people, and ~~risks~~capital ~~that~~equipment ~~could~~in ~~negatively~~a ~~impact~~timely ~~our~~manner, ~~operations~~EM&T could experience production delays and ~~profitability;~~higher costs.

●In Weaddition, ~~may~~EM&T’s ~~engage~~ability ~~one~~to orsecure sufficient ~~more~~volumes of ~~our~~feedstock — including ~~underwriters~~lithium-ion orbatteries ~~one~~and of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that e-scrap — will be ~~released~~critical ~~from~~to ~~the~~supporting its ~~trust~~planned ~~account only upon a completion of an initial business combination~~operations. ~~These~~Volatility ~~financial~~or ~~incentives~~disruptions ~~may cause them to have potential conflicts of interest~~ in ~~rendering any such additional services to us after~~ the ~~initial public offering~~availability, ~~including~~pricing, ~~for~~or ~~example,~~quality inof ~~connection~~these ~~with~~inputs ~~the~~could ~~sourcing~~materially ~~and~~impact ~~consummation~~its commercial ~~of an initial business combination;~~execution.

●The Wesuccess ~~may~~of ~~attempt~~EM&T’s tostrategic ~~complete~~plans must ~~our~~be ~~initial~~considered ~~business~~in ~~combination~~light ~~with~~of athese ~~private~~risks, ~~company~~complications, ~~about~~and the highly competitive environment in which ~~little~~it ~~information~~operates. There is ~~available,~~no ~~which~~assurance that ~~may~~EM&T’s ~~result~~business inplan will succeed. Moreover, as a capital-intensive business, ~~combination~~EM&T ~~with~~will alikely ~~company~~continue ~~that~~to isincur ~~not~~substantial operating asexpenses ~~profitable~~without asgenerating wesufficient ~~suspected~~revenue to cover these expenditures, ifwhich atmay ~~all;~~impact its ability to achieve profitability in the near term.

●As ~~Since~~a ~~our~~result, ~~initial~~any ~~stockholders will lose their entire~~ investment in usEM&T ifcarries significant ~~our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering)~~risk, and ~~because~~there ~~our~~is ~~sponsor,~~a ~~officers~~possibility ~~and~~that ~~directors~~investors ~~may~~could ~~profit~~lose ~~substantially~~the ~~even~~entirety ~~under~~of ~~circumstances in which our public stockholders would experience losses in connection with~~ their investment~~, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination;~~.

●EM&T’s ~~Changes~~ability into ~~laws~~secure orreliable ~~regulations~~and orcost-effective volumes ~~how~~of ~~such~~spent ~~laws~~lithium-ion orbatteries ~~regulations~~for ~~are~~its ~~interpreted~~planned orbattery ~~applied,~~recycling orfacility ais ~~failure~~critical to ~~comply~~generating ~~with~~black ~~any~~mass ~~laws~~feedstock, orwhich is ~~regulations,~~expected ~~may~~to ~~adversely~~be ~~affect~~further ~~our~~refined ~~business,~~at ~~including~~its ~~our~~planned ~~ability~~multi-feedstock processing facility into downstream battery materials. Failure to ~~negotiate~~secure sufficient battery supply or successfully operate either facility may materially and ~~complete~~adversely ~~our~~affect ~~initial~~the ~~business~~Company’s ~~combination~~operations, financial results, and ~~results~~ability ofto ~~operations;~~meet customer demand.

●EM&T Ifplans ~~the~~to ~~funds~~establish ~~held~~a ~~outside~~vertically connected battery recycling facility that will process end-of-life ~~our~~lithium-ion ~~trust~~batteries ~~account~~into ~~are~~black ~~insufficient~~mass — a tocritical ~~allow~~intermediate product usused toin ~~operate~~the ~~until~~production of carbonates, sulfates, and precursor cathode active materials (pCAM) at ~~least~~its ~~June~~separate 30planned multi-feedstock processing facility, ~~2025~~specifically ~~(or~~designed ~~such~~to ~~date~~integrate aswith ~~extended~~its bydownstream ~~our~~multi-feedstock ~~charter),~~processing ~~our~~operations. The success of this two-stage model is dependent on the Company’s ability to ~~fund~~secure ~~our~~large ~~search~~volumes ~~for~~of aspent ~~target~~lithium-ion ~~business~~batteries orfrom ~~businesses~~third orparties, particularly ~~complete~~automotive anOEMs, ~~initial~~battery ~~business~~manufacturers, ~~combination~~fleet ~~may~~operators, beand ~~adversely~~aggregators, ~~affected;~~and we do not currently have any agreements in place for spent lithium-ion batteries.

● Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by June 30, 2025 (or such date as extended by our charter);

● The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share;

● Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our rights will expire worthless; and

● Our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement.

However, many high-volume suppliers of spent batteries engage in structured bid or tender processes for disposal and recycling contracts. These competitive procurement processes often prioritize recyclers with proven track records, existing capacity, or vertically integrated logistics — areas where EM&T, as a new market entrant with non-operational facilities, may face significant disadvantages. Inability to win bids or enter into favorable long-term supply contracts may prevent the Company from achieving the scale needed to support downstream processing or meet customer offtake requirements.

Additional risks stem from variability in battery chemistries, degradation levels, and contamination across supplier batches. This inconsistency can reduce black mass yields, affect product purity, increase processing costs, or require costly pre-treatment stages to ensure quality specifications are met at the multi-feedstock facility.

Moreover, as a substantial portion of global battery scrap is generated outside the United States, EM&T’s supply chain may also be exposed to evolving international trade restrictions, export controls, or geopolitical disruptions. Since the Company does not plan to collect or dismantle batteries in-house, it is structurally reliant on external counterparties across this entire supply chain.

If EM&T is unable to secure a stable, scalable, and cost-effective supply of spent lithium-ion batteries through competitive channels, or if its recycling and multi-feedstock processing facilities underperform or face delays, the Company may be unable to fulfill offtake agreements, realize projected margins, or establish itself as a competitive player in the battery materials market. These sourcing and execution risks may significantly impair its financial performance and long-term growth prospects.

EM&T’s ability to secure reliable and cost-effective supplies of e-scrap is critical to its recycling strategy, and failure to do so could materially impair its operations, profitability, and customer relationships.

EM&T intends to process e-scrap — including printed circuit boards (PCBs), hard disk drives, and magnet-containing electronic devices — as a key source of critical materials such as rare earth elements (REEs), precious metals, and other non-ferrous inputs. This recycling strategy supports EM&T’s broader midstream and downstream production plans by providing recovered inputs for use in alloys, magnets, and other advanced materials. However, the Company does not currently operate a formal collection or dismantling infrastructure and will rely entirely on third-party suppliers for access to e-scrap.

As of the date of this Report, EM&T has not entered into long-term supply contracts with e-scrap aggregators or material recovery partners. The Company may be unable to secure such agreements on acceptable terms or may face heightened competition from established processors and new entrants, which could limit feedstock availability or increase procurement costs. Inconsistent or insufficient access to high-grade e-scrap could lead to underutilized processing capacity, lower production volumes, and reduced operating margins.

E-scrap feedstock presents inherent variability in material composition, quality, and recoverable value. Inputs can differ significantly based on device type, origin, and prior usage, and may require additional sorting, pre-treatment, or refinement to meet processing standards. These steps can drive up cost and reduce overall recovery efficiency. In some cases, incoming material may fall below the economic threshold for recovery.

In addition, global e-waste generation and trade flows are subject to export regulations, environmental restrictions, and geopolitical risks. Because EM&T does not control the upstream collection network, it may be exposed to fluctuations in international policy, supply chain disruptions, or force majeure events that impact the availability or pricing of feedstock.

If EM&T is unable to consistently procure high-quality e-scrap at scale and at competitive prices, it may not be able to support its recycling operations, fulfill customer demand, or achieve its targeted operating efficiencies. These challenges could delay commercialization, impair profitability, and materially and adversely impact EM&T’s business and strategic objectives.

Development and future operation of EM&T’s planned lithium-ion battery recycling facility may expose the Company to significant safety, environmental, and regulatory risks, including but not limited to thermal events, fire hazards, explosions, chemical exposure, and electrical accidents.

EM&T intends to construct and operate a lithium-ion battery recycling facility, specifically designed to integrate with its downstream multi-feedstock processing operations as part of its broader battery materials strategy. The facility, which remains in the planning and pre-development stage, is expected to process end-of-life lithium-ion batteries into black mass, which will then be further refined into battery-grade materials at EM&T’s anticipated multi-feedstock processing facility.

While no operations have commenced, lithium-ion battery recycling poses well-documented industrial hazards, particularly during battery discharging, dismantling, shredding, and thermal or chemical processing. The recycling of lithium-ion batteries involves handling volatile materials and operating at elevated temperatures, increasing the risk of thermal runaway, fire, explosion, or release of hazardous substances such as heavy metals and toxic gases. These risks are compounded by the variability in battery chemistries, physical damage to incoming batteries, or the presence of residual charge — all of which may create unsafe working conditions or mechanical instability during processing.

Additionally, the Company may be exposed to risks related to electrical shock or equipment failure due to the high energy density of lithium-ion batteries. These operational risks may require sophisticated safety systems, specialized equipment, environmental controls, and adherence to evolving regulatory standards issued by local, state, and federal authorities, including the EPA and OSHA. The failure to adequately mitigate these hazards could result in material harm to personnel, damage to equipment or property, regulatory enforcement actions, permitting delays, reputational harm, or material financial loss.

Although EM&T intends to implement best-in-class safety systems, fire suppression infrastructure, and standard operating protocols, there can be no assurance that these measures will be sufficient to prevent or contain incidents. Moreover, given the facility has not yet been constructed, the Company faces additional execution risks in designing, permitting, and commissioning a complex industrial operation capable of safely processing spent batteries at commercial scale.

Any material incident at the future recycling facility — whether during development, construction, or operations — could delay the facility’s timeline, increase costs, trigger regulatory scrutiny, or adversely affect EM&T’s ability to deliver downstream products or meet customer commitments.

EM&T may not be able to successfully integrate the business and operations of the subsidiaries that it recently acquired into its future business operations, which may result in EM&T’s inability to fully realize the intended benefits of these acquisitions, or may disrupt EM&T’s current operations, which could have a material adverse effect on EM&T’s business, financial position and/or results of operations.

EM&T will need to integrate the business and operations of the subsidiaries that it recently acquired. This process involves complex operational, technological and personnel-related challenges, which are time-consuming and expensive and may disrupt our ongoing business operations. Furthermore, integration involves a number of risks, including, but not limited to:

●

difficulties or complications in combining the operations of the subsidiaries that it recently acquired;

●

differences in controls, procedures and policies, regulatory standards and business cultures among the combined companies;

●

the diversion of management’s attention from EM&T’s other core business operations;

●

increased exposure to certain governmental regulations and compliance requirements;

●

the potential increase in operating costs;

●

the potential loss of key personnel;

●

the potential loss of key customers or suppliers who choose not to do business with the combined business;

●

difficulties or delays in consolidating the technology platforms of the subsidiaries that it recently acquired, including implementing systems designed to maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company and enable EM&T to continue to comply with GAAP and applicable U.S. securities laws and regulations;

●

unanticipated costs to successfully integrate operations, technologies, personnel of the Operating Companies and other assumed contingent liabilities;

●

difficulties related to comparing financial reports due to differing financial and/or internal reporting systems;

●

making any necessary modifications to internal financial control standards to comply with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder; and/or

●

possible tax costs or inefficiencies associated with integrating the operations of the combined company.

These factors could cause EM&T to not fully realize the anticipated financial and/or strategic benefits of the acquisitions of the Operating Companies, which could have a material adverse effect on its business, financial condition and/or results of operations.

Even if EM&T is able to successfully operate the Operating Companies, EM&T may not be able to realize the revenue and other synergies and growth that EM&T anticipates from these acquisitions in the time frame that EM&T currently expects, and the costs of achieving these benefits may be higher than what EM&T currently expects, because of a number of risks, including, but not limited to:

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the possibility that the acquisition may not further EM&T’s future business strategy as EM&T expected;

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the possibility that EM&T may not be able to expand the reach and customer base for the Operating Companies’ current and future products as expected;

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the possibility that EM&T may have entered a market with no prior experience and may not succeed in the manner expected; and

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the possibility that the carrying amounts of goodwill and other purchased intangible assets may not be recoverable.

As a result of these risks, the acquisitions and integration may not contribute to EM&T’s earnings as expected, EM&T may not achieve expected revenue synergies or EM&T’s return on invested capital targets when expected, or at all, and EM&T may not achieve the other anticipated strategic and financial benefits of the acquisitions of the Operating Companies.

EM&T is expected to need to raise additional funds in order to pursue its growth strategy, and these funds may not be available on terms favorable to EM&T or its stockholders, or at all, when needed.

The development, manufacture, and sale of EM&T’s future battery metals, magnets, and its related products are capital-intensive businesses. EM&T’s business plan — which includes acquiring and integrating new companies, scaling production, and implementing AI-driven automation — will require continued capital investment through public or private equity, debt financings, or other sources. These funds will be necessary to support ongoing operations, research and development, and the expansion of facilities. However, such financings may result in dilution of stockholder equity, the issuance of securities with liquidation and dividend preferences, significant interest payments, the imposition of security interests or debt covenants, and other terms that could adversely impact EM&T’s business.

EM&T may seek additional funds through equity, equity-related or debt securities, strategic partnerships, licensing arrangements, or by obtaining credit from government or financial institutions. This capital will be essential for supporting EM&T’s growth plans, including scaling operations, further research and development, infrastructure improvements, and the introduction of new products or services.

If EM&T is unable to secure additional funds when needed, it could hinder the company’s ability to operate efficiently, execute its growth strategy, or achieve its business objectives. This could have a material adverse effect on EM&T’s financial condition, business prospects, and results of operations.

EM&T’s quarterly net sales and operating results are difficult to predict accurately and may fluctuate significantly from period to period, which could cause its stock price to decline if it fails to meet investor expectations.

EM&T is expected to operate in a dynamic and evolving industry, and its operating results may experience significant fluctuations, especially on a quarterly basis. EM&T’s quarterly net sales and operating results may vary significantly due to a variety of factors, many of which are beyond EM&T’s control.

Although EM&T is anticipated to grow from its business plan, accurately forecasting its quarterly operating results is challenging due to several uncertainties, including the reliance on integrating multiple acquired businesses and the demand for EM&T’s battery metals, magnet and rare earth elements, and its related products. If EM&T’s operating results fail to meet the expectations of securities analysts and investors in any given quarter, its stock price may decline. Factors that could contribute to fluctuations in EM&T’s operating results include:

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Delays or changes in customer orders, including rescheduling, increases, reductions, or cancellations.

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The timing of customer qualification of EM&T’s products and the commencement of volume sales by customers using those products.

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Variability in research and development, sales, and marketing expenditures.

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The pace of market adoption of EM&T’s products in key markets like automotive, aerospace, and defense.

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The introduction of new products by EM&T or its competitors, and how well EM&T’s products are accepted by customers.

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Challenges in predicting and meeting changing customer demands.

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Gaining or losing key customers.

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The availability, cost, and quality of materials and components from third-party suppliers, along with potential delays in fabrication or delivery.

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Constraints in production capacity at EM&T’s facilities or third-party subcontractors, including interruptions due to supply chain disruptions.

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Changes in manufacturing costs and yield fluctuations.

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Variations in EM&T’s product mix or customer mix each quarter.

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Expenses related to acquisitions or the integration of new businesses or technologies.

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Unexpected product returns or price concessions exceeding forecasts.

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Shifts in industry standards, product obsolescence, or inventory write-downs.

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Costs related to litigation, including intellectual property disputes.

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The unpredictability of customer purchasing and budgeting cycles.

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Loss of key personnel or challenges in attracting skilled employees.

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Variations in product quality or costs associated with remediation.

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Adverse economic conditions in key regions where EM and its customers operate.

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General industry conditions and seasonal trends in EM’s target markets.

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The impact of geopolitical events, natural disasters, pandemics, or other disruptions on EM’s operations or those of its customers.

EM&T may experience delays in generating or recognizing revenue for several reasons. Open orders at the start of a quarter are generally lower than expected and are often subject to cancellation or rescheduling. Therefore, EM&T is expected to rely heavily on obtaining and fulfilling customer orders during each quarter to meet its sales objectives, and any delays or cancellations could negatively impact on its financial performance. Additionally, EM&T’s customer agreements are expected to allow customers to delay delivery dates or cancel orders without significant penalties.

Given the fixed nature of many of EM&T’s operating expenses, any shortfall in forecasted revenue could significantly impact on its financial results, as the EM&T is expected to have limited flexibility to reduce expenses in the short term. As a result, EM&T’s operating results may decline from one quarter to the next or fall below the expectations of analysts and investors, which could adversely affect its stock price. Due to these factors, EM&T’s quarterly results may vary significantly, and period-to-period comparisons of operating results may not be indicative of future performance. Any shortfall in net sales or income relative to expectations could lead to a decline in EM&T’s stock price.

The expectations for future operating and financial results and market growth of EM&T rely in large part upon assumptions and analyses developed by it. If these assumptions or analyses prove to be incorrect, EM&T’s actual operating results may be materially different from its anticipated results.

EM&T is expected to operate in fast-changing and highly competitive markets, and its expectations for future performance are based on management’s assumptions about its industry, many of which may not be accurate. The anticipated operating results of EM&T depend largely on management’s assessment of when its battery metals, magnet and rare earth elements and its related products will be adopted by customers, which remains uncertain. Moreover, EM&T’s projections are subject to numerous economic, competitive, industry-specific, and other uncertainties and contingencies that are difficult or impossible to predict and often beyond EM&T’s control. Future developments may also affect EM&T’s ability to meet its expectations. As discussed further in this Report, projected future sales and associated cash flows may not materialize in full, or at all.

Furthermore, EM&T’s expected revenue streams such as battery metals production, rare earth magnet manufacturing, and other recycling operations — may never achieve commercial success due to factors such as limited market adoption, competition, or unforeseen challenges in scaling operations. Important factors that may affect EM&T’s actual results and cause its operating and financial results to fall short of expectations include risks related to EM&T’s business, industry performance, the regulatory environment, general economic conditions, and other factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Report.

Additionally, expectations for EM&T’s future performance are based on assumptions that are subject to change. These assumptions do not account for shifts in EM&T’s business prospects, changes in general economic conditions, or unforeseen events or transactions. As a result, long-term expectations inherently become less reliable over time. There can be no assurance that EM&T’s future financial condition or operating results will align with its expectations, or with those of investors and securities analysts. If EM&T’s actual results differ significantly from its projections, it may need to make strategic adjustments that could adversely impact its financial condition and operational results.

Moreover, the estimates and forecasts regarding the size and anticipated growth of EM&T’s target markets may also prove inaccurate. The expected addressable market for EM&T’s products and services may not materialize within the projected timeframe, or at all. Even if the market meets the size and growth estimates presented in this Report, EM&T’s business may not grow at similar rates, which could further affect its financial performance and the market price of EM&T Common Stock.

EM&T may be adversely affected by fluctuations in demand for and prices of battery metals, rare earth elements and its related products.

Because our revenue is expected to be derived from the sale of battery metals, magnets and rare earth elements, and its related products, changes in demand for, and the market prices of, these commodities, as well as taxes, tariffs, and other imposed fees, could significantly impact our profitability. Our financial results may be adversely affected by declines in the prices of battery metals, rare earth elements, and its related products. Prices for these materials are influenced by numerous factors beyond our control, including interest rates, exchange rates, inflation, shipping and logistics costs, global and regional supply and demand, industry trends such as competitor consolidation, and the political and economic conditions of producing countries. Furthermore, supply-side factors play a key role in price volatility, especially for rare earth elements, with production largely controlled by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards, which may be adjusted over time. Periods of oversupply or speculative trading can lead to significant fluctuations in market prices for these materials.

A prolonged or significant economic downturn in the U.S. or globally could place downward pressure on the market prices of battery metals, rare earth elements, and related products. Sustained periods of low prices could reduce revenue and limit access to development funds, potentially leading to reductions or suspensions in midstream processing operations, asset impairments, and reduced availability of materials for processing.

Demand for our products is closely linked to the demand for downstream products incorporating these materials, including electric vehicles, wind turbines, robotics, medical devices, military equipment, and other advanced technologies, as well as traditional automotive and electronic sectors. A slowdown in these markets may negatively affect demand for our products.

Conversely, extended periods of high commodity prices could lead to economic dislocations that destabilize supply and demand, affecting broader markets. While strong prices are generally beneficial to our financial performance, they can also drive the development of alternative technologies and competing sources, potentially reducing long-term demand for our products.

The success of EM&T’s business will depend, in part, on the growth of existing and emerging uses for battery metals, magnets and rare earth elements, and related products.

The success of our business will depend, in part, on the growth of existing and emerging uses for battery metals, and magnets and rare earth products. Our strategy is to develop these products, which are used in critical existing and emerging technologies such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment, and other high-growth, advanced motion technologies. The success of our business hinges on the continued growth of these end markets and our ability to successfully commercialize battery metals, magnets and rare earth products in these markets. If the market for these critical technologies does not grow as we expect, grows more slowly than anticipated, or if demand for our products in these markets declines, our business, prospects, financial condition, and operating results could be adversely affected.

Additionally, the market for these technologies, particularly within the automotive industry, is cyclical, exposing us to increased volatility. It remains uncertain how macroeconomic factors will impact our business. Any unexpected costs or delays in commercializing these products we expect to develop, or lower-than-anticipated demand for the critical existing and emerging technologies that utilize our products, could have a material adverse effect on our financial condition and operational results.

Industry consolidation may result in increased competition, which could reduce our revenue.

Some of EM&T’s expected competitors have entered into, or may enter into, acquisitions, partnerships, or other strategic relationships to gain competitive advantages. Additionally, new entrants who are not currently considered direct competitors may enter EM&T’s expected market through such strategic moves. It is expected that this trend will continue as demand for battery metals, magnets and rare earth elements, and its related products increases globally.

Industry consolidation could result in competitors with more compelling product offerings, greater pricing flexibility, or business practices that make it harder for EM&T to compete effectively — whether through pricing, technology, or supply chain advantages. For example, in December 2021, China merged three state entities to form the China Rare Earth Group Co., Ltd., which now controls over half of China’s heavy rare earth supplies. This consolidation provides the China Rare Earth Group Co., Ltd. with enhanced pricing power over key rare earth elements like dysprosium and terbium, likely leading to shifts in the global supply chain.

Such consolidation and competitive pressures could have a material adverse effect on EM&T’s business, impacting its ability to compete on price, maintain market share, and achieve expected revenue growth.

EM&T’s profitability could be adversely affected if we fail to maintain satisfactory labor relations; work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues, and materially affect our results of operations.

EM&T’s expected production and recycling operations are dependent on the efforts of its employees. There is the potential for EM&T’s employees to seek representation as a collective unit in the future. This could lead to labor disputes, work stoppages, or other disruptions in EM&T’s operations, which could adversely affect its ability to meet production demands, reduce revenues, and materially impact its financial results.

Additionally, any work stoppages by third-party contractors or service providers involved in EM’s operations or development projects — such as the construction of new recycling facilities or expansion efforts — could cause significant delays, disrupt operations, reduce revenues, and have a material adverse effect on EM’s business and financial condition.

A shortage of skilled technicians and engineers may increase operating costs, adversely affecting our results of operations.

The efficient recycling and production of battery metals, magnets and rare earth elements, and related products requires skilled technicians and engineers proficient in modern techniques and equipment. As EM&T expands its operations and develops downstream capabilities, the need for skilled operators, maintenance technicians, engineers, and other specialized personnel will increase significantly.

If EM&T is unable to hire, train, and retain the necessary skilled workforce, it could face rising labor costs and challenges in achieving anticipated production levels on time. Such difficulties may delay operations, increase costs, and materially adversely affect EM&T’s business and financial results.

EM&T will depend on key personnel for the success of our business.

EM&T’s success is heavily dependent on the expertise and leadership of its senior management team and other key personnel. The loss of any member of senior management or key employees could negatively impact EM&T’s operations, strategic direction, and growth. If the services of any of these individuals were no longer available, EM&T may face difficulties in locating, attracting, or hiring qualified replacements on acceptable terms. Failure to retain or promptly replace key personnel could adversely affect EM&T’s business, operations, and overall performance.

Increasing costs or limited access to raw materials may adversely affect our profitability.

EM&T is expected to use significant amounts of feedstocks and raw materials to produce battery metals, magnets and rare earth elements and its related products. We will need to purchase feedstock and raw materials on the open market, exposing us to potential volatility in both the cost and availability of these raw materials. We may not be able to pass increased costs for these raw materials to our customers through price adjustments. A significant rise in the cost, or reduction in the availability, of these raw materials could substantially increase our operating costs, negatively affecting our profit margins and production volumes.

Fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to supply products to our customers, which could adversely affect our results of operations.

We will need to transport our products to our existing and future customers wherever they may be located. Finding affordable and dependable transportation is important because it allows us to supply customers around the world. Labor disputes, embargoes, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, other environmental events, changes to rail or ocean freight systems or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales potential and could materially adversely affect our results of operations.

EM&T’s facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, or health epidemics or pandemics.

EM&T’s expected operations may be significantly impacted by events beyond its control, including natural disasters, wars, health epidemics or pandemics, or other unforeseen events. For example, if any of EM&T’s facilities, including its planned recycling and production facilities, are located in areas prone to natural disasters such as earthquakes, floods, or wildfires, these events could disrupt operations. Additionally, events like health epidemics or pandemics could lead to disruptions in the supply chain, workforce availability, or transportation logistics, all of which could negatively affect EM&T’s ability to produce and deliver its products.

In the event of major disruptions — such as earthquakes, extreme weather events, pandemics, or system failures — EM&T’s ability to maintain normal operations may be compromised. These events could force EM&T to halt or delay production and shipment of its products, which would lead to increased expenses and operational delays. Furthermore, breakdowns in EM&T’s information systems or communication networks, whether due to external events or technical failures, could further hinder operations.

Such disruptions, which could be outside of EM&T’s control, could have a material adverse impact on EM&T’s business, operating results, and financial condition.

EM&T’s ability to generate revenue may be diminished if substitutes for EM&T’s concentrates, oxides, metals, carbonates, sulfates, precursor cathode active material (pCAM), magnets, and their related products become available or if technological advancements reduce their demand.

The industries and end markets that we expect will rely on EM&T’s rare earth elements, battery metals, magnets, and related products — such as automotive, aerospace, defense, and consumer electronics — are subject to rapid technological advancements. If these industries develop new technologies or products that no longer require these materials, or if alternative materials that can perform similar functions become widely available, it could lead to a decline in demand for EM&T’s products.

A reduction in demand for EM’s rare earth elements, battery metals, and magnets could materially impact its ability to generate revenue, which would have an adverse effect on EM&T’s business, financial condition, and operational results. The emergence of viable substitutes or shifts in technology that reduce reliance on these materials could significantly weaken EM&T’s market position and revenue potential.

If EM&T is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to operate or to execute its growth plans.

If EM&T is deemed to be an investment company under the Investment Company Act, it will be subject to additional regulatory requirements and its activities may be restricted, including:

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restrictions on the nature of its investments;

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limitations on its ability to borrow;

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prohibitions on transactions with affiliates; and

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restrictions on the issuance of securities.

Each of these may make it difficult for EM&T to run its business. In addition, the law may impose upon EM&T burdensome requirements, including:

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registration as an investment company and subsequent regulation as an investment company;

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adoption of a specific form of corporate structure; and

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

EM&T is expected to conduct its operations so that it is not required to register as an investment company under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an “investment company” as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority owned subsidiaries that are not themselves investment companies and are not relying on the exemption from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. Though EM does not believe that its principal activities will subject it to the Investment Company Act, if EM&T were deemed to be subject to the Investment Company Act, compliance with the additional regulatory burdens discussed above would require additional expense and attention from management.

Risks Related to EM&T’s Intellectual Property

EM&T is expected to rely heavily on its intellectual property portfolio. If EM&T is unable to protect its intellectual property rights, its business and competitive position would be harmed.

EM&T may not be able to prevent unauthorized use of its intellectual property, which could harm its business and competitive position. EM&T is expected to rely upon a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in its proprietary technologies. In addition, EM&T is expected to seek to protect its intellectual property rights through nondisclosure and invention assignment agreements with its employees and consultants and through non-disclosure agreements with business partners and other third-parties. Despite EM&T’s efforts to protect its proprietary rights, third-parties may attempt to copy or otherwise obtain and use its intellectual property or be able to design around its intellectual property. Any patent that may be held by EM&T at the Closing or to be issued to EM&T could be challenged, invalidated, unenforceable or circumvented. Monitoring unauthorized use of EM&T’s intellectual property is difficult and costly, and the steps EM&T will take to prevent misappropriation may not be sufficient. From time to time, third-parties may infringe EM&T’s intellectual property rights. Litigation may be necessary to enforce or protect EM&T’s rights or to determine the validity and scope of the rights of others. Any litigation could be unsuccessful, cause EM&T to incur substantial costs, divert resources away from EM&T’s daily operations and result in the impairment of EM&T’s intellectual property. Failure to adequately enforce EM&T’s rights could cause it to lose rights in its intellectual property and may negatively affect its business. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard EM&T’s intellectual property portfolio.

Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States or have onerous filing requirements. Therefore, EM&T’s intellectual property rights may not be as strong or as easily enforced outside of the United States, and efforts to protect against the unauthorized use of EM&T’s intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. Further, competitors may copy its designs and technology and operate in countries in which EM&T will not have prosecuted its intellectual property. Although EM&T’s ownership of future patents may not be disputed, until the process of updating its filings is complete, EM&T’s intellectual property rights with respect to such patents may not be as strong or as easily enforced. Failure to adequately protect EM&T’s intellectual property rights could result in its competitors using its intellectual property to offer products, and competitors’ ability to design around EM&T’s intellectual property would enable competitors to offer similar or better products or services, in each case potentially resulting in the loss of some of EM&T’s competitive advantage and a decrease in its revenue, which would adversely affect EM&T’s business, prospects, financial condition and operating results.

EM&T’s inability to protect its existing and future intellectual property rights could have a material adverse effect on its operations and success.

EM&T is expected to rely primarily on patent, trademark, trade secret and copyright laws in the United States and in other countries in which its products are produced or sold, as well as other contractual restrictions, such as licenses and nondisclosure and confidentiality agreements, to protect EM&T’s current and future intellectual property. Additionally, the patent, trade secret and trademark laws of some countries, or their enforcement, may not protect EM&T’s intellectual property rights to the same extent as the laws of the United States. Failure to protect EM&T’s intellectual property rights may result in the loss of valuable proprietary technologies, which could have a material adverse effect on EM&T’s business, financial condition or operating results. EM&T cannot assure that its intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

If EM&T fails to successfully enforce its intellectual property rights, its competitive position could suffer. EM&T may also be required to spend significant resources to monitor and police its intellectual property rights. Similarly, if EM&T were to infringe on the intellectual property rights of others, its competitive position could suffer. Furthermore, other companies may duplicate or reverse engineer EM&T’s technologies or design around its patents. In some instances, litigation may be necessary to enforce EM&T’s intellectual property rights and protect its proprietary information, or to defend against claims by third-parties that EM&T’s products infringe their intellectual property rights. Any litigation or claims brought by or against EM&T, whether with or without merit, may incur significant cost and EM&T might not be in the position to finance it. EM&T cannot assure that the outcome of such potential litigation will be in its favor. An adverse determination in any such litigation will impair EM&T’s intellectual property rights and may harm its business, prospects and reputation. In addition, any intellectual property litigation or claims against EM&T could result in the loss or compromise of its intellectual property and proprietary rights, subject it to significant liabilities, require it to seek licenses on unfavorable terms, prevent it from manufacturing or selling certain products or require it to redesign certain products, any of which could harm EM&T’s business and results of operations.

EM&T is expected to file new patents for new inventions that will be incorporated into new products; however, such patent filings may never be issued, or certain claims may be rejected, or may need to be narrowed, which may limit the protection EM&T attempts to obtain. In addition, companies, organizations or individuals, including competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit, or interfere with EM&T’s ability to make, use, develop, sell or market its products, which would make it more difficult for EM&T to operate its business. These third-parties may have applied for, been granted, or obtained patents that relate to intellectual property, which competes with EM&T’s intellectual property or technology. This may require EM&T to develop or obtain alternative technology, or obtain appropriate licenses under these patents, which may not be available on acceptable terms or at all. Such a circumstance may result in EM&T having to significantly increase development efforts and resources to redesign its technology in order to safeguard its competitive edge against competitors.

With respect to unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets necessary to develop and maintain its competitive position, while EM&T generally is expected to enter into confidentiality agreements with its employees and third-parties to protect its intellectual property, EM&T cannot assure you that its confidentiality agreements will not be breached, that they will provide meaningful protection for EM&T’s trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of EM&T’s trade secrets or manufacturing expertise. In addition, EM&T’s trade secrets and know-how may be improperly obtained by other means, such as a breach of its information technology security systems or direct theft.

EM&T may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause EM&T to incur substantial costs.

Companies, organizations or individuals, including EM&T’s current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with EM&T’s ability to make, use, develop or sell its products, which could make it more difficult for EM&T to operate its business. From time to time, EM&T may receive inquiries from holders of patents or trademarks inquiring whether EM&T is infringing their proprietary rights and/or seek court declarations that they do not infringe upon EM&T’s intellectual property rights. Companies holding patents or other intellectual property rights relating to recycling and midstream processing of e-Scraps, batteries, spent magnets, rare earth elements and its related products as well as AI and robotics may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if EM&T is determined to have infringed upon a third-party’s intellectual property rights, EM&T may be required to do one or more of the following:

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cease selling, incorporating or using products that incorporate the challenged intellectual property;

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pay substantial damages;

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obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or

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redesign its products or service offerings.

In the event of a successful claim of infringement against EM&T and its failure or inability to obtain a license to the infringed technology, EM&T’s business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

EM&T also is expected to license patents and other intellectual property from third parties, and EM&T may face claims that its use of this intellectual property infringes the rights of others. In such cases, EM&T may seek indemnification from its licensors under its license contracts with them. However, EM&T’s rights to indemnification may be unavailable or insufficient to cover its costs and losses, depending on its use of the technology, whether it chooses to retain control over conduct of the litigation and other factors.

EM&T’s patent applications may not result in issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on EM&T’s ability to prevent others from interfering with its commercialization of its products.

EM&T’s patent applications may not result in issued patents, which may have a material adverse effect on EM&T’s ability to prevent others from commercially exploiting products similar to EM&T’s. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, EM&T cannot be certain that the patent applications that it files will result in patents being issued or that its patents and any patents that may be issued to it will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which EM&T has developed and is developing its technology. In addition to those who may claim priority, any of EM&T’s existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus EM&T cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if its patent applications succeed and EM&T is issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide EM&T with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from EM&T’s patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to EM&T’s. The intellectual property rights of others could also bar EM&T from licensing and exploiting any patents that are issued from its pending applications. In addition, patents issued to EM&T may be infringed upon or designed around by others, and others may obtain patents that EM&T needs to license or design around, either of which would increase costs and may adversely affect EM&T’s business, prospects, financial condition and operating results.

There is uncertainty regarding the ability of each of the subsidiaries to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about each subsidiary’s ability to continue as a going concern.

Each of the Company’s recently acquired subsidiaries’ historical financial statements have each been prepared under the assumption that the company will continue as a going concern. The independent auditor for each of the Company’s recently acquired subsidiaries has issued a report on the audited financial statement for the years ended December 31, 2024 and December 31, 2023, as applicable, that includes an explanatory paragraph expressing substantial doubt in the subsidiary’s ability to continue as a going concern for one year from the date of such report. The ability of each subsidiary to continue as a going concern, and the combined company to continue as a going concern is dependent on each subsidiary’s ability to obtain additional equity or debt financing or to generate cash flow from operations. Their financial statements do not include any adjustments that might result from the outcome of this uncertainty. The substantial doubt regarding the potential ability of each subsidiary to continue as a going concern may adversely affect its ability to obtain such debt or equity financing on reasonable terms or at all, or to execute their business strategies. Additionally, if any subsidiary is unable to continue as a going concern, investors, including holders of EM&T Common Stock following the closing of the Business Combination, may lose some or all of their investment.

We are dependent upon information technology systems, operational technology, and digital infrastructure to conduct our business, and these systems are subject to cyber threats, disruption, damage, and failure. Any unauthorized access to, disclosure, or theft of confidential, proprietary, or personal information that we gather, store, or use could harm our reputation, disrupt our operations, subject us to claims or litigation, and adversely affect our business, financial condition, or results of operations.

We maintain significant volumes of information necessary to operate our business, including confidential and proprietary information, intellectual property, operational data, financial records, and personal information relating to employees, customers, suppliers, and other counterparties. We rely on information systems and network infrastructure to operate recycling facilities, manufacturing processes, logistics systems, and financial and accounting functions. Data maintained in digital form is inherently subject to the risk of unauthorized access, modification, exfiltration, destruction, or denial of access, and our systems may be vulnerable to cybersecurity incidents, including malware, ransomware, phishing, social engineering, denial-of-service attacks, insider threats, and other cyberattacks.

We also rely extensively on third-party service providers, cloud platforms, software vendors, and external data systems, including those supporting operational technology at manufacturing and processing facilities. These third parties may be subject to supply chain disruptions, system failures, or cybersecurity breaches, which could impair the availability or integrity of systems on which we depend. In certain circumstances, we provide confidential, proprietary, or personal information to third parties in order to pursue business objectives. While we seek contractual assurances regarding data protection and, where appropriate, monitor vendor security practices, we cannot guarantee that third parties will not experience cybersecurity incidents or that our information will not be compromised.

We seek to maintain information security programs and internal controls designed to identify, assess, and mitigate cybersecurity risks. However, developing and maintaining effective cybersecurity programs is costly, requires ongoing monitoring and investment, and must continually evolve to address emerging threats and vulnerabilities. Cyber threats are becoming increasingly sophisticated, including through the use of artificial intelligence, automation, and advanced social engineering techniques, and we may not be able to anticipate or prevent all forms of attack. As a result, the risk of unauthorized access to or compromise of our systems and data cannot be eliminated, and a material cybersecurity incident could occur despite our efforts.

If our information systems, operational technology, or data are compromised in a material way, our ability to operate our facilities, manage supply chains, conduct financial reporting, or protect proprietary technologies may be impaired. We could experience operational disruptions, production delays, equipment malfunctions, inaccurate recordkeeping, loss of intellectual property, or interruption of customer or supplier relationships. In addition, if personal information of employees or other individuals is misappropriated, we may suffer reputational harm, loss of employee trust or morale, increased regulatory scrutiny, and exposure to litigation, fines, penalties, or remediation costs.

Cybersecurity incidents could also require significant management time and resources to investigate, contain, remediate, and restore affected systems, and may require disclosure to regulators, customers, and counterparties. Our insurance coverage may not be sufficient to cover all losses, damages, or liabilities associated with cybersecurity incidents, and coverage may be subject to exclusions, deductibles, or coverage limits.

Techniques used to gain unauthorized access to or disrupt information systems are under continuous and rapid evolution, and we may not detect all threats in advance or be able to respond effectively to all incidents. As cyber threats continue to evolve, we may be required to incur substantial additional costs to enhance our security measures, modify systems and processes, or respond to and remediate vulnerabilities or incidents. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, or prospects.

Additional Risks Related to the EM&T Common Stock

The price of the EM&T Common Stock may be volatile.

The price of the EM&T Common Stock may fluctuate due to a variety of factors, including:

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changes in the industries in which EM&T and its customers operate;

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developments involving EM&T’s competitors;

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changes in laws and regulations affecting its business;

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variations in its operating performance and the performance of its competitors in general;

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actual or anticipated fluctuations in EM&T’s quarterly or annual operating results;

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publication of research reports by securities analysts about EM&T or its competitors or its industry;

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the public’s reaction to EM&T’s press releases, its other public announcements and its filings with the SEC;

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actions by stockholders;

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additions and departures of key personnel;

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commencement of, or involvement in, litigation involving EM&T;

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changes in its capital structure, such as future issuances of securities or the occurrence of additional debt;

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the volume of shares of EM&T Common Stock available for public sale; and

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general economic and political conditions, such as recessions, volatile interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

These market and industry factors may materially reduce the market price of EM&T Common Stock regardless of the operating performance of EM&T.

Our failure to meet the continued listing requirements of The Nasdaq Global Market could result in a delisting of our common stock.

EM&T Common Stock is currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of The Nasdaq Global Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders’ equity requirement, Nasdaq may take steps to delist the EM&T Common Stock. Any delisting would likely have a negative effect on the price of the EM&T Common Stock and would impair stockholders’ ability to sell or purchase their EM&T Common Stock when they wish to do so.

In addition, we cannot assure you our securities will meet the continued listing requirements to be listed on Nasdaq in the future. If Nasdaq delists our common stock from trading on its exchange, we could face significant material adverse consequences including:

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a limited availability of market quotations for our securities;

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a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

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a limited amount of news and analyst coverage for our company; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

If we fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Global Market and Nasdaq determines to delist the EM&T Common Stock, the delisting could adversely affect the market liquidity of the EM&T Common Stock, our ability to obtain financing to repay debt and fund our operations.

EM&T is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, will qualify for exemptions from certain corporate governance requirements. If EM&T relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

David Wilcox, the Executive Chairman of the Board of Directors of EM&T, indirectly beneficially owns 416,436,066 shares of Common Stock held by The Zeus Trust, UA dated April 15, 2025, where Mr. Wilcox serves as the trustee of the trust, representing approximately 70.18% of the voting power of the outstanding EM&T Common Stock, and, therefore controls a majority of the voting power of EM&T outstanding common stock. EM&T is a “controlled company” within the meaning of applicable rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

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that a majority of the board consists of independent directors;

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for an annual performance evaluation of the nominating and corporate governance and compensation committees;

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that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

While EM&T does not intend to rely on these exemptions, EM&T may use these exemptions now or in the future. As a result, EM&T’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

EM&T does not intend to pay cash dividends for the foreseeable future.

EM&T currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of EM&T’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant. As a result, you may not receive any return on an investment in EM&T Common Stock unless you sell EM&T Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

EM&T Common Stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

EM&T Common Stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below US$5.00) in the future. If we are unable to maintain our listing on Nasdaq and EM&T Common Stock is no longer listed on the Nasdaq, unless we maintain a per-share price above US$5.00, EM&T Common Stock will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

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If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

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If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell EM&T Common Stock and may affect your ability to resell EM&T Common Stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, EM&T Common Stock will not be classified as a “penny stock” in the future.

If analysts do not publish research about EM&T’s business or if they publish inaccurate or unfavorable research, EM&T’s stock price and trading volume could decline.

The trading market for the common stock of EM&T will depend in part on the research and reports that analysts publish about its business. EM&T does not have any control over these analysts. If one or more of the analysts who cover EM&T downgrade its common stock or publish inaccurate or unfavorable research about its business, the price of its common stock would likely decline. If few analysts cover EM&T, demand for its common stock could decrease and its common stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering EM&T in the future or fail to publish reports on it regularly.

EM&T may be subject to securities litigation, which is expensive and could divert management attention.

The market price of EM&T Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. EM&T may be the target of this type of litigation and investigation, or past investigations and litigation may resurface in the future. Securities litigation against EM&T could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of the EM&T Common Stock may cause the market price of the EM&T Common Stock to drop significantly, even if EM&T’s business is doing well.

The 2,227,417 shares held by the Sponsor, certain of the Sponsor Persons and the EM Equityholder may be sold after the expiration of the applicable lock-up period under the Sponsor Support and Lock-Up Agreement, and the EM Equityholder Support and Lock-Up Agreement in connection with the recently closed business combination of EM&T and the Organizational Documents. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in EM&T’s share price or the market price of EM&T Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Future sales or other dilution of our equity could adversely affect the market price of EM&T Common Stock.

EM&T intends on growing its business organically as well as through acquisitions. One method of acquiring companies or otherwise raising capital is through the issuance of additional equity securities. The issuance of any additional shares of EM&T Common Stock or of preferred stock or convertible securities could be substantially dilutive to holders of EM&T Common Stock. Moreover, to the extent that we issue restricted stock units, performance stock units, options or warrants to purchase shares of EM&T Common Stock in the future and those options or warrants are exercised or as the restricted stock units or performance stock units vest, our stockholders may experience further dilution. Holders of EM&T Common Stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our common stock could decline as a result of sales of shares of EM&T Common Stock or the perception that such sales could occur.

EM&T is an emerging growth company and smaller reporting company, and EM&T cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies make its shares less attractive to investors.

EM&T is an emerging growth company, as defined in the JOBS Act. For as long as EM&T continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. EM&T will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of WTMA’s initial public offering, (b) in which EM&T has total annual gross revenue of at least $1.235 billion or (c) in which EM&T is deemed to be a large accelerated filer, which means the market value of shares of the EM&T Common Stock that are held by non-affiliates exceeds $700.0 million as of the prior June 30, and (2) the date on which EM&T has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. EM&T expects to use this extended transition period for complying with new or revised accounting standards and, therefore, EM&T will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

EM&T is also a “smaller reporting company” as defined in the Exchange Act. Even after EM&T no longer qualifies as an emerging growth company, it may still qualify as a smaller reporting company, which would allow it to take advantage of many of the same exemptions from disclosure requirements, including exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in EM&T’s periodic reports and proxy statements.

EM&T will be able to take advantage of the smaller reporting company scaled disclosures provided its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured as of a date within four business days after the consummation of the Business Combination, or EM&T’s annual revenue is less than $100.0 million as of the most recently completed fiscal year reported in the Current Report on Form 8-K filed with EM&T’s Form 10 information. If EM&T is no longer a smaller reporting company after this initial determination, it would need to reflect its re-determined status in any filing that is due after the 45-day period following the consummation of the Business Combination.

If EM&T is determined to be a smaller reporting company following the above determination, it will be able to continue to take advantage of the smaller reporting company scaled disclosures for so long as its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of its second fiscal quarter, or its annual revenue is less than $100.0 million during the most recently completed fiscal year and its voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.

EM&T cannot predict if investors will find its common stock less attractive because the combined company may rely on these exemptions. If some investors find the EM&T Common Stock less attractive as a result, there may be a less active trading market for the EM&T Common Stock and its market price may be more volatile.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from EM&T’s business operations.

As a public company, EM&T is subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, EM&T will incur significant legal, accounting and other expenses. EM&T’s entire management team and many of its other employees need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

These rules and regulations result in EM&T incurring substantial legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for EM&T to obtain director and officer liability insurance, and EM&T may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for EM&T to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

Each of the recently acquired subsidiaries in connection with the Business Combination with EM&T has identified one or more material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of each of the subsidiaries’ and EM&T’s consolidated financial statements and have other adverse consequences.

In the course of preparing the financial statements that are included in this Report, management of each of the recently acquired subsidiaries in connection with the Business Combination with EM&T has identified one or more material weaknesses in internal control over financial reporting. Specifically, (i) EM’s management identified material weaknesses resulting from not employing sufficient accounting resources with appropriate experience and technical expertise to effectively execute controls over certain accounting areas and a lack of review and segregation of duties for manual journal entries for cash and treasury management and purchase-to-pay processes; and (ii) management of each of the Korean Companies identified similar material weaknesses resulting from a lack of formalized internal control and inadequate segregation of duties in the processes over financial reporting, a lack of sufficient levels of human resources and technical accounting experience, a lack of documentation, policies and procedures and inadequate design and operation of control activities, such as information technology general controls. Management of EM&T concluded that the applicable material weakness or weaknesses are due to the fact that, prior to the consummation of the Business Combination, such subsidiaries were private companies with limited resources and did not have the necessary business processes and related internal controls, or the appropriate resources or level of experience and technical expertise, that would be required to oversee financial reporting processes or to address the accounting and financial reporting requirements.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the applicable subsidiaries’ financial statements would not be prevented or detected on a timely basis. These deficiencies could result in misstatements to such subsidiaries’ financial statements that would be material and would not be prevented or detected on a timely basis.

It may take EM&T time to develop the requisite internal control framework. EM&T’s management may conclude that its internal control over financial reporting is not effective, or the level at which EM&T’s controls are documented, designed, or reviewed is not adequate, and may result in EM&T’s independent registered public accounting firm issuing a report that is qualified. In addition, the reporting obligations may place a significant strain on EM&T’s management, operational and financial resources and systems for the foreseeable future. EM&T may be unable to complete its evaluation testing and any required remediation in a timely manner.

While EM&T intends to implement measures to remediate the material weaknesses in the subsidiaries’ internal control over financial reporting, there is no guarantee that the material weaknesses can be remediated in a timely fashion or at all. The material weaknesses will not be considered remediated until EM&T’s management designs and implements effective controls that operate for a sufficient period of time and EM&T’s management has concluded, through testing, that these controls are effective. EM&T’s management will monitor the effectiveness of EM&T’s remediation plans and make changes EM&T’s management determines to be appropriate.

If not remediated, these material weaknesses could result in material misstatements to EM&T’s annual or interim financial statements that would not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If EM&T is unable to assert that its internal control over financial reporting is effective, or when required in the future, if EM&T’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of EM&T’s financial reports, the market price of EM&T Common Stock could be adversely affected and EM&T could become subject to litigation or investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

Our certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of EM&T, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of EM&T to EM&T or EM&T’s stockholders, (iii) any action asserting a claim against EM&T, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iii) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under the Exchange Act or the Securities Act for which, unless EM&T consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act.

The exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, a court could find these provisions of our certificate of incorporation to be inapplicable or unenforceable in respect of one or more of the specified types of actions or proceedings, which may require us to incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

An active market for our securities may not develop and the market price of our Common Stock may decline which would adversely affect the liquidity and price of our securities.

On January 5, 2026, EM&T became a publicly traded company through its business combination with Welsbach Technology Metals Acquisition Corp. (“WTMA”), a special purpose acquisition company. In connection with the closing of the Business Combination, WTMA changed its name to Evolution Metals & Technologies Corp. and our Common Stock commenced trading on the Nasdaq Global Market on January 6, 2026 under the ticker symbol “EMAT.” The price of our securities may vary significantly due to factors specific to the Company as well as to general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Additionally, the market price of our Common Stock may decline as a result of the Business Combination for a number of reasons including if:

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investors react negatively to the prospects of our business and the prospects of the Business Combination;

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the effect of the Business Combination on our business and prospects is not consistent with the expectations of financial or industry analysts; or

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We do not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

Substantial future sales of shares of our Common Stock could cause the market price of our Common Stock to decline.

The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

Risks Related to EM&T’s Technology, Products and Manufacturing

EM&T will be subject to many hazards and operational risks at its facilities, that can result in potential injury to individuals, disrupt its business (including interruptions or disruptions in operations at its facilities), and subject EM&T to liability and increased costs (any of which could have a material adverse effect on EM&T’s business, financial condition and results of operations).

EM&T’s processes involve the controlled use of chemicals, including flammable and combustible materials that are potentially hazardous. As a result, EM&T’s operations, including processing activities related to the recovery of materials from lithium-ion batteries and e-scrap including, among other things, the lithium-ion battery recycling process, are subject to various industrial risks, including discharges or releases of flammable or hazardous materials, dangers resulting from confined operating spaces, fires, explosions, and mechanical failures. For example, lithium-ion battery cells can rapidly release stored energy by venting smoke and flames, which can ignite nearby materials and other lithium-ion cells. These risks can result in personal injury, loss of life, catastrophic damage to or destruction of property and equipment or environmental damage, and related legal proceedings, including those commenced by regulators, neighbors, or others. They may also result in an unanticipated interruption or suspension of our operations and the imposition of liability. Any disruption in EM&T’s recycling or production processes could result in delivery delays, scheduling problems, increased costs or production interruption, which, in turn, may result in its customers deciding to utilize EM&T’s competitors.

Notwithstanding EM&T’s plans for extensive safety procedures and training, the risk of injury or property damage will not be completely eliminated. While EM&T expects to maintain adequate insurance coverage, EM&T cannot guarantee that it will be able to maintain adequate insurance at reasonable rates or that its insurance coverage will be adequate to cover claims that may arise. Any incident involving the batteries processed by EM&T could lead to lawsuits, recalls, or redesign efforts, all of which would be time-consuming, costly, and could damage EM&T’s brand image and reputation. In the event of an incident or accident, EM&T’s business could be disrupted and EM&T could be liable for damages, and any such liability could exceed EM&T’s resources, and have a negative impact on its financial condition and results of operations. The loss or shutdown over an extended period of operations at any of EM&T’s facilities, including, among others, our planned lithium-ion battery recycling facility, or any losses relating to these risks could also have a material adverse impact on its business, financial condition, results of operations and prospects.

EM&T’s success will depend on its ability to manufacture its products, including concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (pCAM), magnets, and their related products, economically, at scale, with high quality, and in accordance with customer specifications.

EM&T’s success relies heavily on its ability to execute its plans to develop, manufacture, market, and sell its range of products, including battery metals, magnets and rare earth elements, and its related products. This includes securing reliable access to critical spent inputs — such as lithium-ion batteries and e-scrap containing rare earths and precious metals — and efficiently converting those materials into high-value products at commercial scale. EM&T must be able to produce these products in sufficient quantities and to the agreed-upon specifications to meet customer demands across industries such as automotive, aerospace, defense, and consumer electronics.

EM&T has limited experience in large-scale production of these materials and products, and there is no certainty that the technologies it uses will result in efficient, automated, low-cost manufacturing processes capable of meeting the necessary quality, price, design, and production standards. Even if EM&T successfully develops its manufacturing capabilities and reliably sources its components, it may face challenges such as significant delays, cost overruns, or supply chain issues beyond its control. These factors could prevent EM&T from meeting its production timelines or satisfying customer requirements, which could have a material adverse impact on its business, prospects, operating results, and financial condition.

Moreover, any failure by EM&T to develop new technologies or to respond to changes in existing technologies could delay the introduction of new products, resulting in product obsolescence, decreased revenues, and loss of market share to competitors. Additionally, if EM&T’s products or technologies are rendered obsolete or non-competitive by innovations from other companies, or if they fail to comply with prevailing industry standards, EM&T’s financial condition, cash flows, and results of operations could be materially and adversely affected.

EM&T’s success depends on its ability to generate revenue and operate profitably, which relies in part on its ability to identify target customers and convert these contacts into substantial orders or expand existing customer relationships.

EM&T’s profitability will be significantly influenced by its ability to secure orders for its battery metals, magnets and rare earth elements, and its related products. In some cases, EM&T expects these products to be delivered to customers on an early trial deployment basis, allowing customers to evaluate whether they meet their performance requirements before committing to larger, meaningful orders. If EM&T’s target customers decide not to place substantial orders, or fail to order products at all, this could negatively impact EM&T’s business, prospects, and financial performance.

Additionally, some customers may require contractual protections, such as price reductions or compensation, obligating EM&T to either deliver additional products or reimburse them for losses due to late deliveries or failure to meet agreed-upon performance standards. Delays in delivering battery metals, magnets and rare earth elements, and its related products, unexpected performance issues, or other unforeseen complications could prevent EM&T from fulfilling its contractual commitments. This could result in delays in obtaining essential materials, defects in material or workmanship, or production issues, all of which could lead to unanticipated revenue losses, earnings shortfalls, or financial penalties.

Any of these events could have a detrimental effect on EM&T’s business, prospects, operating results, and financial condition.

EM&T may not be able to negotiate material agreements necessary for the operation of its business on satisfactory terms, or at all.

EM&T may not procure the amount of lithium-ion batteries and battery materials necessary for the operation of its battery manufacturing business, which could have a material adverse effect on EM&T’s business, results of operations and financial condition. EM&T expects to rely on third-party suppliers and manufacturers for the purchase of lithium-ion batteries and other battery-related materials. If EM&T or its affiliates are unable to negotiate definitive supply agreements or transaction confirmations with such suppliers on acceptable terms, or if counterparties fail to perform under such agreements, EM&T’s ability to maintain consistent production and meet customer demand may be impaired.

If critical components or raw materials used to manufacture EM&T’s products become scarce or unavailable, it could lead to manufacturing delays and harm EM&T’s business.

EM&T, along with its contract manufacturers, relies on a limited number of suppliers for the raw materials and hardware components necessary to produce its battery metals, magnets and rare earth elements, and its related products. EM&T does not have long-term agreements with its suppliers, meaning they will not be obligated to continue providing the materials or components EM&T requires. This reliance presents significant risks and uncertainties, as EM&T cannot guarantee an adequate or timely supply of necessary raw materials, components, or products.

Lead times for sourcing limited-availability materials can range from six to twelve months, depending on supplier conditions, contract terms, and market demand. Periodically, EM&T may face unreliable access to essential supplies, and shortages could delay order fulfillment. As demand for these components rises, prices may increase, further impacting EM&T’s supply chain.

If EM&T or its contract manufacturers cannot source raw materials and components in the required quantities, quality, or at acceptable prices, EM&T may struggle to deliver its products on time and at a competitive cost. This could lead to customer contract terminations, increased production costs, and significant harm to EM&T’s business, operating results, and financial condition. Moreover, if suppliers are unable or unwilling to provide critical materials, EM&T may need to find alternative suppliers or redesign its products to accommodate different components, likely causing delays in manufacturing and shipping.

EM&T’s dependency on suppliers becomes even more critical when introducing new products, which often require unique components not used in other product lines. Securing reliable sources for these components at the required volumes — driven by unpredictable customer demand — can be challenging. Any supply chain constraints may slow the rollout of new products, adversely affecting EM&T’s business, results of operations, and financial condition.

The impact of the conflict in Ukraine on the global economy, energy and commodity supplies and raw materials is uncertain and may negatively impact EM&T’s business and operations.

The ongoing conflict between Russia and Ukraine, along with the associated sanctions and penalties imposed by governments worldwide, has created substantial uncertainty in the global political and economic landscapes. While EM&T’s operations are expected to be primarily in the United States (e-scrap recycling and battery recycling) and Korea (magnet making and rare earth elements processing), with no direct operations or exposure to customers or vendors in Russia or Ukraine, EM&T will continue to monitor the potential effects these events may have on the global economy, its business, and its operations, as well as those of its suppliers and customers.

For example, the conflict has led to increased inflation, escalating energy and commodity prices, and a constrained availability of certain raw materials, all of which could increase EM&T’s operational costs. EM&T cannot fully predict the long-term impact that current and future governmental actions or global events may have on the economy, the critical minerals and materials industry, or EM&T’s business, financial condition, results of operations, or cash flows.

To the extent that the conflict in Ukraine adversely affects EM&T’s business, it could also heighten other risks, such as disruptions to the supply chain, volatility in raw material prices, cybersecurity threats, shifts in demand for EM&T’s battery metals, magnets and rare earth elements, and its related products, or general market conditions. Any of these factors could negatively impact EM&T’s business, financial condition, results of operations, or cash flows.

EM&T’s profitability may depend on achieving cost reductions through scaling up manufacturing of its products, and failure to do so could materially affect its business.

EM&T will have limited experience in manufacturing certain of its battery metals, magnets and rare earth elements, and its related products at high volumes. It is uncertain whether, or when, EM&T will be able to develop efficient, low-cost manufacturing processes that will allow it to scale production while maintaining the necessary standards of quality, speed, price, engineering, and design.

If EM&T is unable to develop such processes and capabilities, it could have a material adverse impact on its business, financial condition, and results of operations. There is no guarantee that EM&T will achieve significant reductions in labor and machinery costs typically associated with higher production levels. Failure to realize these cost reductions could negatively impact EM&T’s profitability and overall financial performance.

EM&T’s expansion plans include complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.

As EM&T seeks to grow its business, expanding its production capacity by building additional plants will be critical to meet increasing demand for its battery metals, magnets and rare earth elements, and its related products. These projects will require substantial capital investment, and EM&T’s ability to fund these complex construction projects depends on securing adequate financial resources.

There is no assurance that EM&T will complete these plant construction projects within the projected budget, as unforeseen technical and construction challenges could significantly increase costs. Additionally, EM&T cannot guarantee that these projects will be completed on schedule due to potential delays, cost overruns, permitting issues, or construction difficulties. Furthermore, there is no certainty that the anticipated benefits of these new plants, such as increased production capacity or operational efficiencies, will be realized as expected.

Any significant delays, cost increases, or unforeseen challenges in completing the construction of new plants could prevent EM&T from scaling its operations as planned, which may negatively impact EM&T’s financial condition, customer confidence, and operating results.

Any acquisitions EM&T undertakes may disrupt its business, adversely affect its operations, dilute its stockholders, and expose it to significant costs and liabilities.

Acquisitions are expected to be a key element of EM&T’s business strategy, and EM&T expects to pursue acquisitions to increase revenue, expand its market position, enhance its product and service offerings, and improve its technological capabilities. These acquisitions may also be driven by dynamic market conditions or other strategic and financial goals. However, there is no guarantee that EM&T will identify suitable acquisition targets or successfully complete acquisitions on favorable terms, or at all. Additionally, any acquisitions EM&T does complete could involve several risks, including:

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The identification, acquisition, and integration of acquired businesses require significant management attention. This diversion of focus, along with challenges in the integration process, could negatively impact EM&T’s business.

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Acquisitions demand considerable investment, including evaluating which new product and service offerings to acquire, aligning offerings, expanding management capabilities, and improving market presence and technological features.

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Anticipated benefits from acquisitions may not be fully realized, due to loss of clients or personnel from the acquired business, difficulties in transitioning and supporting clients, failure to achieve expected synergies, or negative organizational effects from integrating new personnel.

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EM&T may encounter difficulties in integrating personnel, technologies, operations, and existing contracts from the acquired business.

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EM&T may fail to identify all problems, liabilities, or challenges associated with the acquired business, including intellectual property issues, regulatory compliance, revenue recognition practices, or employee and client concerns.

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To fund future acquisitions, EM&T may issue additional shares of common stock or pay cash. Issuing shares could dilute current stockholders, while using cash reserves could limit EM&T’s ability to pursue other opportunities. Borrowing funds for cash purchases would increase fixed obligations and potentially impose covenants or restrictions on EM&T’s operations.

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Acquisitions expose EM&T to assumed known and unknown liabilities, such as contractual, tax, regulatory, and legal obligations from the acquired business, for which indemnities or insurance may be insufficient or unavailable.

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New acquisitions may generate significant intangible assets, leading to substantial amortization charges and possible impairments.

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The operations of acquired businesses may require different accounting methodologies, assumptions, and estimates than those used by EM&T, complicating financial statements and increasing the risk of accounting errors or audit complexities.

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Acquired businesses may lack sufficient internal controls, requiring remediation efforts by EM&T. Integrating these businesses may also require enhancements to EM&T’s internal controls, increasing administrative expenses and the risk of non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

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Acquisitions can sometimes result in disputes with former owners of the acquired company, leading to increased legal expenses, management distractions, and the risk of adverse legal outcomes if EM&T is not the prevailing party.

EM&T’s foreign operations expose EM&T to additional business, financial, regulatory and geopolitical risks, and any adverse event could have a material adverse effect on its results of operations.

EM&T primarily operates in the U.S. and Korea, but its business relationships (customers and suppliers) are expected to span more than five countries, including the U.S., Korea, and several European, Asian, and African nations. EM&T may explore opportunities to expand into new geographic markets and introduce new products. EM&T may also acquire businesses or product lines that strengthen its market position, allow entry into attractive markets, expand technological capabilities, or provide synergistic opportunities.

However, EM&T has limited experience operating outside of its core markets, including the U.S. and Korea. Expanding internationally will require additional resources, infrastructure, and controls, including new manufacturing and assembly facilities. Each new market that EM&T enters may present different characteristics, and success will depend on EM&T’s ability to adapt to these differences. Furthermore, international expansion could expose EM&T’s business to a range of risks, including:

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Compliance with multiple, potentially conflicting and evolving governmental laws, regulations, and permitting processes, including trade, labor, environmental, banking, employment, privacy, and data protection laws, such as the EU Data Privacy Directive, as well as tariffs, export quotas, customs duties, and other trade restrictions.

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Adherence to U.S. and foreign anti-bribery laws, including the Foreign Corrupt Practices Act (“FCPA”).

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Challenges in collecting payments in foreign currencies and managing foreign currency exposure.

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Longer payment cycles in certain countries, along with difficulties in enforcing contracts and collecting receivables.

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Complexities in complying with conflicting and changing tax laws across jurisdictions where EM&T operates, as well as the consequences of changes in U.S. tax laws related to international operations.

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Insufficient protection of proprietary rights in some countries compared to U.S. laws, potentially limiting EM&T’s ability to safeguard its intellectual property.

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Local laws and business practices that may favor domestic competitors or restrict foreign ownership of certain businesses.

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Varying regional economic and political conditions.

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The need to conform to local business customs, including translating materials into foreign languages and associated costs.

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Reduced availability of government incentives and subsidies in some regions.

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The need for changes to EM&T’s established business model to fit local markets.

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Fluctuations in the cost of alternative power sources outside the U.S.

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Challenges in staffing and managing foreign operations, coupled with higher travel, infrastructure, legal, and compliance costs associated with international business.

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Unique customer installation challenges in unfamiliar markets, which may require tailored solutions for each country.

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Differing demand levels across EM&T’s diverse customer base, including commercial and industrial customers, utilities, and independent power producers.

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Restrictions on the repatriation of earnings.

These risks, along with other unforeseen challenges, could negatively impact the success of EM&T’s international expansion efforts, adversely affecting its results of operations and profitability.

Additionally, instability or disruption in key geographic regions — whether due to war, terrorism, civil unrest, natural disasters, or other factors — could adversely impact EM&T’s business. For example, the ongoing conflict between Russia and Ukraine, which began in February 2022, has led to severe sanctions and export controls imposed by the U.S. and other governments where EM&T plans to operate. The broader consequences of the conflict are difficult to predict but could include further sanctions, regional instability, supply chain disruptions, and adverse effects on macroeconomic conditions, currency exchange rates, and financial markets — all of which could negatively affect EM&T’s business or results of operations.

Exchange rate fluctuations may materially affect EM&T’s results of operations and financial conditions.

Fluctuations in exchange rates, particularly between the U.S. dollar, Korean won, and the euro, may adversely affect EM&T. EM&T’s business may be affected by fluctuations in exchange rates, which may have a significant impact on EM&T’s results of operations and cash flows from period to period.

EM&T is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws could subject EM&T to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect EM&T’s business, prospects, financial condition and results of operations and also its reputation.

EM&T is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which EM conducts or in the future may conduct activities, including the FCPA and other anti-corruption laws and regulations, including in foreign jurisdictions. The FCPA will prohibit EM&T and its officers, directors, employees and business partners acting on EM&T’s behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations in the U.S. or foreign jurisdictions could materially and adversely affect EM&T’s business, financial condition and results of operations and also its reputation. Although EM&T’s policies and procedures are expected to be designed to ensure compliance with these regulations may not be sufficient and EM&T’s directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which EM&T may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject EM&T to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect EM&T’s business, prospects, financial condition and results of operations and also its reputation. In addition, changes in economic sanctions laws in the future could adversely impact EM&T’s business and investments in its securities.

Cybersecurity breaches or information technology disruptions could impact EM&T’s business and operations.

EM&T’s information technology systems could be breached by outside parties’ intent on extracting information or disrupting business processes. EM&T’s systems are expected to contain critical information about its business, including intellectual property and confidential information of its customers, suppliers and employees. While EM&T is expected to have safeguards in place to prevent unauthorized access and to safeguard its information systems against cyberattacks, the risk of outside parties accessing EM&T’s information systems remains. Additionally, continued geopolitical turmoil, including the ongoing conflict between Russia and Ukraine, has heightened the risk of cyberattacks. Like many businesses, EM&T’s information technology systems will likely be subject to unauthorized access attempts, which could disrupt EM&T’s business operations and result in failures or interruptions in its computer systems and in loss of critical information and assets, including EM&T’s intellectual property and confidential business information. In addition, the theft and/or unauthorized use or publication of EM&T’s trade secrets and other confidential business information as a result of such an incident could adversely affect its competitive position, result in a loss of confidence in the adequacy of its threat mitigation and detection processes and procedures, cause EM&T to incur significant costs to remedy the damage caused by the incident, divert management’s attention and other resources, and reduce the value of EM&T’s investment in research and development.

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm EM&T’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in EM&T’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks or denial of service, against online networks have become more prevalent and may occur on EM&T’s systems. Any attempts by cyber attackers to disrupt EM&T’s future services or systems, if successful, could harm EM&T’s future business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage EM&T’s reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Any measures EM&T may implement or adopt in the future that are designed to detect and protect against cyber attacks, EM&T’s facilities and systems, and those of its third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and EM&T may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers. There are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable EM&T to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect its business and financial results.

Fluctuations in the price of certain feedstock and raw materials, and EM&T’s inability to obtain raw materials and products, could have an adverse effect on the margins of its products, its business, and its operating results.

The cost of feedstock and raw materials that EM&T is expected to purchase from suppliers, including e-scrap, spent batteries, spent magnets, rare earth oxides and its related products, is expected to directly impact its product margins. As EM&T develops its processing capability, it may require additional feedstock and raw materials. The costs of these raw materials have been volatile, with increases driven by higher production costs and demand surges in the markets where EM&T operates in the future.

The prices of these materials fluctuate based on market conditions, global demand, and factors such as international trade relationships and the imposition of tariffs. Any reduced availability of these materials could lead to higher prices, negatively impacting EM&T’s profitability if it cannot pass on the increased costs through its products and services.

EM&T expects that the success of its business could be highly correlated to general economic conditions.

EM&T expects that the demand for its products and services could be highly correlated with general economic conditions, as a substantial portion of its revenue is expected to be derived from discretionary spending, which typically declines during times of economic instability. Declines in economic conditions, including high rates of inflation and rising interest rates, in the United States or in other countries in which EM&T expects to operate may adversely impact its financial results. EM&T’s ability to develop its business may be adversely affected by sustained economic weakness and uncertainty, including the effect of wavering consumer confidence, high unemployment and other factors. The inability to develop EM&T’s business would adversely affect its business, financial conditions and results of operations, and thereby an investment in its common stock.

EM&T is expected to compete with companies that have significantly more resources for their research and development efforts than EM&T or have received government contracts for the development of new products.

Several of EM&T’s competitors have received substantial funding from government or government-related sources to develop various technologies or products. Many of these organizations, along with several of EM&T’s other competitors, have longer operating histories and greater financial, technical, manufacturing, marketing, and sales resources than EM&T has. These competitors can leverage their substantial resources to gain a competitive advantage in the space.

Some of EM&T’s competitors may have broader product offerings and could leverage existing relationships with partners and customers to capture more business, potentially discouraging customers from engaging with EM&T. This may include offering products at zero or negative margins or bundling products and services. Additionally, innovative start-ups and larger companies making significant investments in research and development may develop similar or superior technologies that compete directly with EM&T’s offerings.

EM&T’s competitors may also form strategic partnerships or establish cooperative relationships with third parties, further enhancing their competitive advantage. If EM&T is unable to compete effectively, or if it must take costly actions to respond to competitive pressures, its business, financial condition, and results of operations could be adversely impacted.

In the markets EM&T is developing products for, it expects increasing competition, partly due to industry consolidation. This has enabled companies to strengthen their competitive positions and better compete against EM&T in the future. Competitors are expected also to vie with EM&T to:

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Attract acquisition, joint venture, or collaboration opportunities.

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License proprietary technologies that compete with those EM&T expects to develop.

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Secure funding.

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Attract and retain talented personnel.

These competitive factors may make it more challenging for EM&T to attract and retain customers, increase sales and marketing expenses, reduce profit margins, lower prices to stay competitive, and ultimately reduce market share and revenue. Any of these could materially impact EM&T’s financial condition and operating results.

There is no assurance that EM&T will be able to compete effectively against expected competitors. These expected competitors may succeed in developing and commercializing products faster than EM&T. Additionally, they may develop superior products or technologies that could render EM&T’s offerings obsolete or non-competitive. Failure to compete successfully could harm EM&T’s marketing efforts and financial health.

EM&T’s business and financial results may be adversely affected by the demands of operating in multiple jurisdictions and the need to comply with a myriad of foreign and domestic laws and regulations, including various environmental, health and safety, employment and taxation laws and regulations.

EM&T operates in multiple international jurisdictions and, face regulatory risks across these regions. EM&T is subject to a broad range of federal, state, local, and foreign environmental and safety laws, regulations, directives, rules, and ordinances. These are expected to cover employee health and safety, product composition, taxation, the discharge of pollutants into air and water, and the management and disposal of hazardous substances and waste. Compliance with these regulations, alongside any future changes in EM&T’s operations, may result in significant capital and operational costs, potentially having a material adverse impact on its financial performance.

EM&T may also incur substantial costs, such as fines, damages, or remediation expenses, or face interruptions to its operations due to violations of these laws, regulations, or permit requirements. Additionally, as EM&T develops its capacity, it may need to obtain permits, which could be costly and time-consuming. EM&T may encounter difficulties in securing these permits, which could delay or impede its growth plans.

Furthermore, the laws and regulations applicable to EM&T’s operations could change over time. New legislation or changes in the interpretation or enforcement of existing laws may force EM&T to alter its operations, increase costs, or limit certain business activities. On July 4, 2025, President Trump signed into law a legislation commonly referred to as One Big Beautiful Bill (“OBBB”) which extended a number of the expiring tax provisions currently in the Code and added a number of new ones. EM&T has not made any assessment at this time of how it may be affected by the tax provisions in OBBB, and whether any such provisions could have an adverse impact on EM&T’s tax liabilities or effective tax rate in the future. Any violations of environmental, health, and safety regulations could expose EM&T to administrative, civil, or criminal proceedings, resulting in substantial fines or other sanctions that may disrupt or limit its operations.

These challenges could have a material adverse effect on EM&T’s financial condition and operational results.

Potential litigation, regulatory actions or government investigations may significantly harm EM&T’s financial position, reputation and operating results.

EM&T may be involved, from time to time, in litigation or investigations arising in the normal course of business, such as contractual disputes, other commercial disputes, intellectual property matters, personal injury claims and other disputes with individuals, environmental issues, tax matters, and employment matters. These issues can be costly, and it is difficult to predict the financial exposure, if any, which may result from these matters. EM&T cannot assure that any such exposure, if any, will not be material to its business. Such litigation or investigations may also negatively impact EM&T’s reputation.

EM&T’s insurance coverage may not be adequate to protect it from all business risks.

EM&T may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims against it, for which EM&T may have insufficient or no insurance coverage. The insurance policies that EM&T has may include significant deductibles or self-insured retentions, and EM&T cannot be certain that its insurance coverage will be sufficient to cover all future losses or claims against it. A loss that is uninsured or exceeds policy limits may require EM&T to pay substantial amounts, which could adversely affect EM&T’s financial condition and operating results.

If EM&T does not maintain effective internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in its financial reporting and adversely affect its business and operating results and the market price for its common stock.

Effective internal control over financial reporting is necessary for EM&T to provide reliable financial reports. EM&T may discover areas of its internal control over financial reporting that need improvement. If EM&T fails to properly and efficiently maintain an effective internal control over financial reporting, it could fail to report its financial results accurately.

EM&T may identify material weaknesses in the future, which could limit its ability to prevent or detect a material misstatement of its annual or interim financial statements. The occurrence of, or failure to remediate, any material weaknesses EM&T may identify could result in EM&T’s failure to maintain compliance with legal requirements, including Section 404 of the Sarbanes-Oxley Act and rules regarding timely filing of periodic reports, in addition to applicable stock exchange listing requirements, could cause investors to lose confidence in EM&T’s financial reporting, and could have an adverse effect on the market price of EM&T’s common stock. In addition, the occurrence of, or failure to remediate, any material weaknesses EM&T may identify in the future could increase the possibility of legal proceedings or a review by the SEC and other regulatory bodies. The costs of defending against such legal proceedings or administrative actions could be significant. EM&T also could face monetary judgments, penalties or other sanctions that could have a material adverse effect on its business, results of operations and financial condition.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

WeFollowing ~~are~~the aclosing ~~special purpose~~of ~~acquisition~~the ~~company~~Business ~~with~~Combination, nowe ~~business~~rely ~~operations.~~on ~~Since~~information ~~our~~technology ~~Initial~~systems, ~~Public~~network ~~Offering~~infrastructure, ~~our~~operational ~~sole~~technology, ~~business~~and ~~activity~~digital ~~has been identifying and~~platforms ~~evaluating~~to ~~suitable~~operate ~~acquisition~~our ~~transaction candidates. Therefore~~business, wemanage domanufacturing ~~not~~processes, ~~consider~~support ~~that~~recycling weoperations, ~~face~~interact ~~significant~~with ~~cybersecurity~~suppliers ~~risk~~ and ~~have~~ ~~not~~customers, ~~adopted~~maintain financial ~~any~~records, ~~cybersecurity~~and ~~risk~~process ~~management program or formal processes for assessing cybersecurity risk~~transactions. Our ~~management~~information issystems ~~generally responsible~~include ~~for~~internally ~~the~~developed ~~oversight~~systems ofand ~~risks from cybersecurity threats~~processes, ifas ~~any.~~well ~~Information~~as ~~regarding any cybersecurity incidents would be~~systems ~~shared~~and ~~with~~services ~~our~~provided ~~board~~by ofthird-party ~~directors~~vendors ~~or audit committee to enable assessments related to disclosure~~ and ~~notice~~cloud ~~requirements.~~service ~~We have not encountered any cybersecurity incidents since our Initial Public Offering~~providers.

Our information systems and operational technology may be vulnerable to cybersecurity threats and incidents, including unauthorized access, malicious code, ransomware, phishing, social engineering, insider threats, denial-of-service attacks, and other cyber-attacks that could compromise the confidentiality, integrity, or availability of our systems or data. Cybersecurity threats have become increasingly sophisticated, including as threat actors leverage artificial intelligence, automation, and advanced social engineering techniques, and may originate from criminal organizations, insiders, or state-sponsored actors.

The Company is subject to cyber threats in the ordinary course of business. While we have not experienced any material cybersecurity incidents to date, we cannot assure that future incidents will not occur. We recognize that cybersecurity threats pose ongoing risks which, if realized, could have a material adverse impact on our business, financial condition and results of operations. A successful cybersecurity incident could result in business disruption, loss of intellectual property, regulatory exposure, reputational harm, or financial losses, any of which could materially and adversely affect our business, results of operations, or financial condition. For additional discussion of cybersecurity risks, see “Item 1A. Risk Factors.”

The Company is in the process of evaluating and developing its cybersecurity risk management framework. As part of this process, the Company is considering the implementation of formal cybersecurity policies, procedures, and controls designed to identify, assess, and mitigate cybersecurity risks. These measures may include access controls, network monitoring, data backup procedures, incident response planning, vendor risk management practices, and employee awareness training, among other safeguards.

Management’s Role in Cybersecurity

Following the closing of the Business Combination, cybersecurity risk management is overseen by senior management under the supervision of the Company’s Chief Executive Officer (“CEO”). The Company’s Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”), together with the internal IT personnel (collectively, the “IT Security Team”), are expected to support the development and implementation of cybersecurity policies, controls, and incident response procedures.

In connection with the Company’s growth and integration of new operating subsidiaries, including international operations, the Company expects to continue enhancing its cybersecurity governance structure, internal controls, and monitoring capabilities.

Governance

Following the closing of the Business Combination, the Audit Committee of the Board of Directors is expected to oversee cybersecurity-related risks as part of its broader oversight of the Company’s risk management processes. The Audit Committee may receive periodic updates from management regarding cybersecurity risks, controls, incident response planning, and significant developments in the Company’s information security posture.

Management intends to report to the Audit Committee on cybersecurity matters as part of its broader enterprise risk management reporting, including any significant cybersecurity threats, incidents, or remediation efforts. The Audit Committee is also expected to oversee management’s efforts to assess cybersecurity risks associated with third-party vendors, cloud service providers, and operational technology systems used in manufacturing and recycling facilities.

The Board and Audit Committee are expected to consider cybersecurity risk as an integral component of the Company’s overall risk management framework and strategic planning process.

Item 2. Properties.

Our executive offices are located at ~~4422~~4040 N.NE ~~Ravenswood~~2nd Ave., ~~#1025~~Ste 348, ~~Chicago~~Miami, ~~Illinois~~Florida ~~60640~~33137, and our telephone number is (~~251~~561) ~~280~~225-~~1980~~3205. The cost for our use of this space is included in the $10,000 per month fee we pay to our sponsor for office space, administrative and shared personnel support services. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

~~There~~From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such or against any of our property which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

Item 4. Mine Safety Disclosures.

Not applicable.

2048

PART II

(a) Market Information

~~During~~The Company’s securities were previously traded under the ~~year~~symbols ~~ended~~of ~~December 31~~its predecessor, ~~2024~~Welsbach Technology Metals Acquisition Corp. (“WTMA”), ~~our~~on Nasdaq. WTMA’s units, ~~public~~(each ~~shares~~consisting of one share of common stock and ~~public~~one-half ~~rights~~of ~~were~~one ~~each~~warrant), ~~traded~~common onstock, ~~the~~and ~~Nasdaq~~rights ~~under~~were listed under the symbols “WTMAU,” “WTMA,” and “WTMAR,” respectively. ~~Our~~ ~~units~~At ~~commenced~~the ~~public~~effective ~~trading~~time onof ~~December~~the ~~28,~~Business ~~2021,~~Combination between WTMA and ~~our~~Evolution ~~public~~Metals, ~~shares~~each ~~and~~WTMA ~~public~~unit ~~rights~~automatically ~~commenced~~separated ~~separate~~into ~~public~~its component securities and ceased trading ~~on January~~as ~~20,~~a ~~2022~~separate security.

OnUpon ~~March~~completion ~~24,~~of ~~2025~~the Business Combination, the ~~closing~~combined ~~price~~company, ~~per~~Evolution ~~share~~Metals of& ~~our~~Technologies ~~common~~Corp. ~~stock~~(“EM&T”), ~~was~~began ~~$11.47~~trading ason ~~reported~~Nasdaq onunder the symbol ~~OTCQB~~“EMAT” for its Common Stock.

~~On January 7, 2025, WTMA~~EM&T’s ~~securities~~Common ~~were~~Stock has ~~suspended~~been ~~and~~publicly ~~delisted~~traded ~~from~~only ~~Nasdaq~~for ~~because WTMA failed to complete~~ a ~~business~~limited ~~combination~~period byfollowing ~~December 27, 2024. WTMA’s public units and public stock (each, as defined herein) are currently quoted on~~ the ~~Pink~~completion ~~market~~of ~~under~~ the ~~symbols~~Business ~~“WTMAU” and~~Combination. ~~“WTMA~~Accordingly,” ~~respectively,~~there ~~and~~was no established public ~~rights~~trading ~~(as~~market ~~defined~~for ~~herein)~~EM&T’s ~~are~~Common ~~currently~~Stock ~~quoted~~prior onto ~~the~~that ~~OTCQB under the symbol “WTMAR~~time.”

~~For the~~On ~~fiscal~~February ~~years ended December 31~~19, ~~2024 and 2023~~2026, the ~~following~~last reported ~~table sets forth the high and low~~ sale ~~prices~~price ~~for~~of our ~~common~~Common ~~stock~~Stock ~~as reported~~was by$11.90 ~~The~~per ~~Nasdaq Stock Market (“Nasdaq”)~~share.

	High		Low
Fiscal Year Ended December 31, 2023
First Quarter (January 1, 2023 through March 31, 2023)	$	10.56	$	10.20
Second Quarter (April 1, 2023 through June 30, 2023)	$	10.64	$	10.38
Third Quarter (July 1, 2023 through September 30, 2023)	$	11.68	$	10.61
Fourth Quarter (October 1, 2023 through December 31, 2023)	$	11.21	$	10.51
Fiscal Year Ended December 31, 2024
First Quarter (January 1, 2024 through March 31, 2024)	$	10.99	$	10.78
Second Quarter (April 1, 2024 through June 30, 2024)	$	11.15	$	10.81
Third Quarter (July 1, 2024 through September 30, 2024)	$	11.20	$	10.87
Fourth Quarter (October 1, 2024 through December 31, 2024)	$	13.10	$	10.90

(b) Holders

On ~~March~~February 2019, ~~2025~~2026, ~~there~~ there were 273 holders of record of our ~~units, 14 holders of record of shares of our~~ common stock ~~and one holder of record of our public rights~~.

(c) Dividends

WeEM&T ~~have~~has not paid any ~~cash~~ cash dividends on ~~our~~its ~~common~~Common ~~stock~~Stock to date. ~~and~~The doCompany ~~not~~currently ~~intend~~intends to ~~pay~~retain ~~cash~~any ~~dividends prior to the completion of our initial business combination. The payment of cash dividends in the~~ future ~~will be dependent upon our revenues and~~ earnings, if any, ~~capital~~to ~~requirements~~fund ~~and~~operations, ~~general~~support ~~financial~~expansion, ~~condition~~and ~~subsequent~~service todebt ~~completion~~obligations, ofand ~~our~~therefore ~~initial~~does ~~business~~not ~~combination.~~anticipate ~~The~~declaring ~~payment~~or ofpaying ~~any~~ cash dividends ~~subsequent~~in tothe ~~our~~foreseeable future. ~~initial~~Any ~~business~~future ~~combination~~determination to declare and pay dividends will be ~~within~~at the discretion of ~~our~~EM&T’s ~~board~~Board of ~~directors~~Directors atand ~~such~~will ~~time. In addition~~depend on, ~~our~~among ~~board~~other offactors, ~~directors is~~the ~~not~~Company’s ~~currently~~results ~~contemplating~~of ~~and~~operations, ~~does~~financial ~~not~~condition, ~~anticipate~~cash ~~declaring~~requirements, ~~any~~contractual ~~stock dividends in the foreseeable future. Further~~restrictions, and ifother weconsiderations ~~incur~~that ~~any indebtedness~~the inBoard ~~connection~~may ~~with~~deem ~~our~~relevant. ~~initial~~In ~~business combination~~addition, ~~our~~EM&T’s ability to ~~declare~~pay dividends may be ~~limited~~restricted by covenants ~~restrictive~~under ~~covenants we~~existing ~~may~~or ~~agree~~future toindebtedness inincurred ~~connection~~by ~~therewith~~the Company or its subsidiaries.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

~~See~~Equity ~~Item~~Incentive ~~12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”~~Plan

At the September 2, 2025, Special Meeting, WTMA stockholders confirmed their approval and adoption of the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (ethe “Equity Incentive Plan”), ~~Recent~~which ~~Sales~~the WTMA stockholders previously approved and adopted at the special meeting of ~~Unregistered~~WTMA stockholders held on June 26, 2025 (the “June Special Meeting”). The Equity Incentive Plan became effective upon the ~~Securities~~Closing Date. The Equity Incentive Plan allows the Company to make equity and equity-based incentive awards, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and certain other awards based on or related to shares of EMAT Common Stock, to officers, employees, directors and consultants.

225,000,000 shares of Common Stock are initially available for issuance or transfer pursuant to awards under the Equity Incentive Plan. On January 1st of each calendar year commencing January 1, 2026 and ending January 1, 2035, an additional number of shares of Common Stock will become available under the Equity Incentive Plan, with each such annual increase equal to the lesser of (A) 3% of the number of shares of Common Stock outstanding on December 31^st of the immediately preceding calendar year, or (B) such lesser number of shares of Common Stock as determined by the EM&T board of directors or the compensation committee of such board (the “Share Pool.) The Share Pool is subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, reverse stock split, other similar change in the corporate structure of EM&T, or other corporate transaction or event having an effect similar to any of the foregoing, as further described in the Equity Incentive Plan (each, an “Adjustment Event”). The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed 225,00,000, as adjusted for Adjustment Events in accordance with the terms of the Equity Incentive Plan.

Outstanding Equity Awards at 2025 Fiscal Year End

None.

~~(f) Use of Proceeds from the Initial Public Offering~~49

On(e) ~~December~~Recent ~~30,~~Sales ~~2021, pursuant to the Registration Statement, which was declared effective on December 27, 2021, the Company consummated its initial public offering~~ of ~~7,500,000 units. Each unit consists of one public share and one public right, with each public right entitling the holder thereof to~~Unregistered one-tenth of one share of common stock. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $75,000,000. Chardan Capital Markets, LLC acted as book-runner and representatives of the underwriters of the initial public offering.Securities

OnDuring ~~January 14, 2022, Chardan Capital Markets, LLC,~~ the ~~representative~~past ofthree ~~the underwriters purchased 227~~years,~~686~~ ~~units pursuant to~~ the ~~partial~~Company ~~exercise of the underwriters’~~issued ~~over-allotment option, which were sold at an offering price of $10.00 per over-allotment unit, generating gross proceeds of $2,276,860. Simultaneously with~~ the ~~sale~~following ofsecurities ~~the~~without ~~over-allotment~~registration ~~units,~~under the ~~Company~~Securities ~~consummated~~Act ~~a private sale~~ of ~~an additional 4~~1933,~~554~~ ~~private~~as ~~placement units~~amended to (the ~~sponsor,~~“Securities ~~generating gross proceeds of $45,540.~~Act”):

~~A total of $77,276,250 of the proceeds from the initial public offering and the sale of the private placement units (including those sold in connection with the underwriters’ exercise of the over~~Non-~~allotment~~Redemption option), was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.Agreement

22In connection with the Company’s special meeting of stockholders held in June 2025 to approve an extension of the deadline to consummate a business combination from June 30, 2025 to September 30, 2025, the Company entered into a non-redemption agreement with certain stockholders pursuant to which an aggregate of 35,205 shares of common stock were issued to such stockholders in consideration for their agreement not to redeem their shares. The issuance of these shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

OnIssuances March 24, 2023, the Company held a special meeting of its stockholders (the “special meeting”). In connection with the votes to approve the Extensions, the stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the trust account $125,000 for each additional one month extension (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note, convertible at the option of the holder, in full or in part, into units at a price of $10.00 per unit, which units will be identical to the private placement units issued in connection with the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”). On March 24, 2023, Holders of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $42.6 million, leaving approximately $37.8 million in the trust account, based on the approximately $80.4 million held in the trust account. As of March 31, 2023, the amounts due to Holders exercising their right to redeem is presented as Due to stockholders for redemption of Common Stock in the accompanying condensed consolidated balance sheets. The amount due to the redeeming Stockholders was subsequently disbursed on April 10, 2023.Services

OnDuring ~~September 29, 2023,~~ the ~~Company~~ ~~held~~fourth aquarter ~~special meeting~~ of ~~its~~2025, ~~stockholders. The stockholders approved~~ the ~~proposal to amend the~~ Company’s ~~charter by allowing~~issued ~~the Company to extend the Combination Period with a target for up to~~ an ~~additional~~aggregate nine months, from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024, for no contribution to the trust account. In connection with the votes to approve the September Extensions, the holders of 1490,~~456,871~~000 shares of common stock ~~of the Company properly exercised and did not reverse, their right~~ to ~~redeem~~certain ~~their~~service ~~shares~~providers ~~for~~as ~~cash~~consideration ~~at a redemption price of $10.79 per share,~~ for anservices ~~aggregate~~rendered ~~redemption~~to ~~amount~~the ~~of $15~~Company.7 ~~million,~~These ~~leaving~~issuances ~~approximately~~were ~~$23.4~~made ~~million~~ in ~~the~~reliance ~~trust~~on ~~account after~~ the ~~withdrawal~~exemption offrom ~~interest~~registration toprovided beby ~~paid~~Section ~~for~~4(a)(2) ~~taxes. As~~ of ~~September 30, 2023,~~ the ~~amounts~~Securities ~~due~~Act ~~to Holders exercising their right to redeem is presented~~ as ~~Due~~transactions ~~to stockholders for redemption of Common Stock in the~~not ~~accompanying~~involving ~~condensed~~a ~~consolidated~~public ~~balance sheets~~offering. ~~The amount due to the redeeming stockholders was subsequently disbursed on October 12, 2023.~~

OnNo ~~June~~underwriting ~~28,~~discounts ~~2024,~~or incommissions ~~connection with~~were ~~the~~paid votes to approve the June Extensions, the holders of 1,090,062 shares of WTMA Common Stock properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $12.22 million, leaving approximately $12.06 million in ~~the~~connection ~~trust~~with ~~account, based on~~ the ~~approximately~~foregoing ~~$24~~issuances.~~28 million held in the trust account as of June 28, 2024 (less funds that may be withdrawn to pay taxes). The amount due to the redeeming stockholders was subsequently disbursed on August 2, 2024.~~

Accordingly, 1,082,789 and 2,172,851 shares of WTMA Common Stock subject to possible redemption on December 31, 2024 and 2023, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “us,” “our” or “we” refer to Welsbach Technology Metals Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

Overview

WeEvolution ~~are~~Metals & Technologies Corp. is a ~~blank~~fully ~~check~~integrated critical materials and technology company focused on building a secure, reliable, and self-sustaining ~~formed~~U.S.-aligned supply chain for critical minerals and materials (“CMM”), including rare earth elements (“REEs”), primarily through the ~~purpose~~recycling of ~~effecting~~end-of-life amaterials ~~merger,~~(“urban ~~capital~~mining”). ~~stock~~End-of-life ~~exchange,~~materials ~~asset~~are ~~acquisition~~recovered from products that have reached the end of their useful service life — such as batteries, ~~stock~~electronic ~~purchase~~devices, ~~reorganization~~motors, orand ~~similar business~~magnets — which ~~combination~~can ~~with~~no ~~one~~longer orperform ~~more~~their ~~target~~intended ~~businesses~~function but still contain valuable metals and materials that can be recycled and reused in new manufacturing. EM&T Weowns ~~intend~~and operates across the following midstream to ~~effectuate~~downstream ~~our~~segments: ~~business~~(i) feedstock ~~combination~~processing, ~~using~~(ii) oxide ~~cash~~production, (iii) metal ~~from~~and alloy manufacturing, (iv) powder production, (v) the ~~proceeds~~manufacture of ~~our~~bonded ~~initial~~and sintered rare earth magnets, ~~public~~(vi) battery-grade ~~offering~~sulfates and ~~the~~carbonates, ~~sale~~(vii) precursor ofcathode ~~the~~active ~~placement~~materials ~~units~~(“pCAM”), ~~that~~(viii) precious metals, ~~occurred~~and ~~simultaneously~~(ix) base ~~with~~metals. These outputs integrate directly into the ~~completion~~supply chains of, ~~our~~and ~~IPO~~are suitable for direct delivery to, gigafactories, ~~our~~defense ~~capital~~suppliers, ~~stock~~original equipment manufacturers (“OEMs”), ~~debt~~and refineries. EM&T’s own operations orare asupported ~~combination~~by ofadvanced ~~cash~~recycling processes, ~~stock~~proprietary automation, and ~~debt~~artificial intelligence-enabled systems, allowing the Company to continue to operate at commercial scale using proven technologies and experienced operating personnel.

~~We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.~~50

23History of EM&T

~~Recent~~Evolution ~~Developments~~Metals & Technologies Corp. (the “Company”) (formerly known as Welsbach Technology Metals Acquisition Corp. (“WTMA”)) was a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. WTMA consummated its initial public offering in 2021, and its securities were listed on The Nasdaq Stock Market LLC (“Nasdaq”).

~~Promissory~~Evolution ~~Notes~~Metals LLC (“EM”), a Delaware limited liability company, was formed in February 2024 for the purpose of building an integrated midstream and downstream critical materials platform focused on recycling, processing, and manufacturing products derived from end-of-life materials, including rare earth elements, permanent magnets, battery metals, and precious metals.

OnIn ~~March~~connection ~~20,~~with ~~2024~~its formation, EM ~~the~~was ~~Company issued~~organized as a ~~promissory~~holding ~~note~~company ~~(the~~intended ~~“Working~~to ~~Capital~~acquire ~~Note~~and ~~6”)~~integrate inoperating ~~the~~businesses ~~principal~~with ~~amount~~established ofcommercial ~~$373~~capabilities across critical materials recycling,~~737~~ tometal ~~the~~and ~~Sponsor~~alloy inmanufacturing, ~~exchange~~and ~~for cash~~advanced materials processing.

OnPrior ~~June~~to ~~28,~~the ~~2024~~consummation of the Business Combination, EM completed the ~~Company~~acquisition of (i) Handa Lab Co., Ltd., (ii) KCM Industry Co., Ltd., (iii) KMMI INC., and ~~issued~~(iv) NS World Co., Ltd., each a ~~promissory~~corporation ~~note~~organized (under the ~~“Working~~laws ~~Capital~~of ~~Note~~the 7Republic of Korea (collectively, the “Korean Companies”). The Korean Companies operate commercial-scale facilities engaged in the ~~principal~~production ~~amount~~ of ~~$177~~rare earth oxides,~~773~~ tometals, alloys, powders, and permanent magnets, and collectively represent the ~~Sponsor~~core inoperating ~~exchange~~assets ~~for cash~~of EM.

On ~~September~~January 305, ~~2024,~~ 2026 (the ~~Company~~“Closing Date”), ~~issued~~WTMA Merger Subsidiary LLC, a ~~promissory~~wholly ~~note~~owned ~~(the~~subsidiary ~~“Working~~of ~~Capital~~Welsbach ~~Note~~Technology 8Metals Acquisition Corp. (“WTMA”), merged inwith and into EM pursuant to the ~~principal~~Amended ~~amount~~and Restated Agreement and Plan of ~~$192~~Merger,~~069~~ towith ~~the~~EM ~~Sponsor~~surviving inas a wholly owned subsidiary ~~exchange~~of ~~for~~WTMA ~~cash~~(the “Merger”). In connection with the Closing, WTMA changed its name to Evolution Metals & Technologies Corp. (“EM&T”).

OnAs ~~December~~a 31result of the Business Combination, EM&T ~~2024~~is a holding company, ~~the~~all of whose assets are held directly or indirectly by, and all of whose operations are conducted through, EM and its subsidiaries, including the Korean Companies. EM is the Company’s ~~issued~~primary aoperating ~~promissory~~subsidiary ~~note~~and (holds substantially all of the ~~“Working~~operating ~~Capital~~assets ~~Note~~of ~~9”)~~the inconsolidated enterprise. As the ~~principal~~sole ~~amount~~equity owner of ~~$448~~EM,~~287~~ toEM&T exercises full control over the ~~Sponsor~~management inand ~~exchange for~~operations ~~cash~~of EM and its subsidiaries.

~~Merger~~The ~~Agreement~~Business Combination is a subsequent event that occurred after the periods for which the financial information herein is presented. However, asan ~~Amended~~annual report on Form 10-K, including financial statements of the Company for the periods presented herein, is required to be filed with the SEC. The financial information included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects the historical operations of the Company prior to the Business Combination, unless otherwise noted. For additional information on the Business Combination please see the section titled “Recent Developments” on page 13 of this Annual Report on Form 10-K.

On January 25, 2024, the Company issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials space (the “Target”) for a potential business combination. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.51

On November 6, 2024, the Company entered an Amended and Restated Agreement and Plan of Merger amending the Agreement and Plan of Merger, dated as of April 1, 2024.

Ancillary Agreements

Company Equityholder Support and Lock-up Agreement

As a condition and inducement to WTMA’s willingness to enter into the Merger Agreement, William David Wilcox Jr. (the “Company Equityholder”) executed and delivered to WTMA a Support and Lock-up Agreement (the “Company Equityholder Support and Lock-Up Agreement”), dated as of November 6, 2024, by and among the Company Equityholder, WTMA, the Sponsor, and the Company Minority Equityholders. Pursuant to the Company Equityholder Support and Lock-up Agreement, the Company Equityholder has agreed, among other things, (i) to vote in favor of the adoption and approval, promptly following the time at which the registration statement on Form S-4 shall have been declared effective and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any Subject Shares (as defined in the Company Equityholder Support and Lock-Up Agreement) until such time to be mutually agreed by the parties hereto after the Closing Date subject to the terms and conditions of the Company Equityholder Support and Lock-up Agreement.

Sponsor Support and Lock-Up Agreement

As a condition and inducement to the EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, WTMA, EM and the persons set forth on Schedule I thereto. Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor has agreed, among other things, (i) to vote (whether pursuant to a duly convened meeting of the WTMA stockholders or pursuant to an action by written consent of the WTMA stockholders) in favor of the adoption and approval, promptly following the time at which the registration statement on Form S-4 shall have been declared effective and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of WTMA Common Stock until such time to be mutually agreed by the parties thereto after the Closing subject to the terms and conditions of the Sponsor Support and Lock-up Agreement.

On November 14, 2024, WTMA issued a press release announcing the execution of that certain Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, (the “Merger Agreement”), by and among the WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of WTMA (“Merger Sub”), and Evolution Metals LLC, a Delaware limited liability company (“EM”), which amended and restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

Pursuant to the Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”), Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA. In connection with the Closing, WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post-Closing entity is referred to as “New EM”).

CMR Merger Agreement

On February 10, 2025, as part of the series of transactions contemplated by the Business Combination, WTMA entered into an Agreement and Plan of Merger (the “CMR Merger Agreement”), by and among WTMA, Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”), and the other parties thereto, pursuant to which CMR will be merged out of existence and into a wholly owned subsidiary of WTMA.

Pursuant to the CMR Merger Agreement, the sole shareholder of CMR shall receive (A) 22,500,000 shares of New EM common stock, (B) cash in an amount of $125,000,000 and (C) cash in an amount up to $50,000,000 to be used to repay CMR’s indebtedness.

The CMR Merger Agreement contains customary representations and warranties by the parties. Certain of the representations are subject to specified exceptions and qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR Merger Agreement.

The closing of the CMR Merger Agreement is subject to the closing of the other transactions that are part of the Business Combination and other customary closing conditions. The consummation of the other transactions that are part of the Business Combination are conditioned on the consummation of the transactions contemplated by the CMR Merger Agreement.

Results of Operations

We have neither engaged in in any operations nor generated any operating revenues to date. Our only activities for the period ended December 31, ~~2024~~2025 were in connection with the search for a prospective initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income from the proceeds of the IPO placed in the Trust Account. We ~~expect~~incurred ~~that we will incur increased~~ expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended December 31, 2025, we had a net loss of $1,789,441, which primarily consists of operating expenses of $1,948,431, franchise taxes of $92,400 and a provision for income taxes of $38,685, partially offset by interest earned on cash held in the Trust Account in total of $276,616.

For the year ended December 31, 2024, we had a net loss of $899,927, which primarily consists of operating expenses of $1,428,060, franchise taxes of $154,785 and a provision for income taxes of $125,950, partially offset by interest earned on cash held in the Trust Account in total of $808,868.

For the year ended December 31, 2023, we had a net loss of $54,322, which primarily consists of operating expenses of $2,022,981 and accrual of Delaware franchise taxes of $200,000, partially offset by interest and dividend earned on marketable securities held in the Trust Account in total of $2,168,659.

Liquidity, Capital Resources and Going Concern

On December 30, 2021, the Company consummated the IPO of 7,500,000 units, each Unit containing one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination, generating gross proceeds of $75,000,000, which is discussed in Note 3 to the consolidated financial statements.

Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,475,000 which is described in Note 4 to the consolidated financial statements.

The Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any. On January 14, 2022, the underwriters partially exercised the option and purchased 227,686 additional Units (the “Over-allotment Units”), generating gross proceeds of $2,276,860.

Upon the closing of the Over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $45,540. As of January 14, 2022, a total of $77,276,860 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units ~~has~~were ~~been~~ placed in the Trust Account. As the ~~over~~Over-allotment ~~option~~ option was only partially exercised, 224,328 shares of ~~Common~~common stock purchased by the Initial Stockholders ~~have~~were ~~been~~ forfeited for no consideration.

Offering costs for the IPO amounted to $4,663,218, consisting of $1,500,000 of underwriting fees, $2,625,000 of deferred underwriting fees payable (which are held in the trust account) and $538,218 of other costs. The deferred underwriting fee payable of $2,704,690 iswas contingent upon the consummation of a Business Combination by September 30, 2023, subject to the terms of the Underwriting Agreement.

26For the year ended December 31, 2025, cash used in operating activities was $1,328,287. Net cash provided by investing activities was $6,069,575 mainly reflecting cash withdrawn from trust account in connection with redemption and to pay franchise and income taxes. Net cash used in financing activities was $4,738,451 reflecting redemption and partially offset by the proceeds from working capital loans entered into with the related party.

For the year ended December 31, 2024, cash used in operating activities was $1,459,263. Net cash provided by investing activities was $12,320,164 mainly reflecting cash withdrawn from trust account to pay franchise and income taxes and cash withdrawn from trust account in connection with redemption. Net cash used in financing activities was $11,027,925 mainly reflecting proceeds from convertible promissory notes and working capital loans entered into with the related party and redemption of common stock.

~~For~~At ~~the year ended~~ December 31, ~~2023~~2025, we had cash ~~used~~held in ~~operating~~the ~~activities~~Trust ~~was~~Account of $16,~~347~~464,~~387~~974. ~~Net~~We ~~cash~~used ~~provided~~substantially byall ~~investing~~of ~~activities~~the ~~was~~funds ~~$58~~held in the Trust Account,~~044~~ including any amounts representing interest earned on the Trust Account (less income taxes payable),~~586~~ ~~and~~to ~~net~~complete ~~cash~~our ~~used~~Business Combination. To the extent that our capital stock or debt is used, in ~~financing~~whole ~~activities~~or ~~was~~in ~~$57~~part,~~052~~ as consideration to complete our Business Combination,~~053~~ ~~mainly~~the ~~reflecting~~remaining proceeds held in the ~~redemptions~~Trust ofAccount ~~common~~will ~~stock~~be ~~due~~used as working capital to ~~stockholders~~finance ~~exercising~~the ~~their~~operations ~~redemption~~of the target business or businesses, make other ~~rights~~acquisitions inand ~~connection~~pursue ~~with~~our growth strategies. For the ~~Extension~~year ~~and~~ended ~~proceeds~~December ~~from~~31, ~~convertible~~2025, ~~promissory~~the ~~notes~~Company ~~entered~~had ~~into~~$6,069,575 ~~with~~withdrawal from the ~~Sponsor~~Trust Account in connection with redemption and to pay franchise taxes.

At December 31, 2024, we had cash held in the trust account of $12,257,933. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. For the year ended December 31, 2024, the Company had $12,320,164 withdrawn from the trust account in connection with redemption and to pay franchise and income taxes.52

At December 31, ~~2024~~2025, we had operating cash of $14,~~185~~022, outside of the ~~trust~~Trust ~~account~~Account. We ~~have~~ used ~~and intend to continue to use~~ the funds held outside the ~~trust account~~Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete ~~a business combination. Through December 31, 2024,~~ the ~~Company~~Business ~~has withdrawn a total of $841,386 from the Trust Account for taxes of which was already utilized to pay for franchise and income taxes~~Combination. Through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of December 31, 2024 and 2023, respectively, there is a restricted cash balance of nil and $0 which were utilized to pay the outstanding franchise and income taxes. For the year ended December 31, 2024 and 2023, amounts accrued and paid for interest and penalties related to franchise tax were $7,935 and $22,771, respectively.

WeThrough ~~monitor~~December ~~the~~31, ~~adequacy of~~2025, ~~our~~the ~~working~~Company ~~capital~~withdrew ina ~~order~~total toof ~~meet~~$1,045,248 from the ~~expenditures~~Trust ~~required~~Account for ~~operating~~taxes ~~our business prior to our initial business combination. However, if our estimates~~ of ~~the~~which ~~costs~~was ofutilized ~~identifying~~to apay ~~target~~for ~~business,~~franchise ~~undertaking in-depth due diligence~~ and ~~negotiating~~income ~~an initial business~~taxes. ~~combination~~Through ~~are~~December ~~less~~31, ~~than~~2024, the ~~actual~~Company ~~amount~~withdrew ~~necessary~~a tototal doof so$841,386 wefrom ~~may~~the ~~have~~Trust ~~insufficient~~Account ~~funds~~for ~~available~~taxes toof ~~operate~~which ~~our~~was ~~business~~utilized ~~prior~~ to ~~our~~pay ~~business combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because~~for wefranchise ~~become~~and ~~obligated~~income totaxes. ~~redeem~~As ~~a significant number~~ of ~~our~~December ~~public~~31, ~~shares~~2025 ~~upon~~and ~~completion of our business combination~~2024, inthere ~~which~~is ~~case~~no ~~we may~~outstanding ~~issue~~balance ~~additional~~under ~~securities~~restricted ~~or incur debt in connection with such business combination~~cash. IfFor wethe ~~are~~period ~~unable~~ended December to31, ~~complete~~2025 ~~our~~and ~~initial~~2024, ~~Business Combination~~amounts ~~because~~accrued wefor dointerest ~~not~~and ~~have~~penalties ~~sufficient~~related ~~funds available~~ to ~~us,~~franchise wetax ~~will~~were be$552 ~~forced to cease operations~~ and ~~liquidate~~$7,935, ~~the trust account~~respectively.

~~The~~Going Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.Concern

AsSubsequent ato ~~result~~December ~~of the above~~31, in2025, ~~connection~~on ~~with~~January 5, 2026, the Company’s ~~assessment~~consummated ofits ~~going~~business ~~concern~~combination ~~considerations in accordance~~ with ~~FASB’s~~Evolution ~~Accounting~~Metals ~~Standards Update~~LLC, ~~(“ASU”)~~including ~~2014-15,~~the ~~“Disclosures~~acquisition of ~~Uncertainties~~KCM Industry ~~about~~Co., anLtd., ~~Entity’s~~KMMI ~~Ability~~Inc., toNS ~~Continue~~World asCo., ~~a Going Concern~~Ltd.,~~” management~~ ~~determined that the liquidity condition~~ and ~~date~~Handa ~~for~~Lab ~~mandatory~~Co., ~~liquidation~~Ltd. ~~and~~Management ~~dissolution~~considered ~~raise~~this ~~substantial~~subsequent ~~doubt~~event ~~about~~in ~~the Company’s~~its ~~ability to continue as a~~ going concern assessment. ~~through August 30~~However, ~~2023,~~ the ~~scheduled~~business ~~liquidation~~combination ~~date~~did ~~of the Company if it does~~ not ~~complete~~result ain ~~Business~~the ~~Combination~~receipt ~~prior~~of tosignificant ~~such~~external ~~date.~~funding ~~Management~~at ~~may raise additional capital through loans or additional investments from its Sponsor~~closing, ~~stockholders,~~and ~~officers, directors, or third parties to meet~~ therefore the Company’s ~~working~~liquidity ~~capital~~position ~~needs~~was ~~and~~not tomaterially ~~complete a~~improved ~~Business~~as ~~Combination~~a ~~before~~result of the ~~mandatory liquidation date~~transaction. The ~~Company~~combined ~~may~~company ~~not~~is becurrently ~~able to obtain additional financing. The Company~~planning ~~cannot provide any assurance that new financing will be available~~ to itconduct ~~on commercially acceptable terms, if at all. The Company intends to complete~~ a ~~Business~~primary ~~Combination~~equity ~~before~~offering ~~the~~within ~~mandatory liquidation date. However, there can be no assurance that~~ the ~~Company~~next ~~will~~several ~~be able~~months to ~~consummate~~raise ~~any~~additional ~~Business Combination by December 31~~capital, ~~2024.~~and ~~These~~if ~~consolidated~~such ~~financial~~financing ~~statements~~is ~~do not include any adjustments~~successfully ~~relating~~completed, tomanagement ~~the~~believes ~~recovery of~~ the ~~recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a~~ going concern. ~~The~~conditions ~~consolidated~~may ~~financial~~be ~~statements do not include any adjustments that might result from its inability to consummate a Business Combination or its inability to continue as a going concern~~alleviated.

27As a result of the foregoing, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period from the date the financial statements are available to be issued. The financial statements do not include any adjustments relating to the recovery of recorded assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Related Party Transactions

Related Party Loans

In ~~addition, in~~ order to finance transaction costs in connection with athe Business Combination, certain of the Company’s officers and directors ~~may,~~loaned ~~but are not obligated to, loan~~ the Company funds as ~~may be~~ was required. If the Company ~~completes~~completed aits Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination ~~does~~did not close, the Company ~~may~~was entitled to use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On September 30, 2022 and December 30, 2022, the Company issued atwo ~~first~~ promissory ~~note~~notes, each for $772,769 (the “First Promissory Note”) inand ~~the~~“Second Promissory ~~principal amount of $772~~Note,~~769~~” respectively) to the Sponsor in connection with the Extension. The First Promissory Note ~~bears~~and Second Promissory Note bear no interest and ~~shall~~are be payable upon the earlier to occur of (i ) ~~upon~~ consummation of the Company’s initial ~~business~~Business ~~combination~~ Combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s ~~business~~Business ~~combination~~ Combination into additional private units at a price of $10.00 per unit.

On ~~December~~March 30, ~~2022~~2023, ~~the~~April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued asix ~~second~~ promissory ~~note~~notes to the Sponsor in connection with the March Extensions (the “~~Second~~Third”, ~~Promissory~~“Fourth”, ~~Note~~“Fifth”, “Sixth”, “Seventh”, and “Eighth” Promissory Notes) in the principal amount of $~~772~~125,~~769~~000 tofor ~~the~~each ~~Sponsor in~~note. ~~connection~~The ~~with~~First ~~the~~Promissory ~~Extension.~~Note ~~The~~together with Second through Eighth Promissory ~~Note~~Notes ~~bears~~(collectively, the “Convertible Promissory Notes”) bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial ~~business~~Business ~~combination~~Combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s ~~business~~Business ~~combination~~ Combination into additional private units at a price of $10.00 per unit (the “Conversion”).

On ~~March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023,~~ July 30, 2023 ~~and August 30~~, ~~2023,~~ the Company issued ~~six~~a promissory ~~notes~~note ~~to the Sponsor in connection with the March Extensions~~ (the “~~Third”,~~Working ~~“Fourth”,~~Capital ~~“Fifth”,~~Note ~~“Sixth~~1”~~, “Seventh”, and “Eighth” Promissory Notes~~) in the principal amount of $~~125~~84,000 ~~for~~to ~~each~~the ~~note.~~Sponsor ~~The~~in ~~First~~exchange ~~Promissory Note together with~~for ~~Second through Eighth Promissory Notes (collectively, the “Convertible Promissory Notes”)~~cash. The ~~Convertible Promissory Notes bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the~~ Company’s ~~initial~~drew ~~business~~an ~~combination out~~additional of$100 ~~the~~from ~~proceeds~~this ofpromissory ~~the~~note ~~Trust~~which ~~Account~~resulted ~~released to the Company’s or (ii) at the Sponsor’s discretion, converted,~~ in ~~full or~~a intotal ~~part,~~outstanding ~~upon~~amount ~~consummation~~ of ~~the Company’s business combination into additional private units at a price of~~ $1084,100.~~00 per unit (the “Conversion”).~~

On ~~July~~August 30, 2023, ~~the~~September 28, ~~Company~~2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025, ~~issued~~June a30, ~~promissory~~2025, ~~note~~September (30, 2025 and December 31, 2025, the ~~“Working~~Company ~~Capital~~issued ~~Note~~promissory ~~1”)~~notes in the principal ~~amount~~amounts of $84378,000, to$22,000, $50,000, ~~the~~$15,000, ~~Sponsor~~$373,737, in$177,773, ~~exchange~~$192,069, ~~for cash.~~$4048,287, ~~The~~$474,490, ~~Company~~$286,259, ~~drawn~~$106,716 anand ~~additional~~ $~~100~~259,798, ~~from~~respectively ~~this~~(“Working ~~promissory~~Capital Notes ~~note~~2, ~~which~~3, ~~resulted~~4, in5, a6, ~~total~~7, ~~outstanding~~8, ~~amount~~9, of10, ~~$84~~11,~~100~~ 12 and 13,” respectively), to the Sponsor in exchange for cash.

~~On August 30, 2023, the Company issued a promissory note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for cash.~~54

28Working Capital Note 1, together with Working Capital Notes 2, 3, 4,5,6,7, 8, 9, 10, 11, 12 and 13 the (hereinafter, collectively, the “Working Capital Notes”) are non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial Business Combination unless there are funds available outside the Trust Account to do so. Such Working Capital Notes would either be paid upon consummation of the initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of the initial Business Combination into additional private units at a price of $10.00 per unit. Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes series not to exceed $4 million.

On September 28, 2023, the Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange for cash.

On November 10, 2023, the Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange for cash.

On December 29, 2023, the Company issued a promissory note (the “Working Capital Note 5”) in the principal amount of $15,000 to the Sponsor in exchange for cash.

On March 20, 2024, the Company issued a promissory note (the “Working Capital Note 6”) working capital promissory note to the Sponsor in the principal amount of $373,737 in exchange for cash.

On June 28, 2024, the Company issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for cash.

On September 30, 2024, the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in exchange for cash.

On December 31, 2024, the Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287 to the Sponsor in exchange for cash.

Working Capital Note 1, together with Working Capital Notes 2, 3, 4,5,6,7, 8 and 9 the (hereinafter, collectively, the “Working Capital Notes”) are a non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial business combination unless there are funds available outside the trust account to do so. Such Working Capital Notes would either be paid upon consummation of the Initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price of $10.00 per unit. Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes series not to exceed $2.5 million.

The Convertible Promissory Notes and Working Capital Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible into private units of the post-Business Combination entity at a price of $10.00 per unit. The conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the note did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480. In this case, the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement. The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement. Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

As of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the accompanying consolidated balance sheets.

As of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, there were $12,~~740~~868,~~966~~228 and $~~549~~1,~~100~~740,966 outstanding under the Working Capital Notes reported in Working capital loans – – related party in the accompanying consolidated balance sheets.

~~The~~On ~~Company’s independent directors were informed that on~~ May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of December 31, ~~2024~~2025, and agrees to advance funds as needed to remedy any such deficiency. The foregoing summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 1, 2023 and incorporated by reference herein.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, ~~2024~~2025. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Contractual obligations~~55

Contractual Obligations

We do not have any long-term debt, capital lease obligations or operating lease obligations.

The underwriters were paid a cash underwriting discount of $0.20 per Unit on the offering, or $1,545,537 in the aggregate at the closing of the IPO and the over-allotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $2,704,690 from the closing of the IPO.

The Company issued atwo ~~first~~ promissory notes, ~~note~~each in the principal amount of $772,769 to the Sponsor. ~~The~~These ~~First~~promissory ~~Promissory~~notes ~~Note~~bear ~~bears~~ no interest and ~~shall~~are be payable upon the earlier to occur of (i) ~~upon~~ consummation of the Company’s initial ~~business~~Business ~~combination~~Combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s Business ~~business~~Combination ~~combination~~ into additional private units at a price of $10.00 per unit.

The Company issued asix ~~second~~ promissory notes, ~~note~~each in the principal amount of $~~772~~125,~~769~~000 to the Sponsor. ~~The~~These ~~Second~~promissory ~~Promissory~~notes ~~Note~~bear ~~bears~~ no interest and ~~shall~~are be payable upon the earlier to occur of (i) ~~upon~~ consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s ~~business~~Business Combination ~~combination~~ into additional private units at a price of $10.00 per unit.

~~The~~On ~~Company~~July ~~issued~~30, ~~six~~2023, ~~promissory~~the Company ~~notes~~issued Working Capital Note 1 in the principal amount of $~~125~~84,000 to the Sponsor. ~~The~~in ~~Promissory~~exchange ~~Notes~~for ~~bear~~cash. noThe ~~interest and shall be payable upon the earlier to occur of (i) upon consummation of the~~ Company’s ~~initial~~drew ~~business~~an ~~combination~~additional ~~out of the proceeds of the Trust Account released~~$100 tofrom ~~the~~this ~~Company’s~~promissory ornote ~~(ii)~~which atresulted ~~the Sponsor’s discretion, converted,~~ in ~~full~~a ortotal inoutstanding ~~part,~~amount ~~upon consummation~~ of ~~the Company’s business combination into additional private units at a price of~~ $1084,100.~~00 per unit.~~

On ~~July~~August 30, 2023, ~~the~~September 28, ~~Company~~2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025, ~~issued~~June ~~Working~~30, ~~Capital~~2025, ~~Note~~September 130, 2025 and December 31, 2025, the Company issued promissory notes in the principal ~~amount~~amounts of $84378,000, to$22,000, $50,000, ~~the~~$15,000, ~~Sponsor~~$373,737, in$177,773, ~~exchange~~$192,069, ~~for~~$4048,287, ~~cash.~~$474,490, ~~The~~$286,259, ~~Company~~$106,716 ~~drawn~~and an$259,798, ~~additional~~respectively (“Working Capital ~~$100~~Notes ~~from~~2, ~~this~~3, ~~promissory~~4, ~~note~~5, ~~which~~6, ~~resulted~~7, in8, a9, ~~total~~10, ~~outstanding~~11, ~~amount~~12 ofand ~~$84~~13,~~100~~” respectively), to the Sponsor in exchange for cash.

OnAs ~~August~~of 30both December 31, ~~2023~~2025 and 2024, ~~the~~there ~~Company issued~~was ~~Working~~an ~~Capital~~aggregate ~~Note~~of $2,296,371 inoutstanding under the ~~principal~~Convertible ~~amount~~Promissory ofNotes ~~$378,000~~reported toin ~~the~~Convertible ~~Sponsor~~promissory notes – related party in ~~exchange~~the ~~for~~accompanying ~~cash~~consolidated balance sheets.

OnAs ~~September~~of ~~28,~~December ~~2023~~31, ~~the~~2025 and ~~Company~~2024, ~~issued~~there were amounts of $2,868,228 and $1,740,966, respectively, outstanding under the Working Capital ~~Note~~Notes 3reported in ~~the~~Working ~~principal~~capital loans ~~amount~~– ofrelated ~~$22,000~~party toin the ~~Sponsor~~accompanying inconsolidated ~~exchange~~balance ~~for cash~~sheets.

~~On November 10, 2023, the Company issued Working Capital Note 4 in the principal amount of $50,000 to the Sponsor in exchange for cash.~~56

On December 29, 2023, the Company issued Working Capital Note 5 in the principal amount of $15,000 to the Sponsor in exchange for cash.

On March 20, 2024, the Company issued a Working Capital Note 6 in the principal amount of $373,737 to the Sponsor in exchange for cash.

On June 28, 2024, the Company issued a Working Capital Note 7 in the principal amount of $177,773 to the Sponsor in exchange for cash.

On September 30, 2024, the Company issued a Working Capital Note 8 in the principal amount of $192,069 to the Sponsor in exchange for cash.

On December 31, 2024, the Company issued a Working Capital Note 9 in the principal amount of $448,287 to the Sponsor in exchange for cash.

As of December 31, 2024 and 2023, respectively, there was an aggregate of 2,296,371, outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the accompanying consolidated balance sheets.

As of December 31, 2024 and 2023, respectively, there were amounts of $1,740,966 and $549,100, outstanding under the Working Capital Notes reported in Working capital loans – related party in the accompanying consolidated balance sheets.

Factors That May Adversely Affect Our Results of Operations

~~Our~~On ~~results~~January of5, ~~operations and~~2026, ~~our~~the ~~ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty~~Company ~~and~~consummated ~~volatility in~~ the ~~financial~~Business ~~markets,~~Combination ~~many~~and ofis ~~which~~now ~~are~~focused ~~beyond~~on ~~our~~executing ~~control.~~its ~~Our~~post-combination ~~business~~operating ~~could~~plan beand ~~impacted~~capital ~~by,~~formation ~~among other things,~~strategy. ~~downturns~~The inBusiness ~~the~~Combination ~~financial~~did ~~markets~~not orinclude insignificant ~~economic~~external ~~conditions,~~financing ~~increases~~at ~~in oil prices~~closing, ~~inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence~~ and ~~spending,~~ the ~~ongoing~~Company ~~effects~~expects ofto ~~the~~require ~~COVID-19~~additional ~~pandemic, including resurgences and~~capital ~~the~~to ~~emergence~~support ofits ~~new~~operations ~~variants,~~ and ~~geopolitical~~growth ~~instability, such as the military conflict in Ukraine and the Middle East~~initiatives. WeManagement ~~cannot~~is ~~at this~~actively ~~time~~pursuing ~~fully~~additional ~~predict~~sources ~~the likelihood~~ of ~~one or more of the above events~~capital, ~~their~~including ~~duration~~equity ~~or magnitude or the extent to which they may~~and ~~negatively~~strategic ~~impact~~financing ~~our business and our ability to complete an initial business combination~~arrangements.

The Company will need to raise additional capital through equity financings, debt financings, or additional investments from its Sponsor, stockholders, officers, directors, or third parties. There can be no assurance that such financing will be available on acceptable terms, or at all. If the Company is unable to raise additional capital, it may be required to take measures to conserve liquidity, which could include reducing or delaying certain operating and capital expenditures.

Following the Business Combination, our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business.

JOBS Act

On April 5, 2012, the ~~JOBS~~Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We ~~will~~ qualify as an “emerging growth company” and under the JOBS Act ~~will~~are be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our consolidated financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are ~~in the process of evaluating the benefits of~~ relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, ~~if,~~ as an “emerging growth company,” we ~~choose~~are ~~to rely on such exemptions we may~~ not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Critical Accounting Policies and Estimates

Critical Accounting Policies

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible redemption in accordance with the guidance in FASB’s Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability ~~instrument~~ instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock ~~features~~ features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying ~~value~~ value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying ~~amount~~ amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Loss per Share of Common Stock

The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations. The Company’s public shares of common ~~shares~~stock have a redemption right, which ~~differ~~ differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to to as public shares of common ~~shares~~stock and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding ~~shares~~ shares of common stock subject to forfeiture by the Sponsor. At December 31, ~~2024~~2025, the Company did not have any dilutive securities and/or ~~other~~ other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures 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 consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of the end of the reporting period, we have not identified any critical accounting estimates.

3158

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management ~~does~~adopted ~~not believe the adoption of~~ ASU 2023-09 ~~will~~in ~~have~~our afinancial ~~material~~statements ~~impact~~and ondisclosures ~~its~~as ~~financial~~of ~~statements~~December ~~and~~31, ~~disclosures~~2025.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. AsASU 2023-07 became effective as of December 31, 2024, ~~this ASU became effective~~ and our management adopted ~~this~~ ASU in2023-07 ~~our~~in our financial statements and related disclosures (see Note 9).

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise required under this item.

Item 8. Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-2833 comprising a portion of this Report, which are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~Under~~As of December 31, 2025, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer/Chief Operating Officer(together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of ~~the~~December ~~end~~31, ~~of the period covered by this Report~~2025.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, ~~2024~~2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, ~~2024~~2025. ~~This Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.~~

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There ~~were~~have been no changes in in our internal control over financial reporting ~~during~~(as defined in Rule 13a-15(f) under the ~~most~~Exchange ~~recent~~Act) ~~fiscal~~that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

(a) None.

(b) During the fiscal quarter ended December 31, ~~2024~~2025, none of our officers or directors informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

3360

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Directors and Executive Officers

As of ~~March~~February 2520, ~~2025,~~ 2026, our directors and officers are as follows:

Name	Age	Position
Daniel Mamadou	53	Chief Executive Officer and Chairman of the Board of Directors
David Wilcox	37	Executive Chairman of Board of Directors and Director
Christopher Clower	59	Chief Operating Officer and Director
Frank Moon	54	Chief Executive Officer
John Stanfield	43	Chief Financial Officer
Andrew F. Knaggs, Esq.	50	President
Dominik Oggenfuss	49	Director
Christopher Clower	59	Chief Financial Officer and Chief Operating Officer
Matthew Rockett	40	Director
John Arrastia	61	Chief Legal Officer
Justin Werner (3)	50	Director
Saul Locker	69	Director
Christopher C. Miller	59	Director
Amb. Robin S. Bernstein	71	Director
Thomas Stoddard	70	Director

~~The~~Executive ~~experience of our directors and executive officers is as follows:~~Officers

~~Daniel Mamadou was~~David ~~appointed~~Wilcox serves as ~~the~~Executive ~~CEO and~~ Chairman of the ~~WTMA~~ Board onand ~~the~~as ~~inception~~a Director of ~~WTMA, May~~EM&T. ~~27,~~He ~~2021, and~~ is also the ~~CEO~~ Manager of ~~Welsbach~~Evolution ~~Holdings Pte Ltd, a Technology~~ Metals ~~specialist advisor, which Mr~~LLC. ~~Mamadou~~His ~~founded~~career inbegan ~~January 2021.~~at ~~From~~Deutsche ~~January 2015~~Bank tobased ~~December 2020~~in ~~Mr. Mamadou led Talaxis Ltd, which is~~ the ~~Technology~~London ~~Metals~~and ~~division of Singapore-listed~~New ~~Noble~~York ~~Group. From~~offices, ~~2011~~operating toacross ~~2014,~~four Mrcontinents. ~~Mamadou~~ ~~was~~David became a ~~Managing~~derivatives ~~Director~~trading atspecialist ~~Nomura~~who ~~Securities,~~has run ~~and~~teams ~~acted~~for asregulatory ~~Head~~overhaul ofinitiatives ~~the~~worldwide, ~~Corporate~~driving ~~Solutions~~value ~~and~~from ~~Financing Group~~government ~~for~~policy ~~the Asia-Pacific region~~change. AtHe ~~Nomura,~~has ~~Mr. Mamadou led~~ a ~~team~~Bachelors ~~that~~in ~~delivered~~Business ~~derivatives and capital markets solutions~~Administration tofrom ~~their client base in~~ the ~~Asia-Pacific region.~~University ~~From 2003 to 2011, Daniel was the co-head~~ of ~~the~~Tennessee ~~Corporate Markets~~ and ~~Treasury Solutions team for Asia-Pacific. Prior to that, Mr. Mamadou worked as~~ a ~~Director~~Post ~~for~~Graduate ~~Goldman~~Degree ~~Sachs~~in ~~within~~International ~~the~~Business ~~FICC~~from ~~division~~St. inMary’s ~~London~~University. ~~From~~ ~~1997~~in ~~until 1999~~Twickenham, Mr England. ~~Mamadou~~ ~~was~~His avast ~~Director~~experience ~~at Deutsche Bank~~ in ~~London,~~global onfinance ~~the~~and ~~fixed~~leadership ~~income~~will ~~derivatives~~be ~~structuring~~pivotal ~~desk~~in ~~for Iberia.~~steering ~~While~~EM&T’s ~~leading~~strategic ~~the~~direction ~~Corporate Markets~~ and ~~Treasury~~governance. We ~~Solutions~~believe ~~team~~that ~~at Deutsche Bank,~~ Mr. ~~Mamadou~~Wilcox’s ~~and~~extensive ~~his~~professional ~~team~~experience ~~achieved the number two position~~ in ~~the~~global ~~Asia~~finance exand ~~Japan~~leadership ~~fixed~~qualifies ~~income~~him ~~league~~to ~~tables~~serve ~~(including~~as ~~bonds, investment grade and corporate high yield) over~~ a director ~~four-year period~~on ~~from~~the ~~2008~~EM&T toboard ~~2011, raising approximately $40 billion~~ of ~~capital across sectors~~directors. Mr. Wilcox ~~Mamadou~~was ~~earned~~elected aat ~~BA in~~the June 2025 Business ~~Management~~Combination ~~and~~Special ~~Marketing~~Meeting ~~from~~to serve ~~ESIC-Valencia,~~as ~~and~~ a ~~MSc~~Class III indirector ~~Investment~~of ~~Banking~~EM&T ~~and~~upon ~~International~~the ~~Securities~~closing ~~from~~of ~~Reading~~the ~~University~~Business Combination.

~~Christopher~~Frank ~~Clower was appointed~~Moon serves as ~~the~~CEO ~~COO~~for ~~and~~EM&T, overseeing aoperations ~~Director~~in ofAsia ~~WTMA~~and onmagnet ~~the~~midstream ~~inception of WTMA, May 27, 2021,~~ and isdownstream anseparation ~~executive director~~ and ~~COO of Welsbach Holdings Pte Ltd since March 2021~~processing. ~~From~~With ~~2014~~over ~~to 2024, Mr.~~35 ~~Clower~~years ~~was an independent director~~ of ~~Malacca~~experience ~~Trust Pte Ltd, a holding company~~ in ~~Singapore which is the majority owner of one of the leading asset management firms in Indonesia as measured by assets under~~ ~~management.~~critical ~~Also,~~minerals ~~from~~and ~~2014 to 2022~~materials, Mr. ~~Clower~~Moon ~~was~~has anheld ~~independent~~leadership ~~commissioner~~roles onin ~~the~~various ~~board~~prominent ofcompanies, PTincluding ~~Batavia~~Australia ~~Prosperindo~~Strategic Metals ~~Finance~~Ltd ~~Tbk~~(ASM:AX), an ~~Indonesia~~ASM ~~consumer~~Korea, ~~finance~~KSM ~~company~~Technologies, ~~listed~~KSM onMetals ~~the Indonesia Stock Exchange~~Co. ~~From 2010 to 2014~~, MrLtd. ~~Clower~~, ~~was~~and anAlkane ~~independent~~Resources. ~~advisor and~~He ~~principal~~has ~~investor~~also ofcontributed his ~~own~~expertise ~~capital. From 2008~~ to Kay ~~2010,~~Tech ~~Mr. Clower~~in ~~co-founded~~Hong Kong, ~~built~~Samwha ~~and~~Group’s ~~sold~~Steel PTDivision, ~~Manoor~~Hydro ~~Bulatn~~Tech ~~Lestari~~Korea, ~~an Indonesian resource company~~ and ~~achieved~~Kyung ~~30x~~Dong ~~MOIC~~Group ~~in two years for himself and his investors~~Global. ~~Prior to this,~~ Mr. ~~Clower was~~Moon’s ~~Managing~~extensive ~~Director~~career ~~and Head of Corporate Finance~~ in ~~Merrill~~the ~~Lynch~~sector ~~for~~is ~~Southeast~~underscored ~~Asia.~~by ~~From~~his ~~1998~~ability to ~~2009,~~manage ~~Mr. Clower~~complex ~~worked~~projects ~~at Merrill Lynch~~ and ~~raised~~drive ~~over~~operational ~~$4 billion~~success ~~of capital~~ in the ~~resources~~processing of ~~space.~~critical ~~Mr. Clower~~minerals ~~also~~and ~~worked~~magnet atmaterials. ~~Deutsche~~He ~~Bank~~holds ~~from~~a ~~1997~~Bachelor toof ~~1998, at~~Science ~~Bankers~~degree ~~Trust~~ from ~~1994~~the toUniversity ~~1997,~~of ~~and at Crane Nuclear Valves from 1991 to 1994~~Sydney. ~~Prior~~His towealth ~~working~~of ~~in the finance industry, Mr. Clower~~experience ~~was~~and anleadership ~~intelligence~~acumen ~~officer~~make ~~for~~him ~~the~~a ~~United States~~key ~~Air~~driver ~~Force,~~of ~~serving~~Evolution atMetals’ ~~Clark~~global ~~Air~~strategy ~~Base~~ in ~~the~~Asia ~~Philippines~~and ~~with~~magnet ~~the 90th Tactical Fighter Squadron~~materials.

John Stanfield, CPA, was appointed as the Chief Financial Officer of WTMA on the inception of WTMA, May 27, 2021, and has significant experience with GAAP, finance, operations, and taxation demonstrated over several years and several billion dollars of enterprise value in the private equity and alternative asset industry. He is the founder of Stanfield & Associates, LLC, a boutique consulting and full-service public accounting firm concentrated on outsourced Chief Financial Officer services for special purpose acquisition corporations, private equity fund managers, and family offices in the United States and internationally. Prior to founding Stanfield & Associates, LLC, Mr. Stanfield held audit positions at RSM US and Ernst & Young, LLP.61

34Andrew F. Knaggs, Esq. serves as President of EM&T, bringing over 25 years of experience in government, military, and manufacturing sectors. He founded Knaggs Law PLLC and was previously CEO of PACEM Solutions International. Prior to PACEM he served as the Presidentially appointed Deputy Assistant Secretary of Defense. Mr. Knaggs also led research and engineering at a Department of Defense agency, overseeing a $1 billion R&D portfolio and a $300 million budget. A former U.S. Army Special Forces (Green Beret) officer, he holds a Bachelor of Science degree from West Point and a Juris Doctor from William & Mary Law School. He is a member of the D.C. Bar and holds FINRA Series 65 certification. Mr. Knaggs’ leadership and expertise in defense, law, and strategic management will be invaluable in guiding EM&T’s operations.

~~Dominik~~Christopher ~~Oggenfuss was appointed~~Clower serves as aChief Financial ~~Director~~Officer ofand ~~WTMA~~Chief onOperating ~~October 16,~~Officer ~~2023~~of ~~and~~EM&T. Mr. Clower ~~has~~was ~~extensive~~appointed ~~management,~~as ~~marketing~~the COO and ~~leadership~~a ~~experience~~Director inof ~~private debt~~WTMA ~~management,~~upon ~~private~~the inception ~~credit~~of ~~fund,~~WTMA ~~asset~~in ~~management, wealth management and banking~~December 2023. From 2014-2024, Mr. ~~Oggenfuss~~Clower ~~most~~was ~~recently~~an ~~served~~independent asdirector ~~the Managing Director, Head~~ of ~~Business~~Malacca ~~Development~~Trust ~~of VI Capital~~ Pte. Ltd., ~~(Singapore)~~a holding company in Singapore, anwhich ~~Asian~~is ~~private~~the ~~debt~~majority ~~manager~~owner ~~focused on~~of ~~mid-market segments~~one of ~~small~~the toleading ~~medium~~asset ~~enterprises.~~management ~~Prior~~firms toin ~~2010~~Indonesia as measured by assets under management. Also, since 2014-2022, Mr. ~~Oggenfuss~~Clower ~~worked~~was asan aindependent ~~risk~~commissioner ~~management~~on ~~associate~~the ~~in market~~board ~~risk~~of ~~management~~PT ~~and~~Batavia ~~risk~~Prosperindo ~~control~~Finance Tbk, ~~with~~an ~~J.P. Morgan’s~~Indonesia ~~investment~~consumer ~~banking~~finance ~~arm~~company inlisted on the ~~United~~Indonesia ~~Kingdom,~~Stock ~~London~~Exchange. From 2010 to 2014, Mr. ~~Oggenfuss~~Clower was ~~the~~an ~~Vice~~independent advisor ~~President~~and principal investor of Jhis own capital.~~P. Morgan~~ ~~Private~~From ~~Bank~~2008 ~~Suisse~~to SA2010, ~~Geneva~~Mr. Clower co-founded, ~~Zurich~~built and ~~Swiss~~sold ~~team~~PT ~~and~~Manoor ~~family~~Bulatn ~~office. Thereafter~~Lestari, an ~~Mr. Oggenfuss~~Indonesian ~~was~~resource ~~the~~company ~~Executive~~and ~~Director~~achieved of30x ~~UBS~~MOIC ~~AG,~~in ~~Wealth~~two years ~~Management,~~for ~~European~~himself ~~International~~and ~~Desk,~~his ~~Client~~investors. ~~Advisor~~Prior ~~UHNWI in~~to ~~Singapore.~~this, Mr. ~~Oggenfuss~~Clower ~~proceeded~~was Managing toDirector ~~work~~and ~~as the Global~~ Head of ~~Sales~~Corporate ~~and~~Finance ~~Investor~~in ~~Relations~~Merrill ~~and~~Lynch ~~Executive~~for ~~Committee~~Southeast ~~Member~~Asia. ~~of EFA~~From ~~Group~~1998 to 2009, ~~Trade~~Mr. Clower ~~Finance~~worked at Merrill Lynch and ~~Asset~~raised ~~Management~~over ~~and~~$4 billion ~~subsequently,~~of ascapital in the ~~Executive~~resources ~~Director,~~space. ~~Head~~Mr. Clower ofalso ~~Funding~~worked ~~and~~at ~~Chief~~Deutsche ~~Investment~~Bank ~~Officer of~~from ~~Incomlend~~1997 ~~Capital~~to 1998, at anBankers ~~award-winning,~~Trust ~~Sequoia-backed fintech~~from 1994 to 1997, ~~supply~~and ~~chain~~at ~~finance~~Crane ~~platform.~~Nuclear InValves ~~addition~~from 1991 to ~~his~~1994. ~~extensive~~Prior ~~professional experience~~to working in the finance industry, Mr. ~~Oggenfuss~~Clower was ~~holds~~ an ~~M.A.~~intelligence inofficer ~~Political~~for ~~Science~~the ~~and~~United States ~~Economics~~Air ~~from~~Force, ~~the~~serving ~~University~~at ofClark ~~Zurich,~~Air ~~Department~~Base ofin ~~Political Science~~the ~~and~~Philippines ~~Harvard~~with ~~Business~~the ~~School’s~~90th Tactical ~~Executive~~Fighter ~~Education Program~~Squadron.

~~Matthew~~John ~~Rockett was appointed~~Arrastia serves as aChief ~~Director~~Legal Officer of ~~WTMA on July~~EMAT. ~~12,~~Mr. Arrastia ~~2024,~~brings ~~and has~~ over ~~two~~thirty years ~~decades~~ of ~~industry~~ experience ~~working~~as ~~for~~a ~~one~~first-chair oftrial ~~the~~attorney ~~world’s largest~~in ~~fully~~domestic ~~integrated~~and ~~energy~~international business ~~companies.~~and Mrcommercial disputes. ~~Rockett~~ ~~most~~His ~~recently~~practice ~~serves~~has asencompassed ~~the~~representation ~~Manager~~ of ~~Competitive~~Fortune ~~Performance~~500 ~~for Chevron’s Mid-Continent Business Unit in Houston~~companies, ~~Texas~~fiduciaries, ~~where~~government heand ~~oversees~~quasi-governmental entities, ~~the~~and ~~Competitive~~publicly ~~Performance~~traded ~~program.~~and Heprivately isheld ~~responsible~~businesses ~~for~~in ~~stewarding a~~complex ~~$100MM+~~arbitrations ~~pilot~~ and ~~technology program~~ in ~~asset~~federal, ~~development~~state, and ~~base~~appellate ~~operations~~courts. toIn ~~drive step-change improvements in key impact metrics~~addition into ~~the~~his ~~Permian~~litigation ~~Basin. Previously~~practice, Mr. ~~Rockett~~Arrastia ~~held~~has ~~the~~served ~~position~~as ofan ~~Management~~arbitrator ~~Advisor,~~for ~~Subsurface, at Chevron Technical Center, advising~~ the ~~Vice~~American ~~President~~Arbitration ofAssociation ~~Subsurface.~~in Hemore ~~also~~than ~~served~~200 ascommercial and ~~the~~international ~~Supervisor~~matters, ofreflecting ~~Production~~deep ~~Engineering~~expertise ~~for TengizChevroil~~ in ~~Kazakhstan~~dispute resolution, ~~managing the~~commercial ~~Staff~~risk ~~Production~~management, ~~Engineering~~and ~~team~~cross-border ~~and~~legal ~~optimizing~~matters. His ~~various~~experience ~~programs~~includes ~~including~~overseeing ~~the~~high-stakes ~~capital~~disputes ~~workover~~involving ~~rig~~corporate ~~program~~governance, ~~new &~~financial ~~existing well~~transactions, ~~stimulation~~regulatory ~~program~~matters, and complex ~~the~~commercial ~~plug &~~relationships. ~~abandonment program~~Mr. Arrastia Ashas ~~the~~been ~~Manager~~recognized ofby ~~Reservoir~~Chambers ~~Management~~USA ~~Framework~~ for ~~Chevron’s IndoAsia~~his ~~Business~~mastery ~~Unit~~of incomplex ~~Indonesia,~~legal ~~Mr. Rockett~~issues ~~led~~and ~~the~~for being ~~strategic~~attuned ~~development~~to ~~program,~~client ~~providing~~objectives ~~reservoir management guidance~~ and ~~standards~~ ~~for~~the ~~long-term asset~~most ~~development,~~effective ~~and~~strategies ~~overseeing~~to ~~the~~achieve ~~business~~them. ~~unit~~He ~~reserves~~has ~~reporting~~been ~~process.~~named ~~His~~among ~~earlier~~Lawdragon’s ~~roles~~500 ~~at Chevron~~Leading ~~included~~Litigators ~~Advisor,~~in ~~Heavy~~America ~~Oil~~and inhas ~~Indonesia,~~received ~~Project~~additional ~~Manager~~recognition ~~for~~from ~~Special~~Best ~~Projects~~Lawyers in ~~California~~America, ~~Supervisor~~America’s ofMost ~~Production~~Honored ~~Operations~~Lawyers inTop ~~Lost~~1%, ~~Hills~~Florida Super Lawyers, ~~Advisor~~Florida ~~for~~Trend’s ~~Asset~~Legal ~~Development~~Elite, ~~and~~South ~~Reservoir~~Florida ~~Engineer~~Legal ~~for~~Guide ~~Kern~~Top ~~River~~Lawyer, ~~among~~Legal ~~others.~~Leaders ~~Mr. Rockett~~Top ~~began~~Lawyers ~~his~~in ~~career at Chevron~~Florida, asand ahas ~~Production~~earned ~~Engineer~~an ~~Intern~~AV inPreeminent ~~the~~rating ~~Mid~~from Martindale-~~Continent~~Hubbell. Mr. ~~Business~~Arrastia ~~Unit~~is ~~and~~a ~~later~~Senior ~~the~~Fellow ~~Gulf~~ of ~~Mexico~~the ~~Business~~Litigation ~~Unit.~~Counsel ~~Mr. Rockett~~of ~~holds~~America and a ~~Bachelor~~Fellow of ~~Science~~the inAmerican ~~Petroleum~~Bar ~~Engineering~~Foundation. ~~from~~We ~~The~~believe ~~University~~that ~~of Texas at Austin~~Mr. Arrastia’s ~~His~~ extensive ~~professional~~litigation, ~~experience~~arbitration, and ~~leadership~~regulatory ~~capabilities~~experience ~~have~~qualifies ~~established~~ him asto aserve ~~key~~as ~~figure~~Chief inLegal ~~the~~Officer ~~energy~~of ~~sector, driving innovation and operational excellence across Chevron’s global operations~~EMAT.

Justin Werner was appointed as a Director of WTMA on July 19, 2024 and has over 20 years of mining experience and has founded several successful Indonesian mining and exploration companies. He is currently the Managing Director of Nickel Mines Limited (ASX:NIC), a Nickel Laterite miner and Nickel Pig Iron producer listed on the ASX with a market cap of A$4 billion, located in the Morowali Regency, Sulawesi. Additionally, Mr. Werner serves as a Non-Executive Director of Alpha HPA (ASX:A4N), which is completing a bankable feasibility study for constructing a high-purity alumina plant to supply the Electric Vehicle market. Previously, Mr. Werner was the founding partner of PT Gemala Borneo Utama, an Indonesian mining and exploration company that successfully developed and brought into production the ‘Buduk’ heap leach gold project in Kalimantan. This project was sold in 2008 to PT Renaissance Capital, one of Indonesia’s largest private equity groups. PT Gemala Borneo Utama also conducted a successful exploration program on Romang Island, identifying a significant 1Moz polymetallic deposit with ASX-listed Robust Resources, until it was taken over in 2014 by Indonesian billionaire Anthony Salim for A$97 million. Mr. Werner also served as the Managing Director of ASX-listed Augur Resources, where he led the discovery of 1.54 million oz Au eq Randu Kuning deposit in Central Java, Indonesia. Before becoming a project developer, Mr. Werner led many successful turnaround projects for blue-chip mining companies around the globe, including BHP Billiton, Rio Tinto, Freeport McMoRan, Lihir Gold, and Placer Dome, delivering hundreds of millions of dollars in cost and productivity improvements. Justin Werner is a highly motivated individual focused on execution and project delivery, with extensive experience across various commodities and international mining jurisdictions, including Asia, America, and Australasia. Justin Werner holds a Bachelor of Arts in Management from the University of Sydney in Australia.Directors

35David Wilcox serves as Executive Chairman of the Board and as a Director of EM&T. He is also the Manager of Evolution Metals LLC. His career began at Deutsche Bank based in the London and New York offices, operating across four continents. David became a derivatives trading specialist who has run teams for regulatory overhaul initiatives worldwide, driving value from government policy change. He has a Bachelors in Business Administration from the University of Tennessee and a Post Graduate Degree in International Business from St. Mary’s University. in Twickenham, England. His vast experience in global finance and leadership will be pivotal in steering EM&T’s strategic direction and governance. We believe that Mr. Wilcox’s extensive professional experience in global finance and leadership qualifies him to serve as a director on the EM&T board of directors. Mr. Wilcox was elected at the June 2025 Business Combination Special Meeting to serve as a Class III director of EM&T upon the closing of the Business Combination.

Certain of WTMA’s officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of WTMA’s officers or directors become aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Delaware law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete the Business Combination. The Existing Charter contains a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with WTMA but not offered due to a WTMA director’s fiduciary duties to another entity. WTMA does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in the Existing Charter impacted its search for an acquisition target and WTMA was not prevented from reviewing any opportunities as a result of such waiver.62

~~Below~~Saul isLocker serves as a ~~table~~Director ~~summarizing~~of EMAT. Mr. Locker brings over four decades of leadership experience in the ~~entities~~corporate insurance, healthcare benefits, and employee benefit consulting industries. His career reflects a track record of building large-scale insurance platforms, managing national industry segments, leading sales organizations, and founding and scaling a successful benefits consulting firm, making him a strong addition to the ~~which~~EMAT ~~WTMA~~Board. Mr. Locker began his career in 1980 with Liberty Mutual, where he spent six years and rose to Regional Manager. He subsequently joined Alexander & Alexander, then the second-largest insurance brokerage in the world with more than 65,000 employees, serving for 12 years as Regional Vice President and as a member of its executive leadership team. Following Aon’s acquisition ~~officers~~of Alexander & Alexander in 1996, Mr. Locker became Regional President of Aon and ~~directors~~led ~~currently~~the ~~have~~National ~~fiduciary~~Healthcare Industry ~~duties~~segment, ~~contractual~~overseeing ~~obligations~~industry orstrategy, ~~other~~client ~~material~~development, ~~management~~and sales execution across the United States and internationally. ~~relationships~~In 1998, Mr. Locker founded Alexander Benefits Consulting, a firm he led as Chief Executive Officer and Owner until its sale to NFP/Aon in 2024. Under his leadership, the firm grew into a nationwide platform with offices in all major U.S. markets and a client base that included major health systems, academic institutions, and large employers across the country. Mr. Locker is widely recognized for creating and scaling the Healthcare Benefits Consulting Trust in 1993, later known as the Healthcare Benefits Alliance Trust, the largest industry benefits trust in the United States. The ~~fiduciary~~Trust ~~duties~~serves ~~owed~~more bythan 1,000 hospitals and over one million employees nationwide, offering employee benefit programs that delivered substantially improved coverage at up to 30% lower cost for participating employers. The Trust’s client roster includes leading institutions such ~~individuals~~as ~~are~~Trinity ~~generally~~Health, ~~prescribed~~Consolidated byCatholic ~~applicable~~Healthcare, ~~law~~Columbia ~~based~~University and its hospital system, Weill Cornell, Princeton University, Georgetown University, Notre Dame, and other major universities and healthcare systems. Mr. Locker successfully transitioned the Trust from Alexander & Alexander to Aon, and ultimately to Alexander Benefits Consulting. Mr. Locker holds an M.S. from Western Illinois University and an M.B.A. from Colorado State University. He was also a collegiate wrestler. He has served on several nonprofit boards in officer roles, including the ~~individual~~Girl Scouts of America, the Alzheimer’s ~~position~~Association, ~~with~~St. ~~such~~Joseph ~~entity~~Hospital (where he assisted in the funding and construction of the new hospital in Denver), and the Sisters of Charity of Leavenworth. We believe that Mr. Locker’s extensive experience in corporate insurance, large-scale benefit program design, national sales leadership, and organizational governance qualifies him to serve as a director on the EMAT Board of Directors. Mr. Locker was appointed by the EMAT Board on January 7, 2026 to serve as a Class III director of EMAT, effective immediately, to fill an existing vacancy on the Board due to the resignation of Chris Hansen as a Director of EMAT.

Individual	Entity	Entity’s Business	Affiliation
Daniel Mamadou	The Sponsor Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)	Technology Metals Technology Metals	Managing Member CEO
	Energy Transition Minerals Ltd (ACN 118 463 004, Australia)	Technology Metals	Managing Director
	DMB Capital Solutions Pte Ltd (Registration 201609607R, Singapore)	Technology Metals	CEO
	Welsbach Corporate Solutions FZ-LLC (Registration 2424289, United Arab Emirates)	Technology Metals	CEO
Christopher Clower	The Sponsor	Technology Metals	Managing Member
	Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)	Technology Metals	COO
	American Orient Capital Partners	Investment Banking	Director
John Stanfield	Aqueum Financial Asset Management, LLC	Investment Banking	CEO
	Perception Capital Corp. III	Investment Banking	CEO
	RCF Acquisition Corp.	Investment Banking	CFO
Dominik Oggenfuss	Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)	Technology Metals	Managing Partner
Matthew Rockett	Chevron	Energy	Manager
Justin Werner	Nickel Mines Limited Alpha HPA	Mining Technology Metals	Managing Director Director

Christopher C. Miller serves as a Director of EM&T. Mr. Miller was a public servant for 34 years in the Army and the national security apparatus of the United States. His service culminated as the Acting Secretary of Defense of the United States where he oversaw the military’s $720 billion budget and successfully led its two million service members and 700k civilian employees through one of the most tumultuous periods in American history. Currently he is the Chief Strategy Officer for DZYNE Technologies, a cutting-edge company specializing in autonomous flight and uncrewed aerial systems (aka “drones”) and advises the private equity firm, Highlander Partners of Dallas, Texas. Mr. Miller is one of his generation’s most seasoned national security professionals. He possesses extensive cross-cultural and multigenerational experience operating from the ground-level with foreign governments and leading U.S. and allied military and security forces, to the highest corridors of power domestically and internationally. He has extensive Intelligence Community experience as well. The Senate unanimously confirmed Mr. Miller on August 6, 2020 as the Director of the National Counterterrorism Center where he was responsible for defending the U.S from terrorist attacks. Prior to his confirmation, Chris led the Department of Defense’s counterterrorism and irregular warfare efforts. He also served temporarily as the Assistant Secretary of Defense for Special Operations with responsibility for fighting Al Qaida, recovering American hostages and transforming the DoD to compete against rising powers. In 2018 and 2019 Chris was the Special Assistant to the President for Counterterrorism and Transnational Threats at the White House. As the government’s senior most policy-making official in those fields, Chris developed and implemented strategy and policy and provided counsel to the National Security Advisor, Vice-President, and President. Chris enlisted in the Army Reserve in 1983. In 1987 he became an Army officer through R.O.T.C and served 27 years in the Infantry and Special Forces (Green Berets). He planned and participated in the invasions of Afghanistan in 2001 and Iraq in 2003, in addition to numerous other deployments worldwide. After retiring from the Army in 2014, he provided advice to senior government officials and drove change in the fields of Special Operations, Political Warfare and Intelligence. Raised in Iowa City, Iowa, Chris received a Bachelor of Arts in History from the George Washington University. He earned a Master of Arts degree in National Security Studies from the Naval War College and is a graduate of the Army War College. With over 30 years of proven success leading and managing teams and organizations in the most complex, dynamic, demanding, and sensitive environments, Chris remains committed to transforming antiquated thinking and processes to ensure a strong national defense and secure Republic while advocating for members of our Armed Forces, Veterans and their families. His experiences and philosophy are available in his recently published book, “Soldier-Secretary: Warnings from the Battlefield & the Pentagon about America’s Most Dangerous Enemies”. We believe that Mr. Miller’s extensive professional experience in national security, leadership, strategic planning, and operational management qualifies him to serve as a director on the EM&T board of directors. Mr. Miller was elected at the June 2025 Business Combination Special Meeting to serve as a Class II director of EM&T upon the closing of the Business Combination.

3663

~~Number~~Ambassador Robin S. Bernstein (ret.) serves as a Director of EM&T. Ambassador Bernstein was appointed by President Donald J. Trump to serve as the United States Ambassador to the Dominican Republic from July 2018 to January 2021. She has served as President of Richard S. Bernstein and Associates, ~~Terms~~Inc. of ~~Office~~West Palm Beach, Florida from 2004-2018 and ~~Appointment~~from 2018 to present, and is currently the Manager for Rbern Ventures, LLC, a business consulting company. Her over four decades of experience in business government and the non-profit community ~~Directors~~have demonstrated proven, resolute and ~~Officers~~successful leadership, diplomacy and management. Her vast variety of contacts in the areas of business, government and non-profit sectors have enabled her to contribute in many fields, such as education, disaster relief and women’s empowerment. Over the course of her career, Ambassador Bernstein has developed experience as an entrepreneur, diplomat, business consultant, insurance and real estate broker and registered representative of numerous companies. She has had the honor of serving two Presidential Administrations. Most recently, she retired as the U.S. Ambassador to the Dominican Republic and formerly served at the U.S. Department of Commerce in Washington, D.C. and Presidential transition team under President Jimmy Carter. Her work as an ambassador earned her many awards, most notably the Order of Duarte from the President of the Dominican Republic. Ambassador Bernstein has shown a demonstrated commitment to the non-profit sector serving on many boards and councils earning her many awards over the decades. She was Co-Founder of Palm Beach County Cares, a Florida relief effort for victims of Hurricane Maria in Puerto Rico and the Caribbean Islands, which delivered over 200,000 pounds of medicine and supplies to the ravaged islands. Ambassador Bernstein earned a double B.A. from American University, School of International Service in Language Area Studies and International Studies as well as an MBA from George Washington University, both in Washington, D.C. She speaks French and intermediate Spanish. We believe that Amb. Bernstein’s extensive professional experience in international relations, business strategy, leadership, and public service qualifies her to serve as a director on the EM&T board of directors. Ms. Bernstein was elected at the June 2025 Business Combination Special Meeting to serve as a Class II director of EM&T upon the closing of the Business Combination.

~~The~~Thomas ~~WTMA~~Stoddard ~~Board~~serves ~~consists~~as a Director of EM&T. Mr. Stoddard brings over 50 years of extensive experience in the real estate industry, with expertise spanning ~~five~~all ~~members~~facets of real estate development, ~~three~~operations, administration, accounting, and finance. He currently serves as the Chief Operating Officer at the UCR Group, LLC, a leading residential multi-family development and management firm. Throughout his distinguished career, he has gained experience across multiple property types, including hospitality, commercial office, industrial/R&D, residential housing, and retail. He has primarily held executive roles in finance for both public and private companies, contributing significantly to their success. Mr. Stoddard’s finance expertise includes serving as Corporate Treasurer for a public multinational real estate development firm, where he managed the financial operations of ~~whom~~eight ~~are~~regional ~~deemed~~offices ~~“independent”~~and ~~under~~maintained ~~SEC~~regular communication with corporate headquarters in Canada. His responsibilities have encompassed bank relations, money management and ~~Nasdaq~~investments, ~~rules~~corporate secured and unsecured lines of credit, standby letters of credit, construction and permanent financing, payroll administration, legal coordination, accounting, audits, and title company relationships. ~~Our~~In ~~directors~~addition to his financial acumen, Mr. Stoddard has extensive experience in real estate development and management. He served with a family-owned company managing full and limited-service hotels across the ~~structure~~United States, including prominent flags such as Marriott, Hyatt, Hilton, Wyndham, Radisson, and Best Western. His responsibilities included overseeing franchise agreements, management contracts, property development and rehabilitation, marketing and advertising, property improvement plans (PIP), leasing retail and restaurant space, parking agreements, and analyzing regional Star Reports. Mr. Stoddard earned a Finance degree in Business Administration from the University of Southern California, where he was awarded a full academic scholarship. He is also a licensed Real Estate Broker in the ~~board~~State of California, further enhancing his qualifications and contributions to the real estate industry. ~~will~~We ~~change~~believe ifthat Mr. Stoddard’s extensive professional experience in finance, real estate development, and operational management qualifies him to serve as a director on the ~~Business~~EM&T board of directors. Mr. Stoddard was elected at the June 2025 Business Combination isSpecial ~~consummated~~Meeting to serve as a Class I director of EM&T upon the closing of the Business Combination.

Our officers are appointed by the WTMA Board and serve at the discretion of the WTMA Board, rather than for specific terms of office. The WTMA Board is authorized to appoint persons to the offices set forth in our Existing Bylaws as it deems appropriate. Our Existing Bylaws provide that our directors may consist of a chairman of the WTMA Board, and that our officers may consist of chief executive officer, president, chief financial officer, vice president(s), secretary, treasurer and such other officers as may be determined by the WTMA Board.64

Corporate Governance

Composition of the Board of Directors

When considering whether directors have the experience, qualifications, attributes, and skills, taken as a whole, to enable EM&T’s Board of Directors to satisfy its oversight responsibilities effectively in light of the company’s business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information provided in their individual biographies set forth above. The Board seeks to ensure an appropriate mix of experience and skills relevant to the size and nature of EM&T’s business.

Director Independence

~~Nasdaq~~EM&T’s ~~listing~~Common ~~rules~~Stock ~~require that~~is ~~within~~listed ~~one~~on ~~year~~Nasdaq, and of the ~~listing~~company ofcomplies ~~our~~with ~~securities on~~ the ~~Nasdaq~~applicable ~~Capital~~rules ~~Market~~of wethat ~~have~~exchange atin ~~least~~determining ~~three~~whether ~~independent directors and that~~ a ~~majority~~director ofis ~~our board of directors be~~ independent. AnThe ~~“independent~~Board ~~director”~~has ~~is defined generally as~~ undertaken a ~~person~~review ~~other than an officer or employee~~ of the ~~company~~independence ~~or its subsidiaries or any other individual having a relationship which, in the opinion~~ of the ~~company’s board of~~ directors, ~~would~~and ~~interfere~~determined ~~with~~that ~~the~~each ~~director’s exercise~~ of ~~independent judgment in carrying out the responsibilities of a director. The WTMA Board has determined that~~ Mr. ~~Werner~~Locker, Mr. ~~Oggenfuss~~Miller, ~~and~~Ambassador Bernstein, and Mr. ~~Rockett~~Stoddard ~~are~~qualifies ~~each~~as an “independent ~~director~~” as defined inunder the ~~Nasdaq listing rules and~~ applicable ~~SEC~~Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. The Company will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must be approved by our audit committee and a majority of disinterested directors.

The Board’s Risk Oversight Role

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not currently have or anticipate having a standing risk management committee, but instead administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our compensation committee assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Committees of the Board of Directors

WeEM&T’s ~~have~~Board ~~two~~of ~~standing~~Directors ~~committees:~~directs the anmanagement ~~audit~~of ~~committee~~the ~~and~~company’s abusiness ~~compensation~~and ~~committee.~~affairs, ~~Each~~as ~~committee~~provided ~~operates~~ under aDelaware ~~charter~~law, ~~that~~and ~~has~~conducts ~~been~~its ~~approved~~work bythrough ~~our~~meetings ~~board~~ of ~~directors.~~the ~~The~~Board ~~composition~~ and ~~responsibilities~~its ofstanding ~~each~~committees. ~~committee~~The ~~are~~Board ~~described~~maintains ~~below.~~three ~~Subject~~standing tocommittees: ~~phase-in rules~~an ~~and~~Audit Committee, a ~~limited~~Compensation ~~exception~~Committee, ~~Nasdaq rules~~ and ~~Rule 10A-3 of the Exchange Act require that the audit committee of~~ a ~~listed company be comprised solely of independent~~ ~~directors,~~Nominating and ~~the~~Corporate ~~Nasdaq~~Governance ~~listing~~Committee, ~~rules~~each ~~require~~operating ~~that~~under ~~the compensation committee of~~ a ~~listed~~written ~~company be comprised solely of independent directors~~charter.

From time to time, the Board may establish special committees when it deems it necessary or advisable to address specific issues. Current copies of all committee charters are available on EM&T’s website as required by SEC and Nasdaq rules. Information on or accessible through the company’s website is not incorporated by reference into this Report and does not form part of it.

Audit Committee

WeEM&T’s ~~established~~Audit anCommittee ~~audit committee of the board of directors, which~~ consists of ~~Justin Werner~~Mr. Stoddard, Mr. Locker, ~~Dominik Oggenfuss~~ and ~~Matthew Rockett~~Mr. Miller, ~~Dominik~~with ~~Oggenfuss~~Mr. Stoddard ~~serves~~serving as ~~chairman of the audit committee~~Chair. ~~Under~~The ~~the~~Board ~~Nasdaq~~has ~~listing~~determined ~~rules~~that ~~and~~each ~~applicable~~of ~~SEC~~these ~~rules,~~directors wemeets the ~~are~~independence ~~required~~requirements ~~to have at least three members~~ of the ~~audit~~ ~~committee,~~Sarbanes-Oxley ~~all of whom must be independent~~Act, ~~subject~~Rule 10A-3 tounder ~~certain~~the ~~phase-in~~Exchange ~~provisions~~Act, ~~which~~and wethe ~~are~~Nasdaq ~~not~~listing ~~taking advantage of~~standards. ~~Justin~~ ~~Werner,~~Each ~~Dominik~~member ~~Oggenfuss~~of ~~and~~the ~~Matthew~~Audit ~~Rockett~~Committee ~~meet~~is ~~the~~able ~~independent~~to ~~director~~read ~~standard~~and ~~under~~understand ~~Nasdaq~~fundamental ~~listing~~financial ~~rules~~statements ~~and~~in ~~under~~accordance ~~Rule 10-A-3(b)(1) of the~~with ~~Exchange Act~~Nasdaq requirements.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Oggenfuss qualifies as an “audit committee financial expert” as defined in the applicable SEC rules.65

WeThe ~~have~~Board ~~adopted~~has further determined that Mr. Stoddard qualifies as an “audit committee ~~charter,~~ ~~which~~financial ~~details~~expert” within the ~~principal~~meaning ~~functions~~ of ~~the~~SEC ~~audit~~regulations ~~committee~~and satisfies Nasdaq’s financial sophistication standards, ~~including:~~based on his formal education and extensive experience in financial and accounting roles.

●The ~~meeting~~audit ~~with~~committee’s ~~our~~responsibilities ~~independent registered public accounting firm regarding~~include, among other ~~issues, audits, and the adequacy of our accounting and control systems;~~things:

● ~~monitoring~~appointing, ~~the~~compensating, ~~independence~~retaining, ofevaluating, ~~the~~terminating and overseeing EM&T’s independent registered public accounting firm;

● ~~verifying~~discussing ~~the~~with ~~rotation~~EM&T’s ofindependent ~~the~~registered ~~lead~~public ~~(or~~accounting ~~coordinating)~~firm ~~audit~~their ~~partner~~independence ~~having~~from ~~primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law~~management;

● ~~inquiring~~reviewing ~~and~~with ~~discussing~~EM&T’s ~~with~~independent ~~management~~registered ~~our~~public ~~compliance~~accounting ~~with~~firm ~~applicable~~the ~~laws~~scope and ~~regulations~~results of their audit;

● pre-approving all audit ~~services~~ and ~~permitted~~permissible non-audit services to be performed by ~~our~~EM&T’s independent registered public accounting firm~~, including the fees and terms of the services to be performed~~;

● ~~appointing~~overseeing orthe ~~replacing~~financial ~~the~~reporting process and discussing with management and EM&T’s independent registered public accounting firm the interim and annual financial statements that EM&T files with the SEC;

● ~~determining~~reviewing ~~the compensation~~ and ~~oversight~~monitoring ofEM&T’s ~~the~~accounting ~~work~~principles, ~~of the registered public~~ accounting ~~firm~~policies, ~~(including~~financial ~~resolution of disagreements between management~~ and ~~the registered public~~ accounting ~~firm~~controls ~~regarding~~and ~~financial~~compliance ~~reporting)~~with ~~for~~legal ~~the~~and ~~purpose~~regulatory ~~of preparing or issuing an audit report or related work~~requirements;

● ~~establishing~~reviewing ~~procedures~~related ~~for~~party ~~the~~transactions; ~~receipt, retention~~ and ~~treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;~~

● ~~monitoring~~establishing ~~compliance~~procedures onfor athe ~~quarterly~~confidential ~~basis~~anonymous ~~with~~submission ~~the terms~~ of ~~this~~concerns ~~offering~~regarding ~~and,~~questionable ~~if any noncompliance is identified~~accounting, ~~immediately~~internal ~~taking~~controls ~~all action necessary to rectify such noncompliance~~ or ~~otherwise~~auditing ~~causing compliance with the terms of this offering; and~~matters.

● reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Director Nominations

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the WTMA Board. The WTMA Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. Mr. Werner, Mr. Oggenfuss and Mr. Rockett will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The WTMA Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the WTMA Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee

WeEM&T’s ~~established~~Compensation aCommittee ~~compensation~~consists ~~committee~~ of ~~the~~Mr. Locker, ~~board~~Mr. Stoddard, ~~of directors~~Mr. Miller, ~~which~~and ~~consists~~Ambassador ~~of Justin Werner~~Bernstein, ~~Dominik~~with ~~Oggenfuss and Matthew Rockett~~Mr. Locker ~~Matthew~~serving ~~Rockett serves~~ as ~~chairman~~ ~~of the compensation committee~~Chair. ~~Under~~The ~~the~~Board ~~Nasdaq listing rules and applicable SEC rules, we are required to have at least two~~has ~~members~~determined ofthat ~~the~~each ~~compensation committee, all~~ of ~~whom~~these ~~must~~directors beis “independent,” ~~subject to certain phase-in provisions which we are not taking advantage of. Justin Werner, Dominik Oggenfuss and Matthew Rockett meet the independent director standard~~ under Nasdaq ~~listing~~and ~~rules~~SEC ~~applicable to members of the compensation committee~~standards.

~~Our~~The compensation committee’s responsibilities ~~charter~~include, ~~details~~among ~~the~~other ~~principal functions of the compensation committee, including~~things:

● reviewing and approving, oneither analone ~~annual~~or ~~basis~~together with the ~~corporate~~other ~~goals~~independent ~~and~~members ~~objectives~~of ~~relevant~~the toboard ~~our~~of ~~chief~~directors, ~~executive~~the ~~officer’s~~ compensation, ~~evaluating~~of ~~our chief executive officer~~EM&T’s ~~performance~~Chief inExecutive ~~light~~Officer ~~of such goals~~ and ~~objectives and determining and approving the remuneration (if any) of~~ our ~~chief~~other executive ~~officer’s based on such evaluation~~officers;

● reviewing and ~~approving~~recommending ~~the~~to ~~compensation~~our ofboard ~~all~~ of ~~our~~directors ~~other~~the ~~Section~~compensation 16of ~~executive~~EM&T’s ~~officers~~non-employee directors;

● ~~reviewing~~selecting ~~our~~compensation ~~executive~~consultants ~~compensation~~and ~~policies~~advisors and ~~plans~~assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; and

● ~~implementing~~reviewing ~~and~~any ~~administering~~equity ~~our~~plans ~~incentive~~proposed ~~compensation~~to ~~equity-based~~be ~~remuneration~~adopted ~~plans;~~by EM&T.

●Nominating ~~assisting management in complying with our proxy statement~~ and ~~annual~~Corporate ~~report~~Governance ~~disclosure requirements;~~Committee

●EM&T’s ~~approving~~Nominating ~~all~~and ~~special~~Corporate ~~perquisites,~~Governance Committee ~~special~~consists ~~cash~~of ~~payments~~Mr. Locker, Mr. Stoddard, Mr. Miller, and ~~other~~Ambassador ~~special~~Bernstein, ~~compensation~~with ~~and~~Mr. Locker ~~benefit~~serving ~~arrangements~~as ~~for~~Chair. The ~~our~~Board ~~executive~~has ~~officers~~determined that all members are “independent” under Nasdaq and ~~employees;~~SEC standards.

●The ~~producing~~nominating aand ~~report~~corporate ongovernance ~~executive~~committee’s responsibilities ~~compensation~~include, toamong beother ~~included in our annual proxy statement; and~~things:

● ~~reviewing,~~identifying ~~evaluating~~individuals ~~and~~qualified ~~recommending~~to ~~changes,~~become ifmembers ~~appropriate~~of EM&T’s board of directors, toconsistent ~~the~~with ~~remuneration~~criteria ~~for~~approved by EM&T’s board of directors.;

~~The~~● ~~compensation~~recommending ~~committee charter~~to ~~also~~EM&T’s ~~provides~~board ~~that~~of ~~the~~directors ~~compensation committee may, in its sole discretion, retain or obtain~~ the ~~advice~~nominees ~~of a compensation consultant, legal counsel or other adviser and will be directly responsible~~ for ~~the~~election ~~appointment,~~to ~~compensation~~EM&T’s ~~and~~board ~~oversight~~ of ~~the~~directors ~~work~~at ofannual ~~any~~meetings ~~such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence~~ of ~~each~~EM&T’s ~~such adviser, including the factors required by Nasdaq and the SEC.~~stockholders;

38● overseeing an evaluation of EM&T’s board of directors and its committees; and

~~Compensation~~● ~~Committee~~developing ~~Interlocks~~ and ~~Insider Participation~~recommending to EM&T’s board of directors a set of corporate governance guidelines.

None of our officers currently serves, or in the past year has served as a member of the compensation committee of any other entity that has one or more executive officers serving on the WTMA Board. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other entity that has one or more executive officers serving on our compensation committee.66

Code of ~~Conduct and~~ Ethics

WeEM&T has adopted a ~~code~~Code of ~~conduct and~~Ethics ~~ethics~~ that applies to all ofdirectors, ~~our~~ executive officers, ~~directors,~~ and employees., ~~The~~including ~~code~~the ofprincipal ~~ethics~~executive ~~codifies~~officer, ~~the~~principal ~~business~~financial ~~and~~officer, ~~ethical~~principal ~~principles~~accounting ~~that~~officer ~~govern~~or ~~all~~controller, ~~aspects~~and persons performing similar functions. The Code of ~~our~~Ethics ~~business~~is available on the company’s website at www.evolution-metals.com.

~~WTMA~~EM&T ~~has~~makes ~~filed~~any alegally ~~copy~~required ~~of its~~disclosures ~~Code~~regarding ofamendments ~~Ethics~~to, inor ~~its~~waivers ~~SEC~~of, ~~filings~~provisions ~~and~~of itits ~~may~~Code beof ~~viewed~~Ethics byon ~~accessing~~its ~~WTMA’s~~website ~~public~~rather ~~filings~~than atby ~~the~~filing ~~SEC’s~~a ~~web~~Current ~~site~~Report aton Form ~~www~~8-K.~~sec.gov.~~ Information Inon ~~addition,~~or aaccessible ~~copy~~through of the ~~Code~~website ofis ~~Ethics~~not ~~will~~incorporated beby ~~provided~~reference ~~without~~into ~~charge~~this ~~upon~~Report ~~request~~and ~~from~~does ~~WTMA. WTMA~~not ~~intends~~form topart ~~disclose any amendments to or waivers~~ of ~~certain provisions of its Code of Ethics in a Current Report on Form 8-K~~it.

Insider Trading Policy

WeOur ~~have~~Board ~~not~~has adopted aan ~~formal~~ insider trading policy governing ~~as of~~ the ~~date~~purchase, ofsale ~~this~~and/or ~~Report.~~other Wedispositions ~~are~~of aits ~~special~~securities ~~purpose~~by ~~acquisition~~directors, ~~company~~officers ~~with~~and ~~limited~~certain ~~operations~~employees ~~and~~that ais ~~small~~reasonably ~~number~~designed ~~of individuals who may have access~~ to ~~material~~promote ~~nonpublic~~compliance ~~information.~~with ~~Given~~insider ~~our~~trading ~~current~~laws, ~~stage~~rules ~~of development~~ and ~~the~~regulations. ~~narrow~~Our ~~scope of~~insider ~~our~~trading ~~business~~policy ~~activities,~~is weavailable ~~believe~~on ~~that~~ our ~~existing procedures and oversight are sufficient to ensure compliance with federal securities~~corporate ~~laws~~website, ~~including~~www.evolution-metals.com ~~those~~under ~~prohibiting~~“Investor ~~insider trading~~Relations”.

~~Nevertheless,~~Whistleblower we remain fully committed to upholding all applicable securities laws. Our directors and officers understand that they must maintain the confidentiality of any material nonpublic information and refrain from trading on such information. We will continue to evaluate the need to adopt a formal insider trading policy prior to or in connection with the completion of our initial business combination. It is our present intention to adopt a more comprehensive insider trading policy following the consummation of business combination, when our operations and personnel needs are expected to expand.Policy

~~Delinquent~~Our ~~Section~~Board ~~16(~~has adopted a) ~~Reports~~whistleblower policy to provide employees with a confidential and anonymous method for reporting concerns about the conduct of the Company or employees free from retaliation. Our whistleblower policy is available on our corporate website, www.evolution-metals.com under “Investor Relations”.

~~Section~~Compensation ~~16(a)~~Recovery of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s securities. Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. To our knowledge, based solely on the review of the copies of these forms furnished to us and representations that no other reports were required, the Company believes that all forms required to be filed under Section 16 of the Exchange Act for the year ended December 31, 2024 were filed timely.Policy

Our Board has adopted a compensation recovery policy, which provides that in the event the Company is required to prepare an accounting restatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or the Company determines there has been a significant misconduct that causes financial or reputational harm, the Company shall recover a portion or all of any incentive compensation. Our compensation recovery policy is available on our corporate website, www.evolution-metals.com under “Investor Relations”.

Compensation Committee Interlocks and Insider Participation

None of EM&T’s executive officers serves, or has served during the past year, as a member of the board of directors or compensation committee of any entity, other than EM, that has one or more executive officers serving on EM&T’s Board of Directors.

Limitation on Liability and Indemnification of Directors and Officers

EM&T’s Charter limits the liability of its directors to the fullest extent permitted under the Delaware General Corporation Law (“DGCL”). The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

●

for any transaction from which the director derives an improper personal benefit;

●

for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●

for any unlawful payment of dividends or redemption of shares; or

●

for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to further limit or eliminate directors’ personal liability, the liability of EM&T’s directors is automatically limited to the fullest extent permitted by such amendment.

Delaware law and EM&T’s Bylaws provide that the company indemnifies its directors and officers, and may indemnify employees and other agents, to the fullest extent permitted by law. Any indemnified person is entitled, subject to certain limitations, to advancement or reimbursement of reasonable expenses (including attorneys’ fees) in advance of the final disposition of a proceeding.

EM&T has entered into separate indemnification agreements with each of its directors and executive officers. These agreements require the company to indemnify them for certain expenses, judgments, fines, and settlements incurred in actions arising out of their service to EM&T or to other entities at the company’s request.

The company maintains directors’ and officers’ liability insurance covering its directors and officers for actions taken in their capacities as such. The Board believes these provisions and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or controlling persons of the company, the SEC has advised that such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 11. Executive Compensation.

NoEvolution ~~executive~~Metals officer has received any cash compensation for services rendered to us during the year ended December 31, 2024. No compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.LLC

39EM is an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, it has opted to comply with the executive compensation disclosure rules applicable to emerging growth companies. As an emerging growth company, it is exempt from certain requirements related to executive compensation, including the requirement to provide information relating to the ratio of total compensation of its manager to the median of the annual total compensation of all of its employees.

~~After~~For ~~our~~purposes ~~initial~~of ~~business~~this disclosure ~~combination,~~and ~~members~~Item 402 of ~~our~~Regulation S-K, ~~management~~we ~~team~~view ~~who~~David ~~remain~~Wilcox, ~~with~~EM’s usmanager, ~~may~~as bethe ~~paid~~only ~~consulting,~~named ~~management~~executive orofficer ~~other~~with ~~fees~~respect ~~from~~to EM. No ~~the~~compensation ~~combined~~or ~~company with~~benefits ~~any~~were ~~and~~paid ~~all~~or ~~amounts~~provided ~~being~~to ~~fully~~Mr. Wilcox ~~disclosed~~for tohis ~~stockholders,~~services to EM during the ~~extent~~year ~~then~~ended ~~known~~December 31, 2025 inand 2024. Further, during the ~~proxy~~year ~~solicitation~~ended ~~materials~~December 31, ~~furnished to~~2025 ~~our~~and ~~stockholders~~2024, Mr. Wilcox Itwas isnot ~~unlikely~~party ~~the~~to ~~amount~~any ofemployment ~~such~~agreement or other compensation-related ~~will~~arrangement bewith ~~known~~EM. Further. atEM ~~the~~did ~~time~~not ofmaintain aan ~~stockholder~~equity ~~meeting~~compensation ~~held~~program toor ~~consider our~~have ~~initial~~any ~~business~~equity awards ~~combination,~~outstanding as itof ~~will~~December 31, be2025. upThis todisclosure ~~the~~therefore ~~directors~~does ofnot ~~the~~include ~~post-combination~~a ~~business~~Summary toCompensation ~~determine~~Table, ~~executive~~an ~~and director~~Outstanding ~~compensation.~~Equity InAwards ~~this~~at ~~event,~~Fiscal ~~such~~Year-End ~~compensation~~table, ~~will~~an beEquity ~~publicly~~Compensation ~~disclosed~~Plan atInformation ~~the~~table ~~time~~or ofnarrative ~~its~~disclosures ~~determination~~under inItem 402 aor Item 201(d), ~~Current~~as ~~Report~~applicable, onof ~~Form 8~~Regulation S-K, asbecause ~~required~~there bywould ~~the~~be ~~SEC~~nothing to disclose in such tables and narratives.

~~Overview~~Welsbach ofTechnology ~~Anticipated~~Metals ~~Executive~~Acquisition ~~Compensation Program~~Corp.

~~Following~~No ~~the~~executive ~~consummation~~officer or director of ~~the~~Welsbach ~~Business~~Technology ~~Combination,~~Metals ~~decisions~~Acquisition ~~with~~Corp. ~~respect~~(“WTMA”) toreceived ~~the~~any compensation offor ~~our~~services ~~executive~~rendered ~~officers,~~to ~~including~~WTMA ~~our~~during ~~named~~the year ~~executive~~ended ~~officers~~December 31, ~~will~~ be2025 ~~made~~and by2024. ~~the~~Prior ~~compensation~~to ~~committee~~the ofconsummation ~~our board~~ of ~~directors.~~the ~~The~~Business ~~following~~Combination, ~~discussion~~WTMA isdid ~~based~~not onpay, ~~the~~and ~~present~~was ~~expectations~~not asobligated to ~~the~~pay, any compensation or fees of ~~our~~any ~~executive~~kind, ~~officers~~including ~~and~~finder’s ~~directors~~fees, ~~following~~consulting ~~the~~fees, ~~Business~~or ~~Combination.~~other ~~The~~similar ~~actual~~fees, ~~compensation~~to any of ~~our~~its executive officers, ~~will~~directors, ~~depend~~or onother ~~the~~insiders ~~judgment~~for ofservices ~~the~~rendered ~~members~~prior ofto ~~the~~or ~~compensation~~in ~~committee~~connection ~~and~~with ~~may differ from that set forth in~~ the ~~following discussion~~Business Combination.

WeWTMA’s ~~anticipate that compensation for our~~ executive officers ~~will~~and ~~have~~directors ~~the~~were entitled ~~following~~to ~~components:~~reimbursement ~~base~~for ~~salary,~~out-of-pocket ~~cash~~expenses ~~bonus~~incurred ~~opportunities,~~in ~~equity~~connection ~~compensation,~~with ~~employee~~activities ~~benefits, executive~~undertaken ~~perquisites~~on ~~and~~WTMA’s ~~severance benefits. Base salaries~~behalf, ~~employee~~including activities ~~benefits,~~related ~~executive perquisites and severance benefits will be designed~~ to ~~attract~~the ~~and~~Business ~~retain senior management talent~~Combination. WeThere ~~will~~were ~~also~~no ~~use~~material ~~annual~~reimbursable ~~cash~~out-of-pocket ~~bonuses~~expenses ~~and~~incurred ~~equity~~by ~~awards~~such ~~to promote performance-based pay~~individuals ~~that~~prior ~~aligns~~to the ~~interests~~closing of ~~our executive officers with~~ the ~~long-term interests~~Business ~~of our equity-owners and to enhance executive retention~~Combination.

~~Annual Bonuses~~68

We expect that we will use annual cash incentive bonuses for the executive officers to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to our performance. We expect that, near the beginning of each year, the compensation committee will select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the executive officers.

Following the end of each year, the compensation committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers.

Stock-Based Awards

Pursuant to the Merger Agreement, we expect that New EM will grant certain stock option awards to certain service providers following the consummation of the Merger, including certain of our executive officers, based on New EM achieving specified goals related to New EM’s revenue and EBITDA, as further described in the Merger Agreement, in each of fiscal years 2025, 2026, 2027, and 2028, with such awards covering up to a maximum 2.05 million shares of New EM Common Stock for each fiscal year, or up to an aggregate of 8.2 million shares. At this time, it has not been determined to whom and in what proportion these grants will be made.

We expect to use stock-based awards in future years to promote our interest by providing our executive officers with the opportunity to acquire equity interests as an incentive for remaining in our service, which will also align the executive officers’ interests with those of our equity holders.

Other Compensation

We expect to continue to offer various employee benefit plans. We may also provide our executive officers with perquisites and personal benefits that are not generally available to all employees.

Director Compensation

Following the Business Combination, our non-employee directors will receive varying levels of compensation for their services as directors and members of committees of our board of directors. We anticipate determining director compensation in accordance with industry practice and standards.

Employment Agreements

InOn ~~connection~~January 5, ~~with the Business Combination~~2026, weEMAT ~~expect~~entered tointo ~~enter~~the ~~into~~following executive employment agreements ~~with certain of our executive officers~~.

New Executive Chairman Agreement

On January 5, 2026, EMAT entered into an executive employment agreement (the “Executive Chairman Agreement”) with David Wilcox (referred to in this section titled New Executive Chairman Agreement as “Executive”). The Executive Chairman Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,500,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators Pursuant to the Executive Chairman Agreement, Executive is entitled to receive stock options covering 13,816,043 shares of EMAT common stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee. Executive may also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee. Upon a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable), reimbursable business expenses, and vested benefits under applicable benefit plans. If Executive is terminated by the Company without Cause or resigns for Good Reason (each as defined in the Executive Chairman Agreement), and Executive executes a separation agreement and release that becomes final and irrevocable, Executive will also receive: (i) severance equal to 12 months of Base Salary, payable in installments; (ii) Company-paid COBRA premiums for up to 12 months; (iii) a lump-sum bonus equal to 100% of Base Salary for the year of termination, paid at the same time bonuses are paid to other executives; and (iv) immediate vesting of all unvested equity awards, subject to post-termination trading restrictions. If Executive’s employment is terminated within 12 months following a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards. The Executive Chairman Agreement includes customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New CEO Agreement

On January 5, 2026, EMAT entered into an executive employment agreement (the “CEO Agreement”) with Frank Moon (referred to in this section titled New CEO Agreement as “Executive”). The CEO Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,500,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators. Pursuant to the CEO Agreement, Executive is entitled to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee. Executive may also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee. Upon a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable), reimbursable business expenses, and vested benefits under applicable benefit plans. If Executive is terminated by the Company without Cause or resigns for Good Reason (each as defined in the CEO Agreement), and Executive executes a separation agreement and release that becomes final and irrevocable, Executive will also receive: (i) severance equal to 12 months of Base Salary, payable in installments; (ii) Company-paid COBRA premiums for up to 12 months; (iii) a lump-sum bonus equal to 100% of Base Salary for the year of termination, paid at the same time bonuses are paid to other executives; and (iv) immediate vesting of all unvested equity awards, subject to post-termination trading restrictions. If Executive’s employment is terminated within 12 months following a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards. The CEO Agreement includes customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New President Agreement

On January 5, 2026, EMAT entered into an executive employment agreement (the “President Agreement”) with Andrew Knaggs (referred to in this section titled New President Agreement as “Executive”). The President Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,300,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators. Pursuant to the President Agreement, Executive is entitled to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee. Executive may also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee. Upon a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable), reimbursable business expenses, and vested benefits under applicable benefit plans. If Executive is terminated by the Company without Cause or resigns for Good Reason (each as defined in the President Agreement), and Executive executes a separation agreement and release that becomes final and irrevocable, Executive will also receive: (i) severance equal to 12 months of Base Salary, payable in installments; (ii) Company-paid COBRA premiums for up to 12 months; (iii) a lump-sum bonus equal to 100% of Base Salary for the year of termination, paid at the same time bonuses are paid to other executives; and (iv) immediate vesting of all unvested equity awards, subject to post-termination trading restrictions. If Executive’s employment is terminated within 12 months following a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards. The President Agreement includes customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New CFO and COO Agreement

On January 5, 2026, EMAT entered into an executive employment agreement (the “CFO COO Agreement”) with Christopher Clower (referred to in this section titled New CFO COO Agreement as “Executive”). The CFO COO Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,000,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators. Pursuant to the CFO COO Agreement, Executive is entitled to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee. Executive may also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee. Upon a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable), reimbursable business expenses, and vested benefits under applicable benefit plans. If Executive is terminated by the Company without Cause or resigns for Good Reason (each as defined in the CFO COO Agreement), and Executive executes a separation agreement and release that becomes final and irrevocable, Executive will also receive: (i) severance equal to 12 months of Base Salary, payable in installments; (ii) Company-paid COBRA premiums for up to 12 months; (iii) a lump-sum bonus equal to 100% of Base Salary for the year of termination, paid at the same time bonuses are paid to other executives; and (iv) immediate vesting of all unvested equity awards, subject to post-termination trading restrictions. If Executive’s employment is terminated within 12 months following a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards. The President Agreement includes customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New CLO Agreement

On January 5, 2026, EMAT entered into an executive employment agreement (the “CLO Agreement”) with John Arrastia (referred to in this section titled New CLO Agreement as “Executive”). The CLO Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,300,000 (the “Base Salary’) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators. Pursuant to the CLO Agreement, Executive is entitled to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee. Executive may also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee. Upon a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable), reimbursable business expenses, and vested benefits under applicable benefit plans. If Executive is terminated by the Company without Cause or resigns for Good Reason (each as defined in the CLO Agreement), and Executive executes a separation agreement and release that becomes final and irrevocable, Executive will also receive: (i) severance equal to 12 months of Base Salary, payable in installments; (ii) Company-paid COBRA premiums for up to 12 months; (iii) a lump-sum bonus equal to 100% of Base Salary for the year of termination, paid at the same time bonuses are paid to other executives; and (iv) immediate vesting of all unvested equity awards, subject to post-termination trading restrictions. If Executive’s employment is terminated within 12 months following a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards. The President Agreement includes customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

Equity Incentive Plan

At the September 2, 2025, Special Meeting, WTMA stockholders confirmed their approval and adoption of the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (the “Equity Incentive Plan”), which the WTMA stockholders previously approved and adopted at the special meeting of WTMA stockholders held on June 26, 2025 (the “June Special Meeting”). The Equity Incentive Plan became effective upon the Closing Date. The Equity Incentive Plan will allow the Company to make equity and equity-based incentive awards, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and certain other awards based on or related to shares of EMAT Common Stock, to officers, employees, directors and consultants.

Equity Incentive Plan Limits. 225,000,000 shares of Common Stock will be initially available for issuance or transfer pursuant to awards under the Equity Incentive Plan. On January 1st of each calendar year commencing January 1, 2026 and ending January 1, 2035, an additional number of shares of Common Stock will become available under the Equity Incentive Plan, with each such annual increase equal to the lesser of (A) 3% of the number of shares of Common Stock outstanding on December 31^st of the immediately preceding calendar year, or (B) such lesser number of shares of Common Stock as determined by the EM&T board of directors or the compensation committee of such board (the “Share Pool.) The Share Pool is subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, reverse stock split, other similar change in the corporate structure of EM&T, or other corporate transaction or event having an effect similar to any of the foregoing, as further described in the Equity Incentive Plan (each, an “Adjustment Event”). The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed 225,00,000, as adjusted for Adjustment Events in accordance with the terms of the Equity Incentive Plan.

Share Recycling Provisions. The Equity Incentive Plan contains share recycling provisions. Shares underlying any awards under the Equity Incentive Plan that expire, are forfeited, become un-exercisable (as applicable) without being exercised in full, are repurchased by EM&T for failure to vest, or are held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding will be added back to the shares available for issuance under the Equity Incentive Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options. With respect to stock appreciation rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the Equity Incentive Plan, and all remaining shares under stock appreciation rights will remain available for future grant or sale. To the extent an award under the Equity Incentive Plan is paid in cash rather than in shares, such cash payment will not result in reducing the number of shares available for issuance under the Equity Incentive Plan.

Non-Employee Director Compensation Limit. The Equity Incentive Plan contains a limitation whereby the value of all awards under the Equity Incentive Plan plus all other compensation (cash and non-cash) paid or granted by EM&T to any non-employee director may not exceed $750,000 in any other calendar year (measured at the date of grant, as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes), provided, however, that this limit shall not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by EM&T or compensation received by the director in his or her capacity as an executive officer or employee of EM&T.

Administration. The Equity Incentive Plan will generally be administered by the compensation committee of EM&T’s board of directors, EM&T’s board of directors or such other committee constituted pursuant to the terms of the Equity Incentive Plan. The plan administrator, which initially will be the compensation committee of EM&T’s board of directors, will have full power to (among other things) select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Equity Incentive Plan. The plan administrator may provide for vesting acceleration or waiver of forfeiture restrictions with respect to awards under the Equity Incentive Plan.

Eligibility. Persons eligible to participate in the Equity Incentive Plan will be employees and consultants (who are permissible grantees under Form S-8) of EM&T and its subsidiaries, and non-employee members of the Board of Directors of EM&T, as selected from time to time by the plan administrator in its discretion. The basis for participation in the Equity Incentive Plan by eligible persons is the selection of such persons for participation by the plan administrator in its discretion.

Types of Awards Under the Equity Incentive Plan. Pursuant to the Equity Incentive Plan, EM&T may grant stock options (including stock options intended to be “incentive stock options” as defined in Section 422 of the Code (“Incentive Stock Options”)), stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and certain other awards based on or related to shares of EM&T Common Stock.

Generally, each grant of an award under the Equity Incentive Plan will be evidenced by an award agreement which will contain such terms and provisions as the plan administrator may determine, consistent with the Equity Incentive Plan. A brief description of the types of awards which may be granted under the Equity Incentive Plan is set forth below.

Stock Options. The Equity Incentive Plan permits the granting of both options to purchase EM&T Common Stock intended to qualify as Incentive Stock Options and options that are not intended to so qualify. Options granted under the Equity Incentive Plan will be non-qualified options if they fail to qualify as Incentive Stock Options or exceed the annual limit on Incentive Stock Options. Incentive Stock Options may only be granted to employees of EM&T and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive awards under the Equity Incentive Plan. Except with respect to certain awards issued in substitution for or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with EM&T or any of its subsidiaries, Incentive Stock Options and non-qualified options must have an exercise price not less than 100% of the fair market value (as defined in the Equity Incentive Plan) of the EM&T Common Stock on the date of grant or, in the case of an incentive stock option granted to a holder of more than 10% of the total voting power of EM&T or one of its subsidiaries, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of options, the option exercise price must be paid in full in a form of consideration approved by the plan administrator, which may include (1) cash, (2) check, (3) promissory note (to the extent permitted by applicable laws), (4) other shares of EM&T Common Stock (subject to certain limitations described in the Equity Incentive Plan), (5) to the extent permitted by applicable law, consideration received by EM&T under a broker assisted (or other) cashless exercise program implemented by EM&T, (6) net exercise, (7) such other consideration and method of payment permitted by law, or (8) a combination of the foregoing.

Stock Appreciation Rights. The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of EM&T Common Stock, or cash, equal to the value of the appreciation in EM&T’s stock price over the exercise price. Except with respect to certain awards issued in substitution for or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with EM&T or any of its subsidiaries, the exercise price of a stock appreciation right may not be less than 100% of the fair market value of EM&T Common Stock on the date of grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

Restricted Shares and Restricted Stock Units. Restricted stock constitutes an immediate transfer of the ownership of shares of EM&T Common Stock to the participant, subject to restrictions prescribed with respect to the award. During the period in which restricted stock is subject to restrictions, the holder thereof may exercise full voting rights with respect to the restricted stock, unless the plan administrator determines otherwise.

Restricted stock units awarded under the Equity Incentive Plan constitute an agreement by EM&T to deliver shares of EM&T Common Stock, cash, or a combination of the two, subject to the fulfillment of such conditions (which may include the achievement of company-wide objectives) during the restriction period as the plan administrator may specify.

The plan administrator may award restricted shares of EM&T Common Stock and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with EM&T through a specified vesting period.

During the restriction period for a restricted stock award, the holder thereof will be entitled to receive all dividends and other distributions paid with respect to such restricted stock, unless the plan administrator provides otherwise. If any such dividends or distributions are paid in shares of EM&T Common Stock, such shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid. The plan administrator may, with respect to grants of restricted stock units, grant dividend equivalent rights to participants that entitle the recipient to receive credits for cash dividends that would be paid if the recipient had held a specified number of shares of EM&T Common Stock, which dividend equivalent units may be credited as either cash or additional restricted stock units and will be subject to the same terms and conditions (and settled in the same manner) as the restricted stock units to which they relate.

Performance Units and Performance Shares. The plan administrator may grant performance units and performance shares on terms and conditions as it may determine in accordance with the Equity Incentive Plan. A performance unit will have an initial value determined by the plan administrator at grant, and a performance share will have an initial value equal to the fair market value of a share of EM&T Common Stock on the date of grant. Such awards will be subject to performance objectives or other vesting provisions determined by the plan administrator. As further described in the Equity Incentive Plan, performance measures for Equity Incentive Plan awards may be based upon one or more of the following, as determined by the plan administrator, or such criteria as the plan administrator may determine: (1) revenue; (2) sales; (3) expenses; (4) operating income; (5) gross margin; (6) operating margin; (7) earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; (8) pre-tax profit; (9) net operating income; (10) net income; (11) economic value added; (12) free cash flow; (13) operating cash flow; (14) balance of cash, cash equivalents and marketable securities; (15) stock price; (16) earnings per share; (17) return on shareholder equity; (18) return on capital; (19) return on assets; (20) return on investment; (21) total shareholder return; (22) employee satisfaction; (23) employee retention; (24) market share; (25) customer satisfaction; (26) product development; (27) research and development expenses; (28) completion of an identified special project; and (29) completion of a joint venture or other corporate transaction. If the plan administrator determines that a change in the business, operations, corporate structure or capital structure of EM&T, or the manner in which it conducts its business, or other events or circumstances render the performance measures unsuitable, the plan administrator may in its discretion modify such performance measures or the goals or actual levels of achievement regarding the performance measures, in whole or in part, as the plan administrator deems appropriate and equitable. The plan administrator may provide that the holder of a performance share award will be entitled to dividend equivalent rights with respect to the payment of cash dividends on EM&T Common Stock. Such dividend equivalent rights may be credited either in cash or in the form of additional whole performance shares and may be paid on the same basis as settlement of the related performance shares. Performance units will not be credited with dividend equivalent rights.

Cash-Based Awards and Other Stock-Based Awards. The plan administrator may grant cash-based awards under the Equity Incentive Plan to participants subject to such terms and conditions, including the achievement of performance criteria, as the plan administrator may determine. The plan administrator may also grant other stock-based awards, including shares of EM&T Common Stock that are free from any restrictions under the Equity Incentive Plan, stock-equivalent units, stock appreciation units, securities or debentures convertible into common stock or other forms determined by the plan administrator. Such cash-based awards and other stock-based awards may be paid in the form of cash, shares of EM&T Common Stock or other securities or any combination thereof. The plan administrator may provide that the holder of an other stock-based award will be entitled to dividend equivalent rights with respect to the payment of cash dividends on EM&T Common Stock. Such dividend equivalent rights, if any, will be subject to the same terms and conditions (and settled in the same manner) as the awards to which they relate. Cash-based awards will not be credited with dividend equivalent units.

Adjustments; Corporate Transaction. The Equity Incentive Plan requires the plan administrator to make appropriate adjustments, to the extent equitably required to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Equity Incentive Plan, to the number and class of shares of common stock that are subject to the Equity Incentive Plan or subject to awards granted thereunder, to certain limits in the Equity Incentive Plan, and to any outstanding awards to reflect Adjustment Events.

Except as set forth in an award agreement issued under the Equity Incentive Plan, in the event of a merger of EM&T with or into another corporation or entity or a change in control (as defined in the Equity Incentive Plan), each outstanding stock award (vested or unvested) will be treated as the plan administrator determines (subject to the terms of the Equity Incentive Plan), which may include (a) awards being assumed or substituted with substantially equivalent awards by the successor company, (b) terminating awards upon or immediately prior to the consummation of such merger or change in control, (c) vesting outstanding awards in whole or in part prior to or upon consummation of such merger or change in control, and, to the extent the plan administrator determines, terminating such awards upon or immediately prior to the effectiveness of such merger or change in control, (d) terminating awards in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such awards or realization of the participant’s rights as of the date of the occurrence of the transaction, (e) replacing awards with other rights or property selected by the plan administrator in its sole discretion, or (f) any combination of the foregoing.

In the event of a change in control where the successor corporation does not assume or substitute for an award (or portion thereof) with a substantially equivalent award as described in the Equity Incentive Plan, a participant who is not a non-employee director will fully vest in his or her outstanding awards (with performance-based awards vesting at the target level), unless specifically provided otherwise under the applicable award agreement or other applicable agreement.

In the event of a change in control, with respect to awards granted to a non-employee director, the non-employee director will fully vest in such awards (with performance-based awards vesting at the target level), unless specifically provided otherwise under the applicable award agreement or other applicable agreement.

Change in Control. The Equity Incentive Plan includes a definition of “change in control.” In general, except as may be otherwise prescribed by the plan administrator in an award agreement or as otherwise provided in another plan or agreement applicable to the participant, a change in control will be deemed to have occurred if, subject to certain limitations and as further described in the Equity Incentive Plan:

any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of EM&T that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of EM&T;

individuals who, as of the effective date of the Equity Incentive Plan, constitute the Board cease for any reason to constitute at least a majority of the Board;

any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from EM&T that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of EM&T immediately prior to such acquisition or acquisitions;

there occurs a consummation of a reorganization, merger or consolidation; and

there occurs an approval by EM&T’s stockholders of a complete liquidation or dissolution of EM&T.

Withholding. Participants in the Equity Incentive Plan are responsible for the payment of any federal, state or local taxes that EM&T or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to applicable laws and the terms of the Equity Incentive Plan, the plan administrator may permit a participant to satisfy tax withholding obligations by such methods as the plan administrator determines, including (subject to limitations set forth in the Equity Incentive Plan) (1) paying cash, (2) electing to have cash or shares withheld, (3) delivering to EM&T already-owned shares of EM&T Common Stock, or (4) selling a sufficient number of shares otherwise deliverable to the participant through such means as the plan administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.

Transferability of Awards. Unless otherwise determined by the Administrator, the Equity Incentive Plan generally does not allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution.

Amendment and Termination of the Equity Incentive Plan. The plan administrator may amend or discontinue the Equity Incentive Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may materially and adversely affect rights under an award without the holder’s consent, except in the case of certain equitable adjustments made pursuant to the Equity Incentive Plan. Certain amendments to the Equity Incentive Plan will require the approval of EM&T’s stockholders.

No awards may be granted under the Equity Incentive Plan after the date that is ten years from the date it is adopted by the Board.

Allowances for Conversion Awards and Assumed Plans. EM&T Common Stock (1) subject to awards granted under the Equity Incentive Plan in substitution for or conversion of, or in connection with an assumption of, awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with EM&T or any of its subsidiaries or (2) available for issuance under a previously-approved plan sponsored by a company that is acquired by, or merges with, EM&T or any of its subsidiaries, and which then become available for issuance of awards under the Equity Incentive Plan, will not count against (or be added to) the aggregate share limit or other Equity Incentive Plan limits described above, except as otherwise provided in the Equity Incentive Plan.

Prohibition on Repricing. Generally, except in connection with an Adjustment Event or a change in control, without stockholder approval, the terms of outstanding awards may not be amended to reduce the exercise price of outstanding options or stock appreciation rights, or cancel outstanding “underwater” options or stock appreciation rights (including following a participant’s voluntary surrender of “underwater” options or stock appreciation rights) in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights, as applicable, without approval of EM&T’s stockholders. The Equity Incentive Plan provides that this restriction may not be amended without approval of EM&T’s stockholders.

Detrimental Activity and Recapture. All stock awards granted under the Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that EM&T is required to adopt pursuant to the listing standards of any national securities exchange or association on which EM&T securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law (to the extent such policy is applicable thereto). In addition, the EM&T board may impose such other clawback, recovery or recoupment provisions in a stock award agreement as the EM&T board determines necessary or appropriate. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with EM&T.

Certain United States Federal Income Tax Aspects

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the Equity Incentive Plan. This summary is not intended to be complete and it does not describe all federal tax consequences under the Equity Incentive Plan, nor does it describe foreign, state or local tax consequences. This summary is general in nature and does not discuss all of the various rules and regulations that may apply to each award and EM&T is not in a position to guarantee any particular tax result.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of EM&T Common Stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of EM&T Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of EM&T Common Stock at exercise (or, if less, the amount realized on a sale of such shares of EM&T Common Stock) over the option price thereof. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of EM&T Common Stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-qualified Stock Options. No income is generally realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of EM&T Common Stock on the date of exercise, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of EM&T Common Stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of EM&T Common Stock.

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the shares of restricted stock are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (the “Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Stock Appreciation Rights. No income will be recognized by a participant in connection with the grant of a stock appreciation right. When the stock appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of EM&T Common Stock received on the exercise.

Restricted Stock Units. No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of EM&T Common Stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

Performance Units and Performance Shares; Cash-Based Awards. No income generally will be recognized upon the grant of performance units/shares or cash-based awards. Upon payment in respect of performance units/shares or cash-based awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of EM&T Common Stock received.

Tax Consequences to the Company or its Subsidiaries. Either EM&T or its subsidiaries, generally, will be entitled to a tax deduction in connection with awards under the Equity Incentive Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Section 280G. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to either EM&T or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Outstanding Equity Awards at 2025 Fiscal Year End

None.

Director Compensation

In connection with the consummation of the Business Combination, we approved an initial compensation program for our non-employee directors that consists of annual cash retainer fees which are described below.

Cash Compensation:

●

Annual Retainer: $124,700

●

Annual Committee Chair Retainer:

Audit Committee: $30,000

Nominating and Corporate Governance Committee: $15,000

Compensation Committee: $20,000

●

Annual Committee Member (Non-Chair) Retainer:

Audit Committee: $15,000

Nominating and Corporate Governance Committee: $7,500

Compensation Committee: $10,000

Equity Grant:

Non-employee directors of EM&T are eligible to receive annual equity-based compensation for their service on the Board of Directors. Under the Company’s director compensation program, each non-employee director is entitled to receive an annual equity grant with a target value of $150,000, awarded in the form of restricted stock units (“RSUs”).

The RSUs are granted following the completion of each twelve-month period of service, subject to approval by the Board of Directors or the Compensation Committee, as applicable. The number of RSUs granted to each non-employee director is determined based on the fair market value of the Company’s common stock on the grant date, such that the aggregate grant date value equals $150,000.

Each RSU award vests in full on the 24-month anniversary of the applicable grant date, subject to the director’s continued service on the Board through the vesting date, and in accordance with the terms and conditions set forth in the applicable equity award agreement and the Company’s equity incentive plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of ~~March~~February 2520, ~~2025~~2026 based on information obtained from the persons named below, with respect to the beneficial ownership of common stock, by:

●

each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

●

each of our executive officers and directors that beneficially owns our common stock; and

●

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 3593,~~366~~349,~~765~~852 shares of our common stock, issued and outstanding as of ~~March~~February 2520, ~~2025~~2026.

~~Unless~~Beneficial ~~otherwise~~ownership ~~indicated,~~is determined weaccording ~~believe~~to ~~that~~the ~~all~~rules ~~persons~~of ~~named in~~ the ~~table~~SEC, ~~have~~which ~~sole~~generally ~~voting~~provide ~~and~~that ~~investment~~a ~~power~~person ~~with~~has ~~respect~~beneficial toownership ~~all shares~~ of ~~common~~a ~~stock~~security ~~beneficially owned~~if byhe, ~~them.~~she ~~The~~or ~~following~~it ~~table~~possesses sole ~~does~~or ~~not~~shared ~~reflect~~voting ~~record~~ or ~~beneficial~~investment ~~ownership~~power ofover ~~the~~that ~~rights~~security, asincluding ~~these~~options ~~rights~~and warrants that are ~~not~~currently exercisable ~~within~~or exercisable within 60 days ~~of the date of this Report~~.

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
Daniel Mamadou (2)(5)		2,192,212		65.1	%
Christopher Clower (2)(5)		2,192,212		65.1	%
John Stanfield		5,000		*	%
Dominik Oggenfuss		-		*	%
Matthew Rockett		-		*	%
Justin Werner		-		*	%
All officers and directors as a group (6 individuals)		2,197,212		65.3	%
Other 5% Stockholders
Welsbach Acquisition Holdings LLC (our sponsor) (2)		2,192,212		65.1	%
RiverNorth Capital Management, LLC (3)		200,000		5.9	%
Polar Asset Management Partners Inc. (4)		175,000		5.2	%

*Unless ~~less~~otherwise ~~than~~noted 1%in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

~~(1)~~ Unless otherwise ~~noted~~indicated, the ~~business~~ address of each ofbeneficial ~~the~~owner ~~directors~~listed ~~and~~on ~~executive officers of WTMA, and of~~ the ~~Sponsor~~table below is c/o ~~Welsbach~~Evolution ~~Technology~~ Metals ~~Acquisition~~& Technologies Corp., ~~4422~~4040 N.NE ~~Ravenswood~~2nd Ave., ~~#1025~~Ste 348, ~~Lombard~~Miami, ILFlorida ~~60148~~33137.

Name of Beneficial Owner	Number of Shares of Common Stock		% Outstanding of Common Stock			% Total Voting Power
5% Holders
David Wilcox⁽¹⁾		416,436,066		70.18	%		70.18	%
The Zeus Trust, UA dated April 15, 2025⁽¹⁾		416,436,066		70.18	%		70.18	%
The NYX 2025 Irrevocable Trust, dated April 8, 2025⁽²⁾		59,526,224		10.03	%		10.03	%
Good Earth 1000, LLC⁽³⁾		63,421,535		10.69	%		10.69	%
Directors and Executive Officers
David Wilcox⁽¹⁾		416,436,066		70.18	%		70.18	%
Frank Moon		—		—	%		—	%
Andrew F. Knaggs, Esq.		—		—	%		—	%
Christopher Clower⁽⁴⁾		2,227,417		*	%		—	%
John Arrastia		—		—	%		—	%
Saul Locker		—		—	%		—	%
Christopher Miller		—		—	%		—	%
Amb. Robin S. Bernstein		—		—	%		—	%
Thomas Stoddard⁽⁵⁾		1,703,917		*	%		*	%
All directors and executive officers as a group (9 individuals)		479,893,624		80.88	%		80.88	%

~~(2)~~* ~~Welsbach~~Represents Acquisition Holdings LLC is the record holder of the shares reported herein. Daniel Mamadou and Christopher Clower are the managing members of Welsbach Acquisition Holdings LLC. Each of Mr. Mamadou and Mr. Clower has voting and investment discretion with respect to the common stock held of record by Welsbach Acquisition Holdings LLC. Mr. Mamadou and Mr. Clower disclaim any beneficial ownership of ~~the~~less ~~shares~~than ~~held by Welsbach Acquisition Holdings LLC, except to the extent of their pecuniary interest therein~~1%.

(31) ~~Based~~David ~~solely~~Wilcox ~~upon~~may abe ~~Schedule~~deemed ~~13G~~to ~~filed~~beneficially ~~with~~own the ~~SEC~~shares onof ~~February~~Common ~~14,~~Stock ~~2024~~held by ~~RiverNorth~~The ~~Capital~~Zeus ~~Management~~Trust, ~~LLC~~UA dated April 15, 2025, William D. Wilcox, Jr., Settlor and trustee, which is a ~~company~~revocable ~~incorporated~~trust organized under the laws of ~~Delaware~~Florida. ~~According~~The totrustee of the ~~Schedule~~trust ~~13G/A~~is David Wilcox, who has sole voting and dispositive power over the shares. The business address of the ~~reporting~~trust ~~person~~ is ~~360~~516 S. ~~Rosemary~~Dixie ~~Avenue~~Hwy, ~~Ste.~~Unit ~~1420.~~209, West Palm Beach, ~~Florida~~FL 33401.

(4) Based solely upon a Schedule 13G/A filed with the SEC on November 14, 2024 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”), with respect to the shares of WTMA Common Stock directly held by PMSMF. According to the Schedule 13G/A, the business address of the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.79

(52) ~~Represents~~Andrew 1F. Knaggs,~~931,922~~ ~~Founder~~Esq. ~~Shares~~may ~~initially~~be ~~held~~deemed byto ~~the~~beneficially ~~Sponsor,~~own ~~minus~~ the ~~transfer~~shares of anCommon ~~aggregate~~Stock ofheld ~~91,764~~by ~~Founder~~The ~~Shares~~NYX to2025 ~~certain~~Irrevocable ofTrust ~~our~~UA, ~~officers~~dated April 8, ~~directors~~2025, ~~and~~Andrew ~~advisors~~F. Knaggs, ~~plus~~individual ~~352~~trustee,~~054~~ ~~shares~~which ~~underlying~~is ~~private~~an ~~units~~irrevocable ~~purchased~~trust byorganized under the ~~Sponsor~~laws of Delaware. The ~~Founder~~individual ~~Shares~~trustee/investment ~~are~~adviser ~~identical~~of to the ~~public~~trust ~~stock~~is inAndrew ~~all~~F. ~~respects~~Knaggs, ~~except~~who ~~that~~has sole voting and dispositive power over the ~~Founder~~shares. ~~Shares~~Andrew doF. ~~not~~Knaggs ~~have~~disclaims ~~Redemption~~beneficial ~~Rights~~ownership of such shares of Common Stock. The business address of the trust is 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.

(3)	The business address of Good Earth 1000, LLC is at 10785 West Twain Avenue, Suite 250, Las Vegas, Nevada 89135. Nicole Garcia, the Manager of Good Earth 1000, LLC, has the voting and dispositive power with respect to the securities held by Good Earth 1000, LLC.

(4)

Welsbach Acquisition Holdings LLC, the Sponsor is the record holder of the shares reported herein. Christopher Clower is the managing member of the Sponsor. Mr. Clower hold voting and investment discretion with respect to the common stock held of record by the Sponsor. Mr. Clower disclaim any beneficial ownership of the shares held by the Sponsor, except to the extent of their pecuniary interest therein.

(5)

CKLM, LLC is the record holder of the 1,700,000 shares of common stock reported herein. Thomas Stoddard is the manager of CKLM, LLC. Mr. Stoddard may be deemed to have beneficial ownership of the shares held by CKLM, LLC by virtue of his control over CKLM, LLC, as manager of CKLM, LLC. The manager of CKLM, LLC is Thomas Stoddard, who has the sole voting and dispositive power over the shares. CKL Realty, Inc. is the record holder of the 3,917 shares of common stock reported herein. Thomas Stoddard is a Director and President of CKL Realty, Inc. Mr. Stoddard may be deemed to have beneficial ownership of the shares held by CKL Realty, Inc.by virtue of his control over CKL Realty, Inc., as a Director and President of CKL Realty, Inc. Thomas Stoddard has the sole voting and dispositive power over the shares held by CKL Realty, Inc.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Incentive Plan

225,000,000 shares of Common Stock will be initially available for issuance or transfer pursuant to awards under the Equity Incentive Plan. On January 1st of each calendar year commencing January 1, 2026 and ending January 1, 2035, an additional number of shares of Common Stock will become available under the Equity Incentive Plan, with each such annual increase equal to the lesser of (A) 3% of the number of shares of Common Stock outstanding on December 31^st of the immediately preceding calendar year, or (B) such lesser number of shares of Common Stock as determined by the EM&T board of directors or the compensation committee of such board (the “Share Pool.) The Share Pool is subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, reverse stock split, other similar change in the corporate structure of EM&T, or other corporate transaction or event having an effect similar to any of the foregoing, as further described in the Equity Incentive Plan (each, an “Adjustment Event”). The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed 225,00,000, as adjusted for Adjustment Events in accordance with the terms of the Equity Incentive Plan.

Outstanding Equity Awards at 2025 Fiscal Year End

None.

Changes in Control

None.

Welsbach Technology Metals Acquisition Corp.

Founder Shares

On June 25, 2021, the Sponsor purchased 1,437,500 Founder Shares of the Company’s Class B common stock, par value $0.0001 for an aggregate price of $25,000. On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares. The Company no longer has Class B common stock authorized. The initial stockholders have agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due to the underwriters exercise of the over-allotment option in part.

The Founder Shares were placed into an escrow account maintained in New York, New York by Continental, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction, which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Due to Affiliates

On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the ~~Private~~private ~~Placement Units~~units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the ~~Private~~private ~~Placement~~units ~~Units~~ sold in conjunction with the exercise of the over-allotment option (for an aggregate of $259,136 in excess purchase price). On January 26, 2022, the Company paid the Sponsor amounting to $79,573. On July 1, 2022, the Sponsor funded the Company by $100. As of December 31, 2025, the outstanding amount was $179,663 in connection with this excess funding from Sponsor.

42Commencing on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services. For the year ended December 31, 2022 the Company expensed $120,000 for support services from the Sponsor, which amount was reported as due to affiliates. For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services from the Sponsor of which $88,000 was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously accrued support services. On December 31, 2022, the Company expensed a total of $120,000 for support services from the Sponsor and $26,000 for CFO support services of which $26,000 was reported as due to affiliates, net of $120,000 payments to the Sponsor. For the period ended December 31, 2024, the Company expensed a total of $120,000 for support services from the Sponsor of which amount was reported as due to affiliates. For the period ended December 31, 2025, the Company expensed a total of $120,000 for support services from the Sponsor of which amount was reported as due to affiliates.

~~Commencing~~As onof December ~~27, 2021,~~ ~~the Company entered into an agreement to pay the Sponsor $10~~31,~~000~~ ~~per~~2025 ~~month for the use of office space~~ and ~~administrative support~~ ~~services. For the year ended December 31~~2024, ~~2022~~respectively, ~~the~~there ~~Company~~were ~~expensed~~outstanding ~~and~~amounts ~~paid a total of $50,000 for support services from the Sponsor, which amount was reported as~~ due to affiliates. ~~For the year ended December 31, 2023, the Company expensed a total~~ of $~~120~~533,~~000~~663 and ~~paid~~ $6413,~~000~~663, ~~for~~which ~~support~~will ~~services~~be repaid from ~~the~~Company’s operating ~~Sponsor,~~account ~~which~~as ~~amount~~soon ~~was reported~~ as ~~due to affiliates~~practicable.

For the period ended December 31, 2024, the Company expensed a total of $120,000 for support services from the Sponsor of which amount was reported as due to affiliates. For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services from the Sponsor of which $88,000 was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously accrued support services with Chief Financial Officer.

As of December 31, 2024 and 2023, respectively, there were outstanding amounts due to affiliates of $413,663 and $293,663, which will be repaid from Company’s operating account as soon as practicable.

Related Party Loans

In addition, in order to ~~finance~~ finance transaction costs in connection with athe ~~business~~Business ~~combination~~Combination, certain of the Company’s officers and directors ~~may, but are not~~loaned ~~obligated to, loan~~ the Company funds (“Working Capital Loans”). If the Company ~~completes~~completed a business combination, the Company would repay

Filing Compare · Evolution Metals & Technologies Corp.