UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~ 2026

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

☐ 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~~File Number: 001-41183

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

(Exact name of registrant as specified in its charter)

Delaware		87-1006702
(State or other jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
incorporation or organization)		Identification No.)

4422 N. Ravenswood Ave #1025
Chicago, Illinois		60640
(Address of principal executive offices)		(Zip Code)

4040 NE 2nd Ave, Suite 349
Miami, Florida 33137

+1(Address of principal executive offices) (~~251~~Zip Code)~~-280-1980~~

Phone: 561-225-3205

(Registrant’s telephone number, including area code)

~~Not Applicable~~N/A

(Former name, former address and former fiscal year, if changed since last report)

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

~~Check~~Indicate by check mark whether the ~~issuer~~ 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 ~~past~~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~~ ☒ NoYes ☐ 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 ~~and post~~ 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~~the definitions 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~~ registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No ☐

As of ~~November~~May 1721, ~~2025~~2026, ~~there~~the ~~were~~registrant 2had 593,~~848~~349,~~313~~ 852 shares of common stock, ~~par value $0.0001 per share, of the registrant~~ issued and outstanding.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION		1
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	20
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	2
Item 4.	Controls and Procedures.	20
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	3
PART II — OTHER INFORMATION		21
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	4
Item 1.	Legal Proceedings.	21
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 1A.	Risk Factors.	21
Item 2.	~~Management’s~~Unregistered ~~Discussion~~Sales ~~and Analysis~~ of ~~Financial~~Equity ~~Condition~~Securities and ~~Results~~Use of ~~Operations~~Proceeds.	3121
Item 3.	~~Quantitative~~Defaults ~~and~~Upon ~~Qualitative~~Senior ~~Disclosures about Market Risk~~Securities.	4021
Item 4.	~~Controls~~Mine ~~and~~Safety ~~Procedures~~Disclosures.	4021
	PART II – OTHER INFORMATION
Item 5.	Other Information.	22
Item 1.	Legal Proceedings	41
Item 6.	Exhibits.	22
Item 1A.	Risk Factors	41
Signatures		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	SIGNATURES	45

~~PART~~Cautionary INote –Regarding Forward-Looking ~~FINANCIAL INFORMATION~~Statements

~~Item~~This Quarterly 1Report on Form 10-Q contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. ~~Financial~~Forward-looking ~~Statements~~statements give our current expectations or forecasts of future events. All statements, other than statements that relate strictly to present or historical fact included in this Quarterly Report, such as statements regarding our future financial performance, strategy, operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. You can find many (but not all) of these statements by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and other similar expressions in this Quarterly Report. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. No forward-looking statement can be guaranteed, and actual future results may vary materially.

~~WELSBACH~~As a ~~TECHNOLOGY~~result ~~METALS~~of ~~ACQUISITION~~various ~~CORP~~known and unknown risks and uncertainties, our actual results or performance may differ materially from those expressed or implied by these forward-looking statements. These include, among other factors:

~~CONDENSED~~● ~~CONSOLIDATED~~risks ~~BALANCE~~relating ~~SHEETS~~to the integration of operations following our business combination;

	September 30, 2025			December 31, 2024
		(Unaudited)
ASSETS
Current assets
Cash	$	—		$	1,185
Prepaid taxes		149,702			14,077
Total current assets		149,702			15,262
Restricted cash held in trust account		6,424,722			12,257,933
TOTAL ASSETS	$	6,574,424		$	12,273,195
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	3,461,227		$	2,929,443
Due to affiliates		503,663			413,663
Bank overdraft		233			—
Income taxes payable		178,374			125,950
Excise tax payable and interest and penalties		879,876			719,090
Convertible promissory notes – related party		2,296,371			2,296,371
Working capital loans – related party		2,608,430			1,740,966
Total current liabilities		9,928,174			8,225,483
Deferred underwriting fee payable		2,704,690			2,704,690
TOTAL LIABILITIES		12,632,864			10,930,173
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
Common Stock subject to possible redemption, $0.0001 par value, 564,337 shares at redemption value of $11.33 per share at September 30, 2025 and 1,082,789 shares at redemption value of $11.22 per share at December 31, 2024, respectively		6,395,277			12,145,287
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024		—			—
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,283,976 shares issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 564,337 shares at September 30, 2025 and 1,082,789 shares at December 31, 2024 subject to redemption)		228			228
Additional paid-in capital		—			—
Accumulated deficit		(12,453,945	)		(10,802,493	)
TOTAL STOCKHOLDERS’ DEFICIT		(12,453,717	)		(10,802,265	)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	$	6,574,424		$	12,273,195

●

global demand for rare earth and battery materials and the ability to source sufficient volumes of spent lithium-ion batteries from third parties;

~~The~~● ~~accompanying~~the ~~notes~~impact ~~are an integral part~~ of ~~these~~government ~~unaudited~~policy ~~condensed~~and ~~consolidated~~trade ~~financial statements.~~restrictions;

1● delays in achieving full-scale commercial operations at our planned recycling and processing facilities;

~~WELSBACH~~● ~~TECHNOLOGY~~challenges ~~METALS~~in ~~ACQUISITION~~implementing ~~CORP.~~smart factory automation or scaling manufacturing capacity;

~~CONDENSED~~● ~~CONSOLIDATED~~the ~~STATEMENTS~~inability OFto ~~OPERATIONS~~establish or maintain supply relationships for critical feedstock materials and the availability and cost of feedstock and raw materials;

~~(UNAUDITED)~~● changes in government policies, tariffs, or incentive programs affecting critical materials;

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Operating expenses
General and administrative	$	472,169		$	215,108		$	1,610,078		$	757,950
Franchise tax		(5,200	)		10,400			68,027			117,212
Loss from operations		(466,969	)		(225,508	)		(1,678,105	)		(875,162	)
Other income:
Interest income from restricted cash held in trust account		40,995			180,541			236,364			699,861
Other income		40,995			180,541			236,364			699,861
Loss before provision for income taxes		(425,974	)		(44,967	)		(1,441,741	)		(175,301	)
Provision for income taxes		(9,701	)		(35,730	)		(35,351	)		(70,828	)
Net loss	$	(435,675	)	$	(80,697	)	$	(1,477,092	)	$	(246,129	)
Weighted average shares outstanding of common stock - redemption feature		414,755			1,082,789			843,104			1,798,888
Basic and diluted net loss per share of common stock - redemption feature	$	(0.16	)	$	(0.02	)	$	(0.47	)	$	(0.06	)
Weighted average shares outstanding of common stock - no redemption feature		2,283,976			2,283,976			2,283,976			2,283,976
Basic and diluted net loss per share of common stock - no redemption feature	$	(0.16	)	$	(0.02	)	$	(0.47	)	$	(0.06	)

●

fluctuations in commodity prices and global demand for rare earth and battery materials;

~~The~~● ~~accompanying~~our ~~notes~~ability ~~are~~to anraise ~~integral~~capital ~~part of~~and ~~these~~execute ~~unaudited~~its ~~condensed~~growth ~~consolidated~~strategy ~~financial~~in ~~statements.~~a cost-effective manner;

2ii

~~WELSBACH~~● ~~TECHNOLOGY~~expectations ~~METALS~~regarding ~~ACQUISITION~~our ~~CORP.~~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;

~~CONDENSED~~● ~~CONSOLIDATED~~our ~~STATEMENTS~~ability OFto ~~CHANGES IN~~attract ~~STOCKHOLDERS’~~and ~~DEFICIT~~retain talented personnel;

~~(UNAUDITED)~~● our ability to compete with companies that have significantly more resources;

~~FOR~~● ~~THE~~our ~~THREE~~ability ~~AND~~to ~~NINE~~meet ~~MONTHS~~certain ~~ENDED~~certification ~~SEPTEMBER 30,~~and ~~2025~~compliance standards;

	Common stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			deficit
Balance, January 1, 2025		2,283,976	$	228	$	—	$	(10,802,493	)	$	(10,802,265	)
Accretion of redeemable common stock to redemption value		—		—		—		(38,999	)		(38,999	)
Net loss		—		—		—		(520,441	)		(520,441	)
Balance, March 31, 2025		2,283,976		228		—		(11,361,933	)		(11,361,705	)
Accretion of redeemable common stock to redemption value		—		—		—		(45,044	)		(45,044	)
Excise tax on redemption of Class A common stock		—		—		—		(112,430	)		(112,430	)
Net loss		—		—		—		(520,976	)		(520,976	)
Balance, June 30, 2025		2,283,976		228		—		(12,040,383	)		(12,040,155	)
Accretion of redeemable common stock to redemption value		—		—		—		(31,660	)		(31,660	)
Excise tax on redemption of Class A common stock		—		—		—		53,773			53,773
Net loss		—		—		—		(435,675	)		(435,675	)
Balance, September 30, 2025		2,283,976	$	228	$	—	$	(12,453,945	)	$	(12,453,717	)

●

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

~~FOR~~● ~~THE~~the ~~THREE~~potential ~~AND~~characterization ~~NINE~~of ~~MONTHS~~us ~~ENDED~~as ~~SEPTEMBER 30~~an investment company subject to the Investment Company Act of 1940, ~~2024~~as amended (the “Investment Company Act”); and

	Common stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			deficit
Balance, January 1, 2024		2,283,976	$	228	$	—	$	(9,266,105	)	$	(9,265,877	)
Accretion of redeemable common stock to redemption value		—		—		—		(189,223	)		(189,223	)
Net loss		—		—		—		(70,160	)		(70,160	)
Balance, March 31, 2024		2,283,976		228		—		(9,525,488	)		(9,525,260	)
Accretion of redeemable common stock to redemption value		—		—		—		(175,577	)		(175,577	)
Excise tax on redemption of Class A common stock		—		—		—		(122,198	)		(122,198	)
Net loss		—		—		—		(95,272	)		(95,272	)
Balance, June 30, 2024		2,283,976		228		—		(9,918,535	)		(9,918,307	)
Accretion of redeemable common stock to redemption value		—		—		—		(134,411	)		(134,411	)
Net loss		—		—		—		(80,697	)		(80,697	)
Balance, September 30, 2024		2,283,976	$	228	$	—	$	(10,133,643	)	$	(10,133,415	)

●

the ability to maintain our listing on Nasdaq.

~~The~~We base ~~accompanying~~our ~~notes~~forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are anmade. ~~integral~~We ~~part~~caution you that actual outcomes and results may, and are likely to, differ materially from what ofis ~~these~~expressed, ~~unaudited~~implied, ~~condensed~~or ~~consolidated~~forecast ~~financial~~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 Quarterly Report whether as a result of new information, future events, changes in assumptions, or otherwise.

3The forward-looking statements contained in this Quarterly 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.

~~WELSBACH TECHNOLOGY METALS ACQUISITION CORP.~~iii

~~CONDENSED~~PART ~~CONSOLIDATED~~I ~~STATEMENTS~~— OFFINANCIAL ~~CASH FLOWS~~INFORMATION

~~(UNAUDITED)~~Item 1. Financial Statements.

	For the Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,477,092	)	$	(246,129	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on restricted cash held in trust account		(236,364	)		(699,861	)
Interest and penalties on excise tax payable		102,129			—
Changes in operating assets and liabilities:
Prepaid expenses		—			(19,417	)
Prepaid taxes		(135,625	)		—
Due to affiliates		90,000			90,000
Accounts payable and accrued expenses		531,784			(73,624	)
Bank overdraft		233			—
Franchise tax payable		—			(51,573	)
Income taxes payable		52,424			70,828
NET CASH USED IN OPERATING ACTIVITIES		(1,072,511	)		(929,776	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemption		5,865,713			12,219,791
Cash withdrawn from Trust Account to pay franchise and income taxes		203,862			19,173
NET CASH PROVIDED BY INVESTING ACTIVITIES		6,069,575			12,238,964
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock - due to stockholders		(5,865,713	)		(12,219,791	)
Proceeds from working capital loans - related party		867,464			743,579
NET CASH USED IN FINANCING ACTIVITIES		(4,998,249	)		(11,476,212	)
NET CHANGE IN CASH AND RESTRICTED CASH		(1,185	)		(167,024	)
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD		1,185			168,209
CASH AND RESTRICTED CASH, END OF PERIOD	$	—		$	1,185
CASH AND RESTRICTED CASH, END OF PERIOD
Cash	$	—		$	1,185
Restricted cash		—			—
CASH AND RESTRICTED CASH, END OF PERIOD	$	—		$	1,185
Supplemental Cash Flow Information:
Cash paid during the year for:
Income taxes	$	—		$	12,610
Franchise taxes	$	203,862		$	168,785
Supplemental disclosure on non-cash activities:
Accretion for redeemable common stock to redemption value	$	115,703		$	499,211
Excise tax on redemption of Class A common stock	$	58,657		$	122,198

INDEX TO FINANCIAL STATEMENTS

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

		Page
Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025		F-1
Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)		F-2
Statements of Changes in Stockholders’ Equity/(Deficit) for the three months ended March 31, 2026 and 2025 (unaudited)		F-4
Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)		F-6
Notes to the Financial Statements		F-7

~~WELSBACH~~EVOLUTION ~~TECHNOLOGY~~ METALS ~~ACQUISITION~~& TECHNOLOGIES CORP.

~~NOTES TO~~ CONDENSED CONSOLIDATED BALANCE ~~FINANCIAL STATEMENTS~~SHEETS

(UNAUDITED)

in thousands, except share data	March 31, 2026 (Unaudited)			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	5,389		$	11,685
Accounts receivable		2,270			—
Non-trade accounts receivable		1,202			1,493
Non-trade accounts receivable - related parties		182			—
Inventories		1,564			—
Prepaid expenses and other current assets		660			48
Total current assets		11,267			13,226
Property, plant and equipment, net		7,443			—
Intangible assets, net		6,350			—
Deferred transaction costs		—			9,265
Goodwill		60,061			—
Other noncurrent assets		497			—
TOTAL ASSETS	$	85,618		$	22,491

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	8,954		$	4,651
Accounts payable - related parties		42			—
Non-trade accounts payable		47,951			—
Non-trade accounts payable - related parties		218			—
Short term debt		3,546			—
Short term debt - related parties		1,230			484
Current portion of long-term debt		1,593			—
Convertible promissory notes		2,296			—
July investment agreement derivative		—			379,205
CPU Share Allocation Obligation		—			292,680
Accrued expenses and other current liabilities		27,263			339
Total current liabilities		93,093			677,359
Long term debt		2,609			—
Long term debt - related parties		15			—
Other noncurrent liabilities		725			—
Total Liabilities		96,442			677,359

Commitments and contingencies (Note 19)

Stockholders’ Deficit
Common stock $0.0001 par value, 593,349,852 shares authorized, 593,349,852 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025		59			45	*
Equity-classified CPU share allocation		186,766			—
Additional paid-in capital		908,599			(2,374	)
Convertible preferred units (Note 13 - Equity)		—			26,262
Accumulated deficit		(1,119,121	)		(678,807	)
Accumulated other comprehensive income		(1,062	)		6
Total stockholders’ deficit		(24,759	)		(654,868	)
Noncontrolling interest		13,935			—
Total deficit		(10,824	)		(654,868	)
Total liabilities and stockholders’ deficit	$	85,618		$	22,491

~~SEPTEMBER~~* 30Par value of common stock, ~~2025~~additional paid-in capital and share data have been retroactively restated to give effect to reverse recapitalization that is discussed in Note 3

~~Note~~The 1accompanying —notes ~~Description~~are ofan ~~Organization~~integral ~~and~~part ~~Business~~of ~~Operations~~these unaudited condensed ~~and~~consolidated ~~Liquidity~~financial statements.

Welsbach Technology Metals Acquisition Corp. (the “Company” or “WTMA”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).F-1

~~The~~EVOLUTION ~~Company~~METALS is& ~~not~~TECHNOLOGIES ~~limited to a particular industry or geographic region for purposes of consummating a Business Combination~~CORP. ~~The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.~~

~~The~~UNAUDITED ~~Company~~CONDENSED ~~has~~CONSOLIDATED ~~one~~STATEMENTS ~~subsidiary, WTMA~~OF Merger Subsidiary Corp. (the “Merger Sub”), a direct wholly owned subsidiary of the Company incorporated in the state of Delaware on October 19, 2022. As of September 30, 2025, the subsidiary had no activity.OPERATIONS

As of September 30, 2025, the Company had not commenced any operations. All activity through September 30, 2025 relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company has not and will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on cash and investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on December 27, 2021. On December 30, 2021, the Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public Rights”), at $10.00 per Unit, generating gross proceeds of $75,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.

	Three Months Ended March 31,
in thousands, except share data	2026			2025
Revenues	$	1,879		$	—
Cost of sales		(1,434	)		—
Gross profit		445			—
Operating expense:
Selling, general and administrative		(16,100	)		(2,802	)
Operating loss		(15,655	)		(2,802	)
Other income (expense):
Interest (expense) income, net		(705	)		493
Other income (expense), net		1,296			250
Provision for credit losses		—			(470	)
Change in fair value of financial instruments		(425,227	)		(15,467	)
Loss on foreign currency		(23	)		—
Loss before income taxes		(440,314	)		(17,996	)
Income tax expense		—			—
Net loss	$	(440,314	)	$	(17,996	)

Net loss per share attributable to common stockholders
Basic and diluted	$	(0.72	)	$	(0.04	)
Weighted average shares of common stock
Basic and diluted		611,903,892			454,712,290

~~Simultaneously~~The ~~with~~accompanying ~~the~~notes ~~closing of~~are ~~the~~an ~~IPO,~~integral ~~the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of~~part ~~$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,~~these ~~which~~unaudited iscondensed ~~described~~consolidated infinancial ~~Note 4~~statements.

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

~~Upon~~EVOLUTION ~~the~~METALS ~~closing~~& ofTECHNOLOGIES ~~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~~CORP.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 been placed in the Trust Account (defined below). As the Over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders (as defined below) have been forfeited for no consideration.

~~Offering~~UNAUDITED ~~costs~~CONDENSED ~~for~~CONSOLIDATED ~~the~~STATEMENTS ~~IPO and~~OF ~~underwriters’~~COMPREHENSIVE partial exercise of the Over-allotment option amounted to $4,788,446, consisting of $1,545,537 of underwriting fees, $2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $538,219 of other costs. As described in Note 6, the $2,704,690 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting Agreement”).LOSS

	Three Months Ended March 31,
in thousands	2026			2025
Net loss	$	(440,314	)	$	(17,996	)
Other comprehensive income:
Foreign currency translation adjustments		(1,050	)		—
Actuarial loss on defined severance benefits, net of tax		(18	)		—
Total other comprehensive loss		(1,068	)		—
Total comprehensive loss	$	(441,382	)	$	(17,996	)

~~WELSBACH~~The ~~TECHNOLOGY~~accompanying ~~METALS~~notes ~~ACQUISITION~~are ~~CORP~~an integral part of these unaudited condensed consolidated financial statements.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-3

~~(UNAUDITED)~~EVOLUTION METALS & TECHNOLOGIES CORP.

~~SEPTEMBER~~UNAUDITED ~~30,~~CONDENSED ~~2025~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account were being invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest-bearing deposit account.

	Convertible Preferred Units				Member Units, Voting					Common Stock				Additional Paid-in			Subscription			Accumulated			Members’			Total Stockholders’
in thousands, except share data	Units		Amount		Units			Amount		Units		Amount		Capital			Receivable			Deficit			Deficit			Equity
Balance, December 31, 2024 (as previously reported)		35,230,021	$	9,587		1,000,000		$	—		—		—		306			—		$	(60,892	)	$	(50,999	)	$	—
Retroactive application of recapitalization		—		—		(1,000,000	)		—		454,712,290		45		(45	)		—			—			50,999			(50,999	)
Balance, December 31, 2024		35,230,021		9,587		—			—		454,712,290		45		261			—			(60,892	)		—			(50,999	)
Issuance of convertible preferred units		7,050,000	$	2,750		—			—		—		—		—			(1,500	)		—			—			1,250
Investor loan advances and deemed contributions		—		—		—			—		—		—		(853	)		—			—			—			(853	)
Net loss			$	—				$	—				—		—			—			(17,996	)	$	—			(17,996	)
Balance, March 31, 2025		42,280,021	$	12,337		—		$	—	$	454,712,290	$	45	$	(592	)	$	(1,500	)	$	(78,888	)	$	—		$	(68,598	)

The ~~Company’s~~accompanying ~~management has~~notes ~~broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds~~ are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an ~~aggregate~~integral ~~fair market value of at least 80% of the assets held in the Trust Account excluding the amounts~~part ~~due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time~~ of ~~the~~these ~~agreement to~~unaudited ~~enter~~condensed ~~into~~consolidated ~~the~~financial ~~initial Business Combination~~statements. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).F-4

~~All~~EVOLUTION ofMETALS ~~the~~& ~~Public~~TECHNOLOGIES Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”)CORP. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the unaudited condensed consolidated balance sheets until such date that a redemption event takes place.

~~Redemptions~~UNAUDITED ofCONDENSED ~~the~~CONSOLIDATED ~~Company’s Public~~STATEMENTS ~~Shares~~OF ~~may~~CHANGES beIN ~~subject~~STOCKHOLDERS' to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.EQUITY

	Convertible Preferred Units						Common Stock				Additional Paid-in			Equity- classified CPU Share		Accumulated			Accumulated Other Comprehensive			Total EMAT Stockholders’			Noncontrolling		Total Stockholders’
*in thousands, except share data*	Units			Amount			Units		Amount		Capital			Allocation		Deficit			Income			Equity			Interest		Equity
Balance, December 31, 2025		59,671,021		$	26,262			454,712,290	$	45	$	(2,374	)	$	—	$	(678,807	)	$	6		$	(654,868	)	$	—	$	(654,868	)
Reverse recapitalization		—			—			4,876,199		—		(10,872	)		—		—			—			(10,872	)		—		(10,872	)
Noncontrolling interests resulting from the Business Combination		(17,391,000	)		(13,925	)				—		—			—		—			—			(13,925	)		13,925		—
Share issuance upon conversion of convertible preferred units		(42,280,021	)		(12,337	)		12,640,000		1		12,336			—		—			—			—			—		—
Share issuance upon settlement of the EM Share Obligations		—			—			118,046,178		13		885,334			—		—			—			885,347			—		885,347
Issuance of common stock for acquisitions		—			—			3,075,185		—		23,064			—		—			—			23,064			10		23,074
Investor loan advances and deemed contributions		—			—			—		—		1,111			—		—			—			1,111			—		1,111
Reclass of CPU Share Allocation Obligations to equity		—			—			—		—		—			186,766		—			—			186,766			—		186,766
Foreign currency translation adjustment		—			—			—		—		—			—		—			(1,050	)		(1,050	)		—		(1,050	)
Actuarial (loss) gain on defined severance benefits, net of tax		—			—			—		—		—			—		—			(18	)		(18	)		—		(18	)
Net loss		—			—			—		—		—			—		(440,314	)		—			(440,314	)		—		(440,314	)
Balance, March 31, 2026		—		$	—			593,349,852	$	59	$	908,599		$	186,766	$	(1,119,121	)	$	(1,062	)	$	(24,759	)	$	13,935	$	(10,824	)

~~WELSBACH~~The ~~TECHNOLOGY~~accompanying ~~METALS~~notes ~~ACQUISITION~~are ~~CORP~~an integral part of these unaudited condensed consolidated financial statements.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-5

~~(UNAUDITED)~~EVOLUTION METALS & TECHNOLOGIES CORP.

~~SEPTEMBER~~UNAUDITED ~~30,~~CONDENSED ~~2025~~CONSOLIDATED STATEMENTS OF CASH FLOWS

Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20.0% or more of the Public Shares sold in the IPO, without the prior consent of the Company.

	Three Months Ended March 31,
in thousands	2026			2025
Cash flows from operating activities
Net loss	$	(440,314	)	$	(17,996	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in provision for losses on valuation of inventories		115			—
Depreciation and amortization		252			—
Interest expense		768			—
Pension Benefits Provision		65			—
Gain on settlement of preexisting relationship		(1,152	)		—
Allowance for credit losses		—			470
Interest income		(63	)		—
Gain on foreign exchange translation		(115	)		—
Loss on foreign exchange translation		137			—
Change in fair value of CPU Share Allocation Obligations		190,488			2,492
Change in fair value of July Investment Agreement Derivative		234,739			12,572
Day one loss on CPU Share Allocation Obligations		—			404
Investor expenses incurred on behalf of Company		1,586			827
Paid in kind – interest		—			(475	)
Non-cash others		(75	)		—
Changes in operating assets and liabilities, net of effects from acquisitions:
Trade accounts receivable		(725	)		—
Non-trade accounts receivable		(211	)		—
Prepaid expenses and other assets		(197	)		(125	)
Inventories		(385	)		—
Deferred transaction costs		9,265			—
Trade accounts payable		(1,225	)		(209	)
Non-trade accounts payable		1,195			—
Other liabilities		109			—
Accrued expenses and other current liabilities		174			(23	)
Net cash used in operating activities		(5,569	)		(2,063	)

Cash flows from investing activities
Purchases of property, plant and equipment	$	(24	)	$	—
Payments for leasehold deposits		(2	)		—
Issuance of notes receivable		—			(474	)
Proceeds from notes receivable		2			—
Payment for acquisition of business		(350	)		—
Net cash acquired in Business Combination		1,379			—
Net cash (used in) provided by investing activities	$	1,005		$	(474	)

Cash flows from financing activities
Proceeds from short-term debt	$	945		$	—
Repayment of short-term debt		(545	)		—
Repayment of current portion of long-term debt		(65	)		—
Repayment of long-term debt		(44	)		—
Payment of lease liabilities		(32	)		—
Cash assumed in reverse recapitalization		13			—
Constructive disbursements to related party		(475	)		(1,680	)
Payments to effectuate reverse recapitalization		(1,537	)		—
Proceeds from issuance of convertible preferred units		—			5,550
Payments for deferred transaction costs		—			(215	)
Net cash (used in) provided by financing activities		(1,741	)		3,655
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		8			—
Net (decrease) increase in cash, cash equivalents and restricted cash		(6,296	)		1,118
Cash and cash equivalents, and restricted cash, as of beginning of period		11,685			2,615
Cash and cash equivalents, and restricted cash, as of end of period	$	5,389		$	3,733

Supplemental cash flow information:
Taxes paid	$	—		$	—
Interest paid		133			—

Supplemental disclosure of noncash investing and financing activities:
Acquisition of business, deferred consideration payable included in non-trade accounts payable	$	47,863		$	—
Acquisition of business, shares of common stock exchanged		23,064
Reverse recapitalization, net non-cash liabilities assumed and settlement of preexisting relationship		10,886			—
Reclassification of CPU Share Allocation Obligation from liability to equity		186,766			—
Issuance of common stock for settlement of July Investment Agreement Derivative liabilities		588,944			—
Issuance of common stock for settlement of CPU Share Allocation Obligations liabilities		296,402			—
Fair value of CPU Share Allocation Obligations issued in connection with issuance of certain convertible preferred units		—			4,704
Deferred transaction costs included within accounts payable and accrued expenses		—			2,583
Convertible preferred units issued in exchange for subscription receivable		—			1,500

The ~~Company’s~~accompanying ~~Sponsor, officers~~notes ~~and~~are ~~directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose~~ an ~~amendment to~~integral ~~the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its~~part ~~Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares~~ of ~~Common~~these ~~Stock~~unaudited incondensed ~~conjunction~~consolidated ~~with~~financial ~~any such amendment~~statements.

The Company initially had until September 30, 2022 to complete a Business Combination, nine months following the consummation of the Company’s IPO, and further extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement. The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a perF-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. As of June 24, 2024, the Company announced that funds in the Company’s Trust Account established to hold a portion of the proceeds from the Company’s IPO, including any interest thereon, will not be used, now or in the future, to pay for any dissolution expenses in connection with the liquidation of the Trust Account.6

~~The~~EVOLUTION ~~period~~METALS ~~of time for the~~& ~~Company~~TECHNOLOGIES to complete a business combination under its Certificate of Incorporation was extended for a period of three months from September 30, 2022 to December 30, 2022 upon the deposit of $772,769 into the Trust Account on September 27, 2022 in accordance with the Company’s Certificate of IncorporationCORP. Subsequently, the period of time for the Company to complete a business combination under Certificate of Incorporation was extended for a period of three months from December 30, 2022 to March 30, 2023 upon the deposit of $772,769 into the Trust Account on December 23, 2022.

OnNOTES ~~March~~TO ~~24,~~THE ~~2023,~~UNAUDITED ~~the~~CONDENSED ~~Company~~CONSOLIDATED ~~held~~FINANCIAL a special meeting of its stockholders. In connection with the votes to approve the March Extensions (defined below), the stockholders approved the proposal to amend 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 were identical to the Private Placement Units issued in connection with the IPO of the Company’s Units and repayable upon closing of a Business Combination (the “Extension Note”).STATEMENTS

~~The~~Note ~~Company~~1 ~~and~~- ~~Continental Stock~~Description ~~Transfer~~of &Organization ~~Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by~~ and ~~between~~ ~~Continental~~Business Stock Transfer & Trust Company and the Company which allowed the Company to extend the Combination Period for up to an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing into the trust account the Extension Payment each additional one month extension in exchange for an Extension Note.Operations

7Evolution Metals & Technologies Corp. (formerly known as Welsbach Technology Metals Acquisition Corp. or “WTMA”), a Delaware corporation, and collectively with its subsidiaries (the “Company,” “EM&T,” or “New EM”) is developing a secure, reliable global supply chain for critical minerals and materials (“CMM”), leveraging advanced technologies and strategic consolidation of midstream and downstream manufacturers. The Company will support key industries, such as automotive and aerospace, while driving a sustainable future through efficient processing and the application of cutting edge autonomous and smart robotics. The Company has two direct wholly owned subsidiaries: NewCo Inc. (“NewCo”), incorporated in Delaware on January 5, 2026, and Evolution Metals LLC (“EM LLC”), incorporated in Delaware on February 9, 2024.

~~WELSBACH~~To ~~TECHNOLOGY~~achieve ~~METALS~~this ~~ACQUISITION~~vision, ~~CORP~~on January 5, 2026, EM LLC acquired a controlling equity interest in four separate Korean entities (collectively, the “Four Entities”). The Four Entities are critical to the CMM supply chain in order to combine initial capabilities believed to serve as the foundation for the Company’s growth, transforming raw materials into essential components for further manufacturing; recycling lithium batteries; producing materials that are essential feedstocks used in the production of advanced magnets, which include (a) bonded magnets that are vital components in various high-tech applications (including automotive, aerospace, and consumer electronics industries) and (b) sintered magnets that are crucial for high-performance applications (particularly in the defense and aerospace sectors where precision and durability are paramount); developing AI software and machines to drive automation, innovation, and efficiency to reduce labor costs, lower manufacturing reject rates, and automating the quality of control processes. For further discussion on EM LLC’s acquisition of the Four Entities and the related accounting, refer to Note 4 - Acquisitions.

~~NOTES~~WTMA TOMerger ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Agreement

On January 5, 2026 (~~UNAUDITED~~the “Closing Date”), immediately following the acquisition of the Four Entities, WTMA, a special purpose acquisition company, consummated the business combination pursuant to the terms of the Agreement and Plan of Merger entered into on April 1, 2024 and as amended on November 6, 2024, November 11, 2024, February 10, 2025, March 31, 2025, June 11, 2025, July 21, 2025, and January 5, 2026 (collectively, the “Amended Merger Agreement”), by and among EM LLC, WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and direct wholly owned subsidiary of WTMA (“Merger Sub”), NewCo Inc. (“NewCo”), a Delaware limited liability company, and David Wilcox, as the sole stockholder of NewCo. Pursuant to the Amended Merger Agreement, Merger Sub merged with and into EM LLC, with EM LLC being the surviving corporation and resulting in EM LLC being a wholly owned subsidiary of WTMA (the “Merger” and collectively, with the other transactions contemplated by the Amended Merger Agreement, the “Business Combination”).

~~SEPTEMBER~~As 30discussed in Note 3 - Reverse Recapitalization, ~~2025~~the Business Combination was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Business Combination are those of EM LLC. All information related to the common stock of EM LLC prior to the Closing Date and presented in the financial statements and notes thereto has been retroactively adjusted to reflect the exchange ratio established in the Amended Merger Agreement. For further discussion on the reverse recapitalization and the related accounting, refer to Note 3 - Reverse Recapitalization.

~~The~~To ~~period~~facilitate the closing of the ~~time~~Business ~~for~~Combination, the Company toentered ~~complete~~into a ~~business~~short-term ~~combination~~bridge ~~under~~loan ~~its~~with ~~Certificate~~cash proceeds of ~~Incorporation~~$80.0 ~~was~~million ~~further~~with ~~extended for~~ a ~~period~~stated, offixed ~~six months from~~interest ~~March~~rate ~~30,~~per ~~2023~~annum toof ~~September~~6.0% ~~30,~~and ~~2023~~a ~~upon~~stated ~~the~~maturity ~~deposit~~date of ~~$125,000~~five ~~into~~business ~~the~~days ~~Trust~~following ~~Account~~the onClosing ~~March~~Date. ~~28,~~The ~~2023,~~bridge ~~April~~loan ~~27,~~was ~~2023,~~repaid ~~May~~prior ~~26, 2023,~~to ~~June~~the ~~29,~~maturity ~~2023,~~date ~~August 1, 2023~~ and ~~August~~the ~~29,~~related ~~2023~~interest inexpense ~~accordance~~incurred ~~with~~by the Company’s ~~Certificate~~was ofde ~~Incorporation~~minimis.

OnImmediately ~~March~~following ~~24,~~the ~~2023, holders~~Closing ~~of 4~~Date,~~097,964~~ ~~shares~~EM&T ofoperates ~~common~~as ~~stock~~a ofholding ~~the~~company ~~Company~~and ~~properly~~owns ~~exercised~~100% ~~their~~of ~~right~~EM toLLC, ~~redeem~~which ~~their~~in ~~shares~~turn ~~for~~owns ~~cash~~100% atof aEvolution ~~redemption~~Metals ~~price of~~LLC ~~approximately~~(Korea) ~~$10~~(“Korea DRE”).40 ~~per~~Korea ~~share,~~DRE ~~for~~owns an100% ~~aggregate redemption amount~~ of ~~approximately~~the ~~$42.6~~Four ~~million~~Entities, ~~leaving~~KCM ~~approximately~~Industry ~~$37~~Co.8, ~~million in~~Ltd., ~~the~~KMMI ~~Trust Account~~Inc., ~~based~~Handa onLab ~~the approximately $80~~Co.4, ~~million held in the Trust Account~~Ltd., ~~The~~and ~~amount~~NS ~~due~~World ~~to the redeeming stockholders was disbursed on April 10~~Co., ~~2023~~Ltd.

On April 10, 2023, $42.6 million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders held on March 24, 2023 in connection with the vote to approve the March Extensions.F-7

OnEVOLUTION ~~September~~METALS ~~11, 2023, the~~& ~~Company~~TECHNOLOGIES ~~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~~CORP. ~~There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.~~

OnNOTES ~~September~~TO ~~29,~~THE ~~2023,~~UNAUDITED ~~the Company~~CONDENSED ~~held a special meeting of its stockholders. The stockholders approved the proposal to amend (the “September Charter Amendment”)~~CONSOLIDATED ~~the~~FINANCIAL Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional 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 (the “September Trust Amendment” and together with the September Charter Amendment, the “September Extensions”), for no contribution to the Trust Account. In connection with the votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly exercised and did not reverse, their right to redeem their shares for cash at a redemption price of $10.79 per share, for an aggregate redemption amount of approximately $15.7 million. The amount due to the redeeming stockholders was subsequently disbursed on October 12, 2023.STATEMENTS

OnAlthough ~~October~~WTMA 9,was ~~2023,~~ the ~~Company~~legal ~~received~~acquirer, afor ~~letter~~accounting ~~(the~~purposes ~~“Notice”) from~~ the ~~Nasdaq~~Business ~~Listing~~Combination ~~Qualifications~~is ~~department~~treated ofas ~~Nasdaq~~a ~~Stock~~reverse ~~Market~~recapitalization ~~LLC~~in ~~(“Nasdaq”) stating~~accordance ~~that the Company no longer complied~~ with ~~the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued listing on Nasdaq~~U.S. ~~Under the Rule~~GAAP, ~~the~~with EM ~~Company~~LLC isdeemed ~~required~~ to ~~maintain~~be ~~at least 400 total holders (~~the ~~“Total~~accounting ~~Holder~~acquirer ~~Requirement”). The~~and ~~Notice~~WTMA ~~indicates~~treated ~~that~~as the ~~Company~~acquired ~~had~~company. 45Accordingly, ~~calendar days (~~the ~~“Deadline”)~~unaudited tocondensed ~~submit~~consolidated financial astatements ~~plan~~of ~~(the~~EM&T ~~“Compliance~~subsequent ~~Plan”)~~ to ~~regain compliance with~~ the ~~Rule.~~Closing IfDate ~~Nasdaq~~will ~~accepted~~represent ~~the~~a ~~Compliance~~continuation ~~Plan,~~of ~~Nasdaq could grant~~ the ~~Company~~financial anstatements ~~extension~~ of upEM toLLC, ~~180 calendar~~with ~~days from~~ the ~~date~~net assets of ~~the~~WTMA ~~Notice~~recorded toat ~~evidence~~historical ~~compliance~~cost. OnNo ~~November~~goodwill ~~12,~~or ~~2023~~other ~~the~~intangible ~~Company~~assets ~~received~~were anrecorded ~~extension~~as toa ~~regain~~result ~~compliance~~of ~~with~~ the ~~Rule~~transaction. All onoutstanding orequity ~~before~~interests ~~April 8, 2024. As~~ of ~~April~~EM 5,LLC ~~2024,~~were ~~the~~converted ~~Company~~into ~~has~~shares ~~received~~of ~~e-mail~~EM&T ~~confirmation~~common ~~from~~stock ~~Nasdaq~~in ~~that~~accordance with the ~~Total~~exchange ~~Holder~~ratio established ~~Requirement~~in ~~deficiency~~the ~~had~~Merger ~~been cured, followed by a formal confirmation from Nasdaq on April 11, 2024~~Agreement.

OnIn ~~October~~connection 16with the closing of the Business Combination, ~~2023~~WTMA changed its corporate name to Evolution Metals & Technologies Corp. and on January 6, 2026, the ~~board~~Company’s ofcommon ~~directors~~stock ~~(the~~began ~~“Board”)~~to oftrade on the ~~Company~~Nasdaq ~~appointed~~Stock ~~Mr.~~Market ~~Andrew~~LLC ~~Switaj~~(“Nasdaq”) ~~and~~under ~~Mr.~~the ~~Dominik~~symbol ~~Michael~~“EMAT”. As ~~Oggenfuss~~a asresult ~~directors~~ of the ~~Company~~business combination, ~~effective~~EM&T ~~immediately.~~became Ina ~~connection~~publicly ~~with~~traded ~~their~~operating ~~appointments,~~company ~~the~~focused ~~Company~~on ~~entered~~midstream ~~into~~processing ~~indemnity~~of ~~agreements~~critical materials, ~~with~~including ~~each of~~precious ~~Mr.~~metals, ~~Switaj~~battery ~~and~~metals, ~~Oggenfuss~~magnets on& ~~October~~rare 16earth elements, ~~2023~~and its related products.

OnNote ~~November~~2 8,- ~~2023,~~Summary ~~to mitigate the risk~~ of ~~the~~Significant ~~Company being deemed to have been operating as an unregistered investment company (including under the subjective test~~Accounting of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest-bearing deposit account.Policies

OnBasis ~~January~~of ~~25,~~Presentation and ~~2024,~~Principles ~~the Company~~of ~~issued~~Consolidation: aThe ~~press~~accompanying ~~release~~unaudited tocondensed ~~announce~~consolidated ~~that~~financial itstatements ~~had~~have ~~entered~~been ~~into~~prepared ain accordance ~~non-binding~~with ~~letter~~U.S. ofgenerally ~~intent~~accepted ~~with~~accounting aprinciples ~~target~~(“GAAP”), expressed in ~~the~~U.S. ~~critical~~dollars. ~~materials~~References to GAAP issued ~~space~~by (the ~~“Target”)~~FASB ~~for~~in athese ~~potential~~accompanying ~~business~~notes ~~combination.~~to ~~There~~the ~~can~~unaudited becondensed noconsolidated ~~assurance~~financial ~~that~~statements aare ~~definitive~~to ~~agreement~~the ~~will~~FASB beAccounting ~~entered~~Standards ~~into~~Codification or(“ASC”). ~~that~~The ~~the~~unaudited ~~proposed~~condensed ~~transaction~~consolidated financial statements have been prepared assuming the Company will continue beas ~~consummated~~a going concern.

8The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

~~WELSBACH~~Principles ~~TECHNOLOGY~~of ~~METALS~~Consolidation and ~~ACQUISITION~~Variable ~~CORP~~Interest Entities: The accompanying unaudited condensed consolidated financial statements include the accounts of Evolution Metals & Technologies Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company evaluates all legal entities in which it holds an ownership or economic interest in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation, to determine whether consolidation is required under either the voting interest entity (“VOE”) model or the variable interest entity (“VIE”) model.

~~NOTES~~A TOlegal ~~CONDENSED~~entity ~~CONSOLIDATED~~is ~~FINANCIAL~~considered a ~~STATEMENTS~~VIE when, by design, (i) the entity lacks sufficient equity at risk to finance its activities without additional subordinated financial support, (ii) the holders of the equity investment at risk lack the characteristics of a controlling financial interest, or (iii) the equity holders do not possess substantive voting or participating rights.

The Company consolidates a VIE when it is determined to be the primary beneficiary of the entity. The primary beneficiary is the party that both (~~UNAUDITED~~i) has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

~~SEPTEMBER~~The 30Company evaluates loans, advances, ~~2025~~notes receivable, and other arrangements involving shareholders, affiliates, and related parties to determine whether such arrangements represent variable interests under ASC 810. In performing this assessment, management considers the substance of the arrangement, including contractual rights and obligations, governance rights, exposure to economic variability, and whether the Company has direct or indirect recourse to the assets, operations, or economics of the legal entity.

On March 18, 2024, each of Ms. Emily King and Mr. Andrew Switaj resigned from their positions as directors, and members of the audit committee and compensation committee, effective immediately. Neither Ms. King’s nor Mr. Switaj’s resignation was a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.F-8

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

OnNOTES ~~April~~TO 1,THE ~~2024,~~UNAUDITED ~~the~~CONDENSED ~~Company~~CONSOLIDATED ~~entered~~FINANCIAL 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 the 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 11, 2024, WTMA entered into an Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 1”), by and among WTMA, Merger Sub, and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement (see Note 6). On February 10, 2025, WTMA entered into an Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 2”), by and among WTMA, Merger Sub, and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement (see Note 6).STATEMENTS

OnThe ~~April~~application 5,of ~~2024,~~ASC 810 requires management to exercise significant judgment in determining whether a legal entity is a VIE and whether the Company ~~received~~ ~~e-mail~~is ~~confirmation~~the ~~from~~primary beneficiary ~~Nasdaq~~of that ~~the~~entity. ~~Total~~Such ~~Holder~~judgments ~~Requirement~~include ~~deficiency~~evaluating ~~had~~contractual ~~been~~arrangements, ~~cured~~governance rights, ~~followed~~related byparty arelationships, and ~~formal~~the ~~confirmation~~nature of the Company’s economic interests. Changes in facts and circumstances could result in changes to the Company’s ~~from~~consolidation ~~Nasdaq~~conclusions onin ~~April~~future ~~11,~~reporting ~~2024~~periods.

OnLiabilities ~~April~~Paid ~~18,~~by ~~2024~~Principal Shareholders: The Company complies with SEC Staff Accounting Bulletin Topic 5.T (“SAB Topic 5.T”), Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). Expenses paid by shareholders or related parties on behalf of the Company ~~moved~~are ~~its~~recognized ~~principal~~in ~~office~~the ~~address~~unaudited tocondensed ~~4422~~consolidated N.financial ~~Ravenswood~~statements ~~Ave~~when ~~#1025~~incurred if the Company receives the primary economic benefit of the expenditure, ~~Chicago~~with a corresponding credit recognized within equity, ~~Illinois~~as ~~60640~~appropriate. ~~The~~See ~~Company~~Note ~~also~~17 ~~changed~~- ~~its~~Related ~~telephone~~Party ~~number~~Transactions tofor ~~251-280-1980~~additional detail regarding such arrangements.

OnLiquidity ~~June~~and ~~17,~~Going ~~2024~~Concern: Historically, the Company ~~received~~’s aprimary ~~letter~~sources of liquidity have been cash flows from ~~the~~issuance ~~Nasdaq~~of ~~stating~~convertible ~~that~~preferred ~~the~~units. The Company noreported ~~longer~~a ~~complies~~net ~~with~~loss ~~Nasdaq’s~~of ~~independent~~$440.3 ~~director~~million for the three months ended March 31, ~~audit~~2026. ~~committee~~As of March 31, ~~and~~ ~~compensation~~2026, ~~committee~~the ~~requirements~~Company ashad ~~set~~an aggregate ~~forth~~cash inbalance ~~Listing~~of ~~Rule~~$5.4 ~~5605~~million ~~due~~and toa ~~the~~net ~~resignations~~working capital deficit of Ms$81.8 ~~Emily~~million. ~~King~~These ~~and~~are ~~Mr.~~indicators ~~Andrew~~of ~~Switaj~~substantial doubt as ~~from~~to the Company’s ~~board,~~ability ~~audit~~to ~~committee,~~continue ~~and~~as ~~compensation~~a ~~committee~~going onconcern ~~March~~for ~~18,~~at ~~2024~~least one year from issuance of these Unaudited condensed consolidated financial statements.

On ~~June~~January 285, ~~2024~~2026, the Company ~~held~~consummated athe ~~special~~Business ~~meeting~~Combination and ofis ~~its~~now ~~stockholders.~~focused ~~The~~on ~~stockholders~~executing ~~approved~~its ~~the~~post-combination ~~proposal~~operating toplan ~~amend~~and ~~(the~~capital ~~“June~~formation ~~Charter Amendment”)~~strategy. ~~the~~The ~~Company’s~~Business ~~charter by allowing the Company to extend the~~ Combination ~~Period~~did ~~with~~not ainclude ~~target~~significant ~~for~~external upfinancing toat ~~an additional 12 months~~closing, ~~from~~ ~~June~~see ~~30,~~Note ~~2024~~4 to- upAcquisitions. toThe ~~June 30, 2025 and proposal to amend the Trust Agreement, allowing the~~ Company toexpects ~~extend the Combination Period~~to ~~for~~require ~~up to an~~ additional 12capital ~~months, from June 30, 2024~~ to upsupport toits ~~June~~operations ~~30, 2025 (the “June Trust Amendment”~~ and ~~together~~growth ~~with the June Charter Amendment, the “June Extensions”)~~initiatives. InManagement ~~connection~~is ~~with~~actively ~~the~~pursuing ~~votes~~additional tosources ~~approve~~of ~~the June Extension~~capital, ~~the holders~~ ofincluding ~~1,090,062~~equity ~~shares of common stock of the Company properly exercised,~~ and asstrategic offinancing ~~the date hereof have not reversed, their right to redeem their shares for cash at a redemption price of approximately $11~~arrangements.~~21 per share, for an aggregate redemption amount of approximately $12.22 million. The amount due to the redeeming stockholders was subsequently disbursed on August 2, 2024.~~

OnBased ~~June~~on ~~28, 2024,~~ the ~~Sponsor and the~~ Company ~~have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially~~’s ~~the~~current ~~same~~liquidity ~~terms~~position inand ~~exchange~~expected ~~for~~operating ~~their~~needs, ~~agreement~~management tohas ~~not~~concluded ~~redeem~~that ansubstantial ~~aggregate~~doubt ofabout ~~1,125,000 ordinary shares in~~ the Company’s ~~at the Special Stockholder~~ability ~~Meeting. In exchange for the foregoing commitment not~~ to ~~redeem~~continue ~~such~~as ~~shares,~~a ~~the~~going ~~Sponsor~~concern has ~~agreed~~not tobeen ~~cause~~alleviated. ~~MergeCo~~The toCompany ~~issue~~expects to ~~such Investors~~address anits ~~aggregate~~liquidity ofrequirements ~~337,500~~through ~~ordinary shares of MergeCo immediately following~~ the ~~consummation~~ execution of anits ~~initial~~capital-raising ~~business~~plans ~~combination if~~and ~~they~~the ~~continue~~continued todevelopment ~~hold~~of ~~such~~its ~~Non-Redeemed~~operating ~~Shares through the Special Stockholder Meeting~~business.

9The Company’s future capital requirements will depend on many factors, including the Company’s timing and extent of its research and the acquisition of processing facilities. In order to finance these opportunities and associated costs, the Company would need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through additional equity raises and debt financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its product development business, results of operations and financial condition would be materially and adversely affected.

~~WELSBACH TECHNOLOGY METALS ACQUISITION CORP.~~F-9

~~NOTES~~EVOLUTION TOMETALS ~~CONDENSED~~& TECHNOLOGIES ~~CONSOLIDATED FINANCIAL STATEMENTS~~CORP.

(NOTES TO THE UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~As 30a result of the above, in ~~2025~~connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“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 through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the 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.

OnEmerging ~~July~~Growth ~~12,~~Company: The ~~2024~~Company is an emerging growth company, ~~the~~as ~~Board of~~defined in the ~~Company~~Jumpstart ~~appointed~~Our MrBusiness Startups (“JOBS”) Act. ~~Matthew~~Under ~~Rockett~~the JOBS asAct, aemerging ~~director~~growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the ~~Company~~JOBS Act, ~~effectively~~until ~~immediately.~~such Intime ~~connection~~as ~~with~~to ~~such~~those ~~appointment, the~~standards apply to private companies. The Company ~~entered~~has ~~into~~elected anto ~~indemnity~~use ~~agreement~~this extended transition period for complying with ~~Mr.~~new ~~Rockett~~or onrevised ~~July~~accounting ~~12,~~standards ~~2024.~~that Inhave ~~exchange~~different effective dates for ~~Mr.~~public ~~Rockett’s~~and ~~service~~private oncompanies until the ~~Board,~~earlier of the ~~Company~~date ~~entered~~that ~~into~~it a(i) ~~Share~~is ~~Compensation~~no ~~Agreement~~longer ~~with~~an ~~Mr.~~emerging ~~Rockett~~growth oncompany ~~July~~or ~~12,~~(ii) ~~2024,~~affirmatively ~~which~~and ~~entitles~~irrevocably ~~Mr.~~opts ~~Rockett~~out toof ~~certain~~the extended ~~compensation~~transition ~~subject~~period toprovided in the ~~condition~~JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the ~~Initial~~new ~~Business~~or ~~Combination~~revised isaccounting pronouncements as of public company effective dates. The Company consummated, its ~~among~~initial ~~other~~public ~~things~~offering on December 30, as2021. ~~further~~Accordingly, ~~set~~the ~~forth~~fifth inanniversary of The Company’s initial public offering will ~~the~~occur ~~agreement.~~on MrDecember 30, 2026. ~~Rockett~~Based ~~was~~on ~~appointed~~the toforegoing, ~~serve~~the asCompany expects to remain an ~~independent~~emerging ~~director,~~growth ~~member~~company ofuntil ~~the~~at ~~audit~~least ~~committee~~December 30, 2026, ~~and~~unless ~~chair~~it earlier ceases to qualify as an emerging growth company under the applicable provisions of the ~~compensation committee~~JOBS Act.

OnUse ~~July~~of ~~19,~~Estimates: ~~2024,~~The preparation of financial statements in conformity with GAAP requires the ~~Board~~Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~Company~~date ~~appointed~~of Mrthe Unaudited condensed consolidated financial statements. ~~Justin~~Making ~~Werner~~estimates requires management to exercise significant judgment. Such estimates may be subject to change as amore ~~director~~current ofinformation becomes available and accordingly the ~~Company,~~actual ~~effectively~~results ~~immediately~~could differ significantly from those estimates. InIt ~~connection~~is ~~with~~at ~~such~~least ~~appointment~~reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the ~~Company~~date ~~entered~~of ~~into~~the anUnaudited ~~indemnity~~condensed ~~agreement~~consolidated ~~with~~financial ~~Mr.~~statements, ~~Werner~~which onmanagement ~~July~~considered 19in formulating its estimate, ~~2024.~~could Inchange ~~exchange~~in ~~for~~the Mrnear term due to one or more future confirming events. ~~Werner~~The Company’s ~~service~~most onsignificant assumptions and estimates relate to the ~~Board~~estimation of the provision for credit losses, the ~~Company~~useful ~~entered~~lives ~~into~~of aproperty, ~~Share~~plant ~~Compensation~~and ~~Agreement~~equipment, ~~with~~the Mrchange in fair value of financial instruments. ~~Werner~~These onestimates ~~July~~are ~~19,~~based ~~2024,~~on assumptions which ~~entitles~~management Mrbelieves are reasonable. ~~Werner~~The Company evaluates its estimates on an ongoing basis and makes revisions to ~~certain~~these ~~compensation~~estimates. In connection with business combinations, management ~~subject~~is required to make significant estimates and assumptions to allocate the ~~condition~~purchase ~~that~~consideration to the ~~Initial~~assets ~~Business~~acquired ~~Combination~~and isliabilities assumed ~~consummated~~based on their respective estimated fair values as of the acquisition date. These estimates include, among others, assumptions regarding projected future cash flows, discount rates, royalty rates, customer attrition, useful lives, replacement costs, market participant assumptions, and other ~~things~~valuation inputs used to determine the fair value of identifiable intangible assets, property, plant and equipment, and other acquired assets and assumed liabilities. Any excess of purchase consideration over the fair value of net assets acquired is recorded as ~~further~~goodwill. ~~set~~Goodwill ~~forth~~represents the future economic benefits arising from other assets acquired in ~~the~~a ~~agreement~~business combination that are not individually identified and separately recognized. The Company’s accounting for business combinations may be preliminary Mrduring the measurement period, which may extend up to one year from the acquisition date. ~~Werner~~During ~~was~~the ~~appointed~~measurement period, the Company may record adjustments to ~~serve~~the assets acquired, liabilities assumed, identifiable intangible assets, goodwill, and related income tax effects if new information is obtained about facts and circumstances that existed as anof ~~independent~~the ~~director~~acquisition date and, ~~member~~if known, would have affected the measurement of the ~~audit~~amounts ~~committee~~recognized as of that date. Income taxes also require significant judgment, including estimates related to the realizability of deferred tax assets, the measurement of deferred tax liabilities, the assessment of valuation allowances, the interpretation of tax laws and ~~member~~regulations, and the evaluation of uncertain tax positions. Changes in tax laws, statutory tax rates, future taxable income, valuation allowance assessments, tax planning strategies, or the ~~compensation~~outcome ~~committee~~of tax audits and examinations could materially affect the Company’s income tax provision and related tax balances.

AsForeign aCurrency ~~result~~Translation and Transactions: The Company’s reporting currency is the U.S. dollar. The functional currency of each entity in the ~~appointment~~group is the currency of Mrthe primary economic environment in which it operates. ~~Rockett~~The ~~and~~functional Mrcurrency of the Company’s Korean subsidiaries, KCM Industry Co., ~~Werner~~Ltd. (“KCM”), onKMMI ~~August~~Inc. 1(“KMMI”), ~~2024~~NS World Co., ~~the~~Ltd. ~~Company~~(“NSW”), ~~received~~and aHanda ~~letter~~Lab ~~from~~Co., Ltd. ~~Nasdaq~~(“Handa ~~determining~~Lab”), ~~that~~is the ~~Company~~Korean ~~complied~~Won ~~with the~~(“KRW”). ~~independent~~Transactions ~~director,~~in ~~audit~~foreign ~~committee,~~currencies orare ~~compensation~~initially ~~committee~~recorded ~~requirements~~into functional ~~for~~currency ~~continued~~at ~~listing~~the rates of exchange prevailing on the ~~Nasdaq~~date ~~Global~~of ~~Market~~the ~~as set~~transaction. ~~forth~~Monetary assets and liabilities denominated in foreign ~~Listing~~currencies ~~Rules~~are ~~5605(b)(1),~~remeasured ~~5605(c)(2),~~into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and ~~5605(d)(2)~~liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction.

~~On December 31, 2024, the Company received a letter (the “Notice”) from the Nasdaq stating that the Company no longer complied with the requirements of IM~~F-5101-2 (the “Rule”) for continued listing on Nasdaq. Under the Rule, the Company was required to complete its Business Combination within 36 months of the effectiveness of the Company’s IPO registration statement, or by December 27, 2024, which the Company failed to do. The Company’s securities, including its common stock, rights, and units, was delisted from Nasdaq and was suspended at the opening of business on January 7, 2025. The Notice stated that a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. The Form 25-NSE was filed with the SEC on June 4, 2025.10

~~The~~EVOLUTION ~~Company~~METALS ~~subsequently~~& ~~applied~~TECHNOLOGIES ~~to list its securities on the OTC Markets and is currently quoted on OTCQB~~CORP.

OnNOTES ~~June~~TO ~~26,~~THE ~~2025,~~UNAUDITED ~~the~~CONDENSED ~~Company~~CONSOLIDATED ~~held~~FINANCIAL a Business Combination Special Meeting and the stockholders approved 1) the proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, Merger Sub and EM, and the transactions contemplated thereby (the “Business Combination”), 2) the proposed Second Amended and Restated Certificate of Incorporation of New EM (the “Proposed Charter”) and proposed Amended and Restated Bylaws of New EM (the “Proposed Bylaws”), 3) Advisory Governance Proposals, 4) Director Elections Proposal, 5) Stock Issuance Proposal and 6) New EM Equity Incentive Plan Proposal.STATEMENTS

~~On June 26, 2025, The Company held an Extension Special Meeting and the stockholders approved the proposal to approve and adopt an amendment of the Existing Charter to allow the Company to extend~~ (~~the “Extension”~~UNAUDITED) the date by which the Company has to consummate a business combination for up to an additional three months, from June 30, 2025 (the date which is 42 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to up to September 30, 2025 for no contribution to the trust account established in connection with the IPO and the amendment of the Trust Agreement to permit the Extension.

10Assets and liabilities are translated using the exchange rate in effect as of the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect for the periods presented. The effects of translating these Unaudited condensed consolidated financial statements from functional currency to reporting currency are recorded in accumulated other comprehensive income as a component of stockholders’ equity (deficit).

~~WELSBACH~~Gains ~~TECHNOLOGY~~and ~~METALS~~losses ~~ACQUISITION~~resulting from ~~CORP~~transactions denominated in a currency other than the functional currency of the entity are included in other income (expense), net in the Unaudited condensed consolidated statements of operations using the average exchange rates in effect during the period.

~~NOTES~~Segment TOInformation: ASC ~~CONDENSED~~280, ~~CONSOLIDATED~~“Segment ~~FINANCIAL~~Reporting” ~~STATEMENTS~~(“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Executive Chairman of the Board of Directors, David Wilcox, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM manages the business as a single operating and reportable segment. The CODM uses unaudited condensed consolidated financial statements to allocate resources and assess performance on a consolidated basis. Accordingly, all required financial segment information is presented on a consolidated basis. See Note 15 - Segments for further detail.

~~(UNAUDITED)~~Cash and Cash Equivalents: The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

~~SEPTEMBER~~Restricted 30cash consists of certain cash pledged as collateral for the use of the Company’s corporate credit card. Restricted cash with remaining restrictions of one year or less is classified as current on the balance sheets. The Company has presented restricted cash in cash and cash equivalents in the Condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, restricted cash included in cash and cash equivalents was de minimis.

OnConcentration ~~June~~of ~~20, 2025 and June~~Credit ~~23,~~Risk: ~~2025,~~Financial ininstruments ~~connection~~that ~~with~~potentially subject the ~~Extension~~Company ~~Special~~to ~~Meeting,~~concentrations ~~the~~of ~~Sponsor~~credit ~~and~~risk ~~the~~consist ~~Company~~of ~~entered~~cash ~~into~~accounts ~~Non-Redemption Agreements~~ held with ~~several unaffiliated~~financial ~~third-party~~institutions, ~~holders~~including ofU.S. ~~the~~and ~~Company’s~~Korean ~~common~~financial ~~stock~~institutions, ~~(the~~and ~~“Investors”)~~notes onreceivable. ~~substantially~~Cash ~~the~~accounts ~~same~~held ~~terms~~with inU.S. financial ~~exchange~~institutions ~~for~~may ~~their~~at ~~agreement~~times toexceed ~~not~~the ~~redeem~~Federal upDepository toInsurance anCorporation ~~aggregate~~limit. ofCash ~~704,097~~accounts ~~shares~~held ofby the Company’s ~~common~~Korean subsidiaries ~~stock~~may (at times exceed the ~~“Non-Redeemed Shares”)~~applicable indeposit ~~connection~~protection ~~with~~limits ~~the~~under ~~Extension~~Korean ~~Special~~banking ~~Meeting~~regulations. InEffective ~~exchange~~September ~~for~~1, 2025, the ~~foregoing~~maximum ~~commitment~~deposit ~~not~~protection tocoverage ~~redeem~~in ~~such~~Korea ~~shares,~~was ~~the Sponsor~~increased ~~and~~from ~~the~~KRW ~~Company~~50 ~~have~~million ~~agreed~~ to ~~cause~~KRW ~~the~~100 ~~surviving~~million ~~entity~~per ~~(“MergeCo”)~~depositor ofper ~~any~~covered ~~future~~financial institution. ~~the~~The ~~Company~~amount ~~initial~~over ~~business~~these ~~combination to~~insured ~~issue~~limits toas ~~the~~of ~~Investors~~March 31, up2026 toand anDecember 31, ~~aggregate~~2025 ofwas ~~35,205~~$5.1 ~~ordinary~~million ~~shares~~and $11.4 million respectively. As of ~~MergeCo~~March 31, ~~immediately~~2026 ~~following~~and December 31, 2025, the ~~consummation~~Company ofhas annot ~~initial~~experienced ~~business~~losses ~~combination~~on ifthese accounts and management believes the ~~Investors~~Company ~~continue~~is not exposed to ~~hold~~significant credit risk with respect to such ~~Non-Redeemed~~accounts, based ~~Shares~~on ~~through~~the credit quality of the ~~Extension~~financial ~~Special~~institutions ~~Meeting~~at ~~held~~which onthe ~~June~~deposits ~~26, 2025~~are held.

The ~~Non-Redemption~~Company ~~Agreements~~is subject to potential ~~shall~~credit ~~terminate~~risk onrelated ~~the~~to ~~earlier~~business, ofeconomic ~~(i)~~and ~~the~~financial ~~failure~~market ofconditions ~~the~~that ~~Company’s~~affect ~~stockholders~~entities toit ~~approve~~has ~~the~~advanced ~~Extension~~amounts atto ~~the~~which ~~Extension~~has ~~Special~~been ~~Meeting,~~heightened ~~(ii)~~as ~~the~~a ~~Company’s~~result ~~determination~~of ~~not~~recent toeconomic ~~proceed~~and ~~with~~financial ~~the~~market ~~Extension~~conditions, ~~(iii)~~including ~~the~~in ~~fulfillment~~connection ofwith ~~all~~the ~~obligations~~uncertainties ofand ~~parties~~challenges toin the ~~Non-Redemption~~overall ~~Agreements~~economy, ~~(iv)~~including, ~~the~~among ~~liquidation~~other orthings, ~~dissolution~~inflationary ofpressure ~~the~~and ~~Company,~~increased ~~(v)~~interest ~~the~~rates. ~~mutual~~Certain ~~written~~entities ~~agreement~~that ~~of the parties~~have orreceived ~~(vi)~~advances iffrom the ~~applicable~~Company ~~Investor~~have ~~exercises~~experienced ~~its~~significant ~~redemption~~financial ~~rights~~difficulties ~~with~~(including ~~respect~~bankruptcy), toand ~~any~~others ~~Non-Redeemed~~may ~~Shares~~experience financial difficulties in ~~connection~~the ~~with~~future. ~~the~~These ~~Extension Special~~difficulties ~~Meeting~~expose ~~and~~the ~~such~~Company ~~Non-Redeemed~~to ~~Shares~~increased ~~are~~risk ~~actually~~related ~~redeemed~~to collectability.

~~On June 26, 2025, the Company held the Extension Special Meeting and the Extension was approved by stockholders. The Investors subject to the Non~~F-Redemption Agreements did not redeem their Non-Redeemed Shares in connection with the Extension Special Meeting. Following the Extension Special Meeting, the obligations of the parties under the Non-Redemption Agreements were fulfilled in accordance with their terms, and such agreements terminated.11

InEVOLUTION ~~connection~~METALS ~~with the Business~~& ~~Combination~~TECHNOLOGIES Special Meeting and the Extension Special Meeting, the holders of 1,024,736 shares of the Company’s common stock and 518,102 shares of the Company’s common stock, respectively, properly exercised, and as of June 30, 2025 10-Q filing, an aggregate of 39,000 shares in connection with Business Combination was reversed, their right to redeem their shares for cash at a redemption price of approximately $11CORP.31 per share. Accordingly, in connection with the Extension Special Meeting, the aggregate redemption amount was $5.86 million, leaving approximately $6.38 million in the trust account after giving effect to the redemptions in connection with the Extension Special Meeting, based on the approximately $12.24 million held in the trust account as of June 26, 2025 (less funds that may be withdrawn to pay taxes). Furthermore, in connection with the Business Combination Special Meeting, the aggregate redemption amount was $11.56 million, representing an additional $5.73 million aggregate redemption amount after taking into effect the redemption in connection with the Extension Special Meeting, leaving approximately $0.66 million in the trust account after giving effect to the redemptions in connection with both the Extension Special Meeting and the Business Combination Special Meeting. As previously disclosed, the Company extended the deadline for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination Special Meeting until the Company determines not to accept reversals of redemption instructions. As of June 30, 2025 10-Q filing, an aggregate of 993,736 shares in connection with Business Combination and Extension (475,634 shares and 518,102 shares, respectively) was redeemed effectively at a redemption price of approximately $11.31 per share, for an aggregate redemption amount of approximately $11.24 million ($5.38 million and $5.86 million, respectively). The amount due to the redeeming stockholders in connection with Extension was subsequently disbursed on July 7, 2025. On July 29, 2025, the 475,634 shares redemption in connection with Business Combination was cancelled and new redemptions were made (see below).

OnNOTES ~~September~~TO 2,THE ~~2025,~~UNAUDITED ~~the Company~~CONDENSED ~~held a Business Combination Special Meeting and stockholders approved the resubmitted proposals previously approved on June 26,~~CONSOLIDATED ~~2025~~FINANCIAL ~~Special Meeting of Stockholders to confirm their approval in light of the changes to the business combination that occurred following the June Special Meeting.~~STATEMENTS

11Concentration of Customer Risk: The concentration of customer risk arises when a significant portion of the Company’s revenue is generated from a small group of customers. Reduction of orders, delay of payments, or termination of contracts by these key customers could have a significant negative effect on the Company’s results of operations and cash flows. The Company’s revenue is historically derived from a small number of customers.

~~WELSBACH~~For ~~TECHNOLOGY~~the ~~METALS~~three ~~ACQUISITION~~months ~~CORP~~ended March 31, 2026, the customers accounting for 10% or more of total revenue are Customer A and Customer B, with revenues of $0.7 million (or 38% of total net revenue) and $0.4 million (or 19% of total net revenue), respectively.

~~NOTES~~As TOof ~~CONDENSED~~March 31, ~~CONSOLIDATED~~2026, the ~~FINANCIAL~~customers ~~STATEMENTS~~accounting for 10% or more of accounts receivable are Customer A, Customer B and Customer C, with accounts receivables of $0.3 million (or 14% of total accounts receivable), $0.3 million (or 11% of total accounts receivable), and $1.0 million (or 44% of total accounts receivable), respectively.

Fair Value of Financial Instruments: ASC 820, “Fair Value Measurements and Disclosures” (~~UNAUDITED~~“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

~~SEPTEMBER~~Level ~~30,~~1: ~~2025~~Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

InLevel ~~connection~~2: ~~with~~Observable ~~the~~inputs ~~Business Combination~~other ~~Special~~than ~~Meeting,~~quoted ~~the~~prices ~~holders~~included ofin ~~484,751~~Level ~~shares of the Company’s common stock properly exercised~~1, ~~and~~such as ofquoted ~~September 30,~~prices ~~2025 10-Q filing, an aggregate of 46,147 shares in connection with Business Combination was reversed, their right to redeem their shares~~ for ~~cash~~similar atassets aor ~~redemption~~liabilities ~~price of approximately $11.31 per share. Accordingly,~~ in ~~connection~~active ~~with~~markets ~~the~~or ~~Business~~quoted ~~Combination~~prices Special Meeting, the aggregate redemption amount was $5.48 million, which would leave approximately $0.90 million in the trust account after giving effect to the redemptions in connection with the Business Combination Special Meeting. The Company extended the deadline for ~~its~~identical ~~stockholders to~~or ~~withdraw~~similar ~~and~~instruments ~~reverse any previously delivered demand for redemption made~~ in ~~connection~~markets ~~with~~that ~~the~~are ~~Business Combination Special Meeting until the Company determines~~ not toactive ~~accept~~or ~~reversals~~for ofwhich ~~redemption~~all ~~instructions.~~significant Asinputs ofare ~~September~~observable ~~30,~~or ~~2025~~can ~~10-Q~~be ~~filing,~~corroborated anby ~~aggregate~~observable ~~of 438,604~~market ~~shares in connection with Business Combination was redeemed effectively at a redemption price of approximately $11~~data.~~31 per share, for an aggregate redemption amount of approximately $4.96 million.~~

OnLevel ~~September~~3: ~~29,~~Inputs ~~2025,~~reflect ~~the Company held as Special Meeting of its stockholders and the stockholders approved the proposal to approve and adopt an amendment of the Company~~management’s ~~amended~~best ~~and~~estimate ~~restated certificate~~ of ~~incorporation,~~what asmarket ~~previously~~participants ~~amended,~~would touse ~~allow~~in ~~the~~pricing ~~Company to extend (~~the ~~“Extension”) the~~asset ~~date~~or byliability ~~which~~at the ~~Company~~measurement ~~has~~date. toThe ~~consummate~~inputs aare ~~business~~both ~~combination~~unobservable for upthe toasset anand ~~additional~~liability ~~three~~in ~~months,~~the ~~from~~market ~~September~~and ~~30,~~significant ~~2025~~ to up ~~to December 30, 2025 for no contribution to~~ the ~~trust~~overall ~~account~~fair ~~established~~value ~~in connection with the IPO~~measurement.

InAn ~~connection~~asset’s ~~with~~or ~~the Special Meeting, the holders of 350 shares of the Company~~liability’s fair ~~common~~value ~~stock~~measurement ~~properly~~level ~~exercised,~~within ~~and as of~~ the ~~date~~fair ~~hereof~~value ~~have~~hierarchy ~~not~~is reversed, their right to redeem their shares for cash at a redemption price of approximately $11.38 per share, for an aggregate redemption amount of approximately $4.0 thousand, leaving approximately $6.4 million in the trust account, based on the ~~approximately~~lowest ~~$6.4~~level ~~million held in the trust account as~~ of ~~September~~any ~~29,~~input ~~2025 (less funds~~ that ~~may~~is besignificant ~~withdrawn~~ to ~~pay taxes). The Company has determined that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due upon a redemption of~~ the ~~Company’s~~fair ~~public~~value ~~shares in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date~~measurement. ~~The~~ ~~Company~~Valuation ~~has~~techniques ~~also~~used ~~determined~~need ~~that it will not utilize any funds from its trust account~~ to ~~pay~~maximize ~~any dissolution expenses in connection with~~ the ~~liquidation~~use of ~~the~~observable ~~trust~~inputs ~~account~~ and ofminimize the ~~Company~~use ifof itunobservable ~~does not effect a business combination prior to its termination date~~inputs.

~~The~~Assets Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquired Public Shares in or after the IPO, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, inliabilities ~~such event, such amounts~~measured ~~will~~at befair ~~included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share~~ value ofare ~~the~~based ~~residual~~on ~~assets~~one remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or ~~products~~more ~~sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount~~ of ~~funds in~~ the ~~Trust~~following ~~Account.~~techniques ~~This~~noted ~~liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind~~ in orASC to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.820:

12● Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

~~WELSBACH~~● ~~TECHNOLOGY~~Cost ~~METALS~~approach: ~~ACQUISITION~~Amount ~~CORP~~that would be required to replace the service capacity of an asset (replacement cost).

~~NOTES~~● TOIncome ~~CONDENSED~~approach: ~~CONSOLIDATED~~Techniques ~~FINANCIAL~~to ~~STATEMENTS~~convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing, and excess earnings models).

~~(UNAUDITED)~~F-12

~~SEPTEMBER~~EVOLUTION ~~30,~~METALS ~~2025~~& TECHNOLOGIES CORP.

~~Risks~~NOTES ~~and~~TO ~~Uncertainties~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s ~~results of~~believes ~~operations and~~ its valuation ~~ability~~methods toare ~~complete~~appropriate ~~an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty~~ and ~~volatility~~consistent inwith ~~the~~other ~~financial~~market ~~markets~~participants, ~~many~~however ~~of which are beyond~~ the ~~Company’s~~use ~~control.~~of ~~The~~different ~~Company~~methodologies ~~could be impacted by, among other things, downturns in the financial markets~~ or ~~in economic conditions, increases in oil prices, inflation,~~assumptions ~~increases~~to indetermine ~~interest~~the ~~rates,~~fair ~~supply~~value ~~chain~~of ~~disruptions,~~certain ~~declines~~financial ininstruments ~~consumer~~could ~~confidence~~result ~~and spending, and geopolitical instability, such as the military conflict~~ in ~~Ukraine~~a ~~and~~different ~~the~~fair ~~Middle~~value ~~East.~~measurement ~~The Company cannot~~ at ~~this time fully predict~~ the ~~likelihood~~reporting ~~of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and its ability to complete an initial Business Combination~~date.

OnThe ~~August~~Company’s ~~16, 2022, the IR~~financial ~~Act~~instruments ~~was~~with ~~signed into federal law. The IR Act provides for, among other things,~~ a ~~new~~carrying ~~U.S.~~value ~~federal~~that 1%approximates ~~Excise~~fair ~~Tax~~value onconsist ~~certain repurchases~~ of ~~stock~~cash byand ~~publicly~~cash ~~traded~~equivalents, ~~U.S.~~prepaid ~~domestic~~expenses ~~corporations~~ and ~~certain~~other ~~U.S. domestic subsidiaries of publicly traded foreign corporations~~current ~~occurring on or after January 1~~assets, ~~2023.~~other ~~The~~noncurrent ~~excise tax is imposed on the repurchasing corporation itself~~assets, ~~not~~accounts ~~its~~payable ~~shareholders~~and ~~from~~accrued ~~which shares~~expenses ~~are~~and ~~repurchased.~~other ~~The~~current ~~amount~~liabilities ofbecause ~~the excise tax is generally 1%~~ of the ~~fair~~short-term ~~market value of the shares repurchased at the time of~~nature ~~the~~or ~~repurchase.~~expected ~~However,~~settlement ~~for~~dates ~~purposes~~ of ~~calculating~~these ~~the~~instruments. ~~excise~~The ~~tax,~~Company’s ~~repurchasing~~financial ~~corporations~~instruments that are ~~permitted~~measured toat ~~net the~~ fair ~~market~~ value of ~~certain~~on ~~new~~a ~~stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions~~recurring ~~apply~~basis toare ~~the~~discussed ~~excise~~in ~~tax.~~Note ~~The~~11 ~~U.S.~~- ~~Department~~Fair ofValue ~~the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax~~Measurements.

~~Any~~Non-trade ~~redemption~~Accounts Receivable: orNon-trade ~~other~~accounts ~~repurchase that~~receivable ~~occurs~~consists ~~after~~of ~~December~~secured ~~31,~~and ~~2022,~~unsecured inpromissory ~~connection~~notes with ano ~~Business~~conversion ~~Combination,~~features ~~extension vote or otherwise, may be subject to the excise~~and ~~tax.~~toll ~~Whether~~processing receivables and towas ~~what~~accounted ~~extent~~for ~~the~~as ~~Company~~receivables ~~would~~in ~~be subject to~~ the ~~excise~~scope ~~tax~~of inASC ~~connection~~310, ~~with~~“Receivables” a(“ASC ~~Business Combination~~310”), ~~extension vote~~ orwhich ~~otherwise~~was ~~would~~initially ~~depend~~recorded onat apresent ~~number of factors, including (i) the fair market~~ value ~~of the redemptions~~ and ~~repurchases~~subsequently inre-measured ~~connection with~~at ~~the~~amortized ~~Business~~cost ~~Combination, extension~~ or ~~otherwise~~, ~~(ii)~~in the ~~structure~~case of atoll ~~Business~~processing ~~Combination~~receivables, at ~~(iii)~~ the ~~nature and~~ amount ofexpected ~~any PIPE~~to orbe ~~other~~collected ~~equity~~for ~~issuances~~toll inprocessing ~~connection~~services ~~with~~provided ~~a Business Combination~~ (orsee ~~otherwise~~Note ~~issued~~5 ~~not~~- inNon-trade ~~connection~~Accounts ~~with~~Receivable ~~a Business Combination, but issued within the same taxable year of a Business Combination)~~ and ~~(iv~~Payable) ~~the content of regulations and other guidance from the Treasury~~. InNon-trade ~~addition,~~accounts ~~because~~receivable ~~the~~is ~~excise~~reported ~~tax~~net ~~would be payable by the Company and not by the redeeming holder, the mechanics~~ of ~~any~~an ~~required~~allowance ~~payment of~~for ~~the~~credit ~~excise~~losses ~~tax have not been determined. The foregoing could cause a reduction in the cash available~~ on ~~hand to complete a Business Combination and in~~ the ~~Company’s~~accompanying ~~ability~~Condensed toconsolidated ~~complete~~balance ~~a Business Combination~~sheets.

~~During~~Convertible ~~the second quarter~~Promissory ofNotes: ~~2024,~~Convertible ~~the~~promissory ~~Internal~~notes ~~Revenue~~consist ~~Service issued final regulations with respect to the timing and payment~~ of ~~the~~convertible ~~excise~~promissory ~~tax.~~notes ~~These~~that ~~regulations provided~~were ~~that~~issued ~~the~~by ~~filing~~WTMA and ~~payment~~were ~~deadline~~acquired ~~for~~by ~~any liability incurred during~~ the ~~period from January 1, 2023 to December 31, 2023 would~~ beCompany ~~October~~as ~~31,~~part ~~2024. Any amount~~ of ~~such~~the ~~excise~~Business ~~tax~~Combination. ~~not~~The ~~paid~~convertible inpromissory ~~full,~~notes ~~will~~bear beno ~~subject to additional~~ interest and ~~penalties~~were ~~which~~to ~~are~~be ~~currently estimated~~repaid atupon ~~10%~~consummation of ~~interest per annum and~~ a 5%Business ~~underpayment~~Combination ~~penalty per month~~ or, ~~portion~~at ofthe alender’s ~~month~~discretion, upconvertible tointo ~~25%~~private units of the ~~total~~post-Business ~~liability~~Combination ~~for~~entity ~~any~~at ~~amount~~a ~~that~~price isof ~~unpaid from November 1, 2024 until paid in full~~$10.00 Onper ~~October 15, 2024, the Company filed an excise tax return for the year ended December 31, 2023~~unit. As of ~~the date of filing of these financial statements~~March 31, ~~the Company has not yet paid the amount due. For the three and nine months ended September 30~~2026, ~~2025,~~ the ~~Company~~outstanding ~~recognized~~balance ~~$42,947~~of ~~and~~ $~~102,129 in interest and penalties, respectively~~2. ~~The~~3 ~~Company~~million ~~recognized~~is ~~a total of $115,638~~ in ~~interest~~maturity ~~and penalties through September 30, 2025~~default.

~~For~~Provision ~~the~~for ~~year ended December~~Credit ~~31,~~Losses: ~~2024,~~The ~~the~~ Company’s ~~stockholders~~recognizes ~~redeemed~~a ~~1,090,062~~provision ~~shares~~for ofcredit ~~common~~losses ~~stock~~on ~~for~~convertible anotes ~~total~~receivable, ofnotes ~~$12~~receivable,~~219,791.~~ ~~The~~and ~~Company~~notes ~~evaluated~~receivable ~~the~~— ~~classification~~related ~~and~~party ~~accounting~~(collectively, of the ~~stock redemption under ASC 450,~~ “~~Contingencies”.~~Outstanding ~~ASC 450 states that when a loss contingency exists the likelihood that the future event(s~~Receivables”) ~~will~~in ~~confirm the loss or impairment of~~ an ~~asset~~amount orequal to the ~~incurrence~~estimated ofprobable alosses ~~liability~~net ~~can~~of ~~range from probable to remote~~recoveries. AThe ~~contingent~~Company ~~liability~~currently ~~must~~monitors befinancial ~~reviewed~~conditions atof ~~each~~the ~~reporting~~companies ~~period~~it tohas ~~determine~~Outstanding ~~appropriate~~Receivables ~~treatment. The~~owed ~~excise~~from ~~tax is determined at year end based~~ on ~~events~~a ~~that occurred during the year~~continuing basis. ~~The~~After ~~excise~~considering ~~tax~~current iseconomic ~~representative~~conditions ofand afinancial ~~contingent liability~~stability ~~that is probable~~ of ~~occurring~~its ~~due~~Outstanding toReceivables ~~the extension to September 30~~counterparties, ~~2025,~~an ~~past the end of the Company’s current year reporting~~provision ~~period.~~for ~~The~~credit ~~Company~~losses ~~would~~is bemaintained ~~required to record a liability~~ in the ~~amount~~consolidated ofbalance ~~the~~sheets ~~excise~~at ~~tax~~a ~~liability~~level which ~~would~~management bebelieves ~~calculated~~is assufficient ~~1% of~~to ~~the~~cover ~~shares~~all ~~redeemed~~probable future ~~during~~credit ~~the~~losses ~~reporting~~as ~~period.~~of ~~This position would be reviewed at~~ the ~~end~~balance ofsheet ~~each~~date ~~reporting~~based ~~period~~on ~~for~~specific ~~any~~reserves ~~change in fact. If the SPAC were to completely liquidate~~ and ~~dissolve~~an ~~(within~~expectation ~~the meaning~~ of §future ~~1.331-1(d)(1)(ii))~~economic ~~during~~conditions ~~a taxable year (~~that ~~is, has a final distribution in complete liquidation to which § 331 applies during that taxable year), no distribution by that~~might ~~covered~~impact ~~corporation or covered surrogate foreign corporation during that taxable year is a repurchase~~collectability.

13The Company also evaluates trade accounts receivable, including trade accounts receivable of its Korean subsidiaries, for expected credit losses in accordance with ASC 326, Financial Instruments — Credit Losses. The Company estimates the allowance for credit losses for trade accounts receivable primarily using an aging schedule, which categorizes receivables based on the number of days past due. Past due status is generally measured based on the number of days since the contractual payment due date. The Company considers historical collection experience, current customer-specific facts and circumstances, the aging of outstanding balances, current economic conditions, and reasonable and supportable forecasts, as applicable, in estimating expected credit losses.

~~WELSBACH~~Trade ~~TECHNOLOGY~~accounts ~~METALS~~receivable are ~~ACQUISITION~~generally ~~CORP~~evaluated on a collective basis when they share similar risk characteristics. The Company evaluates receivables individually when such receivables no longer share similar risk characteristics, including when balances are more than 90 days past due and exceed a specified amount, or when management becomes aware of customer-specific collectability concerns, including bankruptcy, financial distress, disputes, or other adverse information. Receivables are deemed uncollectible and written off against the allowance for credit losses after all reasonable collection efforts have been exhausted.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-13

~~(UNAUDITED)~~EVOLUTION METALS & TECHNOLOGIES CORP.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2025~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AsThe ~~such, the~~ Company ~~recorded~~classifies loans aas 1%non-accrual ~~excise~~and ~~tax~~recognizes ~~liability~~income inonly to the ~~amount~~extent ofcash ~~$879,876~~is ~~(inclusive~~received ofwhen ~~$102,129~~there ~~penalties~~is reasonable doubt about collectability of principal and interest. Management used judgment in reaching this determination for ~~the~~all ~~nine~~Outstanding ~~months~~Receivables. ~~ended~~When ~~September 30,~~a ~~2025)~~loan ~~and~~is ~~$719~~placed on non-accrual status,~~090~~ ~~(inclusive~~all ofpreviously ~~$13,509~~accrued ~~penalties~~but ~~and~~uncollected interest ~~for~~is ~~the~~reversed ~~year~~or ~~ended~~charged ~~December~~off ~~31,~~as ~~2024)~~a onprovision for credit losses and the ~~Company’s~~accrual ~~unaudited~~of ~~condensed~~interest ~~consolidated~~income ~~balance~~is ~~sheets~~discontinued. asIf ofa ~~September~~payment ~~30,~~is ~~2025~~received ~~and~~when ~~audited~~a ~~consolidated~~loan ~~balance~~is ~~sheets~~non-accrual, asthe ofpayment ~~December~~is ~~31,~~applied ~~2024,~~to ~~respectively~~the principal balance. ~~The~~Loans ~~liability~~are ~~does~~returned ~~not~~to ~~impact~~accrual status when all the ~~Company’s~~principal ~~unaudited~~and ~~condensed~~interest ~~consolidated~~amounts ~~statements~~contractually ofdue ~~operations~~are ~~and~~brought iscurrent ~~offset~~and ~~against~~future ~~additional~~payments ~~paid-in~~are ~~capital~~reasonably orassured. ~~accumulated~~As ~~deficit~~of ifMarch 31, ~~additional~~2026 ~~paid-in~~and ~~capital~~December 31, is2025, ~~not~~the ~~available~~convertible notes receivable were classified as non-accrual.

OnOutstanding ~~July 4, 2025, the One~~Receivables ~~Big~~and ~~Beautiful~~trade ~~Bill~~accounts ~~Act~~receivable ~~(the~~are ~~“OBBBA”)~~carried ~~was~~at ~~enacted~~amortized ~~into~~cost, ~~law~~net inof ~~the~~provision ~~United~~for ~~States~~credit losses. ~~The~~Amortized ~~significant~~cost ~~provisions~~approximated ofbook ~~OBBBA include~~value ~~the~~as ~~permanent extension and modification~~ of ~~certain~~March 31, ~~provisions~~2026 ~~of the Tax Cuts~~ and ~~Jobs Act~~December 31, ~~including international tax provisions~~2025. ~~The legislation~~After ~~has~~all ~~multiple~~reasonable ~~effective~~attempts ~~dates,~~to ~~with~~collect ~~certain~~a ~~provisions~~receivable ~~effective~~have infailed, ~~2025~~the ~~and~~amount ~~others implemented in later years. The Company~~of ~~is evaluating~~ the ~~provisions~~receivable ~~of OBBBA but it~~ is ~~not~~written ~~expected~~off toagainst ~~have a material impact on~~ the ~~Company’s financial statements~~allowance.

~~Going~~July ~~Concern~~Investment Agreement Derivative: Certain agreements the Company entered into either require the Company to issue or provide the Company the option to issue a variable number of shares of New EM common shares to certain investors and vendors. The Company applies ASC 480, ~~Liquidity~~“Distinguishing Liabilities and ~~Capital~~Equity” ~~Resources~~(“ASC 480”), ASC 815, and ASC 718, “Compensation — Stock Compensation” (“ASC 718”) in its evaluation of the terms of each agreement. Financial instruments that were identified in each agreement and:

As● ofmeet ~~September 30, 2025,~~ the ~~Company~~criteria ~~had~~to ~~negative~~be ~~operating~~accounted ~~cash~~for ~~of $233, reported~~ as ~~bank overdraft and~~ a ~~working~~liability ~~capital deficit of $9,778,472. Further, the Company has incurred and expects to continue to incur significant costs~~ in ~~pursuit~~accordance ofwith ~~its~~ASC ~~financing~~480 ~~and~~were ~~acquisition~~reported ~~plans.~~at ~~The~~fair ~~Company has~~value noat ~~revenue,~~issuance and ~~its~~were ~~business~~re-measured ~~plan~~to isfair ~~dependent~~value oneach ~~the~~reporting ~~completion~~period ofwith achanges ~~Business~~in ~~Combination within~~ the ~~Combination~~estimated ~~Period.~~fair Ifvalue ~~the~~of ~~Company is unable to complete a Business Combination within~~ the ~~Combination~~liability ~~Period,~~recognized ~~it must liquidate. These conditions raise substantial doubt about the Company’s ability to continue~~ as a ~~going~~non-cash ~~concern~~gain ~~within~~or aloss ~~reasonable~~on ~~period~~the ofaccompanying ~~time,~~Unaudited ~~which~~consolidated isstatements ~~considered to be one year from the issuance date~~ of ~~the~~operations ~~unaudited~~and ~~condensed~~comprehensive ~~consolidated financial statements.~~loss;

~~Until~~● ~~the~~do ~~consummation~~not ~~of a~~meet ~~Business Combination,~~ the ~~Company~~criteria ~~will~~to be ~~using~~accounted ~~funds~~for ~~held~~as ~~outside~~a ofliability ~~the~~in ~~Trust~~accordance ~~Account~~with ~~for~~ASC ~~paying~~480 ~~existing accounts payable, identifying~~ and ~~evaluating~~do ~~prospective~~not ~~acquisition~~meet ~~candidates,~~the ~~performing~~criteria ~~business~~to ~~due~~be ~~diligence~~accounted onfor ~~prospective~~as ~~target~~equity ~~businesses,~~in ~~traveling~~accordance towith ~~and from~~ASC ~~the~~815 ~~offices,~~are ~~plants~~accounted orfor ~~similar~~as ~~locations~~a ofliability ~~prospective target businesses, reviewing corporate documents~~ and ~~material~~were ~~agreements of~~reported ~~prospective~~at ~~target~~fair ~~businesses,~~value ~~selecting~~at ~~the~~issuance ~~target~~and ~~business~~were re-measured to ~~acquire~~fair ~~and~~value ~~structuring,~~each ~~negotiating~~reporting ~~and~~period ~~consummating~~with ~~the~~changes ~~business combination.~~in If the ~~Company’s~~estimated ~~estimates~~fair value of the ~~costs~~liability ofrecognized ~~identifying~~as a ~~target business, undertaking in~~non-~~depth~~cash ~~due~~gain ~~diligence,~~or ~~and~~loss ~~negotiating a~~on ~~Business Combination are less than~~ the ~~actual~~accompanying ~~amount~~Unaudited ~~necessary~~consolidated tostatements doof ~~so,~~operations ~~the~~and ~~Company~~comprehensive ~~may have insufficient funds available to operate its business prior to a Business Combination.~~loss;

~~The~~● ~~Company~~meet 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~~criteria ~~funds,~~of ~~from~~a ~~time~~liability-classified toshare-based ~~time~~payment ortransaction ~~at any time,~~ in ~~whatever~~accordance ~~amount~~with ~~they~~ASC ~~deem~~718 ~~reasonable~~were inmeasured ~~their~~based ~~sole~~on ~~discretion, to meet~~ the ~~Company’s~~fair ~~working~~value ~~capital~~of ~~needs. Accordingly,~~ the ~~Company~~transaction ~~may~~on ~~not be able to obtain additional financing. If~~ the ~~Company~~date isof ~~unable~~grant toand ~~raise~~remeasured ~~additional capital, it may be required~~ to ~~take~~ ~~additional~~fair ~~measures~~value toeach ~~conserve~~reporting ~~liquidity,~~period ~~which~~until ~~could~~settlement ~~include,~~or ~~but not necessarily be limited to, suspending the pursuit of a Business Combination~~cancellation. ~~The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.~~

AsAgreements awhere ~~result of the above,~~multiple infinancial ~~connection~~instruments ~~with~~are ~~the~~identified ~~Company’s~~that ~~assessment~~would ofindividually ~~going~~warrant ~~concern~~separate ~~considerations~~accounting ~~in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue~~ as a ~~Going~~derivative ~~Concern,” management~~instrument ~~determined~~are ~~that~~bundled ~~the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the~~together ~~Company’s ability to continue~~ as a ~~going concern through December 30~~single, ~~2025,~~compound ~~the~~embedded ~~scheduled~~derivative ~~liquidation~~that ~~date~~is ofbifurcated ~~the~~and ~~Company~~accounted iffor ~~it does~~separately ~~not complete a Business Combination prior to such date. Management may raise additional capital through loans or additional investments~~ from ~~its Sponsor, stockholders, officers, directors, or third parties to meet~~ the ~~Company’s~~host ~~working~~contract ~~capital~~in ~~needs~~accordance ~~and~~with ~~to complete~~ASC ~~a Business Combination before the mandatory liquidation date~~815. The Company may not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by December 30, 2025. These unaudited condensed consolidated financial statements do not include any adjustments relating to the 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 unaudited condensed consolidated financial 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.

14The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification.

~~WELSBACH TECHNOLOGY METALS ACQUISITION CORP.~~F-14

~~NOTES~~EVOLUTION TOMETALS ~~CONDENSED~~& TECHNOLOGIES ~~CONSOLIDATED FINANCIAL STATEMENTS~~CORP.

(NOTES TO THE UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~Impairment 30of Long-Lived Assets: The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, “Impairment or Disposal of Long-Lived Assets” (“ASC 360-10”), which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. The Company did not record impairment losses during the three months ended March 31, 2026 and three months ended March 31, 2025.

~~Note~~Business 2Combinations and —Asset ~~Summary~~Acquisitions: The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of ~~Significant~~a ~~Accounting~~business and therefore should be accounted for as a business combination, or if the transaction should be accounted for ~~Policies~~as an asset acquisition. Under ASC 805, “Business Combinations” (“ASC 805”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets. If the Company determines that the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, the Company further considers whether the acquisition includes, at a minimum, inputs and processes that have the ability to create outputs in the form of revenue. If the assets acquired meet this criteria, the transaction is accounted for as a business combination.

~~Basis~~The Company accounts for acquisitions that qualify as asset acquisitions utilizing a cost accumulation model whereby the purchase price of ~~Presentation~~the acquisition is allocated to the assets acquired on a relative fair value basis on the date of acquisition. Inputs used to determine such fair values are primarily based upon internally developed models, publicly-available information, a risk-adjusted discount rate and/or publicly-available data regarding transactions consummated by other market participants, as applicable.

The ~~accompanying~~Company ~~unaudited~~accounts for ~~condensed~~business ~~consolidated~~combinations ~~financial~~under ~~statements of~~ the ~~Company~~acquisition ~~are~~method ~~presented~~of ~~in conformity with~~ accounting ~~principles~~under ~~generally~~ASC ~~accepted~~805, ~~in the~~whereby ~~United~~identifiable ~~States~~assets ofacquired, ~~America~~liabilities ~~(“U.S. GAAP”)~~ assumed and ~~pursuant~~any tononcontrolling ~~the~~interest ~~rules~~in ~~and regulations of~~ the ~~SEC.~~acquiree ~~Certain~~are ~~information~~recognized orand ~~footnote disclosures~~measured ~~normally~~as ~~included~~of inthe ~~unaudited~~acquisition ~~condensed~~date ~~consolidated~~at ~~financial~~fair ~~statements prepared in accordance with U~~value.S. ~~GAAP~~Goodwill ~~have~~is ~~been~~recognized ~~condensed~~to orthe ~~omitted,~~extent ~~pursuant~~by towhich the ~~rules~~aggregate ~~and regulations~~ of the ~~SEC~~acquisition-date ~~for~~fair ~~interim~~value ~~financial~~of ~~reporting.~~the ~~Accordingly,~~consideration ~~they~~transferred doand ~~not~~any ~~include~~noncontrolling interest ~~all~~in the ~~information~~acquiree ~~and~~exceeds ~~footnotes~~the ~~necessary~~recognized ~~for~~basis aof ~~complete~~the ~~presentation~~identifiable ofassets ~~financial position~~acquired, ~~results~~net of ~~operations,~~assumed ~~or cash flows~~liabilities. ~~In the~~Determining ~~opinion of management,~~ the ~~accompanying~~fair ~~unaudited condensed consolidated financial statements include all adjustments, consisting~~value of aassets ~~normal recurring nature~~acquired, ~~which~~liabilities ~~are necessary for a fair presentation of the financial position~~assumed, ~~operating results~~ and ~~cash~~noncontrolling ~~flows for~~interest ~~the~~requires ~~periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company~~management’s ~~Annual~~judgment ~~Report~~and onoften ~~Form~~involves ~~10-K, as filed with~~ the ~~SEC~~use of onsignificant ~~March~~estimates ~~25, 2025. The interim results for the three~~ and ~~nine months ended September 30~~assumptions, ~~2025~~including ~~presented~~assumptions ~~are~~with ~~not~~respect ~~necessarily indicative of the results~~ to befuture ~~expected~~cash ~~for~~flows, ~~the~~discount ~~year~~rates ~~ending~~and ~~December~~asset ~~31,~~lives ~~2025~~among orother ~~for any future interim periods~~items.

~~Principles~~Transaction-related costs related to asset acquisitions are capitalized as part of ~~Consolidation~~the cost basis of the acquired assets. Transaction-related expenses and restructuring costs that are deemed to be part of an acquisition of a business are expensed as incurred.

~~The~~Deferred ~~accompanying~~Transaction Costs: ~~unaudited~~Commissions, legal fees and other costs that are direct and incremental costs directly related to the reverse capitalization ~~condensed~~transaction. ~~consolidated~~The ~~financial~~costs ~~statements~~were ~~include~~capitalized as deferred transaction costs until the ~~accounts~~consummation of the ~~Company~~transaction ~~and~~on ~~its~~January ~~wholly-owned~~5, ~~subsidiary~~2026. ~~All~~The costs ~~significant~~were ~~intercompany~~expensed upon the closing of the transaction. As of March 31, 2026 and December 31, 2025, deferred transaction costs ~~balances~~totaling $0.0 million and ~~transactions~~$9.3 ~~have~~million, ~~been~~respectively, ~~eliminated~~were inrecorded ~~consolidation~~on the accompanying Condensed consolidated balance sheets related to the reverse capitalization (see Note 4 - Acquisitions).

~~Emerging~~Net ~~Growth~~Loss Per Share: Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. In periods when the Company is in a net loss position, potentially dilutive securities are excluded from the computation of diluted net loss per share because their inclusion would have an anti-dilutive effect. Thus, basic net loss per share is the same as diluted net loss per share.

The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to nonF-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 15

~~This~~EVOLUTION ~~may~~METALS ~~make comparison~~& ofTECHNOLOGIES the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards usedCORP.

~~Use~~NOTES ofTO ~~Estimates~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Diluted ~~preparation~~net ofloss ~~unaudited~~per share ~~condensed~~is ~~consolidated~~computed ~~financial~~similar ~~statements~~to inbasic ~~conformity~~net ~~with~~loss ~~U.S.~~per ~~GAAP~~share ~~requires~~except ~~the Company’s management to make estimates and assumptions~~ that ~~affect~~ the ~~reported~~denominator ~~amounts~~is ofincreased ~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Making estimates requires management~~ to ~~exercise~~include ~~significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly~~ the ~~actual~~potential ~~results~~dilutive ~~could~~effect ~~differ significantly~~of ~~from~~common ~~those~~stock ~~estimates.~~equivalents Iton ~~is at least reasonably possible that~~ the ~~estimate~~average ofnumber ~~the effect~~ of acommon ~~condition,~~shares ~~situation~~outstanding orduring ~~set of circumstances that existed at~~ the ~~date~~period. As of ~~the unaudited condensed consolidated financial statements~~March 31, ~~which~~2026 ~~management~~and ~~considered in formulating its~~December 31, ~~estimate~~2025, ~~could~~there ~~change~~are inno ~~the~~potentially ~~near~~dilutive ~~term~~securities ~~due~~currently toissued ~~one~~and ~~or more future confirming events~~outstanding. ~~Actual results could differ from those estimates.~~

15Income Taxes: The Company files income tax returns in the U.S. federal jurisdictions, various state jurisdictions, and Korea. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 requires a valuation allowance to be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. ASC 740 also prescribes a recognition threshold and measurement process for accounting for uncertain tax positions, as well as related matters such as derecognition, interest, penalties and disclosures. The Company’s accounting policy is to recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense.

~~WELSBACH~~Inventories: ~~TECHNOLOGY~~Inventories are ~~METALS~~stated ~~ACQUISITION~~at ~~CORP~~the lower of cost and net realizable value. The cost of inventories is determined by the weighted average method (for raw materials, finished goods and merchandise) and the specific identification method (for inventory in transit and work in process goods). The Company assesses the valuation of inventory and periodically writes down the value for estimated excess and obsolete inventory based upon assumptions about future demand and market conditions.

~~NOTES~~Revenue TORecognition: The ~~CONDENSED~~Company ~~CONSOLIDATED~~recognizes ~~FINANCIAL~~revenue ~~STATEMENTS~~when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

~~(UNAUDITED)~~The Company evaluates whether it acts as principal or agent in its revenue transactions. If the Company controls the specified goods or services before they are transferred to the customer, the Company recognizes revenue on a gross basis. If the Company arranges for another party to transfer goods or services to a customer and does not control the specified goods or services before transfer, the Company recognizes revenue on a net basis. Certain arrangements in which the Company arranges for another party to transfer goods to a customer, does not maintain pricing discretion, and does not retain control over the underlying assets are accounted for on a net basis. In such arrangements, the Company does not retain the substantive risks and rewards associated with the underlying raw materials, and the counterparty retains control of the materials in a manner consistent with a tolling or agency arrangement. Accordingly, the Company recognizes only the net amount retained as revenue or other operating income, as applicable.

~~SEPTEMBER~~The 30Company engages in certain resale and tolling arrangements in which it purchases raw materials from specific counterparties, ~~2025~~processes the materials, and resells the processed materials to the same counterparties. The Company evaluates these arrangements based on their substance, including whether the counterparty retains control of the inventory throughout the processing period. When the counterparty retains control of the inventory, the Company does not account for the arrangement as separate purchases and sales of inventory. Instead, the Company accounts for the arrangement as the provision of toll manufacturing or processing services to the counterparty. Under these arrangements, the Company’s performance obligation is the delivery of tolling or processing services, and the net transaction amount is recognized as revenue upon completion of the related services.

~~Cash and Cash Equivalents~~F-16

~~The~~EVOLUTION ~~Company~~METALS ~~considers all~~& ~~short-term~~TECHNOLOGIES ~~investments with an original maturity of three months or less when purchased to be cash equivalents~~CORP. ~~The Company did not have any cash equivalents as of September 30, 2025 and December 31, 2024.~~

~~Bank~~NOTES ~~Overdraft~~TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AsThe ofCompany ~~September~~also ~~30,~~engages in ~~2025~~certain repurchase transactions in which it sells raw materials to specific counterparties and repurchases the materials after processing. In these transactions, the Company ~~had~~has ~~drawn~~an ~~more~~obligation ~~funds~~to ~~than~~repurchase ~~its~~the inventory and maintains control of the inventory throughout the ~~available~~processing ~~cash~~period ~~balance~~because the Company retains legal title to ~~pay~~the ~~operating~~inventory ~~expenses~~and bears inventory risk. AsThe aprocessing ~~result~~period is typically 15 to 60 days, and pricing is generally determined based on the counterparty’s processing costs. The Company ~~had~~accounts afor ~~negative~~these arrangements ~~cash~~as ~~balance~~the receipt of ~~$233~~toll inmanufacturing ~~its~~or ~~operating~~processing ~~bank~~services ~~accounts,~~rather than as distinct sales and purchases or product financing ~~which~~transactions. Accordingly, the net transaction amount is ~~reported~~recognized as aprocessing ~~bank~~fees ~~overdraft~~within cost of goods manufactured or cost of revenues, as applicable. ~~This~~Related ~~overdraft~~amounts isdue ~~classified~~from or due to counterparties under ~~current~~these ~~liabilities~~arrangements inare ~~the~~recorded ~~accompanying~~as ~~unaudited~~non-trade ~~condensed~~accounts receivable ~~consolidated~~or ~~balance~~non-trade ~~sheets~~accounts payable, as applicable.

~~Restricted~~Shipping ~~Cash~~and ~~Held~~handling costs associated with outbound freight, after control over product has transferred to a customer, are accounted for as a fulfillment cost and are included in ~~Trust~~selling, ~~Account~~general and administrative expenses as incurred.

OnTaxes ~~September~~assessed ~~30,~~by ~~2025 and December 31, 2024, substantially all of the assets held in Trust Account were held in cash. The Company’s cash held in the Trust Account are classified as~~ a ~~restricted cash asset. Any investments held in the Trust Account classified as trading securities such as~~government ~~money~~authority ~~market~~that ~~funds and treasury bills~~ are ~~presented~~both imposed on ~~the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains~~ and ~~losses~~concurrent ~~resulting~~with ~~from~~a ~~the~~specific ~~change~~revenue-producing intransaction, ~~fair~~that ~~value of investments held in Trust Account~~ are ~~included~~collected inby ~~interest income from investments held in Trust Account in~~ the ~~accompanying~~Company ~~unaudited condensed consolidated statements of operations. The estimated~~from ~~fair~~a ~~values~~customer, ~~of investments held in Trust Account~~ are ~~determined~~excluded ~~using~~from ~~available market information~~sales. ~~As of September 30, 2025 and December 31, 2024, there were no investments held in Trust Account.~~

~~Offering~~The ~~Costs~~Company’s ~~Associated~~primary source of revenue is product and merchandise sales of magnets. Revenue from product and merchandise sales is recognized when control of the goods is transferred to the customer, which is typically at the point of delivery, at which time the significant risks and rewards of ownership also pass to the customer. Contracts with customers generally state the ~~IPO~~terms of the sale, including the quantity and price ~~Over-allotment~~of each product purchased. Payment terms and conditions may vary by contract. Such contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices, as such, no such provision — e.g. rebates or discounts — is provided. The Company provides assurance type warranties on all of its products, which are not separate performance obligations and are outside the scope of Topic 606. There was no loss contingencies related to warranties recorded as of March 31, 2026 and December 31, 2025.

~~Offering~~Property, ~~costs~~Plant ~~consist principally~~and ofEquipment, ~~legal~~net: Property, ~~accounting~~plant, ~~underwriting fees~~ and ~~other~~equipment ~~costs~~are ~~directly~~stated ~~related~~at ~~to the IPO~~cost. ~~Offering~~Plant ~~costs of the IPO amounted to $4,663,218, which was charged against additional paid-in capital~~ and ~~common~~equipment ~~stock~~under ~~subject~~finance toleases ~~redemption~~are ~~upon~~stated ~~the~~at ~~completion of~~ the ~~IPO. Subsequently,~~ ~~additional~~present ~~offering~~value ~~costs~~ of ~~$125,228 was incurred with~~ the ~~Over-allotment~~lease ~~in January 2022 and was also charged against additional paid-in capital and common stock subject to redemption in January 2022~~payments.

~~Concentration~~Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of ~~Credit~~the ~~Risk~~assets. Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

~~Financial~~The ~~instruments that potentially subject the~~ Company toincurs ~~concentrations of credit risk consist of cash accounts in a financial institution, which, at times,~~maintenance ~~may~~costs ~~exceed~~on ~~the~~its ~~Federal~~major ~~Depository Insurance Corporation limit~~equipment. AsRepair ~~of September 30, 2025, the Company has not experienced losses on these accounts~~ and ~~management~~maintenance ~~believes~~costs ~~the~~are ~~Company~~expensed isas ~~not exposed to significant risks on such account~~incurred.

~~Fair~~Asset ~~Value~~Retirement Obligation: The Company has an asset retirement obligation (“ARO”) arising from contractual requirements associated with the retirement of ~~Financial~~an ~~Instruments~~operating lease for land. This obligation requires the Company to restore the land to its original condition upon termination of the lease. The ARO liability was initially measured at fair value and is subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement cost is capitalized as part of the operating lease right-of-use asset and is amortized on a straight-line basis over the lease term. This amortization is included in the lease expense presented in the statements of operations. The ARO liability is presented within “Other non-current liabilities” in the accompanying balance sheets. The value of the ARO liability is de minimis.

~~The~~Intangible Assets, Net: Intangible assets obtained through acquisitions are recorded at the estimated fair value as of the ~~Company’s~~acquisition date. Amortization of intangible assets ~~and~~with ~~liabilities,~~finite ~~which~~useful ~~qualify~~lives asis ~~financial~~calculated ~~instruments~~using ~~under~~the straight-line method over the ~~ASC~~estimated ~~820,~~useful ~~“Fair~~lives ~~Value~~of ~~Measurements~~the ~~and~~assets. The ~~Disclosures,”~~Company evaluates finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying ~~approximates~~amount of the asset group may not be recoverable. Recoverability is assessed by comparing the carrying ~~amounts~~amount ~~represented~~of inthe asset group to the estimated ~~accompanying~~undiscounted ~~unaudited~~future ~~condensed~~cash ~~consolidated~~flows ~~balance~~expected ~~sheets~~to be generated by the asset group. If the carrying amount of the asset group exceeds the estimated undiscounted future cash flows, ~~primarily~~an ~~due~~impairment loss is recognized to ~~their~~the extent the carrying amount exceeds the estimated ~~short-term~~fair ~~nature~~value of the asset group.

~~Income Taxes~~F-17

~~The~~EVOLUTION ~~Company~~METALS ~~accounts for~~& ~~income~~TECHNOLOGIES ~~taxes under ASC 740, “Income Taxes~~CORP.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

16NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~WELSBACH~~Goodwill: Goodwill ~~TECHNOLOGY~~represents ~~METALS~~the ~~ACQUISITION~~excess ~~CORP~~of purchase consideration transferred over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or elects not to perform the qualitative assessment, the Company performs a quantitative impairment test. Under the quantitative impairment test, goodwill impairment is recognized to the extent that the carrying amount of the reporting unit exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit.

~~NOTES~~The TOCompany ~~CONDENSED~~determines ~~CONSOLIDATED~~the fair ~~FINANCIAL~~value ~~STATEMENTS~~of reporting units using market-based, income-based, or other valuation approaches, as appropriate. Significant assumptions used in impairment testing may include projected revenues, gross margins, operating expenses, capital expenditures, working capital requirements, discount rates, terminal growth rates, market multiples, and other market participant assumptions.

Government Grants: The Company receives grants from local government agencies and public institutions in relation to asset acquisition and research activity that are necessary for the Company’s business activities. Government grants are either deducted from the carrying amount of the related assets or recognized as income when there is reasonable assurance that the Company will comply with the relevant conditions and that the grant will be received. Government grants related to assets are presented in the Condensed consolidated balance sheets by deducting the grant from the carrying amount of the asset. If it is not related to the acquisition of an asset, it can be treated as a grant related to income. Government grants related to income are presented within other income (~~UNAUDITED~~expense), net in the Unaudited condensed consolidated statements of operations.

~~SEPTEMBER~~The 30Company has elected to apply an accounting policy by analogy to IAS 20, ~~2025~~Accounting for Government Grants and Disclosure of Government Assistance, which is commonly accepted in practice under GAAP. The Company believes that this policy appropriately reflects the economic substance of the transactions and enhances comparability with other industry participants.

~~The~~Leases: The Company’s ~~effective tax~~has ~~rate~~entered ~~was~~into ~~(2.28)%~~various operating and ~~(79.46)%~~finance ~~for~~lease ~~the~~agreements ~~three~~for ~~months~~certain ~~ended~~office ~~September 30~~spaces, ~~2025~~transportation ~~and~~equipment ~~2024, respectively,~~ and (2office equipment.~~45)%~~ ~~and~~The ~~(40.40)%~~Company ~~for~~determines ~~the nine~~if ~~months~~an ~~ended~~arrangement ~~September~~is ~~30,~~a ~~2025 and 2024~~lease, ~~respectively.~~or ~~The~~contains ~~effective~~a ~~tax~~lease, ~~rate~~at ~~differs~~inception ~~from~~and records the ~~statutory~~leases ~~tax~~in ~~rate of 21% for~~ the financial ~~three~~statements ~~and~~upon ~~nine~~lease ~~months ended September 30~~commencement, ~~2025~~which ~~and~~is ~~2024 primarily due to~~ the ~~valuation~~date ~~allowance~~when on the ~~deferred~~underlying ~~tax~~asset ~~assets~~is ~~and~~made ~~merger and~~available ~~acquisition~~for ~~costs~~use ~~treated~~by asthe ~~permanent differences~~lessor.

~~ASC~~The ~~740~~Company ~~also~~has ~~clarifies~~lease ~~the~~agreements ~~accounting~~with ~~for~~lease ~~uncertainty in income taxes recognized in an enterprise’s unaudited condensed consolidated financial statements~~ and ~~prescribes~~ anon-lease ~~recognition~~components, ~~threshold~~ and ~~measurement~~elected ~~process for unaudited condensed consolidated financial statement recognition and measurement of a tax position taken or expected~~ to beutilize ~~taken~~the inpractical aexpedient ~~tax return. For those benefits~~ to beaccount ~~recognized,~~for alease ~~tax~~and ~~position must be more~~non-~~likely-than-not to~~lease becomponents ~~sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and~~together ~~penalties,~~as ~~accounting~~a insingle ~~interim~~combined ~~period,~~lease ~~disclosure and transition~~component.

The Company ~~recognizes~~also ~~accrued~~elected ~~interest~~the ~~and~~short-term ~~penalties~~lease ~~related~~exception, toexcept ~~unrecognized~~for ~~tax~~real ~~benefits~~estate, asand ~~income~~therefore ~~tax~~only ~~expense.~~recognizes ~~There were no unrecognized tax benefits as~~ right-of-use ~~September 30,~~assets ~~2025~~ and ~~December~~lease ~~31,~~liabilities ~~2024. Amounts accrued~~ for ~~interest~~leases with ~~and~~a ~~penalties~~term ~~were~~greater ~~$17,073~~than ~~and~~one ~~$0,~~year. ~~respectively,~~When asdetermining oflease ~~September 30~~terms, ~~2025 and~~the ~~December~~Company ~~31,~~factors ~~2024.~~in ~~The~~options ~~Company~~to isextend ~~currently~~or ~~not~~terminate ~~aware~~leases ofwhen ~~any~~it is ~~issues~~reasonably ~~under~~certain ~~review~~ that ~~could~~the ~~result~~Company inwill ~~significant~~exercise ~~payments,~~that ~~accruals or material deviation from its position~~option.

~~The~~Operating ~~Company~~lease ~~has identified~~right-of-use ~~the~~assets ~~United~~and ~~States~~operating aslease ~~its~~liabilities ~~only~~are ~~“major”~~recognized ~~tax~~based ~~jurisdiction.~~on ~~The~~the ~~Company~~present isvalue ~~subject~~of tothe ~~income~~future ~~taxation~~minimum bylease ~~major~~payments ~~taxing~~over ~~authorities~~the lease ~~since~~term ~~inception.~~at ~~These~~commencement ~~examinations~~date. ~~may~~As ~~include~~most ~~questioning~~of the ~~timing~~leases ~~and~~do ~~amount~~not ofprovide ~~deductions~~an implicit rate, the ~~nexus~~Company ofuses ~~income~~an ~~among~~incremental ~~various~~borrowing ~~tax~~rate based ~~jurisdictions~~on ~~and~~the ~~compliance~~information ~~with~~available ~~federal~~at ~~and~~commencement ~~state~~date ~~tax~~in ~~laws.~~determining ~~The Company’s management does not expect that~~ the ~~total~~present ~~amount~~value of ~~unrecognized~~ ~~tax~~future ~~benefits will materially change over the next twelve months~~payments.

~~Common~~Lease ~~Stock~~expenses ~~Subject~~for tooperating ~~Possible~~leases ~~Redemption~~are recognized on a straight-line basis over the lease term and classified as cost of sales or selling, general and administrative expenses depending on the nature of the leased asset. Depreciation expenses for finance lease assets are recognized over the lease term and classified as cost of sales or selling, general and administrative expenses depending on the nature of the leased asset. Interest expenses on finance lease liabilities are recognized as interest expenses in the Unaudited condensed consolidated statements of operations over the lease term.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are 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 the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.F-18

OnEVOLUTION ~~March~~METALS ~~24, 2023, in connection~~& ~~with~~TECHNOLOGIES the votes to approve the March Extensions, the holders of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $42CORP.~~6 million. The amount due to the redeeming stockholders was subsequently disbursed on April 10, 2023.~~

OnNOTES ~~September~~TO ~~29,~~THE ~~2023, in~~UNAUDITED ~~connection~~CONDENSED ~~with~~CONSOLIDATED ~~the~~FINANCIAL votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly exercised their right to redeem their shares for an aggregate redemption amount of $15.7 million. The amount due to the redeeming stockholders was subsequently disbursed on October 12, 2023.STATEMENTS

OnOther ~~June~~Assets: ~~28, 2024, in connection~~Other ~~with~~assets ~~the~~(prepaid ~~votes~~expenses toand ~~approve~~other ~~the~~current ~~June~~assets ~~Extensions,~~and ~~the~~other ~~holders~~noncurrent ofassets) ~~1,090,062~~primarily ~~shares~~consist of ~~common~~prepaid ~~stock of the Company properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $12.22 million~~expenses, ~~leaving~~value ~~approximately~~added ~~$12.06 million~~tax, inincome ~~the~~tax ~~Trust~~assets ~~Account,~~advance ~~based~~payments onand ~~the~~leasehold ~~approximately $24~~deposits.~~28 million held in the Trust Account as of June 28, 2024 (less funds that may be withdrawn to pay taxes).~~

17Cost of Goods Sold: Cost of goods sold primarily consists of direct material costs, direct labor costs, manufacturing overhead, subcontracting and processing costs, depreciation of manufacturing equipment, inventory write-downs, freight-in and other costs directly attributable to the production or acquisition of products sold. Manufacturing overhead includes indirect labor, utilities, facility costs, repair and maintenance costs, supplies, and other production-related costs.

~~WELSBACH~~For ~~TECHNOLOGY~~inventory ~~METALS~~manufactured by ~~ACQUISITION~~the ~~CORP~~Company, cost of goods sold is recognized when the related finished goods are sold and revenue is recognized. For merchandise or raw materials purchased for resale, cost of goods sold is recognized when control of the related goods is transferred to the customer. The Company includes in cost of goods sold normal production costs incurred to bring inventory to its existing condition and location.

~~NOTES~~The TOCompany ~~CONDENSED~~may ~~CONSOLIDATED~~also ~~FINANCIAL~~incur tolling, ~~STATEMENTS~~subcontracting, or third-party processing costs in connection with certain manufacturing or repurchase arrangements. When the Company retains control of the underlying inventory and obtains processing services from a counterparty, the related net processing fees are recognized as part of cost of goods sold or cost of goods manufactured, as applicable. When the Company provides tolling or processing services to a counterparty and the counterparty retains control of the underlying inventory, the Company recognizes the related costs incurred to provide such services as cost of goods sold or cost of services.

~~(UNAUDITED)~~Abnormal costs, including abnormal waste, idle facility costs, excess spoilage, and other costs that do not contribute to bringing inventory to its intended condition and location, are expensed as incurred and are not capitalized into inventory. Cost of goods sold may also include lower of cost or net realizable value adjustments, inventory obsolescence charges, and write-offs of inventory when such amounts are identified.

~~SEPTEMBER~~Selling, 30General and Administrative Costs: Selling, ~~2025~~general and administrative expenses primarily consist of employee-related costs, depreciation on buildings and equipment, amortization of right-of-use assets, professional fees, lease costs and utilities expense.

OnDefined ~~June 26, 2025, in connection~~Severance ~~with~~Benefits: ~~the~~The ~~Business Combination Special Meeting and the Extension Special Meeting, the holders of 1,024,736 shares of the~~ Company~~’s common~~ ~~stock~~has and 518,102 shares of the Company’s common stock, respectively, properly exercised, and as of June 30, 2025 10-Q filing, an aggregate of 39,000 shares in connection with Business Combination was reversed, their right to redeem their shares for cash at a ~~redemption price~~defined ofbenefit ~~approximately~~pension ~~$11.31~~plan ~~per~~covering ~~share.~~KCM ~~Accordingly,~~Industry ~~in connection with the Extension Special Meeting, the aggregate redemption amount was $5~~Co.~~86 million~~, ~~leaving approximately $6.38 million in the trust account after giving effect to the redemptions in connection with the Extension Special Meeting~~Ltd, ~~based~~KMMI ~~on the approximately $12~~Inc.~~24 million held in the trust account as of June 26~~, ~~2025~~and ~~(less~~NS ~~funds~~World ~~that may be withdrawn to pay taxes)~~Co. ~~Furthermore~~, ~~in connection with the Business Combination Special Meeting, the aggregate redemption amount was $11~~Ltd.56 ~~million, representing an additional $5.73 million aggregate redemption amount after taking into effect the redemption in connection~~employees ~~with~~upon ~~the~~their ~~Extension~~retirement ~~Special Meeting, leaving approximately $0.66 million~~ in ~~the~~accordance ~~trust account after giving effect to the redemptions in connection~~ with ~~both~~ the ~~Extension~~Retirement ~~Special~~Benefit ~~Meeting~~Security ~~and~~Act ~~the~~of ~~Business Combination Special Meeting~~Korea. AsFor ~~previously disclosed~~executives, the ~~Company extended~~retirement ~~the~~allowance ~~deadline~~is ~~for its stockholders to withdraw and reverse any previously delivered demand for redemption made~~ applied in ~~connection~~accordance with ~~the~~ ~~Business Combination Special Meeting until~~ the Company’s ~~determines~~Articles ~~not to accept reversals~~ of ~~redemption instructions~~Incorporation. AsEligible ofemployees ~~June~~and ~~30, 2025~~executives ~~10-Q filing, an aggregate of 993,736 shares in connection~~ with ~~Business~~one ~~Combination~~or ~~and~~more ~~Extension~~years ~~(475,634~~of ~~shares and 518,102 shares,~~service ~~respectively)~~are ~~was~~entitled ~~redeemed~~to ~~effectively~~severance atpayments aupon ~~redemption~~termination ~~price~~ of ~~approximately $11.31 per share~~employment, ~~for~~based anon ~~aggregate~~their ~~redemption~~length ~~amount~~ of ~~approximately~~ ~~$11.24 million~~service ~~($5.38 million~~ and ~~$5.86~~pay ~~million, respectively)~~rate. The amount due to the redeeming stockholders in connection with Extension was subsequently disbursed on July 7, 2025. On July 29, 2025, the 475,634 shares redemption in connection with Business Combination was cancelled and new redemptions were made (see below).

OnThe ~~September~~Company 2,recognizes ~~2025,~~the ~~in connection~~net ~~with~~funded ~~the~~status ~~Business~~of ~~Combination~~its ~~Special~~pension ~~Meeting,~~plans in the ~~holders~~Condensed ofconsolidated ~~484~~balance sheets,~~751~~ ~~shares~~measured ofas the ~~Company’s~~difference ~~common~~between ~~stock~~the ~~properly~~projected ~~exercised, and~~benefit asobligation ofand ~~September~~the ~~30,~~fair ~~2025~~value ~~10-Q filing, an aggregate~~ of 46plan assets,~~000~~ ~~shares in connection~~ with ~~Business~~corresponding ~~Combination~~changes ~~was~~recognized ~~reversed,~~in ~~their~~Unaudited ~~right to~~consolidated ~~redeem~~statements ~~their shares for cash at a redemption price~~ of ~~approximately~~operations ~~$11.31~~and ~~per~~comprehensive ~~share~~loss. ~~Accordingly,~~Under inASC ~~connection with the Business~~715, ~~Combination~~service ~~Special Meeting~~cost, ~~the~~interest ~~aggregate~~cost, ~~redemption~~expected ~~amount~~return ~~was~~on ~~$5.48~~plan ~~million~~assets, ~~which~~and ~~would~~the ~~leave~~amortization ~~approximately~~of ~~$0.90~~actuarial ~~million~~gains inor ~~the~~losses ~~trust account~~and ~~after~~prior ~~giving~~service ~~effect~~cost are torecognized ~~the redemptions~~ in ~~connection~~net ~~with the Business Combination Special Meeting~~loss. ~~The~~Actuarial ~~Company~~gains ~~extended~~and ~~the~~losses ~~deadline for~~and ~~its~~prior ~~stockholders~~service tocost ~~withdraw~~arising ~~and~~from ~~reverse~~plan ~~any~~amendments ~~previously~~are ~~delivered~~initially ~~demand~~recorded ~~for redemption made~~ in ~~connection with the Business Combination~~other ~~Special~~comprehensive ~~Meeting~~income ~~until~~(“OCI”) ~~the~~and ~~Company~~subsequently ~~determines~~amortized ~~not~~into tonet ~~accept~~loss ~~reversals of redemption instructions. As of September 30, 2025 10-Q filing, an aggregate of 438,604 shares~~ in ~~connection~~accordance with ~~Business~~ASC ~~Combination was redeemed effectively at a redemption price of approximately $11~~715.~~31 per share, for an aggregate redemption amount of approximately $4.96 million.~~

OnThe ~~September~~obligations ~~29,~~are ~~2025~~measured quarterly, ~~in connection~~or ~~with~~more ~~the~~frequently ~~votes~~if tothere ~~approve~~is ~~Extension~~a remeasurement event, ~~the~~based ~~holders~~on ofour ~~350~~measurement ~~shares~~date ofutilizing ~~the~~various actuarial assumptions and methodologies. The Company’s ~~common~~uses ~~stock~~certain ~~properly~~assumptions ~~exercised~~including, ~~and as~~but ofnot limited to, the ~~date~~discount ~~hereof~~rates, ~~have~~salary ~~not~~growth ~~reversed~~rates, ~~their~~and ~~right~~certain employee-related tofactors, ~~redeem~~such ~~their~~as ~~shares~~turnover, ~~for~~retirement ~~cash~~age atand amortality. ~~redemption~~The ~~price~~Company uses the discount rate based on observations of relevant ~~approximately~~corporate ~~$11~~bonds in the market.38 ~~per share~~As of March 31, ~~for~~2026, anthe ~~aggregate~~Company ~~redemption~~had ~~amount~~pension obligations of ~~approximately~~ $41.05 ~~thousand~~million, ~~leaving~~consisting ~~approximately~~of current obligations of $60.48 million recorded in ~~the~~Accrued ~~trust~~expenses ~~account,~~and ~~based on~~other ~~the~~current ~~approximately~~liabilities and noncurrent obligations of $60.47 million recorded ~~held~~ in ~~the~~Other ~~trust~~noncurrent ~~account~~liabilities. asThe ofCompany ~~September~~did ~~29,~~not ~~2025~~have ~~(less~~any ~~funds~~pension ~~that~~obligations ~~may~~as beof ~~withdrawn~~December 31, ~~to pay taxes)~~2025.

Accordingly, 564,337 and 1,082,789 shares of common stock subject to possible redemption on September 30, 2025 and December 31, 2024, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.F-19

~~Immediately~~EVOLUTION ~~upon~~METALS ~~the closing~~& ofTECHNOLOGIES ~~the IPO, the Company recognized the accretion from the initial book value to redemption amount value~~CORP. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit.

18NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~WELSBACH~~The ~~TECHNOLOGY~~Company ~~METALS~~reviews ~~ACQUISITION~~actuarial assumptions ~~CORP~~and makes modifications to the assumptions based on current rates and trends when appropriate. The Company has adopted an amortization approach and the net cumulative gain or loss at the beginning of the period in excess of the corridor is amortized into net periodic benefit cost on a straight-line basis over the expected average remaining service period of the employees participating in the plan.

~~NOTES~~The TOCompany ~~CONDENSED~~recognizes ~~CONSOLIDATED~~the components ~~FINANCIAL~~of ~~STATEMENTS~~net periodic benefit cost for its defined severance benefits in net loss (generally within operating (expense) or other income (expense), as applicable). Actuarial gains and losses and prior service cost or credit arising from plan amendments are initially recognized in OCI and accumulated in accumulated other comprehensive income (“AOCI”). The Company has adopted an amortization approach and the net cumulative gain or loss at the beginning of the period in excess of the corridor is amortized into net periodic benefit cost on a straight-line basis over the expected average remaining service period of the employees participating in the plan.

~~(UNAUDITED)~~Commitments and contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

~~SEPTEMBER~~Recent 30Accounting Pronouncements, ~~2025~~not yet adopted:

~~The~~ASU ~~shares~~2024-03, “Disaggregation of ~~common~~Income ~~stock~~Statement Expenses (“DISE”)” ~~reflected~~(“ASU 2024-03”) requires disclosures about specific types of expenses included in the expense captions presented on the ~~unaudited~~face of ~~condensed~~the ~~consolidated~~income ~~balance~~statement ~~sheets~~as ~~are~~well ~~reconciled~~as ondisclosure about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the ~~following~~impact ~~table:~~of this ASU on its unaudited condensed consolidated financial statements and disclosures.

Redeemable ordinary shares subject to possible redemption at December 31, 2023	$	23,850,678
Less:
Redemption of common stock		(12,219,791	)
Plus:
Accretion of carrying value to redemption value		514,400
Redeemable ordinary shares subject to possible redemption at December 31, 2024	$	12,145,287
Less:
Redemption of common stock		(5,865,713	)
Plus:
Accretion of carrying value to redemption value		115,703
Redeemable ordinary shares subject to possible redemption at September 30, 2025	$	6,395,277

ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X and S-K into the ASC. The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation S-X and S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. Early adoption is prohibited. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

~~Net~~ASU ~~Loss~~2025-03, ~~per~~“Business ~~Share~~Combination and Consolidation: Determining the Accounting Acquirer in the Acquisition of ~~Common~~a ~~Stock~~Variable Interest Entity” (“ASU 2025-03”) provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting, especially when companies merge with a special-purpose acquisition company (“SPAC”). ASU 2025-03 requires entities to apply the same factors used for determining the accounting acquirer in other acquisition transactions. Essentially, it aims to make financial reporting more comparable and decision-useful for investors by ensuring that the accounting acquirer is appropriately identified in acquisitions of VIEs, particularly in SPAC transactions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

~~The~~ASU ~~Company~~2025-10, ~~computes~~“Government ~~loss per~~Grants ~~share~~(Topic in832): ~~accordance~~Accounting ~~with~~for ~~ASC~~Government Grants ~~260-10-45~~Received ~~“Earnings~~by ~~per~~Business ~~Share,~~Entities” ~~which~~(“ASU ~~requires~~2025-10”) ~~presentation~~establishes ofauthoritative ~~both~~guidance ~~basic~~on ~~and~~the ~~diluted~~recognition, ~~loss~~measurement, ~~per~~presentation, ~~share~~and ondisclosure ~~the~~of ~~face~~government ofgrants ~~the~~received ~~statement~~by ofbusiness ~~operations~~entities. The ~~Company’s~~update ~~public~~aims ~~shares~~to ofreduce ~~common~~diversity ~~stock~~in ~~have~~practice aand ~~redemption right, which~~align ~~differ~~US ~~from~~GAAP ~~the~~more ~~common~~closely ~~stock~~with ~~that~~international ~~are~~standards ~~held~~ by ~~the~~leveraging ~~sponsors.~~principles ~~Accordingly,~~from ~~the~~International ~~Company~~Accounting ~~has~~Standard ~~effectively~~20 ~~two~~(IAS ~~classes~~20). ofASU ~~shares, which are~~2025-10 ~~referred~~requires entities to asrecognize ~~shares~~government ofgrants ~~public~~only ~~common~~when ~~stock~~it ~~and~~is ~~Founder~~probable ~~Shares.~~that ~~Income~~they ~~and~~will ~~losses~~comply ~~are~~with ~~shared~~the ~~pro~~grant ~~rata~~conditions ~~between~~and the ~~two~~grant will ~~classes~~be ~~of shares~~received. ~~Basic~~ ~~loss~~ASU ~~per~~2025-10 ~~share~~ is ~~computed~~effective byfor ~~dividing~~public ~~net~~business ~~loss~~entities ~~available~~for toannual ~~common~~reporting ~~stockholders~~periods bybeginning ~~the~~after ~~weighted~~December ~~average~~15, ~~number of outstanding shares~~2028, ofincluding ~~common~~interim ~~stock~~periods ~~during~~within ~~the~~those ~~period.~~annual ~~Accretion~~periods, ~~associated~~ with ~~the~~early ~~common~~adoption ~~stock~~permitted. ~~subject~~The toCompany ~~possible~~is ~~redemption~~currently isevaluating ~~excluded~~the ~~from~~impact ~~earnings~~of ~~per~~this ~~share~~ASU ason ~~the~~its ~~redemption~~unaudited ~~value~~condensed ~~approximates~~consolidated ~~fair~~financial ~~value~~statements and disclosures.

Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is antiF-dilutive. The Company has excluded the Rights from the calculation of diluted loss per share because the Rights are contingent upon the occurrence of future events and any impact would be anti-dilutive. As a result, diluted net loss per share is the same as basic net loss per share for the three and nine months ended September 30, 2025 and 2024. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock.20

~~The~~EVOLUTION ~~following~~METALS ~~table reflects~~& ~~the~~TECHNOLOGIES ~~calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):~~CORP.

	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
	2025						2024						2025						2024
	Redeemable			Non- redeemable			Redeemable			Non- redeemable			Redeemable			Non- redeemable			Redeemable			Non- redeemable
Basic and diluted net loss per share of common stock
Numerator:
Allocation of loss	$	(66,957	)	$	(368,718	)	$	(25,953	)	$	(54,744	)	$	(398,244	)	$	(1,078,848	)	$	(108,443	)	$	(137,686	)
Denominator:
Basic and diluted weighted average shares outstanding		414,755			2,283,976			1,082,789			2,283,976			843,104			2,283,976			1,798,888			2,283,976
Basic and diluted net loss per share of common stock	$	(0.16	)	$	(0.16	)	$	(0.02	)	$	(0.02	)	$	(0.47	)	$	(0.47	)	$	(0.06	)	$	(0.06	)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

19Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s Condensed consolidated balance sheets, Unaudited consolidated statements of operations and comprehensive loss and consolidated statements of cash flow

~~WELSBACH~~Note ~~TECHNOLOGY~~3 ~~METALS~~- ~~ACQUISITION~~Reverse ~~CORP.~~Recapitalization

~~NOTES~~As TOdescribed ~~CONDENSED~~in ~~CONSOLIDATED~~Note ~~FINANCIAL~~1 ~~STATEMENTS~~- Description of Organization and Business Operations, on January 5, 2026, the Company consummated the Business Combination contemplated by the Amended Merger Agreement. Pursuant to the Amended Merger Agreement, Merger Sub merged with and into EM LLC, with EM LLC being the surviving corporation and resulting in EM LLC being a wholly owned subsidiary of WTMA.

~~(UNAUDITED)~~Although WTMA was the legal acquirer, for accounting purposes the Business Combination is treated as a reverse recapitalization in accordance with U.S. GAAP, with EM LLC deemed to be the accounting acquirer and WTMA treated as the acquired company. WTMA did not meet the definition of a business and had nominal assets, thereby meeting the definition of a public shell company. Accordingly, the accounting treatment is the equivalent of EM LLC issuing stock for the net assets of WTMA, accompanied by a recapitalization whereby neither goodwill nor intangible assets are recognized.

~~SEPTEMBER~~As ~~30,~~a ~~2025~~result of the Business Combination and upon the Closing Date:

~~Recent~~(a) ~~Accounting~~Each ~~Pronouncements~~issued and outstanding common unit and convertible preferred unit of EM LLC outstanding immediately prior to the Merger was automatically cancelled and converted into the right to receive shares of New EM common stock in accordance with the applicable exchange ratio set forth in the Amended Merger Agreement. In addition, the assenting shareholders of KCM Industry Co., Ltd. (“KCM”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“NS World”), and Handa Lab Co., Ltd. (“Handa Lab” and, together with KCM, KMMI and NS World, the “Korean Companies”) received shares of New EM common stock in connection with the acquisition of the Korean Companies.

(b) In ~~December 2023~~total, ~~the FASB~~588,473,653 ~~issued~~shares ~~ASU~~of ~~2023-09,~~New ~~Income~~EM ~~Taxes~~common ~~(Topic~~stock ~~740):~~were ~~Improvements~~issued to ~~Income~~EM ~~Tax~~LLC ~~Disclosures~~unitholders ~~(“ASU~~and ~~2023-09”),~~the ~~which~~assenting ~~requires~~shareholders ~~disclosure~~ of ~~incremental~~the ~~income~~Korean ~~tax~~Companies ~~information~~in ~~within~~connection with the ~~rate~~Business ~~reconciliation~~Combination, ~~and~~consisting ~~expanded~~of ~~disclosures~~(i) of475,962,290 ~~income~~shares ~~taxes~~issued ~~paid~~in exchange for EM LLC common units, ~~among~~(ii) ~~other~~109,436,178 ~~disclosure~~shares ~~requirements.~~issued ~~ASU~~in ~~2023-09~~exchange isfor ~~effective~~EM ~~for~~LLC ~~fiscal~~convertible ~~years~~preferred ~~beginning~~units, ~~after~~and ~~December~~(iii) 153,075,185 ~~2024.~~shares ~~Early~~issued ~~adoption~~to isthe ~~permitted.~~assenting ~~The~~shareholders ~~Company’s management~~of ~~does~~the ~~not~~Korean Companies. ~~believe~~The ~~the~~remaining ~~adoption~~17,391,000 of ~~ASU~~EM ~~2023-09~~LLC convertible preferred units will ~~have~~convert ainto ~~material~~2,898,499 ~~impact~~New onEM ~~its~~common ~~financial~~shares ~~statements~~ninety ~~and~~days ~~disclosures~~after the Closing Date.

~~In November 2023, the FASB issued ASU 2023~~F-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. ASU 2023-07 became effective as of December 31, 2024 and the Company’s management adopted ASU 2023-07 in its financial statements and related disclosures (see Note 9).21

~~Management~~EVOLUTION ~~does~~METALS ~~not believe~~& ~~that~~TECHNOLOGIES any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements for the period ended September 30, 2025CORP.

~~Note~~NOTES 3TO —THE ~~Initial~~UNAUDITED ~~Public~~CONDENSED ~~Offering~~CONSOLIDATED ~~and~~FINANCIAL ~~Over-Allotment~~STATEMENTS

~~Pursuant~~(c) toEach ~~the~~WTMA ~~IPO,~~Unit ~~the~~issued ~~Company~~and ~~sold~~outstanding ~~7,500,000~~as ~~Units~~of atimmediately aprior ~~price~~to ofthe ~~$10.00~~Closing ~~per~~Date ~~Unit.~~was, ~~Each~~to ~~Unit~~the ~~consists~~extent ofnot ~~one~~detached, ~~share~~automatically ofdetached ~~common~~into the underlying stock ~~and~~of ~~one~~WTMA, ~~right~~par tovalue ~~receive~~$0.0001 ~~one-tenth~~ per share (~~1/10~~“WTMA Common Stock”), ofand aone ~~share~~public ofright, ~~common~~and ~~stock~~public ~~upon~~units ~~consummation~~will ofno alonger ~~Business~~trade as ~~Combination.~~separate securities;

~~The~~(d) ~~Company~~Every ~~granted~~ten ~~the~~(10) ~~underwriters~~rights ato 45acquire one-~~day~~tenth ~~option~~of toone ~~purchase~~share upof toWTMA ~~1,125,000~~Common ~~Units~~Stock that were offered and sold by WTMA in its initial public offering and registered pursuant to ~~cover~~the ~~Over-allotment,~~IPO ifregistration statement (the “WTMA Rights”) were canceled and converted into one share of WTMA Common Stock free and clear of all liens (other than any. Onrestrictions ~~January~~on 14resale or other transfer under applicable securities laws and, ~~2022~~in the case of Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the ~~underwriters~~“Sponsor”), ~~partially~~and ~~exercised~~certain officers and directors of WTMA (“Sponsor Persons”), the ~~option~~Sponsor Support and ~~purchased~~Lock-up ~~227~~Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time ceased to have any rights with respect to such WTMA Rights,~~686~~ ~~additional~~except ~~Units.~~as provided by the terms and conditions of the Amended Merger Agreement or by law; and

~~Note~~(e) 4WTMA —changed ~~Private~~its ~~Placement~~name to “Evolution Metals & Technologies Corp.,” and each share of WTMA Common Stock outstanding immediately prior to the Business Combination that was not redeemed remained outstanding as a share of EM&T Common Stock.

OnThe ~~December~~following ~~27,~~table ~~2021,~~presents ~~simultaneously with~~ the ~~consummation~~share ~~of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement~~ownership ~~transaction at a price~~ of ~~$10.00~~EM&T ~~per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of~~ common stock ~~and~~immediately ~~one~~following ~~right~~the ~~to receive one-tenth (1/10) of a share of common stock upon consummation of a~~ Business Combination.:

On January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540.

	Common Shares
Common stock, outstanding prior to Merger		2,848,313
Less: redemption of WTMA shares		(427,871	)
WTMA Rights		772,768
New shares issued pursuant to WTMA extensions		1,597,784
Private placement rights and new board member		85,205
Total common stock from WTMA		4,876,199
Historical EM LLC Member Units (voting)⁽¹⁾		395,186,066
Historical EM LLC Member Units (non-voting)⁽¹⁾		62,601,409
EM LLC Convertible Preferred Units⁽²⁾		12,640,000
EM Share Obligations⁽³⁾		118,046,178
Total shares of common stock immediately after Closing Date		593,349,852

A(1) ~~portion~~The number of ~~the~~EM ~~proceeds from~~LLC ~~the~~Member ~~Private Placement~~ Units ~~were~~was ~~added~~determined ~~to the proceeds~~ from the ~~IPO~~100,000 toand be900,000 ~~held~~outstanding inunits ~~the~~prior ~~Trust~~to ~~Account. If~~ the ~~Company does not complete a~~ Business Combination ~~within the Combination Period~~, ~~the~~converted ~~proceeds from the sale of the Private Placement Units will be used~~ to ~~fund~~their ~~the redemption~~exchange ofbasis ~~the Public Shares (subject to the requirements~~ of ~~applicable~~New ~~law),~~EM ~~and~~common ~~the Private Placement Units will be worthless~~stock.

20(2) For further information, refer to Note 13 - Equity.

~~WELSBACH~~(3) ~~TECHNOLOGY~~For ~~METALS~~further ~~ACQUISITION~~information, ~~CORP~~refer to Note 10 - Derivative Liabilities and Note 11 - Fair Value Measurements.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-22

~~(UNAUDITED)~~EVOLUTION METALS & TECHNOLOGIES CORP.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2025~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~The 5following —table ~~Related~~presents ~~Party~~the ~~Transactions~~net liabilities acquired in the Merger, reconciling the activity located in the Unaudited condensed consolidated statements of changes in stockholders’ equity and Unaudited condensed consolidated statements of cash flows.

Founder Shares

in thousands	January 5, 2026
Cash, net of redemptions	$	13
Prepaid expenses and other current assets		141
Accounts payable		(4,138	)
Short term debt - related parties		(549	)
Convertible promissory notes		(2,296	)
Accrued expenses and other current liabilities		(187	)
Net liabilities assumed		(7,016	)
Settlement of preexisting relationship		(3,857	)
Reverse recapitalization - net the merger		(10,873	)
Less: cash proceeds		(13	)
Non-cash financing - reverse recapitalization		(10,886	)

OnIn ~~June~~connection ~~25,~~with ~~2021,~~ the ~~Sponsor purchased~~Business 1Combination,~~437,500~~ ~~shares (~~the ~~“Founder~~Company ~~Shares”)~~effectively settled ofa ~~the~~preexisting ~~Company’s~~relationship ~~Class~~with BWTMA ~~common~~through ~~stock,~~its ~~par~~prior ~~value~~note $0receivable.~~0001~~ ~~for~~As ~~an aggregate price~~ of ~~$25,000.~~December ~~On October 13~~31, ~~2021~~2025, ~~the~~$1.2 ~~Company~~million ~~effected~~was anincluded ~~exchange~~in non-trade ofaccounts ~~each~~receivable ~~such~~related ~~Class~~to Bloans ~~shares~~made ~~for~~to 1WTMA.5 ~~shares~~As of the ~~Company’s common~~Closing ~~stock~~Date, ~~resulting in~~ the ~~Sponsor~~loan ~~holding~~receivable anamount ~~aggregate~~was of $2~~,156,250~~.7 ~~Founder Shares~~million. ~~The~~In ~~Company no longer has Class B common stock~~connection ~~authorized.~~with ~~The~~the ~~Initial~~settlement ~~Stockholders~~of ~~agreed~~the topreexisting ~~forfeit up to 281~~relationship,~~250~~ ~~Founder Shares to~~ the ~~extent~~Company ~~that~~recognized ~~the~~a ~~Over-allotment~~gain ~~option~~of ~~was~~$1.2 ~~not exercised~~million included in ~~full~~other byincome ~~the underwriters. On January 14~~(expense), ~~2022~~ net, ~~the~~due ~~Sponsor~~to ~~forfeited~~the ~~224,328~~difference ~~Founder~~between ~~Shares~~the ~~for~~Company’s nocarrying ~~consideration,~~value ~~due~~of to the ~~underwriters’~~notes ~~exercise~~and of the ~~Over-allotment~~settlement ~~option~~amount inrecorded ~~part~~by WTMA.

~~The~~Total ~~Founder~~transaction ~~Shares~~costs ~~were~~of ~~placed into~~$9.4 anmillion ~~escrow~~were ~~account~~incurred ~~maintained~~ in ~~New~~relation ~~York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject~~ to the ~~certain~~Merger ~~limited~~through ~~exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until~~ the ~~earlier~~Closing ~~of (i)~~Date. ~~nine~~Due ~~months~~to ~~after~~ the ~~date~~fact ofthat ~~the~~no ~~consummation~~meaningful ofcash aproceeds ~~Business~~were ~~Combination~~obtained ~~and~~through ~~(ii)~~ the ~~date~~Merger, ~~on which~~ the ~~closing~~full ~~price~~ amount of ~~our~~previously ~~common stock~~deferred ~~equals~~transaction orcosts ~~exceeds~~was ~~$12.50~~recognized ~~per share (~~as ~~adjusted~~expense ~~for~~within ~~stock splits~~selling, ~~stock~~general ~~dividends, reorganizations~~ and ~~recapitalizations)~~administrative for ~~any 20 trading days within any 30-trading day period commencing after our Business Combination and~~ the ~~remaining~~three ~~50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until nine~~ months ~~after the date of the consummation of a Business Combination,~~ended orMarch ~~earlier~~31, 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 property2026. ~~Due to Affiliates~~

On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the OverLock-~~allotment~~up ~~option (for an aggregate of $259,136 in excess purchase price).~~agreements

~~For~~In connection with the Amended ~~three~~Merger Agreement, the Company entered into a Sponsor Support and ~~nine~~Lock-Up ~~months~~Agreement with WTMA, the Sponsor and Sponsor ~~ended~~Persons ~~September~~on 30November 6, 2024 and amended on February 10, 2025 WTMA (collectively, the ~~Company~~“Amended ~~expensed~~Sponsor aSupport ~~total~~and ofLock-Up Agreement”). ~~$30~~Pursuant to the Amended Sponsor Support and Lock-Up Agreement,~~000~~ the Sponsor and ~~$90~~Sponsor Persons agreed to,~~000~~ ~~for~~among other ~~support~~things, ~~services~~vote ~~from~~all ~~the~~of ~~Sponsor~~its shares of ~~which~~WTMA ~~amount~~common ~~was reported~~stock (as ~~due~~defined towithin ~~affiliates,~~the ~~respectively.~~Amended ~~For~~Sponsor Support and Lock-Up Agreement) in favor of the ~~three~~Amended Merger Agreement and ~~nine~~the ~~months~~Business ~~ended~~Combination. ~~September~~Also ~~30,~~pursuant ~~2024~~to the Amended Sponsor Support and Lock-Up Agreement, the ~~Company~~Sponsor ~~expensed~~and aSponsor ~~total~~Persons ofagreed ~~$30,000~~to certain customary lock-up restrictions on their ability to transfer their WTMA common stock and ~~$90,000~~the ~~for~~shares ~~support~~of ~~services~~New ~~from~~EM ~~the~~common ~~Sponsor~~stock they received at closing of ~~which~~the ~~amount~~Business ~~was~~Combination ~~reported~~until asthe ~~due~~third toanniversary of ~~affiliates,~~the ~~respectively~~close of the Business Combination.

AsIn ofconnection ~~September~~with ~~30,~~the ~~2025~~Amended Merger Agreement, the Company also entered into an EM Equityholder Support and ~~December~~Lock-Up 31Agreement with WTMA and the sole member of the Company on November 6, 2024 and amended on February 10, ~~respectively~~2025 (collectively and as further supplemented, ~~there~~the ~~were~~“Amended ~~outstanding~~EM ~~amounts~~Equityholder Lock-Up ~~due~~Agreement”). Pursuant to ~~affiliates~~the ofAmended ~~$503,663~~EM ~~and~~Equityholder ~~$413~~Lock-Up Agreement,~~663,~~ ~~which~~the ~~will~~sole bevoting ~~repaid~~member ~~from~~of the Company agreed to execute and deliver written consents with respect to the Company’s ~~operating~~outstanding ~~account~~voting asmember ~~soon~~units asto ~~practicable~~adopt the Amended Merger Agreement and related transactions, approving the Business Combination. Also pursuant to the Amended EM Equityholder Lock-up Agreement, the holders of the member units of EM LLC agreed to certain customary lock-up restrictions on their ability to transfer their EM LLC common units and the shares of New EM common stock they received at closing of the Business Combination until the third anniversary of the close of the Business Combination.

~~Related~~On ~~Party~~January ~~Loans~~5, 2026, in connection with the Business Combination, the equity holders of the Four Entities and the Company’s holders of the Company’s member units entered into lock-up agreements under which they agreed to certain customary lock-up restrictions on their ability to transfer the shares of New EM common stock they received at closing of the Business Combination until up to the third anniversary of the close of the Business Combination. Similarly, on January 5, 2026, the Company’s convertible preferred units entered into lock-up agreements under which they agreed to certain customary lock-up restrictions on their ability to transfer the shares of New EM common stock they received at closing of the Business Combination until seven calendar days following the close of the Business Combination.

In addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a 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 not close, the Company may 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. On December 30, 2024, the Company increased the Working Capital Loans up to $2.5 million in connection with completing a Business Combination. On September 30, 2025, the Company increased the Working Capital Loans up to $4 million in connection with completing a Business Combination.F-23

OnEVOLUTION ~~July~~METALS ~~30, 2023, the Company~~& ~~issued~~TECHNOLOGIES ~~a promissory note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for cash~~CORP. ~~The Company drew an additional $100 from this promissory note which resulted in a total outstanding amount of $84,100.~~

OnNOTES ~~August~~TO ~~30,~~THE ~~2023,~~UNAUDITED ~~September 28,~~CONDENSED ~~2023,~~CONSOLIDATED ~~November~~FINANCIAL 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773, $192,069, $448,287, $474,490, $286,259 and $106,716, respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12,” respectively), to the Sponsor in exchange for cash.STATEMENTS

21Note 4 - Acquisitions

~~WELSBACH~~Acquisition ~~TECHNOLOGY~~of ~~METALS~~Korean ~~ACQUISITION~~Operating ~~CORP.~~Companies

~~NOTES~~Concurrent TOwith ~~CONDENSED~~the ~~CONSOLIDATED~~reverse recapitalization, ~~FINANCIAL~~on ~~STATEMENTS~~January 5, 2026, in exchange for 6,461 non-voting membership units of EM LLC and $48.2 million of purchase consideration payable to dissenting shareholders, EM LLC acquired 100% of the voting equity interests in four Korean operating companies: Handa Lab Co., Ltd. (“Handa”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“NS World” or “NSW”), and KCM Industry Co., Ltd. (“KCM”) (collectively, the “Operating Companies”). The primary purpose for the acquisitions is to build a complete and integrated global supply chain focused on midstream processing of critical materials, including precious metals, battery metals, magnets & rare earth elements, and its related products. Descriptions of the Operating Companies are as follows:

~~(UNAUDITED)~~- Handa specializes in the manufacturing and sale of intelligent monitoring systems, machine vision and laser testing systems, data gathering systems;

~~SEPTEMBER~~- 30KMMI focuses on the production of sintered magnets, ~~2025~~using the NdPr alloy;

~~Working Capital Note 1, together with Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 (hereinafter, collectively, the “Working Capital Notes”) are non~~-~~interest~~ ~~bearing,~~NS ~~unsecured~~World ~~promissory~~specializes ~~notes that will not be repaid~~ in the ~~event~~production ~~that the Company is unable to close a 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~~bonded ~~initial Business Combination out of the proceeds of the Trust Account released to the Company or~~magnets, atusing ~~the~~NdPr ~~Sponsor’s discretion,~~alloy; 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.and

~~The conversion feature was analyzed under ASC 470~~-~~20,~~ ~~“Debt~~KCM ~~with~~specializes ~~Conversion~~in ~~or Other Options”,~~ the ~~Promissory~~manufacturing ~~Notes 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~~sale 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~~neodymium-~~40 as the exercise contingency is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed~~iron-~~for-fixed~~boron ~~criteria~~(“NdFeb”) ~~under~~powder ~~ASC 815-40-15, meets the requirements~~ for ~~equity~~NdFeb ~~classification~~permanent ~~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~~magnets. ~~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.~~

AsThe offollowing ~~September~~table ~~30,~~summarizes ~~2025 and December 31, 2024.~~ the ~~balances~~total ~~outstanding~~consideration ~~under~~transferred ~~the~~for ~~Working~~each ~~Capital Notes were $2,608,430 and $1,740,966, respectively, reported in Working capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.~~acquisition:

Convertible Promissory Notes – Related Party

*in thousands*	Handa		KMMI		NSW		KCM			Total
Equity	$	2,026	$	12,106	$	4,864	$	4,068		$	23,064
Purchase consideration payable to dissenting shareholders⁽¹⁾		4,798		27,920		6,499		8,996			48,213
Settlement of preexisting relationship⁽²⁾		—		—		643		(643	)		—
Total estimated consideration	$	6,824	$	40,026	$	12,006	$	12,421		$	71,277

~~On September 30, 2022 and December 30, 2022, the Company issued two promissory notes, each for $772,769~~ (~~the “First Promissory Note” and “Second Promissory Note” respectively) to the Sponsor in connection with the Extension (see Note~~ 1). The ~~First~~purchase ~~Promissory~~consideration ~~Note and Second Promissory Note bear no interest and are~~ payable ~~upon~~will ~~the~~be ~~earlier~~settled ~~to occur of (i) consummation of the Company’s initial Business Combination out of the proceeds of the Trust Account released to the Company or (ii) at the Sponsor’s discretion, converted,~~ in ~~full~~ orKorean inWon ~~part, upon consummation of the Company’s Business Combination into additional private units at a price of $10.00 per unit~~ (~~the “Conversion”~~KRW).

~~On each of March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection with the Extension~~ (~~see Note 1~~2) inRepresents the ~~principal~~effective ~~amount~~settlement of ~~$125,000~~NSW’s ~~for~~existing ~~each~~accounts ~~note (together with the First Promissory Note and the Second Promissory note, collectively, the “Convertible Promissory Notes”). The Convertible Promissory Notes bear no interest and shall be~~ payable ~~upon the earlier~~ to ~~occur~~KCM ofand ~~(i) consummation of the Company~~KCM’s ~~initial~~existing ~~Business~~accounts ~~Combination~~receivable ~~out~~from ~~of the~~NSW ~~proceeds~~in ofconnection ~~the~~with ~~Trust~~their ~~Account~~concurrent ~~released~~acquisitions toby ~~the~~EM ~~Company’s or (ii) at the Sponsor’s discretion~~LLC, ~~converted,~~which inwas ~~full~~determined orbased ~~in part,~~on ~~upon consummation of~~ the ~~Company’s~~respective ~~Business~~carrying ~~Combination~~values ~~into additional private units~~ at athe ~~price~~Closing ~~of $10~~Date.~~00 per unit (the “Conversion”).~~

~~The~~EM ~~Convertible~~LLC ~~Promissory~~issued 6,461 non-voting ~~Notes~~membership ~~would~~units ~~either~~of beEM ~~repaid~~LLC ~~upon~~to ~~consummation~~assenting ofshareholders, awhich ~~Business~~immediately ~~Combination,~~converted ~~without~~into ~~interest~~3, or075,185 atshares of the ~~lender~~Company’s ~~discretion, convertible~~common ~~into~~stock ~~private~~in ~~units~~connection ofwith 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~~a ortotal ~~Other~~fair ~~Options”,~~value ~~the~~of ~~Promissory Notes did not include any premium or discounts~~$23.1 ~~The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging~~million.” The ~~convertible note~~fair ~~payable~~value 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~~equity ~~settlement requirement. The embedded conversion feature does~~consideration ~~qualify~~was asdetermined ~~equity under ASC 815-40 as the exercise contingency is not~~ based on anthe ~~observable~~closing market orprice ~~index~~of ~~unrelated to~~ the ~~issuer, the~~Company’s ~~instrument~~shares ~~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 acommon ~~derivative~~stock ~~as it fails the net settlement requirement. Based~~ on ~~this analysis,~~ the ~~scope~~date ~~exception~~of ~~would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1~~acquisition.

At both September 30, 2025 and December 31, 2024, there was an aggregate of $2,296,371, outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.F-24

22EVOLUTION METALS & TECHNOLOGIES CORP.

~~WELSBACH~~NOTES ~~TECHNOLOGY~~TO ~~METALS~~THE ~~ACQUISITION~~UNAUDITED ~~CORP.~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~The TOfollowing ~~CONDENSED~~table ~~CONSOLIDATED~~summarizes the ~~FINANCIAL~~preliminary ~~STATEMENTS~~allocation of the purchase price to the assets acquired and liabilities assumed. The initial accounting for this business combination is incomplete as the Company is still in the process of finalizing the valuation of certain intangible assets, property, plant, and equipment, and liabilities assumed. Accordingly, the provisional amounts are subject to change, and any adjustments are expected to be completed within the one-year measurement period from the acquisition date.

(UNAUDITED)

in thousands	Handa			KMMI			NSW			KCM			Total
Cash and cash equivalents	$	457		$	125		$	701		$	95		$	1,378
Non-trade accounts receivable		18			70			930			17			1035
Non-trade accounts receivable - related parties		—			—			—			—			—
Accounts receivable		70			—			1,527			—			1,597
Accounts receivable - related parties		—			—			—			—			—
Inventories		12			—			918			437			1,367
Prepaid expenses and other current assets		4			17			110			—			131
Property, plant and equipment, net		661			1,654			3,152			2,698			8,165
Intangible assets, net		4,540			290			1,470			450			6,750
Other noncurrent assets		43			221			51			6			321
Total assets acquired		5,805			2,377			8,859			3,703			20,744

Accounts payable		(54	)		(79	)		(1,273	)		(168	)		(1,574	)
Accounts payable - related parties		—			—			(869	)		—			(869	)
Short term debt		—			(1,121	)		(367	)		(303	)		(1,791	)
Short term debt - related parties		—			—			(2,165	)		(573	)		(2,738	)
Current portion of long-term debt		(7	)		(16	)		(137	)		(398	)		(558	)
Accrued expenses and other current liabilities		(67	)		(80	)		(1,025	)		(153	)		(1,325	)
Long term debt		(338	)		(525	)		(280	)		(1,920	)		(3,063	)
Other noncurrent liabilities		(153	)		(135	)		(369	)		(127	)		(784	)
Total liabilities assumed		(619	)		(1,956	)		(6,485	)		(3,642	)		(12,702	)

Net assets acquired		5,186			421			2,374			61			8,042
Goodwill		1,648			39,605			9,632			12,360			63,245
Noncontrolling interest		(10	)		—			—			—			(10	)
Total purchase price	$	6,824		$	40,026		$	12,006		$	12,421		$	71,277

~~SEPTEMBER~~Finite-lived 30intangible assets that are being amortized using the straight-line method over their estimated useful lives as of January 5, ~~2025~~2026 consist of the following:

Support Services

in thousands	Handa		KMMI		NSW		KCM		Total		Weighted Average Useful Life (Years)
Developed technology	$	4,540	$	—	$	970	$	450	$	5,960		14.7
Existing customer relationships		—		290		500		—		790		12.8
Total intangible assets	$	4,540	$	290	$	1,470	$	450	$	6,750		14.5

~~Commencing~~Goodwill onrepresents ~~December~~the ~~27,~~excess ~~2021,~~of ~~the~~consideration ~~Company~~transferred ~~entered~~over ~~into an agreement to pay~~ the ~~Sponsor~~fair ~~$10,000~~value ~~per month for the use~~ of ~~office~~identifiable ~~space~~assets ~~and~~acquired ~~administrative support services. For the three~~ and ~~nine~~liabilities ~~months~~assumed ~~ended September 30, 2025, $30,000~~ and ~~$90,000~~is ~~has~~primarily ~~been expensed related~~ attributable to ~~the~~strategic ~~agreement of which $60~~synergies,~~000~~ ~~included~~future ingrowth ~~due to affiliates in the accompanying unaudited condensed consolidated balance sheets~~opportunities, ~~respectively. For~~ the ~~three and~~assembled ~~nine~~workforce ~~months ended September 30, 2024, $30,000~~ and ~~$90,000~~other ~~has~~intangible ~~been~~assets ~~expensed~~that ~~related~~do tonot ~~the~~qualify ~~agreement~~for ~~of which $60,000 included in~~separate ~~due to affiliates in the accompanying unaudited condensed consolidated balance sheet~~recognition. ~~As of September 30, 2025 and December 31, 2024, $90,000 and $120,000 are included in due to affiliates in the unaudited condensed and audited consolidated balance sheets, respectively.~~

~~Note 6 — Commitments and Contingencies~~F-25

~~Registration~~EVOLUTION ~~Rights~~METALS & TECHNOLOGIES CORP.

~~The~~NOTES ~~holders~~TO ofTHE ~~Founder~~UNAUDITED ~~Shares, Private~~CONDENSED ~~Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights~~CONSOLIDATED ~~pursuant~~FINANCIAL to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.STATEMENTS

~~Underwriting~~Valuation ~~Agreement~~Methodologies

The ~~Company~~fair ~~granted~~values ~~the~~of ~~underwriters~~assets aacquired ~~45-day~~and ~~option~~liabilities toassumed ~~purchase~~were updetermined toin ~~1,125,000~~accordance ~~additional~~with ~~Units~~ASC to820, ~~cover~~Fair ~~over-allotments~~Value ~~at the IPO price~~Measurement, ~~less~~using ~~the~~market ~~underwriting~~participant ~~discounts~~assumptions. ~~and~~The ~~commissions.~~Company Onapplied ~~January~~a ~~14,~~combination ~~2022,~~of ~~the underwriters purchased an additional 227~~income,~~686~~ ~~Units~~market atand ancost ~~offering price of $10.00 per Unit~~approaches, ~~generating~~ ~~additional~~as ~~gross proceeds of $2~~appropriate,~~276,860~~ tobased ~~the~~on ~~Company. In February 2022,~~ the ~~remaining~~nature ~~portion~~ of the ~~underwriters’~~respective assets ~~Over-allotment~~acquired ~~option~~and ~~expired~~liabilities assumed.

~~The~~● ~~underwriters~~Inventory ~~were~~was ~~paid a~~valued ~~cash~~using ~~underwriting~~methodologies ~~fee~~that ofconsidered ~~$0.20~~estimated ~~per~~selling ~~Unit~~prices, orcosts ~~$1,545,537~~to ~~in the aggregate. In addition~~complete, ~~$0.35~~costs ~~per Unit, or $2,704,690 in the aggregate will be payable~~ to ~~the underwriters for deferred underwriting commissions~~dispose, ~~which~~holding ~~will~~costs ~~become~~and ~~payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes~~ a ~~Business~~reasonable ~~Combination~~profit allowance, ~~subject~~as ~~to the terms of the Underwriting Agreement~~applicable.

~~Merger~~● ~~Agreement~~Property, plant and equipment were valued using cost or market approaches, as appropriate.

On● ~~April~~Identifiable 1,intangible ~~2024,~~assets ~~the~~consisted ~~Company entered~~primarily ~~into~~of andeveloped ~~Agreement~~technology and ~~Plan~~customer ofrelationships ~~Merger (the “Merger Agreement”) by~~ and ~~among~~represent ~~the~~Level ~~Company,~~3 ~~the~~fair ~~Merger~~value ~~Sub and EM~~measurements.

~~The~~◦ ~~Merger~~Developed technology was valued using either a cost approach or an income-based methodology, depending on the nature and stage of development of the underlying technology.

~~The~~◦ ~~Merger~~Customer ~~Agreement~~relationships ~~provides that,~~were ~~among~~valued ~~other~~using ~~things~~an ~~and~~income ~~upon~~approach, specifically the ~~terms~~ with-and-without ~~subject~~method, towhich ~~the~~estimates ~~conditions~~value ~~thereof,~~based on the ~~following~~incremental ~~transactions~~cash ~~will~~flows ~~occur:~~attributable to existing customer relationships.

~~(i)~~Acquisition-related 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. (ii) 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. (iii) The Company will immediately be renamed Evolution Metals & Technologies Corp. (“New EM”)costs

OnDuring ~~November~~the 6three months ended March 31, ~~2024~~2026, and the ~~Company~~ ~~entered~~three ~~into~~months anended ~~Amended~~March ~~and~~31, ~~Restated~~2025, ~~Agreement~~the Company incurred $0.0 million and ~~Plan~~$0.6 ofmillion, ~~Merger~~respectively, ~~amended~~in ~~and~~acquisition-related costs ~~restated~~for the ~~April~~Operating 1Companies. These are recorded in selling, ~~2024~~general ~~Merger~~and ~~Agreement~~administrative.

23Pro forma financial information

~~WELSBACH~~The ~~TECHNOLOGY~~following ~~METALS~~unaudited ~~ACQUISITION~~pro forma ~~CORP~~financial information presents the combined results of the Company and the Operating Companies as if the acquisitions of the Operating Companies had occurred on January 1, 2025. This pro forma information is for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the acquisitions been completed on that date, nor is it indicative of future results.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended March 31, (Unaudited)
in thousands	2026			2025
Pro Forma Revenue⁽¹⁾	$	1,879		$	1,592
Pro Forma Net Loss		(440,313	)		(20,322	)

(~~UNAUDITED~~1) Since the acquisition of the Operating Companies on January 5, 2026, the unaudited condensed consolidated statement of operations for the three months ended March 31, 2026 includes revenue of $1.9 million and losses of $1.2 million.

~~SEPTEMBER~~These 30pro forma combined historical results were adjusted for: an increase in interest expense for liabilities incurred by the Company for deferred payments to dissenting shareholders, ~~2025~~increased depreciation and amortization expense due to the fair value of fixed assets and intangible assets, and the reclassification of transaction expenses to the beginning of the respective pro forma period.

~~CMR Merger Agreement~~F-26

OnEVOLUTION ~~February~~METALS ~~10, 2025, as~~& ~~part~~TECHNOLOGIES of the series of transactions contemplated by the Business Combination, the Company entered into an Agreement and Plan of Merger (the “CMR Merger Agreement”), by and among the Company, Critical Mineral Recovery, IncCORP.~~, 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 the Company.~~

~~Pursuant~~NOTES toTO ~~the~~THE ~~CMR~~UNAUDITED ~~Merger Agreement,~~CONDENSED ~~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~~CONSOLIDATED ~~and~~FINANCIAL ~~(C) cash in an amount up to $50,000,000 to be used to repay CMR’s indebtedness.~~STATEMENTS

~~The~~Note ~~CMR~~5 ~~Merger~~- ~~Agreement contains~~Non-trade ~~customary~~Accounts ~~representations~~Receivable 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.Payable

~~The~~Non-trade ~~closing~~accounts ofreceivable ~~the~~consisted ~~CMR Merger Agreement is subject to the closing~~ of the following ~~other~~as ~~transactions that are part~~ of ~~the~~March 31, ~~Business~~2026 ~~Combination~~ and ~~other~~December 31, 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.2025:

Under the terms of the Amended and Restated Merger Agreement dated March 31, 2025, regarding the acquisition of CMR Merger Agreement, as previously filed in the Registration Statement on Form S-4, the CMR Merger Agreement may be terminated in the event the business combination does not close by June 30, 2025. On July 3, 2025, the CMR Merger Agreement was terminated.

*in thousands*	March 31, 2026			December 31, 2025
Short-term loan receivable	$	9,342		$	11,653
Toll processing		821			—
Other receivables		39			—
Non-trade accounts receivable, gross		10,202		$	11,653
Less: Provision for credit losses		(9,000	)	$	(10,160	)
Non-trade accounts receivable, net of provision for credit losses	$	1,202		$	1,493

~~Amendment~~The ~~No.~~change 1in short-term loan receivable was primarily due to ~~Merger~~the effective extinguishment of receivables in connection with the Business ~~Agreement~~Combination.

OnThe ~~November~~remaining ~~11,~~amount ~~2024,~~of ~~the~~gross short-term loan receivable ~~Company~~primarily ~~entered~~relates ~~into~~to ana ~~Amendment~~fully Noreserved, $9.0 1million tonote ~~Amended~~with ~~and~~a ~~Restated~~former ~~Agreement~~acquisition ~~and~~target, ~~Plan~~Critical ofMineral ~~Merger~~Recovery, Inc. (“CMR”). In September 2024, the Company entered into a Transactional Advance Agreement (“~~Amendment~~CMR ~~No.~~Advance 1Agreement”), with CMR. Under the ~~Merger~~CMR Advance Agreement, the Company agreed to advance funds to CMR in ~~accordance~~connection with ~~Section~~the 11contemplated acquisition.11 As of December 31, 2025, $9.0 million was outstanding under the ~~Merger~~CMR Advance Agreement. In light of the termination of the contemplated acquisition, effective in July 2025, the Company determined a full allowance for credit losses was necessary for the funds advanced under the CMR Advance Agreement.

~~Amendment~~Non-trade ~~No.~~Accounts 1 amended and restated 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.Payable

24Non-trade accounts payable consisted of the following as of March 31, 2026:

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

*in thousands*	March 31, 2026
Dissenting shareholder appraisal right liabilities	$	46,230
Toll processing		1,632
Other payables		89
Non-trade accounts payable	$	47,951

~~NOTES~~There TOwere ~~CONDENSED~~no ~~CONSOLIDATED~~non-trade ~~FINANCIAL~~accounts ~~STATEMENTS~~payable as of December 31, 2025, prior to the Business Combination.

During the three months ended March 31, 2026, the Company recognized $0.6 million for interest expense for the purchase consideration payable related to the dissenting shareholder appraisal right liabilities, recorded in interest (~~UNAUDITED~~expense) income, net.

~~SEPTEMBER~~Note ~~30,~~6 ~~2025~~- Inventories

~~Amendment~~As ~~No.~~of 2March to31, ~~Merger~~2026, ~~Agreement~~inventories consisted of the following:

On February 10, 2025, the Company entered into Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 2”), which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

in thousands	March 31, 2026
Raw materials	$	150
Indirect materials		40
Inventory in transit		159
Work in process		592
Finished goods		517
Merchandise		146
Inventory reserve		(40	)
Total inventory, net of provision	$	1,564

~~Amendment~~There ~~No.~~were 2no ~~amended~~inventories ~~and restated~~as ~~certain 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, Amendment No. 2 amended and restated certain provisions of the Merger Agreement such that the New EMDecember ~~board of directors after the Closing will consist of six directors~~31, ~~which shall initially include six director nominees designated by EM~~ ~~and reasonably acceptable to the Company~~2025, ~~insofar~~prior ~~as those nominees are elected~~ to the ~~New~~Business ~~EM board of directors~~Combination. Finally, 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 Amendment No. 2.

~~Amendment No. 3 to Merger Agreement~~F-27

OnEVOLUTION ~~March 31,~~METALS ~~2025, the~~& ~~Company~~TECHNOLOGIES ~~entered into Amendment No~~CORP. ~~3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 3”), which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.~~

~~Amendment~~NOTES ~~No.~~TO 4THE toUNAUDITED ~~Merger~~CONDENSED CONSOLIDATED ~~Agreement~~FINANCIAL STATEMENTS

OnNote ~~June~~7 ~~11,~~- ~~2025~~Property, ~~the~~Plant ~~Company entered into an Amendment No. 4 to Amended~~ and ~~Restated Agreement and Plan of Merger (the “Amendment No. 4”)~~Equipment, by and among the Company, the Company’s Merger Subsidiary LLC (“Merger Sub”), and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.Net

~~Amendment~~Details ~~No.~~of 5property, ~~to Merger~~plant ~~Agreement~~and equipment, net as of March 31, 2026, consisted of the following:

On July 21, 2025, the Company entered into an Amendment No. 5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 5”), by and among the Company, the Company’s Merger Subsidiary LLC, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding the acquisition of Critical Mineral Recovery, Inc. and removing references to certain precedent step transactions related thereto.

in thousands	Useful Lives		March 31, 2026
Land		n/a	$	2,942
Buildings, structures and related equipment		20 to 40		2,192
Machinery and equipment		5 to 11		1,564
Vehicles		5 to 7		135
Furniture and fixtures		5 to 11		268
Construction in progress		n/a		151
Tools and office equipment		5 to 11		305
Property, plant, and equipment, gross				7,557
Less: accumulated depreciation				(114	)
Property, plant, and equipment, net			$	7,443

25Total depreciation for the three months ended March 31, 2026 was $0.1 million. There was no property, plant and equipment, net at December 31, 2025, prior to the Business Combination.

~~WELSBACH~~As ~~TECHNOLOGY~~of ~~METALS~~March 31, ~~ACQUISITION~~2026, ~~CORP.~~the details of property, plant and equipment, net pledged as collateral is as follows:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands	Net Carrying Value		Pledged Amount		Creditor
Land, buildings, machinery and equipment	$	5,830	$	4,206	Industrial Bank of Korea
Land and buildings		417		228	Hana Bank

~~(UNAUDITED)~~Note 8 - Goodwill and Intangible Assets

~~SEPTEMBER~~The ~~30,~~changes ~~2025~~in the carrying value of goodwill were as follows:

Ancillary Agreements

in thousands	Total
Balance as of December 31, 2025	$	—
Acquisitions		63,245
Foreign currency translation		(3,184	)
Balance as of March 31, 2026	$	60,061

~~Company~~There ~~Equityholder~~was ~~Support and~~no ~~Lock-up~~accumulated ~~Agreement~~goodwill impairment as of March 31, 2026.

As a condition and inducement to the Company’s willingness to enter into the Merger Agreement, William David Wilcox Jr. (the “Company Equityholder”) executed and delivered to the Company a Support and LockF-up Agreement (the “Company Equityholder Support and Lock-Up Agreement”), dated as of November 6, 2024, by and among the Company Equityholder, the Company, the Sponsor, and the Company Minority Equity holders. 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 the Company’s 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 after the Closing Date subject to the terms and conditions of the Company Equityholder Support and Lock-up Agreement.28

~~Sponsor~~EVOLUTION ~~Support~~METALS ~~and~~& TECHNOLOGIES ~~Lock-Up Agreement~~CORP.

AsNOTES aTO ~~condition~~THE ~~and~~UNAUDITED ~~inducement to~~CONDENSED ~~EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up Agreement~~CONSOLIDATED ~~(the~~FINANCIAL “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, the Company, EM and the persons set forth on Schedule I thereto. Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor agreed, among other things, (i) to vote (whether pursuant to a duly convened meeting of the stockholders of the Company or pursuant to an action by written consent of the stockholders of the Company) 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 the Company’s stockholders, of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of the Company’s 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.STATEMENTS

~~Service~~Identifiable ~~Provider~~intangible ~~Agreements~~assets as of March 31, 2026 and consisted of the following:

From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

	Weighted Average
in thousands	Amortization Period	March 31, 2026
Cost:
Developed technology	13 years	$	5,679
Customer relationships	15 years		753
Total intangible assets			6,432
Accumulated amortization:
Developed technology			(67	)
Customer relationships			(15	)
Total accumulated amortization			(82	)
Total intangible assets, net		$	6,350

~~Backstop~~Total ~~Agreement~~amortization for the three months ended March 31, 2026, was $0.1 million. The estimated future amortization expense for the remainder of the current fiscal year is $0.4 million. Over the next five years, the Company expects to recognize annual amortization of $0.5 million in each year, respectively.

OnThere ~~May~~were 3,no ~~2023,~~identifiable ~~the~~intangible ~~Company and~~assets Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guaranteed any deficiency of restricted cash which may have existed as of ~~September 30, 2025 and~~ December 31, ~~2024~~ 2025, ~~and~~prior ~~agreed~~ to ~~advance~~the ~~funds~~Business ~~as needed to remedy any such deficiency~~Combination.

~~Non~~Note 9 -~~redemption~~ ~~Agreement~~Debt

OnConvertible ~~September~~Promissory 27, 2023 and September 29, 2023, the Sponsor entered into Non-Redemption Agreements with various stockholders of the Company pursuant to which these stockholders committed not to redeem their redeemable shares in connection with the special meeting held on September 29, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 2,432,185 shares of redeemable common stock. In consideration of this agreement, the Sponsor agreed to cause the surviving entity (“MergeCo”) of any future initial Business Combination to issue to such shareholders a certain number of additional ordinary shares of MergeCo immediately following the consummation of an initial Business Combination, if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on September 29, 2023.Notes

26Prior to the consummation of the Business Combination, WTMA issued certain convertible promissory notes to the Sponsor to fund amounts required in connection with extensions of the deadline to consummate its initial business combination. On September 30, 2022 and December 30, 2022, WTMA issued two promissory notes, each in the principal amount of $0.8 million, to the Sponsor. On March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, WTMA issued six additional promissory notes to the Sponsor, each in the principal amount of $0.1 million. Collectively, these promissory notes are referred to as the “Convertible Promissory Notes.”

~~WELSBACH~~The ~~TECHNOLOGY~~Convertible ~~METALS~~Promissory Notes ~~ACQUISITION~~are ~~CORP~~non-interest bearing and unsecured. Prior to the Business Combination, the Convertible Promissory Notes were payable upon the earlier of (i) the consummation of WTMA’s initial business combination, out of the proceeds of the trust account released to WTMA, or (ii) at the Sponsor’s discretion, conversion, in whole or in part, upon consummation of the initial business combination into additional private units at a price of $10.00 per unit.

~~NOTES~~In TOconnection ~~CONDENSED~~with ~~CONSOLIDATED~~the ~~FINANCIAL~~Business Combination, ~~STATEMENTS~~the Company assumed the obligations under the Convertible Promissory Notes. The Convertible Promissory Notes were not converted in connection with the Business Combination and remain outstanding as of March 31, 2026. No principal or interest payments have been made under the Convertible Promissory Notes.

~~(UNAUDITED)~~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.

~~SEPTEMBER 30, 2025~~F-29

OnEVOLUTION ~~June~~METALS ~~28, 2024, the Sponsor~~& ~~and~~TECHNOLOGIES the Company entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company at the special meeting held on June 28, 2024CORP. In exchange for the foregoing commitment not to redeem such shares, the Sponsor agreed to cause MergeCo to issue to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial Business Combination if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on June 28, 2024.

OnNOTES ~~June~~TO ~~20,~~THE ~~2025~~UNAUDITED ~~and~~CONDENSED ~~June~~CONSOLIDATED ~~23,~~FINANCIAL 2025, in connection with the Extension Special Meeting, the Sponsor and the Company entered into Non-Redemption Agreements with several unaffiliated third-party holders of the Company’s common stock (the “Investors”) on substantially the same terms in exchange for their agreement to not redeem up to an aggregate of 704,097 shares of the Company’s common stock (the “Non-Redeemed Shares”) in connection with the Extension Special Meeting. In exchange for the foregoing commitment not to redeem such shares, the Sponsor and the Company have agreed to cause the surviving entity (“MergeCo”) of any future the Company initial business combination to issue to the Investors up to an aggregate of 35,205 ordinary shares of MergeCo immediately following the consummation of an initial business combination if the Investors continue to hold such Non-Redeemed Shares through the Extension Special Meeting held on June 26, 2025.STATEMENTS

~~The~~No ~~Non-Redemption~~principal ~~Agreements shall~~or ~~terminate on the earlier of (i) the failure of the Company’s stockholders to approve the Extension at the Extension Special~~interest ~~Meeting,~~payments ~~(ii)~~have ~~the~~been ~~Company’s~~made ~~determination~~under ~~not to proceed with~~ the ~~Extension,~~Convertible ~~(iii)~~Promissory ~~the~~Notes. ~~fulfillment~~As of ~~all obligations of parties to the Non-Redemption Agreements~~March 31, ~~(iv) the liquidation or dissolution of the Company~~2026, ~~(v)~~$2.3 ~~the~~million ~~mutual~~was ~~written~~outstanding ~~agreement~~under of the ~~parties~~Convertible orPromissory ~~(vi)~~Notes ifand ~~the~~were ~~applicable~~reported ~~Investor~~as ~~exercises~~convertible ~~its~~promissory ~~redemption~~notes ~~rights~~— ~~with~~related ~~respect~~party toin ~~any~~the ~~Non-Redeemed~~accompanying ~~Shares~~condensed inconsolidated ~~connection~~balance sheets. ~~with~~There ~~the~~were ~~Extension Special~~no ~~Meeting~~Convertible ~~and~~Promissory ~~such~~Notes ~~Non-Redeemed~~outstanding ~~Shares~~as ~~are~~of ~~actually~~December 31, ~~redeemed~~2025.

OnShort ~~June~~Term 26, 2025, the Company held the Extension Special Meeting and the Extension was approved by stockholders. The Investors subject to the Non-Redemption Agreements did not redeem their Non-Redeemed Shares in connection with the Extension Special Meeting. Following the Extension Special Meeting, the obligations of the parties under the Non-Redemption Agreements were fulfilled in accordance with their terms, and such agreements terminated.Debt

~~Advisory~~Details ~~Agreement~~of carrying amounts of short-term debt as of March 31, 2026 are as follows (in thousands):

OnRelated September 8, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) to provide various advisory services related to extension and closing a transaction. The Company shall make a payment to CCM if the following conditions are met (i) the Extension is approved, (ii) the Extension is for at least six months, (iii) a minimum of $25,000,000 remains in the Trust Account immediately following the Extension and (iv) no more than 500,000 shares of the Company were transferred to non-affiliate holders of the Company’s founder shares or Target’s equity in connection with the Extension. CCM shall receive 100,000 shares of common stock or equivalent equity of the publicly listed post-business combination company (the “Post-Closing Company”) (the “Fee Shares”), which Fee Shares shall be issued at the closing of the Business Combination in book entry form in the name of and delivered to CCM (or its designee). The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and non-assessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the fee shares.Party

On June 21, 2024, the Company engaged J.V.B. Financial Group, LLC, acting through CCM to act as the Company’s capital markets advisor and placement agent in connection with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed Post-Closing Company. The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension is for at least 12 months, (iii) a minimum of $10,000,000 remains in the Trust Account immediately following the extension and (iv) no more than 450,000 shares of the Post-Closing Company were committed to be issued to non-affiliate holders of the Company’s shares in connection with the extension, CCM shall receive 100,000 Fee Shares, which Fee Shares shall be issued at the closing of the Business Combination in book entry form in the name of and delivered to CCM (or its designee). The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and nonassessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the Fee Shares.

Maturity	Interest Rate			Borrowing Limit		March 31, 2026		December 31, 2025
June 2026		4.60	%	$	300	$	142	$	—
May 2026 - June 2026		6.00	%		218		219		—
June 2026		6.00	%		62		—		—
April 2026		4.60	%		149		149		—
November 2025 - May 2026		6.00	%		133		133		—
December 2025 - June 2026		6.00	%		133		133		—
January 2026 - July 2026		4.60	%		33		33		—
February 2026 - August 2026		4.60	%		234		110		—
March 2026 - September 2026		4.60	%		46		45		—
September 2026		4.60	%		418		122		—
May 2026		6.00	%		165		—		—
September 2026		4.60	%		119		—		—
No fixed maturity		0			122		—		—
May 2026 - August 2026		—%			144		144		484
Total						$	1,230	$	484

27Others

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

				in thousands
Maturity	Interest Rate			Borrowing Limit		March 31, 2026		December 31, 2025
November 1, 2026		6	%	$	291	$	256	$	—
November 2026 - March 2027		5.21 - 6.92%			581		550		—
November 1, 2026		5	%		107		107		—
May 1, 2026		6	%		330		306		—
May 1, 2026		4.89 - 5.36%			132		132		—
May 1, 2026		6	%		165		165		—
August 1, 2026		6	%		330		328		—
August 1, 2026		5	%		330		328		—
April 1, 2026		5	%		264		120		—
June 1, 2026		5	%		40		41		—
March 1, 2026		—%			14		14		—
October 1, 2026		10	%		0		233		—
September 1, 2026		5	%		417		417		—
Overdue		—%			549		549		—
Total						$	3,546	$	—

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-30

~~(UNAUDITED)~~EVOLUTION METALS & TECHNOLOGIES CORP.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2025~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OnLong ~~June~~Term 20, 2025, the Company engaged J.V.B. Financial Group, LLC, acting through CCM to act as the Company’s capital markets advisor and placement agent in connection with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed Post-Closing Company. The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension is for at least three months, (iii) a minimum of $4,500,000 remains in the Trust Account immediately following the extension and (iv) no more than 25,000 shares of the Company were transferred to non-affiliate holders of the Company’s founder shares or Target’s equity in connection with the extension, CCM shall receive 15,000 of the Post-Closing Company, which Fee Shares shall be issued at the closing of the Business Combination, in book entry form in the name of, and delivered to, CCM (or its designee). The Fee Shares shall be duly authorized, validly issued, fully paid and non-assessable as of the delivery of the Fee Shares.Debt

OnDetails ~~June~~of ~~26,~~carrying ~~2025,~~amounts the Company’s stockholders approved the Extension at the Extension Special Meeting, extending the date by which the Company must complete an initial business combination by three months. Following the Extension, and after giving effect to the redemptions elected in connection with the Extension Special Meeting, the Trust Account held approximately $6.4 million; such redemption is settled on July 7, 2025. The number of ~~founder~~ ~~or target equity shares transferred to non~~long-~~affiliate~~term ~~holders~~debt inas ~~connection with the extension was within the contractual limits set forth in the engagement agreement with J.V.B. Financial Group, LLC, acting through CCM. As a result, the conditions to the issuance~~ of ~~the 15~~March 31,~~000 Fee Shares to CCM were satisfied, subject to the closing of the Company’s initial business combination. Such Fee Shares~~ ~~will~~2026 beare ~~issued~~as ~~in book-entry form upon the consummation of the initial business combination.~~follows:

PIPE Anchor Equity Investment

					in thousands
Description	Maturity	Interest Rate			Borrowing Limit		March 31, 2026
Facility Loans	May 2027 - April 2033		1.19 - 3.61%		$	803	$	601
Working Capital Loans	February 2027 - May 2029		0.46 - 5.26%			2,709		2,308
Operating Funds Loan	October 2026 - February 2028		2.87 - 12.00%			—		798
Individual cash loan	January 2027		1.00	%		558		353
Finance Lease Liabilities								142
Total Long Term Debt								4,202
Less: current portion of long-term debt								(1,593	)
Long-term debt, net of current portion							$	2,609

OnThe ~~August 1, 2024, in support of the Business Combination, inter alios, the~~ Company ~~and~~did EMnot ~~entered~~have into a Term Sheet (the “Term Sheet”) with certain legally binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment vehicle, to provide an equity investment (“Anchor Equity Investor”) of $500 million through a private investment in public equity (“PIPE Anchor Equity Investment”) to be consummated concurrently with the Closing at a prelong-~~money~~term ~~enterprise valuation for EM&T of $6.2 billion. Additionally, BCG, through a special purpose lending vehicle (“Lender”), agreed to provide a~~ debt ~~facility~~as ~~(“Debt Facility”)~~ of ~~up to $6.2 billion to EM&T or to a subsidiary of EM&T guaranteed~~December 31, ~~inter alios, by EM&T to be consummated concurrently with the Closing~~2025. The closing of the PIPE Anchor Equity Investment and Debt Facility is was subject to the satisfactory completion of BCG’s on-going due diligence, final investment approvals, execution of an equity subscription agreement, execution of a debt facility agreement, the Closing, and other closing conditions.

~~Note~~Future 7principal —payments ~~Stockholders’~~for ~~Deficit~~long-term debt as of March 31, 2026 are as follows:

Recapitalization — On June 25, 2021, the Sponsor purchased 1,437,500 shares of Class B common stock for an aggregate purchase price of $25,000. On October 13, 2021, the Company effected an exchange of each such share of Class B common stock for 1.5 shares of our 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.

in thousands	Long Term Debt
Less than 1 year	$	1,649
Between 1 - 2 years		947
Between 2 - 5 years		1
Over 5 years		286
Less imputed interest		(16	)
Total Long Term Debt	$	4,217

~~Common~~Note ~~stock —~~10 ~~The~~- ~~Company~~Derivative is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were 2,283,976 shares of common stock outstanding excluding 564,337 and 1,082,789 shares of common stock subject to possible redemption, respectively.Liabilities

28July Investment Agreement Derivative

~~WELSBACH~~The ~~TECHNOLOGY~~single, ~~METALS~~compound ~~ACQUISITION~~embedded ~~CORP~~derivative relating to the financial instruments provided pursuant to the July 2024 investment agreement with a prior holder of the Company’s convertible preferred units (the “July Investment Agreement Derivative”) was remeasured at fair value on a recurring basis until the Business Combination. As of December 31, 2025, the fair value was $379.2 million.

~~NOTES~~As TOof ~~CONDENSED~~the ~~CONSOLIDATED~~Closing ~~FINANCIAL~~Date, ~~STATEMENTS~~the uncertainty was removed regarding the variable number of common shares to be issued and the $25.0 million cash obligation. Therefore, the Company concluded that the July Investment Agreement Derivative should no longer be accounted for as a derivative. As of March 31, 2026, the amount recognized for the July Investment Agreement Derivative was $0 in the Condensed consolidated balance sheets; however, the $25.0 million cash obligation was recorded to accrued expenses and other current liabilities. Refer to Note 11 - Fair Value Measurements for further information regarding the rollforward of activity recognized in the period.

~~(UNAUDITED)~~Convertible Preferred Unit Issuance

~~SEPTEMBER~~Certain 30convertible preferred unit issuances (see Note 13 - Equity) provided investors with additional share allocation issuance equal to a pro rata percentage of 1.0% of the Company’s fully diluted ownership in New EM at closing of the Business Combination equal to the percentage of the investor’s investment into the Company’s convertible preferred units the investors purchase divided by either (a) $2.0 million or (ii) $4.0 million, ~~2025~~as determined by the terms of each investor’s convertible preferred unit agreement.

~~Note~~The 8additional —share ~~Fair~~allocation ~~Value~~issuances ~~Measurements~~were collectively referred to as the “CPU Share Allocation Obligations” (and together with the July Investment Agreement Derivative, the “EM Share Obligations”) and calculated on one of the above methods based on the terms of the investor’s specific convertible preferred unit agreement. The additional share allocation was provided to certain investors as an incentive to make additional future investments into the Company’s convertible preferred units. The CPU Share Allocation Obligations were remeasured at fair value on a recurring basis until the Business Combination. As of December 31, 2025, the fair value was $292.7 million.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:F-31

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

EVOLUTION METALS & TECHNOLOGIES CORP.

AtNOTES ~~September~~TO ~~30,~~THE ~~2025~~UNAUDITED ~~and December~~CONDENSED ~~31, 2024, the assets held in the Trust Account were held in cash. From inception through September 30, 2025, the Company withdrew~~CONSOLIDATED ~~$76,437,491~~FINANCIAL in connection with redemptions of common stock, which includes $2,737,938 of the interest earned on the Trust Account distributed to the stockholders, $1,045,248 of the interest earned on the Trust Account to pay franchise and income taxes of which no amount is reported as restricted cash on the accompanying unaudited condensed consolidated balance sheets.STATEMENTS

AtAs ~~September~~of ~~30,~~the ~~2025~~Closing ~~and~~Date, the ~~December~~uncertainty ~~31,~~was ~~2024~~removed ~~there~~regarding ~~were~~the novariable ~~assets~~number ~~and~~of ~~liabilities~~common shares to be issued. Therefore, the Company concluded that ~~are~~the ~~measured~~CPU atShare Allocation ~~fair~~Obligations ~~value~~should onno alonger ~~recurring~~be ~~basis~~accounted for as a derivative and ~~indicates~~was ~~the~~reclassified ~~fair~~to ~~value hierarchy~~equity. As of March 31, 2026, the amount ~~valuation~~recognized ~~inputs~~for the ~~Company~~CPU ~~utilized~~Share Allocation Obligations was $0 in the Condensed consolidated balance sheets. Refer to ~~determine~~Note ~~such~~11 ~~fair~~- ~~value~~Fair Value Measurements for further information regarding the rollforward of activity recognized in the period.

Note 911 —- ~~Segment~~Fair ~~Information~~Value Measurements

~~ASC~~The ~~Topic~~following ~~280, “Segment Reporting,”~~table ~~establishes standards for companies to report in their financial statement information about operating segments, products,~~presents ~~services,~~assets ~~geographic areas,~~ and ~~major~~liabilities ~~customers. Operating~~measured ~~segments~~at ~~are~~fair ~~defined~~value asby ~~components~~classification ofwithin ~~an enterprise for which separate financial information is available that is regularly evaluated by~~ the ~~Company’s~~fair ~~chief~~value ~~operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.~~hierarchy:

The Company’s CODM has been identified as the Chief Operating Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

	March 31, 2026
*in thousands*	Level I		Level II		Level III
Assets:
Money Market Funds	$	4,750	$	—	$	—

	December 31, 2025
*in thousands*	Level I		Level II		Level III
Assets:
Money Market Funds	$	11,671	$	—	$	—
Liabilities:
July Investment Agreement Derivative	$	—	$	—	$	379,205
CPU Share Allocation Obligation	$	—	$	—	$	292,680

~~WELSBACH~~The ~~TECHNOLOGY~~availability ~~METALS~~of ~~ACQUISITION~~observable inputs ~~CORP~~can vary depending on the financial asset and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires additional judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level III. The variability and availability of the observable inputs affected by the factors described above may cause transfers between Levels I, II, and III, as discussed further below.

~~NOTES~~Transfers TOto ~~CONDENSED~~and ~~CONSOLIDATED~~from ~~FINANCIAL~~Level I, ~~STATEMENTS~~II and III are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the three months ended March 31, 2026, certain amounts from the July Investment Agreement Derivative and the CPU Share Allocation Obligation were reclassified out of Level III on the Closing Date.

~~(UNAUDITED)~~Reconciliation of Fair Value Measurements Categorized within Level III

~~SEPTEMBER~~The 30following table provides a reconciliation of the beginning and ending balance associated with the liabilities measured at Level III fair value using significant unobservable inputs for the three months ended March 31, ~~2025~~2026:

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

in thousands	July Investment Agreement Derivative			CPU Share Allocation Obligation
Balance, December 31, 2025	$	379,205		$	292,680
Change in fair value		234,739			190,488
Settlements (equity-based)		(588,944	)		(296,402	)
Reclassification out of Level III		(25,000	)		(186,766	)
Balance, March 31, 2026	$	—		$	—

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
General and administrative	$	472,169	$	215,108	$	1,610,078	$	757,950
Interest income from restricted cash held in trust account	$	40,995	$	180,541	$	236,364	$	699,861

F-32

~~The~~EVOLUTION ~~key~~METALS ~~measures of segment~~& ~~profit~~TECHNOLOGIES ~~or loss reviewed by our CODM are interest income from restricted cash held in Trust Account and general and administrative expenses~~CORP. The CODM reviews interest income from restricted cash held in Trust Account to measure and monitor stockholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

~~Note~~NOTES 10TO —THE ~~Subsequent~~UNAUDITED ~~Events~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~In ~~Company~~settlement ~~evaluated~~of ~~subsequent events~~certain ~~and~~obligations ~~transactions~~to ~~that~~issue shares ~~occurred~~under ~~after September 30, 2025,~~ the ~~balance~~July ~~sheet~~Investment ~~date,~~Agreement upand to the ~~date~~CPU ~~that~~Share ~~the~~Allocation ~~unaudited~~Obligation, ~~condensed~~during ~~consolidated financial~~the ~~statements~~three ~~were~~months ~~issued.~~ended ~~Based~~March ~~upon~~31, ~~this review~~2026, the Company ~~did~~issued ~~not~~78,525,847 ~~identify~~common ~~any~~shares ~~other~~and ~~subsequent~~39,520,335 ~~events~~common ~~that~~shares, ~~would~~respectively. ~~have~~The ~~required adjustment~~settlements orwere ~~disclosure~~valued inusing the ~~unaudited~~Company’s closing ~~condensed~~share ~~consolidated~~price ~~financial~~as ~~statements~~of the Closing Date.

30Additionally, during the three months ended March 31, 2026, $25.0 million of the July Investment Agreement Derivative payable to the Anchor Investor was reclassified out of Level III as a result of the completion of the Business Combination, removing the uncertainty related to the liability. As of March 31, 2026, $25.0 million is included in accrued expenses and other current liabilities.

~~Item~~Separately, 2$186.8 ~~MANAGEMENT~~million related to the CPU Share Allocation Obligation was reclassified out of Level III and recognized as equity-classified CPU share allocation. This reclassification was due to the number of shares issuable under the CPU Share Allocation Obligation becoming fixed upon the Closing Date, and was valued using the Company’Ss ~~DISCUSSION~~closing ~~AND~~share ~~ANALYSIS~~price OFas ~~FINANCIAL~~of ~~CONDITION~~the ~~AND~~Closing ~~RESULTS~~Date. OFFor ~~OPERATIONS~~further information, refer to Note 13 - Equity.

~~References~~Money inMarket this report to the “Company,” “Welsbach,” “our,” “us” or “we” refer to Welsbach Technology Metals Acquisition Corporation, a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Welsbach Acquisition Holdings LLC. References to “MergerSub” refer to WTMA Merger Subsidiary Corp., a Delaware corporation (the “Merger Sub”), a direct wholly owned subsidiary of the Company.Funds

~~The~~Money ~~following~~market ~~discussion and~~funds ~~analysis~~are ofinvestments with ~~our~~maturities ~~financial~~within ~~condition~~three ~~and~~months ~~results~~ of ~~operations~~their ~~should~~purchase bedates ~~read~~held inat ~~conjunction~~banks, ~~with~~that ~~our~~approximate ~~unaudited~~fair ~~condensed~~value ~~consolidated financial~~based ~~statements~~on ~~and~~Level ~~the~~I ~~notes related thereto contained elsewhere in this Quarterly Report~~measurements. ~~Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~

~~All~~Derivative statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “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 Quarterly 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 many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Quarterly Report.Liabilities

~~Overview~~Prior to December 31, 2025, the Company utilized scenario-based valuation models to value the July Investment Agreement Derivative and the CPU Share Allocation Obligations (collectively, the “Derivative Liabilities”) at issuance and each subsequent reporting period. A key estimate used in the valuations of the July investment agreement derivative is an enterprise valuation of New EM, which included the acquisition of the Four Entities which uses a sum-of-the-parts valuation model that combined the arm’s length purchase prices of the Four Entities pursuant to acquisition agreements signed with the Company on February 10, 2025, and the invested capital of the Company for each measurement date.

WeAs ~~are~~of aDecember 31, 2025, ~~blank~~the ~~check~~Company ~~company formed~~updated ~~for~~its valuation methodology to reflect the ~~purpose~~advanced stage of ~~effecting~~the aBusiness ~~merger,~~Combination ~~capital~~and ~~stock~~the ~~exchange,~~availability ~~asset~~of observable ~~acquisition,~~market-based ~~stock~~inputs. ~~purchase,~~At ~~reorganization~~that date, orsubstantially ~~similar~~all ~~business combination~~substantive ~~with~~closing ~~one~~conditions orhad ~~more~~been ~~target~~satisfied, ~~businesses.~~and Wethe ~~intend~~only toremaining item ~~effectuate~~was ~~our~~final ~~business~~Nasdaq ~~combination~~listing ~~using~~approval, ~~cash~~which ~~from~~was subsequently obtained on January 2, 2026, with the ~~proceeds~~Business ofCombination ~~our~~closing ~~initial~~on ~~public~~January ~~offering~~5, ~~(“IPO”)~~2026. ~~and~~Given the ~~sale~~proximity ofto ~~the~~closing ~~placement~~and ~~units~~the ~~that~~presence ~~occurred~~of ~~simultaneously~~a ~~with~~publicly ~~the~~traded ~~completion~~instrument ofdirectly ~~our~~linked ~~IPO,~~to ~~our~~the post-closing ~~capital~~equity ~~stock~~structure, ~~debt~~management ordetermined that a ~~combination~~market-based ofvaluation ~~cash,~~approach ~~stock~~more ~~and~~faithfully ~~debt~~reflected fair value as of December 31, 2025.

WeAccordingly, ~~expect~~for tothe ~~continue to~~December ~~incur~~31, ~~significant~~2025 ~~costs~~measurement, inthe Company first determined the ~~pursuit~~implied equity value of ~~our~~EM&T ~~acquisition~~on ~~plans~~a pro forma fully diluted basis at closing. The WeCompany ~~cannot~~then ~~assure~~applied ~~you~~a market-based adjustment derived from the trading price of WTMA Rights, which were publicly traded securities that ~~our~~converted ~~plans~~into toWTMA ~~complete~~common shares at a ~~business~~fixed ~~combination~~ratio upon consummation of the Business Combination. The implied ratio between the ~~will~~aggregate beconversion ~~successful~~value of the Rights and the trading price of WTMA common shares reflected the market’s assessment of both (i) the probability of closing and (ii) expected post-closing share price performance. The final market-based adjustment incorporated the observable Rights pricing, which inherently reflected both closing risk and market expectations regarding post-closing performance.

~~Recent Developments~~F-33

~~Removal~~EVOLUTION ~~from~~METALS ~~Nasdaq~~& TECHNOLOGIES CORP.

OnNOTES ~~December~~TO ~~31,~~THE ~~2024,~~UNAUDITED ~~we received~~CONDENSED ~~a letter (the “Notice”) from the Nasdaq stating that we no longer complied with the requirements of IM-5101-2 (the~~CONSOLIDATED ~~“Rule”)~~FINANCIAL for continued listing on Nasdaq. Under the Rule, we were required to complete its Business Combination within 36 months of the effectiveness of the Company’s IPO registration statement, or by December 27, 2024, which we failed to do. The Notice stated that a Form 25-NSE will be filed with the SEC, which will remove our securities from listing and registration on Nasdaq.STATEMENTS

~~The~~As ~~Form~~a ~~25-NSE~~result, ~~was~~the ~~filed~~December ~~with~~31, 2025 valuation of the ~~SEC~~Derivative Liabilities was based on ~~June~~the 4implied EM&T equity value at closing, ~~2025~~adjusted by the market-derived factor from WTMA Rights pricing, rather than solely on the prior sum-of-the-parts enterprise valuation framework.

WeJuly ~~listed~~Investment ~~our~~Agreement ~~securities on the OTC Markets and are currently quoted on OTCQB.~~Derivative:

~~Promissory~~The ~~Notes~~Company utilized the following assumptions to value the July Investment Agreement Derivative:

On March 31, 2025, the Company issued a promissory note (the “Working Capital Note 10”) in the principal amount of $474,490 to the Sponsor in exchange for cash.

	December 31, 2025
Expected Business Combination date		January 5, 2026
Term (years)		0.01
Risk free rate		3.7%
CCC credit rating		15.7%
Present value factor		1.00
Probability of Business Combination close		90.0%
Market adjustment⁽¹⁾		45.5%
Expected Company fully diluted ownership of New EM		96.5%
Additional share allocation percentage		10.0%

On(1) ~~June~~Market ~~30,~~adjustment ~~2025,~~inherently ~~the~~considers ~~Company issued~~probability aof ~~promissory~~Business ~~note~~Combination ~~(the~~close ~~“Working~~and ~~Capital~~post ~~Note~~Business ~~11”)~~Combination inclose ~~the~~price ~~principal~~movements ~~amount~~to ofthe ~~$286,259~~New toEM ~~the~~common ~~Sponsor~~share inprice ~~exchange~~per ~~for cash~~share.

OnCPU ~~September~~Share ~~30,~~Allocation ~~2025, the Company issued a promissory note (the “Working Capital Note 12”) in the principal amount of $106,716 to the Sponsor in exchange for cash.~~Obligations:

31The CPU Share Allocation Obligations were contingent on the closing of the Business Combination and certain convertible preferred unit holders entering into additional convertible preferred unit agreements in increments of $2.0 million or $4.0 million, as defined in an investor’s specific convertible preferred unit agreement.

~~Merger~~The ~~Agreement,~~Company utilized the following assumptions to value the CPU Share Allocation Obligations as ~~Amended~~of the balance sheet dates:

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 Evolution Metals LLC, a Delaware limited liability company (“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.

		December 31, 2025
Expected Business Combination date		January 5, 2026
Term (years)		0.01
Risk free rate		3.7%
Present value factor		1.00
Probability of Business Combination close		NA
Market adjustment⁽¹⁾		45.5%
Expected Company fully diluted ownership of New EM		96.5%
Additional share allocation percentages		11.28%

On(1) ~~November~~Market 6,adjustment ~~2024,~~inherently ~~the Company~~considers ~~entered~~probability anof ~~Amended~~Business ~~and~~Combination ~~Restated~~close ~~Agreement~~ and ~~Plan~~post ofBusiness ~~Merger~~Combination ~~amending~~close ~~the~~price ~~April~~movements ~~1, 2024 Merger Agreement. On November 11, 2024, the Company entered into Amendment No. 1~~ to the ~~Merger~~New 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~~common ~~the~~share ~~proposed~~price ~~merger~~per ~~that is part of the Business Combination~~share.

On February 10, 2025, the Company entered into 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, 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 directors, which shall initially include six director nominees designated by EM and reasonably acceptable to the Company, insofar as those nominees are elected to the New EM board of directors. Finally, 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 Amendment No. 2.F-34

OnEVOLUTION ~~March~~METALS ~~31, 2025, the Company~~& ~~entered~~TECHNOLOGIES ~~into Amendment No~~CORP. ~~3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 3”), which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.~~

OnNOTES ~~June~~TO ~~11,~~THE ~~2025,~~UNAUDITED ~~the~~CONDENSED ~~Company~~CONSOLIDATED ~~entered~~FINANCIAL into an Amendment No. 4 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 4”), by and among the Company, the Company’s Merger Subsidiary LLC (“Merger Sub”), and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.STATEMENTS

OnNote ~~July~~12 ~~21,~~- ~~2025,~~Income the Company entered into an Amendment No. 5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 5”), by and among the Company, Merger Sub, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding the acquisition of Critical Mineral Recovery, Inc. and removing references to certain precedent step transactions related thereto.Tax

32Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination by the taxing authorities. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

~~Ancillary~~The ~~Agreements~~Company records interest and penalties related to unrecognized tax benefits in the income tax provision.

~~Company~~The ~~Equityholder~~effective ~~Support~~tax rate for the three months ended March 31, 2026, was 0%. The difference between the effective tax rate and ~~Lock-up~~the ~~Agreement~~statutory tax rate of 21% for the three months ended March 31, 2026, is primarily due to the impact of the valuation allowance.

AsFor ~~a condition and inducement to~~ the ~~Company’s~~three ~~willingness~~months ~~to enter into the Merger Agreement, William David Wilcox Jr. (the “Company Equityholder”)~~ended ~~executed~~March ~~and delivered to the Company a Support and Lock-up Agreement (the “Company Equityholder Support and Lock-Up Agreement”)~~31, ~~dated~~ ~~as of November 6~~2026, ~~2024,~~there bywas ~~and~~no ~~among~~tax ~~the~~expense ~~Company~~recognized Equityholder, the Company, 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 the Company’s 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~~Note ~~Support~~13 ~~and Lock~~-~~Up Agreement~~ Equity

As aof ~~condition~~March 31, ~~and inducement~~2026, to the ~~EM’s~~Company ~~willingness~~had toauthorized ~~enter into the Merger Agreement, the Sponsor executed~~ and ~~delivered~~issued ~~to EM a Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up Agreement”)~~593, ~~dated as of November 6~~349,852 ~~2024,~~common byshares. ~~and~~Common ~~among~~stock ~~the~~entitles ~~Sponsor, WTMA, EM and~~ the ~~persons~~holder ~~set forth on Schedule I thereto. Pursuant~~ to ~~the~~one ~~Sponsor~~vote ~~Support~~on ~~and~~all ~~Lock-Up~~matters ~~Agreement, the Sponsor has agreed, among~~submitted ~~other things, (i)~~ to ~~vote (whether pursuant to~~ a ~~duly~~vote ~~convened meeting~~ of the Company’s stockholders. orCommon ~~pursuant to an action by written consent of the Company’s~~ stockholders) inare ~~favor~~entitled ofto ~~the~~receive ~~adoption and approval~~dividends, ~~promptly~~as ~~following~~may ~~the~~be ~~time at which the registration statement on Form S-4 shall have been~~ declared ~~effective~~by ~~and delivered or otherwise made available to~~ the Company’s ~~stockholders,~~ board of ~~the~~directors. ~~Merger~~As ~~Agreement~~of ~~and the Business Combination and (ii) not to sell~~March 31, ~~transfer~~2026, ~~convey~~no ~~or assign any shares of the Company’s~~ common stock ~~until~~dividends ~~such~~have ~~time~~been ~~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~~declared.

~~CMR~~Additionally, ~~Merger~~as ~~Agreement~~of March 31, 2026, the Company had recognized $13.9 million of noncontrolling interest. This relates to the 17,391,000 of EM LLC convertible preferred units that did not convert to New EM common shares as of the Closing Date and were still outstanding as of March 31, 2026. See the discussion below under Convertible Preferred Units for further information regarding these units. The CPU’s recognized in noncontrolling interest will automatically convert to 2,898,499 shares of common stock ninety days after the Closing Date. The noncontrolling interests were not entitled to earnings or losses of the Company during the three months ended March 31, 2026, nor entitled to dividends.

OnUpon ~~February 10, 2025,~~ the ~~Company,~~ ~~EM,~~consummation ~~Merger Sub 3 (a newly formed subsidiary~~ of ~~New LLC), Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”),~~ the ~~Robert~~Business ~~N. Feldman Revocable Trust~~Combination, ~~NiCo Metals Group LLC, and certain other entities, entered into~~ the ~~CMR~~Company ~~Merger~~recognized ~~Agreement, which was amended and restated on March 31, 2025 in Amendment No~~$186.8 3.million ~~Pursuant~~for toequity-classified ~~the~~CPU ~~CMR~~share ~~Merger Agreement~~allocation, ~~Merger~~as ~~Sub~~discussed 3 will merge with and into CMR, such that (i) the separate existence of Merger Sub 3 shall cease and CMR shall be the surviving corporation and a wholly owned subsidiary of New LLC and (ii) the shareholders of CMR shall receive (A) 22,500,000 shares of New EM Common Stock, and (B) cash in ~~an amount~~Note of11 ~~$125,000,000 in consideration for such merger, and (iii) New EM will contribute cash in an amount equal to $50,000,000 to CMR~~- toFair beValue ~~used in part to repay CMR’s indebtedness~~Measurements. ~~Any~~This ~~remaining~~equity amount, ~~after~~represents ~~satisfying~~ the ~~debt obligations, will be retained on CMR~~Company’s ~~balance~~future ~~sheet~~obligation ~~as cash, providing additional financial flexibility~~ to ~~support~~issue ~~its~~24,902,106 ~~operations.~~shares ~~The consummation~~ of ~~the~~common ~~transactions~~stock ~~contemplated~~ninety bydays ~~the~~after ~~Merger Agreement are conditioned on~~ the ~~consummation~~Closing ~~of the acquisition of CMR and the Korean Companies~~Date.

~~The~~As ~~CMR~~of ~~Merger~~December ~~Agreement contains~~31, ~~customary~~2025, ~~representations~~prior ~~and~~to ~~warranties~~the byBusiness Combination, the ~~parties.~~Company’s ~~Certain~~equity ofstructure ~~the~~included ~~representations~~participating ~~are~~member ~~subject~~units, tomember ~~specified~~non-voting ~~exceptions~~units, and ~~qualifications~~ ~~contained~~convertible inpreferred units. ~~the~~The ~~CMR~~pertinent ~~Merger~~issuances, ~~Agreement~~rights orand inprivileges ~~information~~of ~~provided~~the ~~pursuant~~prior tounits ~~certain~~are ~~disclosure~~discussed ~~schedules to the CMR Merger Agreement~~below.

~~The~~Due ~~closing~~to the treatment of the Business ~~CMR~~Combination ~~Merger~~as a reverse recapitalization (see Note 3 - Reverse Recapitalization), the member units have been retrospectively ~~Agreement~~restated isas ~~subject~~common toshares in the ~~closing~~Unaudited condensed consolidated statements of changes in stockholders’ equity. The convertible preferred units have not been retrospectively restated, however, due to the ~~other~~fact ~~transactions~~these ~~that~~units ~~are~~were ~~part~~non-participating ofprior to the Business Combination, and upon ~~other~~the ~~customary~~Closing ~~closing~~Date, ~~conditions~~the convertible preferred units converted to common shares. ~~The~~ ~~consummation~~Therefore, ofdue to the ~~other~~difference ~~transactions~~in ~~that~~presentation, the convertible preferred units are ~~part~~presented ofseparately from the ~~Business~~remaining ~~Combination~~equity ~~are~~structure, ~~conditioned~~separated onby the ~~consummation~~blackline ofon the ~~transactions contemplated~~Unaudited bycondensed ~~the~~consolidated ~~CMR~~statements ~~Merger~~of ~~Agreement~~changes in stockholders’ equity.

~~Under the terms of the Amended and Restated Merger Agreement dated March 31, 2025 regarding the acquisition of CMR Merger Agreement, as previously filed in the Registration Statement on Form S~~F-~~4, the CMR Merger Agreement may be terminated in the event the business combination does not close by June 30, 2025. On July 3, 2025, the CMR Merger Agreement was terminated (see Note 10).~~35

33EVOLUTION METALS & TECHNOLOGIES CORP.

~~Results~~NOTES ofTO ~~Operations~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

WeMember ~~have~~Units: ~~neither~~On May ~~engaged~~15, ~~in any~~2025, ~~operations~~the ~~nor~~Company ~~generated~~amended ~~any~~its operating ~~revenues~~agreement to ~~date.~~create ~~Our~~a ~~only~~non-voting ~~activities~~member ~~for~~unit ~~the~~class. ~~period~~Subject ~~ended~~to ~~September 30~~approval, ~~2025~~the ~~were in connection~~Company ~~with~~could ~~the~~issue ~~search~~an ~~for~~unlimited anumber ~~prospective~~of ~~initial~~non-voting ~~Business~~member ~~Combination.~~units Weand doany ~~not~~voting ~~expect~~member tounits ~~generate~~can ~~any~~be ~~operating~~converted ~~revenues~~into ~~until~~non-voting ~~after~~member ~~the completion~~units. As of ~~our~~December 31, ~~initial~~2025, ~~Business~~there ~~Combination~~were 100,000 atvoting ~~the~~member ~~earliest.~~units Weand ~~generate~~900,000 non-~~operating~~voting ~~income~~member inunits ~~the~~issued ~~form~~and ofoutstanding. ~~interest income from the proceeds~~For offurther ~~the~~information ~~IPO~~regarding ~~placed in~~ the ~~Trust~~retrospective ~~Account.~~restatement Weof ~~expect~~member ~~that~~units ~~we will incur increased expenses~~ as acommon ~~result of being a public company (for legal~~shares, ~~financial~~ ~~reporting,~~refer ~~accounting~~to ~~and~~Note ~~auditing~~3 ~~compliance),~~- asReverse ~~well as for due diligence expenses in connection with searching for, and completing, a Business Combination~~Recapitalization.

~~For~~The ~~the~~voting ~~three~~and ~~months ended~~non-voting ~~September~~member ~~30,~~units ~~2025, we~~ had aidentical ~~net~~rights ~~loss of $435,675, which primarily consists of operating expenses of $472,169~~ and apreferences ~~provision~~with ~~for income taxes of $9,701, partially offset by interest earned on cash held in~~ the ~~Trust~~exception ~~Account in total~~ of ~~$40,995~~voting ~~and franchise taxes of $5,200~~rights.

~~For~~Convertible ~~the~~Preferred Units: ~~nine~~Since ~~months~~its ~~ended September~~inception 30on February 8, ~~2025~~2024, weEM ~~had~~LLC aauthorized ~~net~~and ~~loss~~issued ofconvertible ~~$1,477,092,~~preferred ~~which~~units. ~~primarily~~The ~~consists~~convertible ofpreferred units ~~operating~~were ~~expenses~~accounted offor ~~$1,610,078,~~as ~~franchise~~permanent ~~taxes~~equity. Certain issuances of convertible preferred units provide the investor an additional share ~~$68,027~~allocation ~~and~~issuance a(see ~~provision~~Note ~~for~~10 ~~income~~- ~~taxes~~Derivative Liabilities). As of ~~$35~~December 31,~~351~~ 2025, ~~partially~~59,671,021 ~~offset~~convertible bypreferred ~~interest~~units ~~earned~~were outstanding. onUpon ~~cash~~the ~~held~~consummation inof the ~~Trust~~Business ~~Account~~Combination, in42,280,021 ~~total~~convertible ~~of $236~~preferred units converted into 12,~~364~~640,008 shares of common stock.

~~For~~The ~~the three months ended September 30~~rights, ~~2024~~preferences, ~~we had a net loss of $80,697, which primarily consists of operating expenses of $215,108, franchise taxes of $10,400~~ privileges and arestrictions ~~provision~~ for ~~income taxes of $35,730, offset by interest earned on cash held in~~ the ~~Trust~~convertible ~~Account~~preferred inunits ~~total~~are ofas ~~$180,541.~~follows:

~~For~~Dividends: ~~the~~No ~~nine~~dividends ~~months~~for ~~ended~~the first ~~September~~36 ~~30,~~months ~~2024,~~after weissuance. ~~had a net loss of $165~~Thereafter,~~432,~~ ~~we had a net loss of $246~~non-cumulative,~~129,~~ ~~which~~simple ~~primarily~~dividend ~~consists~~ of ~~operating~~5% ~~expenses~~per ofannum ~~$757,950, franchise~~accrues ~~taxes of $117,212 and a provision for income taxes of $70,828, offset by interest earned~~ on ~~cash held in~~ the ~~Trust~~principal ~~Account~~amount, ~~in total~~payable ~~of $699,861~~annually.

~~Liquidity,~~Liquidation ~~Capital Resources and Going Concern~~preference: None

OnConversion: ~~December 30, 2021, the~~Convertible ~~Company~~preferred ~~consummated~~units ~~the~~issued ~~IPO~~through ofMarch 731,~~500,000~~ ~~units,~~2025 ~~each~~were ~~Unit~~convertible ~~containing~~into ~~one~~New ~~share~~EM of common ~~stock~~shares ~~and~~at ~~one~~the ~~right~~option toof ~~receive~~the ~~1/10~~holder, ofaccording ~~one~~to ~~share~~a ofconversion ~~common~~ratio ~~stock~~set ~~upon~~forth in the ~~consummation~~holder’s ofconvertible ~~the~~preferred ~~Business~~unit ~~Combination,~~agreement. ~~generating~~Convertible ~~gross~~preferred ~~proceeds~~units ofissued ~~$75~~between April 1,~~000~~ 2025 and December 31,~~000,~~ ~~which~~2025 iswill ~~discussed~~be inautomatically ~~Note 3~~converted tointo ~~the~~shares ~~unaudited~~of ~~condensed~~New ~~consolidated~~EM ~~financial~~common ~~statements~~shares ninety days after the Closing Date.

~~Simultaneously~~The ~~with~~Conversion ~~the~~ratio ~~closing~~for ofconvertible ~~the~~preferred ~~IPO, the Company consummated the sale of 347,500 private placement~~ units ~~(“Private~~issued ~~Placement~~as ~~Units”) at a price~~ of ~~$10.00~~ ~~per Private Placement Unit in a private placement to the Company’s sponsor~~December 31, ~~Welsbach~~2025 ~~Acquisition~~was ~~Holdings~~as ~~LLC (the “Sponsor”) generating gross proceeds of $3,475,000 which is described in Note 4 to the unaudited condensed consolidated financial statements.~~follows:

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.

	Convertible Preferred Units		Conversion Ratio		New EM common shares
March 2024		1,100,003		1:1		1,100,003
April 2024		864,655		1:1		864,655
May 2024		1,265,347		1:1		1,265,347
June 2024		2,500,000		5:1		500,000
July 2024		19,500,016		5:1		3,900,003
August 2024		100,000		5:1		20,000
October 2024		5,700,000		5:1		1,140,000
November 2024		500,000		5:1		100,000
December 2024		3,700,000		5:1		740,000
January 2025		500,000		5:1		100,000
February 2025		2,700,000		5:1		540,000
March 2025		1,850,000		5:1		370,000
March 2025		2,000,000		1:1		2,000,000
September 2025		16,550,000		6:1		2,758,333
October 2025		620,000		6:1		103,333
December 2025		221,000		6:1		36,833
Total		59,671,021				15,538,507

~~Upon the closing of the Over~~F-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 were placed in the Trust Account. As the Over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders have been forfeited for no consideration.36

~~Offering~~EVOLUTION ~~costs~~METALS ~~for the IPO~~& ~~amounted~~TECHNOLOGIES ~~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~~CORP. ~~The deferred underwriting fee payable of $2,704,690 was contingent upon the consummation of a Business Combination by September 30, 2023, subject to the terms of the Underwriting Agreement.~~

~~For~~NOTES ~~the~~TO ~~nine~~THE ~~months~~UNAUDITED ~~ended September~~CONDENSED ~~30,~~CONSOLIDATED ~~2025,~~FINANCIAL cash used in operating activities was $1,072,511. 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 $4,998,249 reflecting redemption and partially offset by the proceeds from working capital loans entered into with the related party.STATEMENTS

34Redemption: The convertible preferred units are not redeemable at the option of the holder, on either a contingent or non-contingent basis.

~~For~~Voting: ~~the~~The nine months ended September 30, 2024, cash used in operating activities was $929,776. Net cash provided by investing activities was $12,238,964 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 $11,476,212 mainly reflecting proceeds from convertible ~~promissory notes and working capital~~ ~~loans~~preferred ~~entered~~units ~~into~~are ~~with the related party and redemption of common stock~~non-voting.

AtNote ~~September~~14 ~~30,~~- 2025, we had cash held in the Trust Account of $6,424,722. 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 nine months ended September 30, 2025, the Company had $6,069,575 withdrawal from the Trust Account in connection with redemption and to pay franchise taxes.Revenue

AtThe ~~September~~Company ~~30,~~derives ~~2025, we~~revenue ~~had~~by ~~negative~~product ~~operating~~and ~~cash~~merchandise sales of ~~$233,~~components ~~reported~~for asautomotive ~~bank~~and ~~overdraft,~~home ~~outside~~appliance ofmagnets. ~~the~~The ~~Trust~~Company ~~Account.~~did Wenot have ~~used~~revenue ~~and~~for ~~intend~~the ~~to continue to~~three ~~use~~months ~~the~~ended ~~funds~~March ~~held~~31, ~~outside~~2025. For the ~~Trust~~three ~~Account~~months ~~primarily~~ended toMarch ~~identify~~31, ~~and~~2026, ~~evaluate~~all ~~target~~revenue ~~businesses,~~recognized ~~perform~~was ~~business~~product ~~due~~sales ~~diligence~~at ona ~~prospective target~~point ~~businesses,~~in ~~travel~~time to and generated ~~from~~in the ~~offices,~~Republic ~~plants~~of orKorea. ~~similar~~The ~~locations~~destination of ~~prospective~~revenue ~~target~~for ~~businesses~~three ormonths ~~their~~ended ~~representatives or~~March ~~owners~~31, ~~review~~2025 ~~corporate~~was ~~documents~~as ~~and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.~~follows:

Through September 30, 2025, the Company has withdrawn a total of $1,045,248 from the Trust Account for taxes of which was already utilized to pay for franchise and income taxes. Through December 31, 2024, the Company 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. As of September 30, 2025 and December 31, 2024, there is no outstanding balance under restricted cash. For the period ended September 30, 2025 and December 31, 2024, amounts accrued and paid for interest and penalties related to franchise tax were $0 and $7,935, respectively.

in thousands	Three Months Ended March 31, 2026
Korean domestic sales	$	1,799
Export sales		80
Total revenue	$	1,879

WeFor ~~monitor~~three ~~the~~months ~~adequacy~~ended ofMarch ~~our working capital in order to meet the expenditures required for operating our business prior to our initial Business Combination. However~~31, if ~~our estimates of the costs of identifying a target business~~2026, ~~undertaking~~all ~~in-depth~~export ~~due~~sales ~~diligence~~were ~~and negotiating an initial Business Combination are less than the actual amount necessary~~ to ~~do so, we may have insufficient funds available to operate our business prior to our Business Combination~~China. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

~~The~~Note ~~Company~~15 ~~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.Segments

35The Company operates in a single reportable operating segment. Because the Company operates in a single segment and the CODM uses the consolidated net loss and the total assets as the primary measures, no reconciliation is required between segment measures and the unaudited condensed consolidated financial statement amounts.

AsPerformance ais ~~result~~reviewed ofon ~~the~~a ~~above, in~~consolidated ~~connection~~basis ~~with~~and the ~~Company’s~~measure ~~assessment~~ of ~~going concern considerations in accordance with the Financial Accounting Standards~~ ~~Board’s~~segment ~~(“FASB”)~~assets ~~Accounting~~is ~~Standards~~reported ~~Update~~on ~~(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that~~ the ~~liquidity~~Condensed ~~condition~~consolidated ~~and~~balance ~~date~~sheets ~~for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue~~ as atotal ~~going~~assets concern through December 30, 2025, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. Management may raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties to meet the Company’s working capital needs and tosegment ~~complete~~assets aare ~~Business~~consistent ~~Combination~~with ~~before~~total ~~the mandatory liquidation date. The Company~~assets ~~may~~presented ~~not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it~~ on ~~commercially~~ ~~acceptable terms, if at all. The Company intends to complete a Business Combination before~~ the ~~mandatory~~face liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by December 30, 2025. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the ~~recorded~~accompanying ~~assets~~Condensed ~~or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The unaudited condensed~~ consolidated ~~financial~~ ~~statements~~balance ~~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~~sheets.

~~Related~~The ~~Party~~CODM ~~Transactions~~assesses performance for the single segment and decides how to allocate resources based on the Company’s net loss, which is reported on the Unaudited condensed consolidated statements of operations. Net loss is used to monitor budget versus actual results. The categories of net loss, as reported on the Unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The following table sets forth information about the Company’s single reportable segment and the expenses reviewed by the CODM, including a reconciliation to the consolidated net loss:

Related Party Loans

	For the Three Months Ended March 31,
in thousands	2026			2025
Revenues	$	1,879		$	—
Cost of sales		(1,434	)		—
Gross profit		445			—

Selling, general and administrative
Segment selling, general and administrative		(539	)		—
Segment salaries and bonuses		(431	)		—
Corporate selling, general and administrative ⁽¹⁾		(15,129	)		(2,802	)
Other segment items ⁽²⁾		(424,659	)		(15,194	)
Net loss	$	(440,314	)	$	(17,996	)

In(1) ~~order~~Corporate ~~to finance transaction costs in connection with a Business Combination~~selling, ~~certain~~general ~~of the Company’s officers~~ and ~~directors~~administrative ~~may,~~costs ~~but~~primarily ~~are~~consist ~~not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out~~ of ~~the~~unallocated ~~proceeds~~corporate ~~of the Trust Account released to the Company. Otherwise~~costs, ~~the~~such ~~Working~~as ~~Capital~~costs ~~Loans~~incurred ~~would~~as bepart ~~repaid only out~~ of ~~funds held outside~~ the ~~Trust Account. In the event that a~~ Business Combination does not close, the Company may 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 two promissory notes, each for $772,769~~ (~~the “First Promissory Note” and “Second Promissory Note,” respectively~~2) toOther ~~the~~segment ~~Sponsor~~items inprimarily ~~connection~~consists ~~with the Extension. The First Promissory Note and Second Promissory Note bear no interest and are payable upon the earlier to occur~~ of ~~(i)consummation~~change ofin ~~the~~fair ~~Company’s~~value ~~initial Business Combination out~~ of ~~the~~financial ~~proceeds~~instruments, ofinterest ~~the Trust Account released to the Company or~~ (iiexpense) ~~at the Sponsor’s discretion~~income, ~~converted~~net, inand ~~full~~other orincome ~~in part~~(expense), ~~upon~~ ~~consummation of the Company’s Business Combination into additional private units at a price of $10~~net.~~00 per unit.~~

On March 30, 2023, April 30, 2023, Msay 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection with the March Extensions (the “Third”, “Fourth”, “Fifth”, “Sixth”, “Seventh”, and “Eighth” Promissory Notes) in the principal amount of $125,000 for each note. The First Promissory Note together with Second through Eighth Promissory Notes (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 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 Combination into additional private units at a price of $10.00 per unit (the “Conversion”).F-37

OnNOTES ~~August~~TO ~~30,~~THE ~~2023,~~UNAUDITED ~~September 28,~~CONDENSED ~~2023,~~CONSOLIDATED ~~November~~FINANCIAL 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773, $192,069, $4048,287, $474,490, $286,259 and $106,716, respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12,” respectively), to the Sponsor in exchange for cash.STATEMENTS

36Entity-wide information

~~Working~~As ~~Capital~~of ~~Note 1~~March 31, ~~together with Working Capital Notes 2~~2026, ~~3, 4,5,6,7, 8, 9, 10, 11 and 12 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~~property, ~~in full or in part~~plant, ~~upon~~and ~~consummation~~equipment of ~~the~~$7.4 ~~initial~~million ~~Business~~is ~~Combination~~domiciled ~~into~~entirely ~~additional~~in ~~private~~the ~~units~~Republic ~~at a price~~ of ~~$10~~Korea.00 ~~per~~As ~~unit. Additional Working Capital Notes may be funded at the discretion~~ of ~~the Sponsor~~December 31, 2025, ~~in total amounts for~~ the ~~Working Capital~~Company ~~Notes~~did ~~series~~ not toown ~~exceed~~any $4property, ~~million~~plant, and equipment.

~~The~~Refer 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 beNote ~~accounted~~14 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,~~Revenue ~~the instrument meets the fixed-~~for~~-fixed~~ ~~criteria~~geographic ~~under~~information ~~ASC~~regarding ~~815-40-15, meets~~ the ~~requirements~~Company’s ~~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~~revenues. ~~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.~~

AsNote of16 ~~September~~- ~~30,~~Loss ~~2025 and~~Per December 31, 2024, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.Share

AsThe ofCompany ~~September~~computes ~~30, 2025~~loss ~~and~~per ~~December~~share ~~31,~~in ~~2024,~~accordance ~~respectively,~~with ~~there~~ASC ~~were~~260-10-45 $2“Earnings per Share,~~608,430~~” which requires presentation of both basic and ~~$1,740,966~~diluted loss per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding ~~under~~shares of common stock during the ~~Working~~period. ~~Capital~~The ~~Notes~~EM ~~reported~~LLC convertible preferred units did not participate in ~~Working~~the earning (or losses) of the Company. Further, the conversion of the convertible preferred units prior to the Business ~~capital~~Combination ~~loans~~was –contingent ~~related~~on ~~party~~the execution of the event, and therefore the potential common shares were not included in the ~~accompanying~~calculation of ~~unaudited~~outstanding ~~condensed~~shares ~~consolidated~~prior ~~balance~~to ~~sheets~~conversion.

OnThe ~~May~~EM 3,Share ~~2023, the Company~~Obligations ~~and~~(see ~~Welsbach~~Note ~~Holdings~~10 ~~Pte~~- ~~Ltd~~Derivative ~~(the “Backstopper”~~Liabilities), anprior ~~affiliate~~to of the ~~Sponsor,~~Closing ~~entered~~Date ~~into~~were acontingently ~~backstop~~issuable ~~agreement~~common (shares; however, the ~~“Backstop~~contingency was ~~Agreement”)~~subject ~~pursuant~~ to ~~which~~ the ~~Backstopper~~execution ~~guarantees~~of ~~any~~the ~~deficiency~~Business ofCombination. ~~restricted~~Therefore, ~~cash~~prior ~~which~~to ~~may~~the ~~exist~~Closing asDate, ofthe ~~September~~EM ~~30,~~Share ~~2025, and~~Obligations ~~agrees~~were tonot ~~advance~~included in ~~funds~~the ascalculation ~~needed~~of tooutstanding ~~remedy~~shares ~~any~~of ~~such~~common ~~deficiency~~stock.

~~Off~~Upon the Closing Date, certain EM Share Obligations converted into the Company’s common stock (see Note 3 -~~Balance~~ ~~Sheet~~Reverse ~~Arrangements~~Recapitalization) and are included in outstanding shares thereafter. Other instruments included in outstanding shares after the Closing Date are the 24,902,106 contingently issuable shares of common stock recorded in equity-classified CPU share allocation and 2,898,499 contingently issuable shares of common stock related to noncontrolling interest (see Note 13 - Equity). These instruments are only contingent upon the passage of time, beginning on the Closing Date.

WeDiluted ~~have~~loss noper ~~obligations,~~share ~~assets~~gives oreffect ~~liabilities,~~to ~~which~~all ~~would~~dilutive bepotential ~~considered~~shares ~~off-balance~~of ~~sheet~~common ~~arrangements~~stock asoutstanding ofduring ~~September~~the ~~30, 2025~~period. WeDilutive doloss ~~not~~per ~~participate~~share inexcludes ~~transactions~~all potential ~~that~~shares ~~create~~of ~~relationships~~common ~~with~~stock ~~entities~~if ortheir ~~financial~~effect ~~partnerships,~~is ~~often~~anti-dilutive. ~~referred~~For tothe asthree ~~variable~~months ~~interest~~ended ~~entities~~March 31, ~~which~~2026 ~~would~~and ~~have~~three ~~been~~months ended March 31, 2025, ~~established~~there ~~for~~were ~~the~~no ~~purpose~~additional potential shares of ~~facilitating~~common ~~off-balance~~stock ~~sheet~~to ~~arrangements.~~consider Wewithin ~~have~~diluted ~~not~~loss ~~entered~~per ~~into~~share, ~~any~~as ~~off-balance~~the ~~sheet~~contingencies ~~financing~~discussed ~~arrangements,~~above ~~established~~in ~~any~~basic ~~special~~loss ~~purpose~~per ~~entities,~~share ~~guaranteed~~also ~~any~~preclude ~~debt~~consideration orof ~~commitments~~these ofinstruments ~~other~~in ~~entities~~diluted loss per share. Therefore, orbasic ~~purchased~~and ~~any~~diluted ~~non-financial~~loss per ~~assets~~share are equivalent for the periods presented.

~~Contractual~~The ~~Obligations~~basic and diluted net loss per share are as follows:

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

	Three Months Ended March 31,
in thousands, except share data	2026			2025
Net (loss) income attributable to common stock	$	(440,314	)	$	(17,996	)
Weighted average shares outstanding - basic and diluted		611,903,892			454,712,290
Net loss per share - basic and diluted	$	(0.72	)	$	(0.04	)

~~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~~F-~~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.~~38

~~The~~EVOLUTION ~~Company~~METALS ~~issued two promissory~~& ~~notes,~~TECHNOLOGIES ~~each in the principal amount of $772,769 to the Sponsor~~CORP. These promissory notes bear no interest and are payable upon the earlier to occur of (i) consummation of the Company’s initial Business Combination out of the proceeds of the Trust Account released to the Company or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s Business Combination into additional private units at a price of $10.00 per unit.

37NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Note ~~Company~~17 ~~issued~~- ~~six~~Related ~~promissory notes,~~Party each in the principal amount of $125,000 to the Sponsor. These promissory notes bear no interest and are payable upon the earlier to occur of (i) consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s Business Combination into additional private units at a price of $10.00 per unit.Transactions

OnShareholder ~~July~~Loan 30, 2023, the Company issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor in exchange for cash. The Company drew an additional $100 from this promissory note which resulted in a total outstanding amount of $84,100.Advances

OnDuring ~~August~~2024 ~~30,~~and ~~2023~~2025, ~~September~~the Company ~~28,~~advanced ~~2023,~~funds ~~November~~to ~~10,~~its ~~2023,~~majority ~~December 29~~shareholder, ~~2023,~~David ~~March~~Wilcox 20(“DW”), ~~2024,~~pursuant ~~June~~to ~~28,~~a ~~2024,~~series ~~September~~of ~~30,~~unsecured ~~2024,~~promissory ~~December~~notes ~~31,~~(the ~~2024,~~“DW Notes”). ~~March~~In 31addition, ~~2025, June~~on ~~30,~~November ~~2025 and September 30~~26, 2025, the Company ~~issued~~advanced ~~Working~~approximately ~~Capital~~$1.9 ~~Notes~~million 2,to 3,EMT 4,Asia 5Co., 6,Ltd. 7,(“EMT 8,Asia”) pursuant 9,to ~~10,~~an 11unsecured ~~and~~promissory ~~12,~~note ~~respectively, in~~ (the ~~principal~~“Direct ~~amounts~~Note”). ofEMT ~~$378,000,~~Asia ~~$22,000,~~is ~~$50,000,~~wholly ~~$15,000,~~owned ~~$373,737,~~and ~~$177,773,~~controlled ~~$192,069,~~by ~~$448,287,~~DW. ~~$474~~Collectively,~~490,~~ the ~~$286,259~~DW Notes and ~~$106,716, respectively,~~the Direct Note are referred to ~~the~~herein ~~Sponsor~~as inthe ~~exchange~~“Shareholder ~~for~~Loan ~~cash~~Advances.”

AsThe ofproceeds ~~both~~from ~~September~~the ~~30,~~Shareholder ~~2025~~Loan Advances were utilized primarily to fund general and ~~December~~administrative ~~31,~~expenditures ~~2024~~incurred on behalf of the Company, ~~there~~including ~~was~~costs associated anwith ~~aggregate~~the ofacquisition, $2integration,~~296~~ development,~~371~~ ~~outstanding~~capitalization, ~~under~~structuring, ~~the~~and ~~Convertible~~ongoing ~~Promissory~~support ~~Notes~~of ~~reported~~the inCompany’s ~~Convertible~~operating ~~promissory~~entities ~~notes~~and –strategic initiatives. Such expenditures included transaction-related ~~party~~costs, professional fees, operational support activities, business development expenditures, organizational expenses, and other expenditures incurred in ~~the~~furtherance ~~accompanying~~of ~~unaudited~~the ~~condensed~~Company’s ~~consolidated~~business activities ~~balance~~and ~~sheets~~strategic objectives.

As of ~~September 30~~December 31, 2025, ~~and~~the ~~December~~aggregate ~~31,~~outstanding ~~2024,~~balance ~~there~~under ~~were~~the ~~amounts~~Shareholder ofLoan Advances was approximately $28.3 million,~~608,430~~ consisting of approximately $6.4 million advanced directly to DW and approximately $1~~,740,966,~~.9 ~~respectively,~~million ~~outstanding~~advanced ~~under~~to EMT Asia. Because the ~~Working~~Shareholder ~~Capital~~Loan ~~Notes~~Advances ~~reported~~were made to inthe ~~Working~~majority ~~capital~~shareholder ~~loans~~for –a ~~related~~business ~~party~~purpose, inbut without substantial evidence of ability and intent of the ~~accompanying~~counterparty ~~unaudited~~to ~~condensed~~pay ~~consolidated~~the notes ~~balance~~within ~~sheets~~the stated maturity, the Company accounted for these notes as contra-equity adjustment to additional paid-in capital, pursuant to ASC 505 - Equity.

~~Factors~~As ~~That~~discussed ~~May~~in ~~Adversely~~Note ~~Affect~~20 ~~Our~~- ~~Results~~Restatement of Prior Period Financial Statements, the Shareholder Loan Advances are reflected as a reduction of ~~Operations~~additional paid-in capital within stockholders’ equity in the accompanying Condensed consolidated balance sheets. Further, pursuant to SAB Topic 5.T, expenditures incurred by EMT Asia or funded through the Shareholder Loan Advances for the benefit of the Company were recognized as selling, general and administrative expenses within the Company’s unaudited condensed consolidated statements of operations when incurred. Such expenditures are accounted for as deemed capital contributions from the majority shareholder because the expenditures were incurred for the operational and strategic benefit of the Company. Accordingly, additional paid-in capital is reduced as funds are advanced and subsequently increased as qualifying expenditures are recognized in the Company’s financial statements.

~~Our~~During ~~results~~the ofthree ~~operations and~~months ~~our~~ended ~~ability~~March to31, ~~complete~~2026, anthe ~~initial~~Company ~~Business Combination may be adversely affected by various factors that could cause economic uncertainty~~recognized ~~and~~approximately ~~volatility~~$1.5 inmillion ~~the~~of ~~financial markets~~selling, ~~many~~general ofand ~~which~~administrative ~~are~~expenses ~~beyond~~associated ~~our~~with ~~control.~~expenditures ~~Our~~funded ~~business~~through ~~could~~the beShareholder Loan ~~impacted~~Advances ~~by,~~and ~~among~~incurred ~~other~~for ~~things, downturns in~~ the ~~financial~~benefit ~~markets~~of orthe inCompany ~~economic~~pursuant ~~conditions,~~to ~~increases~~SAB inTopic ~~oil~~5.T. ~~prices,~~In ~~inflation~~addition, ~~increases~~during inthe ~~interest~~three ~~rates,~~months ~~supply chain~~ended ~~disruptions~~March 31, ~~declines in consumer confidence and spending~~2026, ~~and~~the ~~geopolitical~~Company ~~instability,~~advanced ~~such~~an asadditional ~~the~~approximately ~~military~~$0.5 ~~conflict~~million inunder ~~Ukraine and~~ the ~~Middle~~same ~~East~~arrangement. WeSuch ~~cannot~~advances atare ~~this~~presented ~~time~~within financing ~~fully~~activities ~~predict~~in the ~~likelihood~~accompanying ofunaudited ~~one~~condensed orconsolidated ~~more~~statements of ~~the~~cash ~~above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination~~flows.

~~JOBS~~As ~~Act~~of March 31, 2026, the net balance associated with the Shareholder Loan Advances reflected as contra-equity within additional paid-in capital was approximately $1.2 million.

OnOther ~~April~~Related 5,Party 2012, the 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 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 unaudited condensed consolidated financial statements may not be comparable to companies that comply with public company effective dates.Transactions

~~Additionally,~~Additional werelated ~~are~~parties ininclude ~~the~~officers and ~~process~~key ofmanagement ~~evaluating the benefits~~ of ~~relying on~~ the ~~other~~Company ~~reduced~~and ~~reporting~~its ~~requirements~~subsidiaries, ~~provided~~The byZeus ~~the~~Trust, ~~JOBS~~The ~~Act.~~NYX ~~Subject~~Trust, toGood ~~certain conditions~~Earth ~~set forth in the JOBS Act~~1000, ifLLC, asEMT anAsia ~~“emerging~~Co., ~~growth company~~Ltd.,” weADE ~~choose to rely on such exemptions we may not~~Metals ~~be required to~~Inc., ~~among~~JNS ~~other~~Industry ~~things~~Inc., ~~(i)~~Beacon ~~provide~~Advisory anCo. ~~auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act~~Ltd, ~~(ii)~~N&P ~~provide~~Co. ~~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~~Ltd., (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~~Hi-Q ~~unaudited~~MAG condensed 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 compensationCo. ~~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~~Ltd.

38Transactions included in financial statements with related party companies in the normal course of business include $0.2 million for purchases of raw materials, $0.2 million in non-trade accounts receivable - related parties generated from repurchase/resale transactions.

~~Critical Accounting Policies and Estimates~~F-39

~~Critical~~EVOLUTION ~~Accounting~~METALS ~~Policies~~& TECHNOLOGIES CORP.

~~Common~~NOTES ~~Stock~~TO ~~Subject~~THE toUNAUDITED ~~Possible~~CONDENSED ~~Redemption~~CONSOLIDATED FINANCIAL STATEMENTS

WeFurther, ~~account~~related ~~for~~party ~~our~~transactions ~~common stock~~between ~~subject to possible redemption in accordance with~~ the ~~guidance~~Company, inits ~~FASB’s Accounting Standards Codification (“ASC”)~~officers, ~~Topic~~employees, ~~480~~and ~~“Distinguishing~~significant ~~Liabilities~~shareholders ~~from~~comprise ~~Equity.”~~various ~~Common~~loan ~~stock~~arrangements ~~subject~~for tothe ~~mandatory~~ongoing ~~redemption~~activities ~~is classified as a liability instrument~~ and isfinancing ~~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~~Company’s ~~control) is classified as temporary equity~~operations. AtAmounts ~~all~~due ~~other~~from ~~times,~~or ~~common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered~~ to beits ~~outside of our control and subject to occurrence of uncertain future events. Accordingly~~officers, ~~common stock subject to possible redemption is presented as temporary equity~~employees, ~~outside~~and ofsignificant ~~the~~shareholders ~~stockholders’~~included ~~equity section of our unaudited condensed consolidated balance sheets~~$1.2 ~~The~~million ~~Company~~recorded ~~recognizes changes~~ in ~~redemption~~Short ~~value immediately as they occur and~~term ~~adjusts~~debt ~~the~~- ~~carrying~~related ~~value~~parties. ~~of redeemable common stock to equal the redemption value at the end of each reporting period~~$0.7 ~~Increases~~million ~~or decreases in the carrying amount~~ of ~~redeemable~~proceeds ~~common~~were ~~stock~~received ~~are~~from ~~affected~~new byloans ~~charges~~during ~~against~~the ~~additional~~three ~~paid~~months inended ~~capital~~March ~~and~~31, ~~accumulated deficit~~2026.

~~Net~~Last, ~~Loss~~the ~~per~~Company ~~Share~~provides a guarantee for borrowing to entities under common control and related parties (individuals) of ~~Common~~its ~~Stock~~subsidiaries. As of March 31, 2026, the Company guaranteed joint and several borrowings in the amount of $0.4 million for N&P Co. Ltd. and $0.2 million for one of its subsidiary executives. Additionally, the Company received a guarantee of $0.5 million from the same subsidiary executive for borrowings.

~~The~~NOTE ~~Company~~18 ~~computes~~- ~~loss per share in accordance with ASC 260~~NON-~~10-45~~CONSOLIDATED ~~“Earnings~~VARIABLE ~~per~~INTEREST 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 stock have a redemption right, which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public shares of common 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 of common stock subject to forfeiture by the Sponsor. At September 30, 2025, the Company did not have any dilutive securities and/or 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.ENTITIES

~~Critical~~The ~~Accounting~~enterprise ~~Estimates~~with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct activities of the VIE that most significantly impact the VIE’s economic performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (d) the VIE’s capital structure; (e) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (f) related-party relationships. We reassess our evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.

~~The~~Nonconsolidated preparation of unaudited condensed 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 unaudited condensed 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.VIEs

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has evaluated its relationship with EMT Asia Co., Ltd. (“EMT Asia”), an entity owned and controlled by the Company’s majority shareholder, under the guidance of ASC 810. As of March 31, 2026, and December 31, 2025, the Company had an unsecured promissory note receivable from EMT Asia. Management determined that EMT Asia is a VIE because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of EMT Asia because the Company does not possess the power to direct the activities of EMT Asia that most significantly impact EMT Asia’s economic performance. Such power is held by the sole equity owner of EMT Asia through governance and operational control rights. Accordingly, EMT Asia is not consolidated in the accompanying unaudited condensed consolidated financial statements.

InDuring ~~December~~the ~~2023,~~three ~~the~~months ~~FASB issued~~ended ~~ASU~~March ~~2023-09~~31, ~~Income~~2026, ~~Taxes~~and ~~(Topic~~the ~~740):~~year ~~Improvements~~ended toDecember 31, ~~Income~~2025, ~~Tax~~EMT ~~Disclosures~~Asia ~~(“ASU~~incurred ~~2023-09”),~~certain ~~which~~operating ~~requires~~and ~~disclosure of~~acquisition-related ~~incremental~~expenditures ~~income~~on ~~tax~~behalf ~~information~~of ~~within~~ the ~~rate~~Company ~~reconciliation~~that ~~and~~were ~~expanded~~funded ~~disclosures~~through ofthe Shareholder ~~income~~Loan ~~taxes~~Advances ~~paid,~~as ~~among~~described ~~other~~in ~~disclosure requirements.~~Note ~~ASU~~17 ~~2023~~-09 isRelated ~~effective~~Party ~~for~~Transactions. ~~fiscal~~Such ~~years~~amounts ~~beginning~~were ~~after~~recognized ~~December~~within 15selling, ~~2024.~~general ~~Early adoption is permitted. The Company’s~~and ~~management~~administrative ~~does~~expenses, ~~not~~with ~~believe~~corresponding ~~the~~credits ~~adoption~~recognized ofwithin ~~ASU~~additional ~~2023~~paid-09in ~~will~~capital ~~have~~in aaccordance ~~material~~with ~~impact~~SAB onTopic ~~its financial statements and disclosures~~5.T.

InAs ~~November~~of ~~2023~~December 31, ~~the FASB issued ASU 2023-07~~2025, ~~Segment~~the ~~Reporting~~Company ~~(Topic~~had ~~280):~~made ~~Improvements~~cumulative distributions to ~~Reportable~~EMT ~~Segment~~Asia ~~Disclosures~~of $1.9 ~~The~~million. ~~amendments~~As discussed in ~~this~~Note ~~ASU~~17 ~~require disclosures,~~- onRelated anParty ~~annual and interim basis~~Transactions, ~~of significant segment expenses that are regularly provided to~~ the ~~chief~~Company ~~operating~~recognized ~~officer decision~~this ~~maker~~amount ~~(“CODM”),~~ as ~~well~~a ascontra-equity within ~~the~~additional ~~aggregate amount of other segment items included~~ paid-in ~~the~~capital. ~~reported~~Consequently, ~~measure~~as of ~~segment profit~~December 31, or2025, ~~loss. The ASU requires that a public entity disclose~~ the ~~title~~carrying ~~and~~amount ~~position~~ of the ~~CODM~~Company’s ~~and~~interest ~~an explanation of how the CODM uses~~in the ~~reported~~VIE ~~measure(s)~~recorded ofon ~~segment~~the ~~profit~~balance orsheet ~~loss~~is inde ~~assessing segment performance and deciding how to allocate resources~~minimis. ~~Public~~The ~~entities will~~Company’s bemaximum ~~required~~exposure to ~~provide~~loss ~~all~~as ~~annual~~a ~~disclosures~~result ~~currently~~of ~~required~~its byinvolvement ~~Topic 280 in interim periods, and entities~~ with athe ~~single reportable~~entity ~~segment~~is ~~are required to provide all~~ the ~~disclosures~~cumulative ~~required~~amount byof the ~~amendments~~$1.9 inmillion ~~this~~distribution. ~~ASU~~As ~~and~~further ~~existing~~discussed ~~segment disclosures~~ in ~~Topic~~Note ~~280. This~~17 ~~ASU~~- isRelated ~~effective~~Party ~~for fiscal years beginning after December 15~~Transactions, ~~2023,~~the ~~and interim periods within fiscal years beginning after December~~distributions ~~15,~~to ~~2024,~~EMT ~~with~~Asia ~~early~~are ~~adoption~~directed ~~permitted.~~by ~~ASU~~DW ~~2023-07~~for ~~became~~the ~~effective~~furtherance as of ~~December~~the ~~31,~~Company’s ~~2024~~business ~~and our management adopted ASU 2023-07 in our financial statements and related disclosures (see Note 9)~~objectives.

~~Management~~As ~~does~~of ~~not~~March ~~believe that any other recently issued~~31, ~~but not yet effective~~2026, ~~accounting~~the ~~standards~~Company’s ifgeneral ~~currently~~relationship ~~adopted~~and direct ~~would~~economic ~~have~~exposure awith ~~material~~EMT ~~effect~~Asia onremained ~~the accompanying unaudited condensed consolidated financial statements~~unchanged.

39F-40

~~ITEM~~EVOLUTION 3.METALS ~~QUANTITATIVE~~& TECHNOLOGIES ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~CORP.

WeNOTES ~~are~~TO aTHE ~~smaller~~UNAUDITED ~~reporting company~~CONDENSED asCONSOLIDATED ~~defined~~FINANCIAL ~~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.~~STATEMENTS

~~ITEM~~Note 4.19 ~~CONTROLS~~- ~~AND~~Commitments ~~PROCEDURES~~and Contingencies

~~Evaluation~~Indemnification Agreements: The Company enters into contractual relationships that contain indemnification provisions in its normal course of ~~Disclosure~~business ~~Controls~~with other parties. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and ~~Procedures~~circumstances that are like to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. Management believes any liability arising from these agreements will not be material to the Company’s unaudited condensed consolidated financial statements.

AsLegal ofMatters: ~~September~~The ~~30,~~Company ~~2025~~may periodically become involved in legal proceedings, ~~under~~legal ~~the~~actions, ~~supervision~~ and ~~with~~claims arising in the ~~participation~~normal course of ~~our management~~business, including ~~our~~proceedings ~~Chief~~relating ~~Executive~~to ~~Officer~~intellectual ~~and~~property, ~~our~~safety ~~Chief Financial Officer~~and ~~(together~~health, ~~the~~employment ~~“Certifying~~and ~~Officers”),~~other wematters. ~~carried~~Management ~~out~~believes anthat ~~evaluation of~~ the ~~effectiveness~~outcome of ~~the~~such ~~design~~legal ~~and~~proceedings, ~~operation~~legal ofactions, ~~our disclosure controls~~ and ~~procedures~~claims aswill ~~defined~~not have ina ~~Rules~~significant ~~13a-15(e)~~adverse ~~and~~effect, ~~15d-15(e)~~individually, ~~under~~or ~~the~~in ~~Exchange~~aggregate, ~~Act. Based~~ on the ~~foregoing,~~Company’s ~~our~~financial ~~Certifying Officers~~position, ~~concluded~~results ~~that our disclosure controls and procedures were not effective as~~ of ~~September~~operations ~~30,~~or cash ~~2025~~flows.

~~Disclosure~~Guarantees ~~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.Warranties:

The ~~Company~~list ~~has~~of ~~limited~~payment guarantees ~~resources~~provided ~~and~~by ~~personnel,~~third ~~which~~parties ~~has resulted in certain matters involving internal control over financial reporting that we consider~~ to be ~~a material weakness under standards of~~ the ~~Public~~ Company ~~Accounting~~as ~~Oversight Board (“PCAOB”), specifically related to the classification~~ of ~~redeemable shares. A control deficiency exists when the design or operation of a control does not allow management or employees~~March 31, ~~in the normal course of performing their assigned functions~~2026, toare ~~prevent~~as or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. follows:

Changes in Internal Control over Financial Reporting

Provider	Type	Guaranteed Amount		Beneficiary
K-SURE (Korea Trade Insurance Corporation)	Trade Bill Loan	$	85	Industrial Bank of Korea
KODIT (Korea Credit Guarantee Fund)	Operating Funds Loan		1,097	Industrial Bank of Korea
SGI (Seoul Guarantee Insurance)	Government Grant		174	Korea Occupational Safety and Health Agency
SGI (Seoul Guarantee Insurance)	Defects Liability Guarantee Insurance		9	LS ELECTRIC Co., Ltd., Korea Institute for Robot Industry Advancement (KIRIA)
SGI (Seoul Guarantee Insurance)	Payment Guarantee Insurance		17	Korea Industrial Technology Association (KOITA)
KIBO(Korea Technology Finance Corporation)	Working capital loans Guarantee		198	Hana Bank

~~There~~The ~~have~~main ~~been~~commitments ~~no changes~~with ~~in our internal control over~~ financial ~~reporting~~institutions (as ~~defined~~of inMarch 31, ~~Rule~~2026, ~~13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or~~ are ~~reasonably~~as ~~likely to materially affect our internal control over financial reporting.~~ follows:

Financial Institution	Type	Credit Line		Used Amounts
Industrial Bank of Korea⁽¹⁾⁽²⁾	Operating Funds Loan	$	4,735	$	4,176
KOSME (Korea SMEs and Startups Agency)	Operating Funds Loan		661		348
Woori Bank	Operating Funds Loan		529		120
Hana Bank	Facility loans		190		190
Hana Bank	Working capital loans		198		198
Total		$	6,313	$	5,032

~~PART~~(1) IIAs of March 31, 2026 land, buildings, machinery, and equipment have been provided as collateral (with a secured amount of $3.3 million for long term debt (refer to Note 7 - ~~OTHER~~Property, ~~INFORMATION~~Plant and Equipment, Net and Note 9 - Debt) and joint guarantees issued for related parties (refer to Note 17 - Related Party Transactions).

~~ITEM~~(2) As of March 31, 2026, the Company established pledge fire insurance claims (with a pledge amount of $1.5 ~~LEGAL~~million ~~PROCEEDINGS~~(refer to Note 9 - Debt).

~~None.~~F-41

~~ITEM~~EVOLUTION ~~1A.~~METALS ~~RISK~~& TECHNOLOGIES ~~FACTORS~~CORP.

AsNOTES aTO ~~smaller~~THE ~~reporting~~UNAUDITED ~~company, we~~CONDENSED ~~are~~CONSOLIDATED ~~not~~FINANCIAL required to include risk factors in this Quarterly Report on Form 10-Q. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:STATEMENTS

●Note 20 We- ~~are~~Restatement aof ~~blank~~Prior ~~check~~Period ~~company~~Financial ~~with no revenue or basis to evaluate our ability to select a suitable business target;~~Statements

●Subsequent Weto ~~may~~the issuance ~~not~~of bethe ~~able~~Company’s previously issued financial statements, the Company identified errors related to ~~select~~the anaccounting presentation ~~appropriate~~of ~~target~~certain ~~business~~advances ormade ~~businesses~~to David Wilcox, the Company’s sole managing and ~~complete~~voting ~~our~~member ~~initial~~prior ~~business~~to ~~combination~~the Business Combination and majority shareholder following the Business Combination, which were used to fund EMT Asia Co., Ltd., a related-party entity wholly owned by Mr. Wilcox. Management determined that such advances were incorrectly presented as Note receivable — related party and should have been presented as contra-equity within additional paid-in capital. Management also determined that certain expenses incurred by EMT Asia on behalf of the ~~prescribed~~Company ~~time~~should ~~frame;~~have been recognized as expenses of the Company. The Company had previously recorded an allowance for credit losses in connection with the collection uncertainty concerning the Note receivable — related party, thereby recognizing expense in the periods of issuance.

●The ~~Our~~following ~~expectations~~tables ~~around~~reflect the ~~performance~~effects of athe ~~prospective~~corrections ~~target~~on ~~business~~all affected orline ~~businesses~~items ~~may~~of the Company’s previously reported financial amounts presented in the these Condensed consolidated financial statements. The correction did not beimpact ~~realized;~~cash and cash equivalents, total liabilities, or total net cash used in operating activities for the periods presented.

● We may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

Audited Condensed Consolidated Balance Sheet
in thousands	December 31, 2025 Previously Reported			Adjustments			December 31, 2025 As Corrected
ASSETS
Prepaid expenses and other current assets	$	59		$	(11	)	$	48
Note receivable – related party		4,167			(4,167	)		—
Total current assets		17,404			(4,179	)		13,226
Total assets	$	26,670		$	(4,179	)	$	22,491
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Additional paid-in capital	$	-		$	(2,329	)	$	(2,329	)
Accumulated deficit		(676,957	)		(1,850	)		(678,807	)
Total members’ deficit		(650,689	)		(4,179	)		(654,868	)
Total liabilities and members’ deficit	$	26,670		$	(4,179	)	$	22,491

● Our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

Unaudited Condensed Consolidated Statements of Operations
in thousands	March 31, 2025 Previously Reported			Adjustments			March 31, 2025 As Corrected
General and administrative expenses⁽¹⁾	$	1,851		$	827		$	2,678
Loss from operations		(1,975	)		(827	)		(2,802	)
Provision for credit losses		(1,310	)		840			(470	)
Total other expense, net		(16,035	)		840			(15,195	)
Loss before income taxes		(18,010	)		13			(17,996	)
Net loss	$	(18,010	)	$	13		$	(17,996	)

●(1) WeThe ~~may~~Company ~~not~~has becombined ~~able~~certain tocaptions ~~obtain~~that ~~additional~~were ~~financing~~previously todisaggregated ~~complete~~within ~~our~~operating ~~initial business combination or reduce the number of shareholders requesting redemption;~~expenses.

~~● We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;~~F-42

●EVOLUTION ~~You~~METALS ~~may~~& TECHNOLOGIES ~~not be given the opportunity to choose the initial business target or to vote on the initial business combination;~~CORP.

●NOTES ~~Trust~~TO ~~account~~THE ~~funds~~UNAUDITED ~~may~~CONDENSED ~~not~~CONSOLIDATED beFINANCIAL ~~protected against third party claims or bankruptcy;~~STATEMENTS

● An active market for our public securities’ may not develop and you will have limited liquidity and trading;

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity
	Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity
As Previously Reported
Balance, December 31, 2024	$	—		$	(58,962	)	$	(49,374	)
Net loss	$	—		$	(18,009	)	$	(18,009	)
Balance March 31, 2025	$	—		$	(76,971	)	$	(66,134	)

Adjustments
Balance, December 31, 2024	$	261		$	(1,931	)	$	(1,625	)
Investor loan advances and deemed contributions	$	(853	)	$	—		$	(853	)
Net loss	$	—		$	13		$	13
Balance March 31, 2025	$	(592	)	$	(1,918	)	$	(2,465	)

As Corrected
Balance, December 31, 2024	$	261		$	(60,893	)	$	(51,000	)
Investor loan advances and deemed contributions		(853	)		—			(853	)
Net loss		—			(17,996	)		(17,996	)
Balance March 31, 2025	$	(592	)	$	(78,889	)	$	(68,599	)

● The availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;

Unaudited Condensed Consolidated Statement of Cash Flows
in thousands	March 31, 2025 Previously Reported			Adjustments			March 31, 2025 As Corrected
Cash flows from operating activities:
Net loss	$	(18,010	)	$	13		$	(17,996	)
Allowance for credit losses		1,310			(840	)		470
Investor expenses incurred on behalf of Company		—			827			827
Net cash used in operating activities		(2,063	)		—			(2,063	)
Cash flows from investing activities:
Advance — note receivable related parties		(1,680	)		1,680			—
Net cash used in investing activities		(2,154	)		1,680			(474	)
Cash flows from financing activities:
Constructive disbursements to related party		—			(1,680	)		(1,680	)
Net cash provided by financing activities		5,335			(1,680	)		3,655

~~● Our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management;~~F-43

●EVOLUTION ~~There~~METALS ~~may~~& TECHNOLOGIES be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target;CORP.

●NOTES ~~Changes~~TO inTHE ~~the~~UNAUDITED ~~market~~CONDENSED ~~for~~CONSOLIDATED ~~directors~~FINANCIAL ~~and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination;~~STATEMENTS

●Note We21 ~~may~~- ~~attempt~~Subsequent to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability;Events

●Yorkville WeConvertible ~~may~~Debenture engage one or more of our underwriters or one 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 will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination;Financing

41On May 7, 2026, the Company entered into a Securities Purchase Agreement with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to Yorkville convertible debentures in an aggregate principal amount of up to $100.0 million. The convertible debentures are convertible into shares of the Company’s common stock, par value $0.0001 per share. The Company issued the first convertible debenture in the principal amount of $20.0 million on May 7, 2026. A second convertible debenture in the principal amount of $5.8 million is expected to be issued upon effectiveness of a resale registration statement on Form S-1, and up to an additional $74.2 million in convertible debentures may be purchased in subsequent tranches from time to time upon the mutual agreement of the Company and Yorkville. Each convertible debenture will have a purchase price equal to 97% of its principal amount.

●The Weconvertible ~~may~~debentures ~~attempt~~are convertible at a conversion price equal to ~~complete~~the ~~our~~lower ~~initial~~of ~~business~~$12.09 ~~combination~~per ~~with~~share aor ~~private~~95% ~~company~~of ~~about~~the ~~which~~lowest ~~little~~daily ~~information~~volume-weighted isaverage ~~available~~price of the Company’s common stock during the five consecutive trading days immediately preceding the conversion date, ~~which~~subject ~~may~~to ~~result~~certain inlimitations, aincluding Nasdaq ~~business~~exchange ~~combination~~cap ~~with~~limitations and a ~~company~~4.99% ~~that~~beneficial isownership ~~not~~limitation. asThe ~~profitable~~first asconvertible wedebenture ~~suspected,~~bears ifinterest at ~~all;~~an annual rate of 5.0%, which increases to 18.0% upon the occurrence and continuation of an event of default, and matures on November 7, 2027.

●The ~~Since~~Company ~~our~~will ~~initial~~not ~~stockholders~~be ~~will~~required ~~lose~~to ~~their~~make ~~entire~~monthly cash ~~investment~~payments inunder usthe ifconvertible ~~our~~debentures ~~initial~~unless ~~business~~an ~~combination~~amortization isevent ~~not~~occurs. ~~completed~~Upon ~~(other~~an ~~than~~amortization ~~with~~event, ~~respect~~the Company will be required to ~~any~~make ~~public~~monthly ~~shares~~cash ~~they~~payments ~~may~~equal ~~acquire~~to ~~during~~one-fifth of the original principal amount, or ~~after~~the ~~our~~outstanding ~~initial~~principal ~~public~~amount ~~offering)~~if lower, ~~and~~plus a ~~because~~5% ~~our~~payment ~~sponsor,~~premium ~~officers~~and all accrued and ~~directors~~unpaid ~~may~~interest. ~~profit~~The ~~substantially~~Securities ~~even~~Purchase ~~under~~Agreement ~~circumstances~~includes incustomary ~~which~~registration ~~our~~rights, ~~public~~investor protections, ~~stockholders~~and ~~would~~provisions ~~experience~~governing ~~losses~~trading inactivity, ~~connection~~including ~~with~~limitations ~~their~~on ~~investment,~~short aselling. ~~conflict~~The ofCompany ~~interest~~intends ~~may~~to ~~arise~~use inthe ~~determining~~proceeds from ~~whether~~the afacility ~~particular~~for ~~business~~general ~~combination~~corporate ~~target~~purposes, isincluding ~~appropriate~~supporting ~~for~~the ~~our~~expansion ~~initial~~of ~~business~~its ~~combination;~~operations and development initiatives.

●In ~~Changes~~connection inwith ~~laws~~the orSecurities ~~regulations~~Purchase orAgreement, the ~~how~~Company ~~such~~entered ~~laws~~into ora ~~regulations~~Registration ~~are~~Rights ~~interpreted~~Agreement orwith ~~applied~~Yorkville, orpursuant ato ~~failure~~which the Company is required to ~~comply~~file, ~~with~~within ~~any~~30 calendar ~~laws~~days orfollowing ~~regulations,~~the ~~may~~date ~~adversely~~of ~~affect~~the ~~our~~Securities ~~business~~Purchase Agreement, ~~including~~a ~~our~~registration ~~ability~~statement toregistering ~~negotiate~~the resale by Yorkville of 5.4 million shares of the Company’s common stock issuable upon conversion of the convertible debentures. Yorkville was also granted certain piggyback registration rights. In addition, the Company and ~~complete~~Yorkville ~~our~~entered ~~initial~~into ~~business~~a ~~combination~~Global Guarantee Agreement, pursuant to which the Company and ~~results~~its subsidiaries agreed to guarantee all of ~~operations;~~the Company’s obligations under the convertible debentures.

● If the funds held outside of our trust account are insufficient to allow us to operate until at least December 30, 2025 (or such date as extended by our charter), our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected;F-44

●EVOLUTION ~~Our~~METALS ~~independent~~& ~~registered~~TECHNOLOGIES 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 September 30, 2025 (or such date as extended by our charter);CORP.

●MANAGEMENT’S ~~The~~DISCUSSION ~~value~~AND ofANALYSIS ~~the~~OF FINANCIAL ~~founder~~CONDITION ~~shares~~AND ~~following~~RESULTS ~~completion~~OF 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;OPERATIONS

●Item ~~Resources~~2. ~~could~~Management’s beDiscussion ~~wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate~~ and ~~acquire~~Analysis 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~~Financial ~~trust~~Condition ~~account~~ and ~~our~~Results ~~rights~~of ~~will expire worthless; and~~Operations

●The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited Unaudited Condensed Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q (“Form 10-Q”) as of and for the three months ended March 31, 2026 and 2025. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Our ~~ability~~actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to ~~identify~~those adifferences ~~target~~include, ~~and~~but are not limited to, ~~consummate~~those anidentified ~~initial~~below ~~business~~and ~~combination~~those ~~may~~set beforth ~~adversely~~in ~~affected~~the bysections ~~economic~~titled ~~uncertainty~~“Risk Factors” and ~~volatility~~“Cautionary Note Regarding Forward-Looking Statements” included in this Form 10-Q. Additionally, our historical results are not necessarily indicative of the ~~financial~~results ~~markets~~that may be expected in any future period. Amounts are presented in U.S. dollars.

~~For~~Unless the ~~complete~~context ~~list of~~otherwise ~~risks relating to our operations~~requires, ~~see~~references ~~the~~in ~~section~~this ~~titled~~ “~~Risk~~Management’s ~~Factors”~~Discussion ~~contained~~and inAnalysis ~~our~~of ~~Registration~~Financial ~~Statement~~Condition onand ~~Form~~Results ~~S-1~~of Operations” ~~(File~~to ~~No. 333-261467)~~“we,” ~~filed with the SEC on December 15~~“us,” ~~2021~~“our,” as“the ~~amended~~Company”, as“EMAT” ~~well~~and as“EM&T” ~~any changes to such risk factors or additional~~generally ~~risk~~refer ~~factors disclosed from time~~ to ~~time~~Evolution inMetals ~~our~~& ~~future~~Technologies ~~filings with the SEC~~Corp. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~ITEM~~Business ~~2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~Overview

~~None~~EM&T (formerly known as Welsbach Technology Metals Acquisition Corp. (“WTMA”)) is a fully integrated critical materials and technology company focused on building a secure, reliable, and self-sustaining U.S.-aligned supply chain for critical minerals and materials (“CMM”), including rare earth elements (“REEs”), primarily through the recycling of end-of-life materials (“urban mining”). End-of-life materials are recovered from products that have reached the end of their useful service life - such as batteries, 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 owns and operates across the following midstream to downstream segments: (i) feedstock processing, (ii) oxide production, (iii) metal and alloy manufacturing, (iv) powder production, (v) the manufacture of bonded and sintered rare earth magnets, (vi) battery-grade sulfates and carbonates, (vii) precursor cathode active materials (“pCAM”), (viii) precious metals, and (ix) base metals. These outputs integrate directly into the supply chains of, and are suitable for direct delivery to, gigafactories, defense suppliers, original equipment manufacturers (“OEMs”), automotive manufacturers, and refineries. EM&T’s own operations are supported by advanced recycling processes, proprietary automation, and artificial intelligence-enabled systems, allowing the Company to continue to operate at commercial scale using proven technologies and experienced operating personnel to support a sustainable future through efficient processing and the application of cutting edge robotics and artificial intelligence (“AI”).

~~ITEM~~To 3achieve this vision, EM&T acquired Four Entities (as defined below) critical to the CMM supply chain in order to combine initial capabilities believed to serve as the foundation for the Company’s growth — transforming raw materials into essential components for further manufacturing; recycling lithium batteries; producing materials that are essential feedstocks used in the production of advanced magnets, which include (a) bonded magnets that are vital components in various high-tech applications (including automotive, aerospace, and consumer electronics industries) and (b) sintered magnets that are crucial for high-performance applications (particularly in the defense and aerospace sectors where precision and durability are paramount); developing AI software and machines to drive automation, innovation, and efficiency to reduce labor costs, lower manufacturing reject rates, and automating the quality of control processes. ~~DEFAULTS~~The ~~UPON~~Operating ~~SENIOR~~Companies ~~SECURITIES~~include Handa Lab Co., Ltd., a Korean company (“Handa Lab”), KCM Industry Co., Ltd., a Korean company (“KCM”), KMMI Inc., a Korean company (“KMMI”), and NS World Co., Ltd., a Korean company (collectively with Handa Lab, KCM and KMMI, the “Four Entities” or the “Korean Companies”). As a result of the acquisition of the Four Entities, the Company is expected to produce materials annually, including magnets and battery metals to meet the growing global demand driven by the electrification of transportation, the expansion of green energies, advancements in healthcare technologies, military and defense manufacturing, and consumer appliances, among others.

~~None.~~2

~~ITEM~~EVOLUTION 4.METALS ~~MINE~~& ~~SAFETY~~TECHNOLOGIES ~~DISCLOSURES~~CORP.

~~Not~~MANAGEMENT’S ~~applicable.~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~Recent ~~5. OTHER INFORMATION.~~Developments

~~(a)~~Recent ~~None.~~events impacting our business are as follows:

On January 5, 2026 (bthe “Closing Date”), ~~None~~following the approval at the special meeting of the shareholders of WTMA, held on September 2, 2025, WTMA Merger Subsidiary LLC, a Delaware limited liability company, and a wholly owned subsidiary of EM&T (the “Merger Sub”) consummated a merger (the “Merger”) with and into Evolution Metals LLC (“EM”), a Delaware limited liability company, pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, as amended by Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, as amended by Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025, as amended by Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated July 21, 2025, and as amended by Amendment No. 6 to Amended and Restated Agreement and Plan of Merger, dated January 5, 2026 (the “Merger Agreement”). Accordingly, the Merger Agreement was adopted, and the Merger and other transactions contemplated thereby (collectively, the “Business Combination”) were approved and completed. At the closing of the Business Combination (the “Closing”) on January 5, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into EM, with EM surviving the Merger as a wholly owned subsidiary of WTMA. On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals & Technologies Corp. As part of the Business Combination and prior to the closing of the Merger, EM acquired Handa Lab, KCM, KMMI, and NS World.

~~(c)~~On ~~None~~January of5, ~~our~~2026, ~~directors~~WTMA, orentered ~~officers~~into ~~adopted,~~Amendment ~~modified,~~No. or6 ~~terminated~~to athe ~~Rule~~Amended ~~10b5-1~~and ~~trading~~Restated ~~arrangement~~Agreement orand aPlan ~~non-Rule~~of ~~10b5-1~~Merger, ~~trading~~which ~~arrangement~~amended ~~during~~ the ~~nine~~Amended and Restated Agreement ~~months~~and ~~ended~~Plan ~~September~~of 30Merger, ~~2025~~by ~~(each~~among asother ~~defined~~things, inamended ~~Item~~the ~~408~~recitals of ~~Regulation~~the ~~S-K~~Merger Agreement, as well as certain definitions under the ~~Exchange~~Merger Agreement, ~~Act).~~and also

42updated the list of minority equityholders.

~~ITEM~~On 6January 5, 2026, WTMA entered into that certain Agreement and Plan of Merger, dated as of January 5, 2026, by and among WTMA, EM, NewCo, Inc., ~~EXHIBITS~~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 to time (the “Step 7 Merger Agreement”), pursuant to which Merger Sub merged with and into NewCo (the Step 7 Merger), on the terms and subject to the conditions set forth in the Step 7 Merger Agreement, with NewCo continuing as the surviving corporation in the Step 7 Merger. Thereafter, on January 5, 2026, Merger Sub merged with and into EM, with EM surviving the Step 8 Merger as a wholly owned subsidiary of WTMA. On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals & Technologies Corp.

~~The~~Precedent ~~following~~Transaction ~~documents~~Agreements ~~are filed as exhibits to this Quarterly Report on Form 10-Q.~~

~~EXHIBIT~~As ~~INDEX~~contemplated by the Merger Agreement, EM and WTMA entered into the following transactions that were consummated in connection with the Closing (the “Precedent Transactions”) in order to effectuate the Business Combination and which occurred prior to or at the Closing.

Exhibit Number		Description of Document
2.1		Amendment No. 2 to Amended and Restated Plan of Merger, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 14, 2025).
2.2		Amendment No. 3 to Amended and Restated Plan of Merger, dated March 31, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.4 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.1		Interco Master Trade Agreement, dated January 13, 2025, between Interco Trading, Inc. and Evolution Metals LLC (incorporated by reference to Exhibit 10.40 to the Company’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on January 24, 2025).
10.2		Agreement and Plan of Merger, dated as of February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., and NiCo Metals Group LLC (incorporated by reference to Exhibit 10.27 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.3		Amendment to Company Equityholder Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (included as Annex E to the proxy statement/prospectus, which is part of the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025, and incorporated herein by reference).
10.4		Amendment to Sponsor Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (included as Annex D to the proxy statement/prospectus, which is part of the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025, and incorporated herein by reference).
10.5		Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd. (incorporated by reference to Exhibit 10.29 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
10.6		Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KCM Industry, Ltd. (incorporated by reference to Exhibit 10.30 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
10.7		Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KMMI INC. (incorporated by reference to Exhibit 10.31 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
10.8		Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and NS World Co., Ltd. (incorporated by reference to Exhibit 10.32 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).

On January 5, 2026, in the first step of the Precedent Transactions, the EM Equityholder formed a wholly owned subsidiary and Delaware corporation (“US NewCo”) and immediately thereafter contributed 13,000 of the limited liability company common member units of EM (the “EM Member Units”) to US NewCo in exchange for 100 shares of common stock of US NewCo.

43On 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”).

10.9		Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., and NiCo Metals Group LLC. (incorporated by reference to Exhibit 10.27 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.10		Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd. (incorporated by reference to Exhibit 10.48 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.11		Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KCM Industry, Ltd. (incorporated by reference to Exhibit 10.49 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.12		Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KMMI INC. (incorporated by reference to Exhibit 10.50 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.13		Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and NS World Co. Ltd. (incorporated by reference to Exhibit 10.51 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

On January 5, 2026, in the third step of the Precedent Transactions, Korea DRE elected to be classified as a disregarded entity for U.S. federal income tax purposes.

* Filed herewith. * Furnished herewith.3

44EVOLUTION METALS & TECHNOLOGIES CORP.

~~SIGNATURES~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

InOn ~~accordance~~January ~~with~~5, ~~the~~2026, ~~requirements~~in the fourth step of the ~~Exchange~~Precedent ~~Act~~Transactions, ~~the~~EM ~~registrant~~contributed ~~caused~~$78,870,000 ~~this~~(the ~~report~~“Capital Contribution”) to bethe ~~signed~~capital onof, and assigned its ~~behalf~~rights byunder certain heads of agreement between EM and each of the ~~undersigned,~~Korean ~~thereunto~~Companies ~~duly~~to ~~authorized~~Korea NewCo.

	WELSBACH TECHNOLOGY METALS ACQUISITION CORP.
Date: November 17, 2025	By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 17, 2025	By:	/s/ John Stanfield
	Name:	John Stanfield
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

On January 5, 2026, in the fifth step of the Precedent Transactions, EM caused Korea NewCo to distribute the Capital Contribution to EM in exchange for 16,571 EM Member Units.

45On January 5, 2026, in Step 6-A of the Precedent Transactions, Korea NewCo acquired Korean DRE from EM in exchange for KRW 10,000,000, after which Korea DRE became a wholly owned subsidiary of Korea NewCo.

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On January 5, 2026, in Step 6-B of the Precedent Transactions, each equity holder of each of the equityholders of each of the Korean Companies (collectively, the “Korean Equityholders”) who did not exercise his, her or its appraisal rights with respect to all of his, her or its equity interests in the applicable Korean Company exchanged, pursuant to certain share exchange agreements, as amended (the “Korean Company Exchange Agreements”), those of his, her or its equity interests in the applicable Korean Company owned by such equityholder with respect to which such equityholder did not exercise the appraisal right for the respective portions of the EM Member Units and the remaining EM Member Units, which represented the fair market value of the shares of the Korean Companies with respect to which the appraisal rights are exercised, were transferred by Korea NewCo to each applicable Korean 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.

Registration Rights Agreement

In connection with the Closing, EMAT, WTMA’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”), certain former holders of WTMA Common Stock, certain former members of EM and certain other entities (such holders, collectively, the “RRA Holders”) entered into the Amended and Restated Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”), pursuant to which, among other things, EMAT is obligated to file, within 180 days following the Closing Date, a shelf registration statement to register the resale of certain securities of EMAT, including EMAT Common Stock, held by the RRA Holders after the Closing. The Registration Rights Agreement also provides the RRA Holders with certain demand and piggy-back registration rights, subject to certain requirements and customary conditions.

EVOLUTION METALS & TECHNOLOGIES CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the Closing Date and (b) with respect to any RRA Holder, on the date that such RRA Holder no longer holds any securities permitted to be registered pursuant to the Registration Rights Agreement.

Lock-up Agreements

In connection with the Business Combination, on the Closing Date, the stockholders of the Korean Companies, EM Convertible Preferred Unit holders, and holders of EM Member Units entered into lock-up agreements with respect to their equity interests and the shares of EMAT Common Stock that they received in the Business Combination pursuant to which they agreed to certain restrictions on transfer of their securities until seven calendar days following the Closing or until up to the third anniversary of the Closing.

Jones Day Lawsuit

On April 23, 2026, Jones Day filed a complaint against Evolution Metals LLC (“EM”), a Delaware limited liability company and a wholly owned subsidiary of the Company, in the Superior Court of Fulton County, State of Georgia, Civil Action No. 26CV005969. The complaint alleges claims for breach of contract, account stated, open account and attorneys’ fees arising from legal services allegedly provided by Jones Day to EM in connection with the Business Combination. Jones Day is seeking damages in the amount of approximately $3.9 million, plus prejudgment interest, attorneys’ fees, costs and expenses of collection, and such other relief as the court deems appropriate. The Company is currently evaluating the complaint and has not yet filed a formal response. The Company intends to vigorously defend itself in this matter. At this time, the Company is unable to predict the ultimate outcome of the proceeding or reasonably estimate the amount of any potential loss, if any.

Securities Purchase Agreement, Convertible Debentures and Related Agreements

On May 7, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to Yorkville convertible debentures in the aggregate principal amount of up to $100,000,000 (the “Convertible Debentures” and each a “Convertible Debenture”), which will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and as converted, the “Conversion Shares”).

The first Convertible Debenture (the “First Debenture”) in the principal amount of $20,000,000 was issued on May 7, 2026. The second Convertible Debenture in the principal amount of $5,775,000 is expected to be issued upon effectiveness of the Registration Statement on Form S-1, which the Company has agreed to file pursuant to the Registration Rights Agreement, as such term is defined below. Additionally, pursuant to the Securities Purchase Agreement, up to $74,225,000 in Convertible Debentures shall be purchased in subsequent tranches from time to time upon the mutual agreement of the Company and Yorkville.

Each Convertible Debentures will have a purchase price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price equal to the lower of $12.09 or 95% of the lowest daily volume-weighted average price (“VWAP”) during the 5 consecutive trading days immediately preceding the conversion date. The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures held by Yorkville if the issuance of such Conversion Shares would exceed the aggregate number of Common Stock that the Company may issue in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market (the “Exchange Cap”). The Exchange Cap will not apply if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount. In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.

EVOLUTION METALS & TECHNOLOGIES CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The First Debenture bears interest at an annual rate of 5.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.0%. The Convertible Debentures will mature on November 7, 2027.

The Company will not be required to make monthly cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been repaid. An “Amortization Event” means (i) the VWAP of the Company’s Common Stock is lower than the floor price for any five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange Cap or (iii) Yorkville is unable to use the Registration Statement, as such term is defined below, for a period of 10 consecutive trading days.

The monthly cash payments will be in an amount equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount), plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will commence 7 days following the Amortization Event. The Securities Purchase Agreement includes customary registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and development initiatives.

On May 7, 2026, pursuant to the Securities Purchase Agreement, the Company and Yorkville entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which Yorkville is entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Rights Agreement, the Company is required to, on the 30th calendar day following the date of the Securities Purchase Agreement, file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) registering the resale by Yorkville of 5.4 million Conversion Shares. Under the Registration Rights Agreement, Yorkville was also granted piggyback registration rights under certain conditions as described in the Registration Rights Agreement.

On May 7, 2026, pursuant to the Securities Purchase Agreement, the Company and Yorkville entered into a Global Guarantee Agreement, pursuant to which, the Company and its subsidiaries agreed to guarantee all of the Company’s obligations under the Convertible Debentures.

Equipment Supply Contracts

On May 13, 2026, EM entered into eight separate equipment supply contracts (collectively, the “Contracts” and each a “Contract”) with ULVAC Korea, Ltd. (“ULVAC Korea”) for the purchase of vacuum induction melting furnaces and continuous vacuum sintering furnaces. The equipment is intended for use in the Company’s rare earth metal and rare earth permanent magnet production operations. A summary of the equipment to be supplied under the eight Contracts is set forth below:

Contract No.	Equipment	Quantity

W20260330-001-01	Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device	2 sets

W20260330-003-01	Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C	2 sets

W20260330-004-01	Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC	2 sets

W20260330-005-01	Continuous Vacuum Sintering Furnace — FSC-6150C-8	2 sets

W20260330-006-01	Continuous Vacuum Sintering Furnace — FHH-6150C-6	2 sets

W20260330-007-01	Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device	1 set

W20260330-008-01	Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A	1 set

W20260330-009-01	Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC/A	1 set

EVOLUTION METALS & TECHNOLOGIES CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Material Terms

Delivery. Delivery is to be made on a DDP buyer final destination basis (Republic of Korea) no later than November 30, 2026. Delivery is to occur prior to completion of full installation and commissioning at the buyer’s site.

Payment Structure. Each Contract provides for payment in four installments tied to project milestones: a first installment due in May or July 2026; a second installment due in July or August 2026; a third installment due within five (5) days of shipment ex Dalian; and a final installment due within thirty (30) days of arrival at destination.

Performance Bond and Cargo Insurance. ULVAC Korea is required to procure, and to submit to EM LLC within twenty-four (24) hours after execution of each Contract, a performance guarantee insurance policy issued by Seoul Guarantee Insurance Co., Ltd. covering ULVAC Korea’s delivery obligations. ULVAC Korea is also required, at its sole cost, to procure and maintain comprehensive inland, transit and marine cargo insurance covering the equipment from its facility through final delivery in the Republic of Korea.

Acceptance, Warranty and Late-Delivery Remedies. Shipment of the equipment is conditioned upon successful completion of a Factory Acceptance Test (FAT) in the presence of EM LLC and mutual agreement on the On-site Installation Inspection Test Plan (ITP). ULVAC Korea will deliver technical specifications, acceptance criteria, equipment drawings, testing reports and the ITP prior to or during the FAT. ULVAC Korea provides a one (1) year warranty on the equipment, running from completion of full commissioning and commencement of normal operation at the buyer’s site. Late delivery (other than as a result of force majeure) is subject to a daily late-delivery penalty payable by ULVAC Korea, subject to a cap.

Cancellation, Force Majeure and Governing Law. EM LLC has the right to terminate any Contract for its convenience at any time prior to delivery upon written notice, subject to a tiered cancellation charge that scales with the number of weeks between ULVAC Korea’s receipt of advance payment and the date of cancellation. Either party may terminate a Contract if a force majeure event continues for more than four (4) weeks. The Contracts are governed by the laws of the Republic of Korea, with disputes settled by arbitration in the Republic of Korea before the Korean Commercial Arbitration Board; the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Relationship. ULVAC Korea is not a related party to the Company or EM LLC. The Contracts were negotiated on arm’s-length terms.

Market Developments, Trends, and Uncertainties

Our business is affected by macroeconomic, geopolitical, regulatory, technological and industry-specific trends that impact demand for critical minerals and materials, the availability and cost of feedstock, customer purchasing decisions, financing availability and our ability to scale our operations. As a newly public company that completed the Business Combination on January 5, 2026, our historical results may not be indicative of future results, particularly as we integrate the Korean Companies, pursue additional financing, and seek to expand our midstream and downstream critical materials platform.

Demand for critical minerals and materials continues to be driven by the electrification of transportation, renewable energy infrastructure, defense and aerospace applications, industrial automation, consumer electronics and other advanced manufacturing applications. Many of these applications rely on materials and components such as rare earth oxides, rare earth metals and alloys, bonded magnets, sintered magnets, battery materials, precious metals and base metals. We believe these demand drivers create long-term market opportunities for companies with capabilities across recycling, processing, refining and downstream manufacturing. However, demand in these markets may fluctuate based on customer production schedules, capital spending cycles, commodity prices, electric vehicle adoption rates, defense procurement priorities, interest rates, tariffs, trade restrictions and broader macroeconomic conditions.

The global supply chain for rare earth elements, battery materials, permanent magnets and other critical materials remains highly concentrated in Asia, particularly in China. This concentration has increased customer, governmental and industry focus on developing alternative, secure and geographically diversified supply chains. Geopolitical tensions, export controls, tariffs, sanctions, industrial policy initiatives and national security considerations may increase demand for U.S.-aligned and non-China sources of critical materials and related products. At the same time, these factors may a

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