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| CIK | 1866226 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Welsbach Technology Metals Acquisition Corp. - Debt/Equity Composite Units
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 26, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Evolution Metals & Technologies Corp. Regains Compliance with Nasdaq Listing Rule Following Previously Received Notice and Filing of Quarterly Report on Form 10-Q Regains Compliance with Nasdaq Listing Rule Following Form 10-Q Filed May 22, 2026; Nasdaq Has Confirmed Compliance and Closed the Matter MIAMI, FL, May 26, 2026 (GLOBE NEWSWIRE) – Evolution Metals & Te |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporation o |
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| May 22, 2026 |
Exhibit 99.1 Evolution Metals & Technologies Corp. Reports First Quarter 2026 Financial Results and Provides Corporate Update EM&T now positioned as the only U.S.-listed company outside China with proven, commercial-scale production of rare earth permanent magnets, including high-performance grades, building on more than eighteen years of operating history Subsequent to quarter-end, secured bindin |
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| May 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporation o |
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| May 22, 2026 |
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 March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41183 Evolution |
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| May 20, 2026 |
EVOLUTION METALS & TECHNOLOGIES CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.1 EVOLUTION METALS & TECHNOLOGIES CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS in thousands, except share data March 31, 2026 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,389 Accounts receivable 2,270 Non-trade accounts receivable 1,202 Non-trade accounts receivable - related parties 182 Inventories 1,564 Prepaid expenses and other current assets 660 Total c |
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| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporation o |
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| May 15, 2026 |
Evolution Metals & Technologies Corp. (Name of Registrant as Specified in Charter) UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D. |
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| May 14, 2026 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-003-01 계약번호: W20260330-003-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-004-01 계약번호: W20260330-004-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Evolution Metals & Technologies Enters into Strategic Equipment Purchase Agreements with ULVAC to Scale Annual Rare Earth Magnet Capacity to 10,000 Tons, Including 6,000 Tons of High-Performance Sintered Magnets Binding purchase order for thirteen world-class ULVAC sintered magnet machines, with expedited delivery and installation by November 2026; Deal leverages |
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| May 14, 2026 |
Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-007-01 계약번호: W20260330-007-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporation o |
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| May 14, 2026 |
Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-005-01 계약번호: W20260330-005-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
Exhibit 10.5 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-006-01 계약번호: W20260330-006-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
Exhibit 10.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-008-01 계약번호: W20260330-008-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-001-01 계약번호: W20260330-001-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 14, 2026 |
Exhibit 10.8 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]” CONTRACT 계약서 CONTRACT No.: W20260330-009-01 계약번호: W20260330-009-01 DATE: May,13th,2026 계약체결일: 2026년 5월 1 |
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| May 11, 2026 |
Exhibit 99.1 Evolution Metals & Technologies Corp. Secures $100 Million Investment from Yorkville Advisors Global, LP MIAMI, FL, May 11, 2026 (GLOBE NEWSWIRE) - Evolution Metals & Technologies Corp. (“EM&T”, Nasdaq: EMAT), a mid- and down-stream critical and strategic metals producer, has secured an investment of up to $100 million from Yorkville Advisors Global, LP (“Yorkville”), a leading global |
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| May 11, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2026, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and EVOLUTION METALS & TECHNOLOGIES CORP., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein in |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporation or |
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| May 11, 2026 |
EVOLUTION METALS & TECHNOLOGIES CORP. Convertible Debenture Exhibit 4.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC |
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| May 11, 2026 |
Exhibit 10.3 GLOBAL GUARANTY AGREEMENT This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of May 7, 2026, by Evolution Metals NewCo, Inc. a Delaware corporation (“EM NewCo”), Evolution Metals LLC, a Delaware limited liability company (“EM LLC”), KCM Industry Co., Ltd. (“KCM”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“N |
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| May 11, 2026 |
EVOLUTION METALS & TECHNOLOGIES CORP. Convertible Debenture Exhibit 4.1 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC |
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| May 11, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2026, is between EVOLUTION METALS & TECHNOLOGIES CORP., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 4040 NE 2nd Avenue, Ste 349, Miami, Florida 33137 (the “Company”), and each of the investors listed on the Schedule of |
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| March 31, 2026 |
Exhibit 99.5 NS WORLD FINANCIAL STATEMENTS Audited Financial Statements of NS World Co., Ltd. as of and for each of the Years Ended December 31, 2025 and 2024 Page Report of Independent Auditors for the Year Ended December 31, 2025 F-2 Report of Independent Auditors for the Year Ended December 31, 2024 F-4 Balance Sheets F-6 Statements of Operations F-7 Statements of Comprehensive Loss F-8 Stateme |
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| March 31, 2026 |
HANDA LAB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.13 HANDA LAB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of Handa Lab Co., Ltd. and its consolidated subsidiaries prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) a |
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| March 31, 2026 |
HANDA LAB CO., LTD. FINANCIAL STATEMENTS Exhibit 99.6 HANDA LAB CO., LTD. FINANCIAL STATEMENTS Page Audited Financial Statements of Handa Lab Co., LTD. as of and for each of the Years Ended December 31, 2025 and 2024 Report of Independent Auditors for the Year Ended December 31, 2025 F-2 Report of Independent Auditors for the Year Ended December 31, 2024 F-3 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consol |
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| March 31, 2026 |
KMMI INC. FINANCIAL STATEMENTS Exhibit 99.4 KMMI INC. FINANCIAL STATEMENTS Page Audited Financial Statements of KMMI INC. as of and for each of the Years Ended December 31, 2025 and 2024 Report of Independent Auditors for the Year Ended December 31, 2025 F-2 Report of Independent Auditors for the Year Ended December 31, 2024 F-3 Balance Sheets F-5 Statements of Operations F-6 Statements of Comprehensive Loss F-7 Statements of C |
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| March 31, 2026 |
CONSENT OF INDEPENDENT AUDITOR Exhibit 23.10 CONSENT OF INDEPENDENT AUDITOR We hereby consent to the use, in this Amendment No. 2 to Form 8-K of Evolution Metals & Technologies Corp. of our report dated April 21, 2025 relating to the financial statements of Handa Lab Co., Ltd. for the year ended December 31, 2024, which appears in such Amendment No. 2 to Form 8-K. /s/ Ernst & Young Han Young Seoul, the Republic of Korea March 3 |
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| March 31, 2026 |
NS WORLD’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.12 NS WORLD’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of NS World prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands. The following discu |
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| March 31, 2026 |
Exhibit 99.9 EVOLUTIONS METAL LLC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2025 and as of December 31, 2024 and for the period f |
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| March 31, 2026 |
KMMI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.11 KMMI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of KMMI prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands. The following discussion an |
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| March 31, 2026 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.7 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”), as amended, of which this exhibit forms a part. Unless otherwise stated or the context clearly indicates otherwise, the terms the “Regis |
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| March 31, 2026 |
Independent Registered Public Accounting Firm’s Consent Exhibit 23.7 Independent Registered Public Accounting Firm’s Consent We hereby consent to the inclusion of our report dated March 31, 2026, with respect to our audit of NS World Co. Ltd.'s financial statements as of December 31, 2025 and for the year then ended that appears in this Amendment No. 2 to Form 8-K of Evolution Metals & Technologies Corp. Our report contained explanatory paragraphs rega |
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| March 31, 2026 |
KCM INDUSTRY CO., LTD. FINANCIAL STATEMENTS Exhibit 99.3 KCM INDUSTRY CO., LTD. FINANCIAL STATEMENTS Page Audited Financial Statements of KCM INDUSTRY Co., Ltd. as of and for each of the Years Ended December 31, 2025 and 2024 Report of Independent Auditors for the Year Ended December 31, 2025 F-2 Report of Independent Auditors for the Year Ended December 31, 2024 F-3 Balance Sheets F-5 Statements of Operations F-7 Statements of Comprehensiv |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdic |
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| March 31, 2026 |
CONSENT OF INDEPENDENT AUDITOR Exhibit 23.8 CONSENT OF INDEPENDENT AUDITOR We hereby consent to the use, in this Amendment No. 2 to Form 8-K of Evolution Metals & Technologies Corp. of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd. for the year ended December 31, 2024, which appears in such Amendment No. 2 to Form 8-K. /s/ Ernst & Young Han Young Seoul, the Republic of Korea March 31, |
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| March 31, 2026 |
EVOLUTION METALS LLC FINANCIAL STATEMENTS Exhibit 99.2 EVOLUTION METALS LLC FINANCIAL STATEMENTS Page Audited Financial Statements of Evolution Metals LLC as of December 31, 2025 and 2024 and for the Year Ended December 31, 2025 and for the Period from February 8, 2024 (inception) to December 31, 2024 Report of Independent Registered Public Accounting Firm PCAOB ID 1195 F-2 Balance Sheet as of December 31, 2025 and 2024 F-3 Statement of O |
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| March 31, 2026 |
KCM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.10 KCM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of KCM prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands. The following discussion and |
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| March 31, 2026 |
Independent Registered Public Accounting Firm’s Consent Exhibit 23.9 Independent Registered Public Accounting Firm’s Consent We consent to the inclusion in this Amendment No. 2 to Form 8-K of Evolution Metals & Technologies Corp. of our report dated March 31, 2026, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Handa Lab Co., Ltd. as of Decembe |
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| March 18, 2026 |
Exhibit 99.1 Evolution Metals & Technologies Corp. Releases Corporate Video Showcasing Current Rare Earth Magnet Production Operations MIAMI, FL, March 18, 2026 (GLOBE NEWSWIRE) - Evolution Metals & Technologies Corp. (“EM&T”) (NASDAQ: EMAT) released a short video showcasing the EM&T’s current and commercial operations, including the production of sintered magnets, bonded magnets, and mid-stream c |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 18, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporation |
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| February 20, 2026 |
Exhibit 4.22 DESCRIPTION OF SECURITIES The following description summarizes the material terms of our capital stock and certain provisions of our certificate of incorporation and bylaws, as currently in effect, as well as certain provisions of the Delaware General Corporation Law (“DGCL”). The summary below does not purport to be complete and is qualified in its entirety by reference to tour certi |
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| February 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Evolution Metals |
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| January 9, 2026 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.7 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2025. unless otherwise stated or the context clearly indicate |
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| January 9, 2026 |
Exhibit 4.13 PROMISSORY NOTE, DATED 30 DECEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OP |
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| January 9, 2026 |
Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “Effective Date”), by and between Christopher Clower (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to |
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| January 9, 2026 |
KCM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.8 KCM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of KCM prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands. The following discussion and a |
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| January 9, 2026 |
NS WORLD’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.10 NS WORLD’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of NS World prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands. The following discu |
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| January 9, 2026 |
Exhibit 99.6 Handa Lab Co., Ltd. and Subsidiary Condensed Consolidated Interim Financial Statements (Unaudited) As of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024 Table of Contents Page Unaudited Condensed Consolidated Balance Sheets 1 Unaudited Condensed Consolidated Interim Statements of Operations 3 Unaudited Condensed Consolidated Interim Statements of Co |
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| January 9, 2026 |
Exhibit 4.15 PROMISSORY NOTE, DATED 30 JUNE 2025, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINIO |
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| January 9, 2026 |
Exhibit 4.14 PROMISSORY NOTE, DATED 31 MARCH 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINI |
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| January 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorporatio |
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| January 9, 2026 |
List of Subsidiaries of Evolution Metals & Technologies Corp. Exhibit 21.1 List of Subsidiaries of Evolution Metals & Technologies Corp. Entity Name Place of Organization Evolution Metals NewCo, Inc.* Delaware Evolution Metals LLC** Delaware Evolution Metals LLC (Korea)*** South Korea KCM Industry Co., Ltd.**** South Korea KMMI INC.**** South Korea Handa Lab Co., Ltd.**** South Korea NS World Co., Ltd.**** South Korea * 100% owned subsidiary of Evolution Met |
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| January 9, 2026 |
Exhibit 4.7 PROMISSORY NOTE, DATED 28 SEPTEMBER 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OP |
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| January 9, 2026 |
HANDA LAB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.11 HANDA LAB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of Handa Lab Co., Ltd. and its consolidated subsidiary prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are |
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| January 9, 2026 |
Exhibit 99.4 KMMI INC. Condensed Interim Financial Statements (Unaudited) As of September 30, 2025 and for the nine-month Periods ended September 30, 2025 and 2024 Table of Contents Page Unaudited Condensed Balance Sheets 1 Unaudited Condensed Interim Statements of Operations 2 Unaudited Condensed Interim Statements of Comprehensive Loss 3 Unaudited Condensed Interim Statements of Changes in Stock |
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| January 9, 2026 |
Exhibit 4.9 PROMISSORY NOTE, DATED 29 December 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPI |
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| January 9, 2026 |
Exhibit 4.10 PROMISSORY NOTE, DATED 20 March 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINI |
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| January 9, 2026 |
Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “Effective Date”), by and between Frank Moon (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the Com |
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| January 9, 2026 |
Exhibit 14.1 Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. Code of Ethics and Business Conduct 1. Introduction. (a) The Board of Directors (the “Board”) of Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) has adopted this code of ethics |
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| January 9, 2026 |
Exhibit 99.5 NS World Co., Ltd. Condensed Interim Financial Statements (Unaudited) As of September 30, 2025 and for the nine-month Periods ended September 30, 2025 and 2024 Table of Contents Page Unaudited Condensed Interim Balance Sheets 1 Unaudited Condensed Interim Statements of Operations 3 Unaudited Condensed Interim Statements of Comprehensive Loss 4 Unaudited Condensed Interim Statements of |
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| January 9, 2026 |
KMMI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.9 KMMI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of KMMI prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands. The following discussion and |
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| January 9, 2026 |
Exhibit 4.6 PROMISSORY NOTE, DATED AUGUST 30, 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPIN |
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| January 9, 2026 |
Exhibit 4.11 PROMISSORY NOTE, DATED 28 JUNE 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINIO |
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| January 9, 2026 |
Exhibit 4.12 PROMISSORY NOTE, DATED 30 SEPTEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN O |
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| January 9, 2026 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “Effective Date”), by and between Andrew F. Knaggs (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to t |
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| January 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2026 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdic |
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| January 9, 2026 |
FORM OF SPECIMEN COMMON STOCK CERTIFICATE OF EVOLUTION METALS & TECHNOLOGIES CORP Exhibit 4.1 |
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| January 9, 2026 |
Amended and Restated Bylaws Evolution Metals & Technologies Corp. Article I. Offices Exhibit 3.2 Amended and Restated Bylaws Of Evolution Metals & Technologies Corp. Article I. Offices Section 1.01 Principal Office. The registered office of the Evolution Metals & Technologies Corp. (the “Corporation”) shall be located in such place as may be provided from time to time in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of I |
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| January 9, 2026 |
Exhibit 99.3 KCM INDUSTRY Co., Ltd. Condensed Interim Financial Statements (Unaudited) As of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024 Table of Contents Page Unaudited Condensed Balance Sheets 1 Unaudited Condensed Interim Statements of Operations 3 Unaudited Condensed Interim Statements of Comprehensive Loss 4 Unaudited Condensed Interim Statements of Cha |
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| January 9, 2026 |
Exhibit 10.21 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “Effective Date”), by and between John Arrastia (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the |
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| January 9, 2026 |
Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “Effective Date”), by and between David Wilcox (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the C |
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| January 9, 2026 |
Exhibit 4.16 PROMISSORY NOTE, DATED 30 SEPTEMBER 2025, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN O |
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| January 9, 2026 |
Exhibit 3.1 Second Amended and Restated Certificate of Incorporation Of Welsbach Technology Metals Acquisition Corp. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Welsbach Technology Metals Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Executive Chairman, hereby certifies as follows: 1. The name of the corporation is Welsbach Te |
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| January 9, 2026 |
Exhibit 4.8 PROMISSORY NOTE, DATED 10 NOVEMBER 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPI |
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| January 9, 2026 |
Amendment No. 6 to Amended and Restated Agreement and Plan of Merger Dated as of January 5, 2026 Exhibit 2.7 Amendment No. 6 to Amended and Restated Agreement and Plan of Merger Dated as of January 5, 2026 This Amendment No. 6 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Mer |
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| January 9, 2026 |
Evolution Metals & Technologies Corp. Consummates Business Combination Prior to Trading on NASDAQ Exhibit 99.12 Evolution Metals & Technologies Corp. Consummates Business Combination Prior to Trading on NASDAQ West Palm Beach, FL, Jan. 05, 2026 (GLOBE NEWSWIRE) - Evolution Metals & Technologies Corp. (“EM&T” or the “Company”), a company focused on building a secure, reliable, and vertically integrated global supply chain for critical minerals and materials (“CMM”), including battery and magnet |
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| January 6, 2026 |
The Nasdaq Stock Market LLC, 1100 New York Ave. NW, Suite 310E, Washington, DC 20005 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations January 5, 2026 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on January 5, 2026, The Nasdaq Stock Market (the "Exchang |
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| January 5, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. December 30, 2025 Welsbach Technology Metals Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Welsbach Technology Metals Ac |
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| January 5, 2026 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 3 (To Prospectus dated August 11, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (the “Prospectus”), which forms a part of the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Registration |
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| January 5, 2026 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 30, 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically de |
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| January 5, 2026 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 5, 2026 (December 30, 2025) Date of Report (Date of earliest event reported) Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41183 87-1006702 (State or other ju |
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| January 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Evolution Metals & Technologies Corp. |
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| December 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| December 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor |
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| October 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of in |
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| October 1, 2025 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 29, 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically d |
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| September 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 15, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of in |
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| September 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 2, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of inc |
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| September 5, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) Announces Successful Approval of its Business Combination with Evolution Metals LLC (“EM”) at the Special Meeting of Stockholders Important milestone to bring to the US capital markets a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of China Chicago, IL– September 5, 2025 |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 20, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 2 (To Prospectus dated August 11, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (the “Prospectus”), which forms a part of the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Registration |
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| August 20, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 1 (To Prospectus dated August 11, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (the “Prospectus”), which forms a part of the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Registration |
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| August 15, 2025 |
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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tech |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| August 11, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283119 PROXY STATEMENT OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 PROSPECTUS FOR UP TO 599,220,885 SHARES OF COMMON STOCK OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. (WHICH WILL BE RENAMED EVOLUTION METALS & TECHNOLOGIES CORP. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HER |
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| August 7, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| August 7, 2025 |
As filed with the Securities and Exchange Commission on August 6, 2025 As filed with the Securities and Exchange Commission on August 6, 2025 Registration No. |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 21, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorpo |
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| August 5, 2025 |
Exhibit 2.1 Amendment No. 5 to Amended and Restated Agreement and Plan of Merger Dated as of July 21, 2025 This Amendment No. 5 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Merge |
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| July 29, 2025 |
Consent of Independent Auditor of Handa Lab Co., Ltd. for fiscal year 2024 Exhibit 23.7 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the consolidated financial statements of Handa Lab Co., Ltd. and subsidiary, which appears in the Registration Stateme |
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| July 29, 2025 |
As filed with the Securities and Exchange Commission on July 29, 2025 As filed with the Securities and Exchange Commission on July 29, 2025 Registration No. |
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| July 29, 2025 |
Consent of Independent Auditor of KMMI INC for fiscal year 2024 Exhibit 23.9 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KMMI Inc., which appears in the Registration Statement. We also consent to the reference t |
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| July 29, 2025 |
Exhibit 3.10 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. JUNE 26, 2025 Welsbach Technology Metals Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Welsbach Technology Metals Acqui |
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| July 29, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| July 29, 2025 |
Consent of Independent Auditor of KCM Industry Co., Ltd. for fiscal year 2024 Exhibit 23.8 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KCM Industry Co., Ltd., which appears in the Registration Statement. We also consent to th |
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| July 29, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| July 29, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2024 Exhibit 23.10 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd., which appears in the Registration Statement. We also consent to the r |
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| July 10, 2025 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 9, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorpor |
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| June 30, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 6 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 26, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorpo |
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| June 27, 2025 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 26, 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically define |
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| June 27, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 4 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 27, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 5 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 26, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 3 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 26, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) Announces Successful Approval for its Business Combination with Evolution Metals LLC (“EM”) from the Extraordinary General Meeting of Stockholders on June 26, 2025 Important milestone to bring to the US capital markets a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of Ch |
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| June 26, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Incorpo |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 24, 2025 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2025 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 20, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorpo |
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| June 13, 2025 |
Exhibit 2.1 Amendment No. 4 to Amended and Restated Agreement and Plan of Merger Dated as of June 11, 2025 This Amendment No. 4 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Merge |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 11, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of incorpo |
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| June 13, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 1 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 13, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 2 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 20, 2025 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 19, 2025 Welsbach Technology Metals Acquisition Corp. |
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| May 20, 2025 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 19, 2025 Welsbach Technology Metals Acquisition Corp. |
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| May 20, 2025 |
Exhibit 99.1 US Champion Critical Materials Supply Chain Project Zeus May 2025 Disclaimers Proprietary and Confidential | 2 This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the proposed business combination (the “Business Combination”) of WTMA, EM a |
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| May 20, 2025 |
Exhibit 99.1 US Champion Critical Materials Supply Chain Project Zeus May 2025 Disclaimers Proprietary and Confidential | 2 This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the proposed business combination (the “Business Combination”) of WTMA, EM a |
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| May 19, 2025 |
Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| May 19, 2025 |
Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| May 19, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Incorpor |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Incorpor |
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| May 19, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283119 PROXY STATEMENT OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 PROSPECTUS FOR UP TO 622,238,987 SHARES OF COMMON STOCK OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. (WHICH WILL BE RENAMED EVOLUTION METALS & TECHNOLOGIES CORP. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HER |
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| May 15, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”) Announce Effectiveness of SEC Registration Statement Ahead of Strategic Business Combination Important milestone in the creation of a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of reliance on China Chicago, IL and St. Louis, MO – May 15, |
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| May 15, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”) Announce Effectiveness of SEC Registration Statement Ahead of Strategic Business Combination Important milestone in the creation of a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of reliance on China Chicago, IL and St. Louis, MO – May 15, |
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| May 15, 2025 |
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 March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tec |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Incorpor |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Incorpor |
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| May 12, 2025 |
Consent of Independent Auditor of KMMI INC for fiscal year 2024 Exhibit 23.10 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KMMI Inc., which appears in the Registration Statement. We also consent to the reference to our firm und |
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| May 12, 2025 |
As filed with the Securities and Exchange Commission on May 12, 2025 As filed with the Securities and Exchange Commission on May 12, 2025 Registration No. |
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| May 12, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2024 Exhibit 23.11 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”)of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd., which appears in the Registration Statement. We also consent to the reference to our |
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| May 12, 2025 |
Consent of Independent Auditor of Handa Lab Co., Ltd. for fiscal year 2024 Exhibit 23.8 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the consolidated financial statements of Handa Lab Co., Ltd. and subsidiary, which appears in the Registration Statement. We also con |
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| May 12, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2023 Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| May 12, 2025 |
Form of PIPE Stock Purchase Agreement Exhibit 10.52 Form of Stock Purchase Agreement Dated: [], 2025 Investor name: [investor name] (the “Investor”) Number of Shares: X00,000,000 (X hundred million, the “Shares”) Investment Amount: $X,000,000,000 (X billion US dollars, the “Purchase Price”) This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of the date first set forth a |
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| May 12, 2025 |
May 12, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Charles Eastman Ernest Greene Sarah Sidwell Geoffrey Kruczek Re: Welsbach Technology Metals Acquisition Corp. Amendment No. 3 Registration Statement on Form S-4 Filed on April 25, 2025 File No. 333-283119 On behalf of Welsbach Technology Metals Acq |
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| May 12, 2025 |
Consent of Independent Auditor of KCM Industry Co., Ltd. for fiscal year 2024 Exhibit 23.9 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KCM Industry Co., Ltd., which appears in the Registration Statement. We also consent to the reference to |
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| May 12, 2025 |
Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave. #1025 Chicago, IL 60640 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave. #1025 Chicago, IL 60640 May 12, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Charles Eastman Ernest Greene Sarah Sidwell Geoffrey Kruczek Re: Welsbach Technology Metals Acquisition Corp. Registration Statement on Form S-4 (the “Re |
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| May 9, 2025 |
May 9, 2025 Daniel Mamadou Chief Executive Officer Welsbach Technology Metals Acquisition Corp. |
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| April 25, 2025 |
Form of Evolution Metals & Technologies Corp. Officers Employment Agreement. Exhibit 10.25 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is entered into on [], 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [] (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individual |
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| April 25, 2025 |
Exhibit 10.50 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2024 Exhibit 23.11 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”)of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd., which appears in the Registration Statement. We also consent to the reference to our |
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| April 25, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be June 3, received |
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| April 25, 2025 |
Exhibit 10.51 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Form of NiCo Metals Group, LLC Lock-up Agreement. Exhibit 10.44 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), NiCo Metals Gro |
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| April 25, 2025 |
Consent of Independent Auditor of Handa Lab Co., Ltd. for fiscal year 2024 Exhibit 23.8 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the consolidated financial statements of Handa Lab Co., Ltd., which appears in the Registration Statement. We also consent to the ref |
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| April 25, 2025 |
Exhibit 10.27 EXECUTION VERSION Amended and Restated Agreement and Plan of Merger by and among Welsbach Technology Metals Acquisition Corp., Evolutions Metals LLC, Evolution Metals New LLC, Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., NiCo Metals Group LLC, Robert N. Feldman 2024 Family Irrevocable Trust, and Robert N. Feldman Revocable Trust Table of Contents Page Article |
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| April 25, 2025 |
Form of Restricted Stock Unit Award Agreement Exhibit 10.46 EVOLUTION METALS & TECHNOLOGIES CORP. 2025 Equity INCENTIVE PLAN Restricted Stock Unit AWARD AGREEMENT You (the “Participant”) have been granted an award of Restricted Stock Units (the “RSUs”) under the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan, as may be amended, modified or restated from time to time (the “Plan”), subject to the terms and conditions of this R |
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| April 25, 2025 |
Form of Performance Stock Option Award Exhibit 10.47 EVOLUTION METALS & TECHNOLOGIES CORP. 2025 EQUITY INCENTIVE PLAN PERFORMANCE STOCK OPTION AWARD AGREEMENT You (the “Participant”) have been granted a performance Option (the “Performance Option”) to purchase Shares, under the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (the “Plan”) subject to the terms and conditions of this Performance Stock Option Award Agreeme |
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| April 25, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| April 25, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2023 Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| April 25, 2025 |
Exhibit 10.48 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
As filed with the Securities and Exchange Commission on April 25, 2025 As filed with the Securities and Exchange Commission on April 25, 2025 Registration No. |
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| April 25, 2025 |
Consent of Independent Auditor of KMMI INC for fiscal year 2024 Exhibit 23.10 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KMMI Inc., which appears in the Registration Statement. We also consent to the reference to our firm und |
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| April 25, 2025 |
Form of Korean Company Shareholder Lock-up Agreement. Exhibit 10.45 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons s |
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| April 25, 2025 |
Exhibit 10.49 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Consent of Independent Auditor of KCM Industry Co., Ltd. for fiscal year 2024 Exhibit 23.9 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KCM Industry Co., Ltd., which appears in the Registration Statement. We also consent to the reference to |
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| April 25, 2025 |
April 25, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Charles Eastman Ernest Greene Sarah Sidwell Geoffrey Kruczek Re: Welsbach Technology Metals Acquisition Corp. Amendment No. 3 Registration Statement on Form S-4 Filed on April 25, 2025 File No. 333-283119 On behalf of Welsbach Technology Metals A |
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| April 25, 2025 |
Form of EM Convertible Preferred Unit Holder Lock-up Agreement. Exhibit 10.43 EQUITYHOLDER LOCK-UP AGREEMENT This Equityholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and [NAME OF T |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technolo |
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| March 25, 2025 |
Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2024, Welsbach Technology Metals Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) it |
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| March 25, 2025 |
Exhibit 21.1 List of Subsidiaries of Welsbach Technology Metals Acquisition Corp. Entity Name Place of Organization WTMA Merger Subsidiary Corp.* Delaware WTMA Merger Subsidiary LLC* Delaware * 100% owned subsidiary of Welsbach Technology Metals Acquisition Corp. |
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| February 19, 2025 |
February 19, 2025 Daniel Mamadou Chief Executive Officer Welsbach Technology Metals Acquisition Corp. |
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| February 14, 2025 |
Exhibit 2.1 Amendment No. 2 to Amended and Restated Agreement and Plan of Merger Dated as of February 10, 2025 This Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| February 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inc |
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| February 14, 2025 |
Exhibit 2.1 Amendment No. 2 to Amended and Restated Agreement and Plan of Merger Dated as of February 10, 2025 This Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inc |
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| February 10, 2025 |
Form of EM Convertible Preferred Unit Holder Lock-up Agreement. Exhibit 10.43 EQUITYHOLDER LOCK-UP AGREEMENT This Equityholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and [●] (the “ |
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| February 10, 2025 |
Consent of David Wilcox to be named as a director. Exhibit 99.2 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Form of Evolution Metals & Technologies Corp. Officers Employment Agreement. Exhibit 10.25 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) dated as of [], 2025 (the “Effective Date”), is entered into by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [] (the “Executive”). The Company and Executive may collectively be referred to as t |
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| February 10, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| February 10, 2025 |
Exhibit 10.29 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Specimen Stock Certificate of Critical Mineral Recovery, Inc Exhibit 4.8 |
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| February 10, 2025 |
Consent of Robin Bernstein to be named as a director. Exhibit 99.3 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Form of Korean Company Shareholder Side Letter. Exhibit 10.28 SIDE LETTER AGREEMENT Reference is hereby made to that certain Share Exchange Agreement, dated as of February [], 2025 (the “Share Exchange Agreement”), by and between EMT Sub Co., Ltd., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, R |
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| February 10, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| February 10, 2025 |
Exhibit 10.30 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Consent of Thomas Stoddard to be named as a director. Exhibit 99.7 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Form of NiCo Metals Group, LLC Lock-up Agreement. Exhibit 10.44 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), NiCo Metals Gro |
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| February 10, 2025 |
Exhibit 10.31 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Articles of Incorporation of KMMI INC. Exhibit 3.14 Articles of Incorporation Enacted on July 27, 2021 Revised on June 21, 2022 Revised on August 8, 2022 KMMI INC. Table of Contents 제 1 장 General rules 1 제1조 [Main name] 1 제2조 [Purpose] 1 제3조 [Installation of the location and branches of the headquarters] 2 제4조 [How to announce it] 2 제 2 장 Stocks 2 제5조 [Total number of shares to be issued by the company] 2 제6조 [1 share amount] 3 제7조 [To |
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| February 10, 2025 |
Exhibit 10.42 TRANSACTIONAL ADVANCE AGREEMENT This Transactional Advance Agreement (“Agreement”) is made and entered into this 6th day of September, 2024, by and between Evolution Metals LLC (“EMT”) and Critical Mineral Recovery, Inc. (“CMR”). WITNESSETH: WHEREAS, EMT and the beneficial owner of CMR previously entered into an agreement (“Prior Agreement”) for the purchase of all shares of CMR by E |
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| February 10, 2025 |
Specimen Convertible Preferred Unit Certificate of Evolution Metals LLC. Exhibit 4.7 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE ST |
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| February 10, 2025 |
Articles of Incorporation of Handa Lab Co., Ltd. Exhibit 3.12 Appendix 1> Articles of Incorporation Chapter 1 General Provisions Article 1 (Main name) The company is called” Handalab Co., Ltd.” Article 2 (Purpose) Our company aims to conduct the following business. 1. Industrial Robot System manufacturing and City, retail 1. Intelligent Robot System manufacturing and City, retail 1. Automatic measurement Control device System manufacturing and C |
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| February 10, 2025 |
Consent of Christopher Miller to be named as a director. Exhibit 99.6 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Consent of Mark Matthews to be named as a director. Exhibit 99.5 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Articles of Incorporation of NS World Co., Ltd. Exhibit 3.15 Articles of Incorporation NS World Co., Ltd. Chapter 1 General Provisions Article 1 (Main name) This Company is called NS World Co., Ltd. Article 2 (Purpose) The purpose of this company is to manage the following businesses: 1. Magnet manufacturing and import/export business 1. Magnet-related electronic components manufacturing industry 1. MAGNET ASS.Y manufacturing 1. Electromagnetic |
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| February 10, 2025 |
Exhibit 10.27 Agreement and Plan of Merger by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals New LLC, Evolution Metals Merger Sub 3, Inc., Evolution Metals Merger Sub 4, LLC, Critical Mineral Recovery, Inc., NiCo Metals Group LLC, Robert N. Feldman 2024 Family Irrevocable Trust, Robert N. Feldman Revocable Trust, Andrea S. Feldman, and Robert N. Feldman Table of Contents |
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| February 10, 2025 |
Articles of Incorporation of KCM Industry Co., Ltd. Exhibit 3.13 Articles of Incorporation of KCM Industry Co., Ltd. 제 1 장 General Provisions 제 1 조 (Main name) The name of this company is KCM Industry Co., Ltd. 제 2 조 (Purpose) The purpose of this company is to conduct the following business. 1. Sales and wholesale/retail of electrical and electronic components 1. Electrical and electronic components trading business 1. Electrical and electronic com |
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| February 10, 2025 |
Investment Agreement, dated June 14, 2024, between Camston Wrather LLC and Evolution Metals LLC. Exhibit 10.32 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
As filed with the Securities and Exchange Commission on February 10, 2025 As filed with the Securities and Exchange Commission on February 10, 2025 Registration No. |
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| February 10, 2025 |
Bylaws of Critical Mineral Recovery, Inc. Exhibit 3.11 BYLAWS OF CRITICAL MINERAL RECOVERY, INC. INCORPORATED UNDER THE LAWS OF MISSOURI Adopted January 26, 2022 BYLAWS OF CRITICAL MINERAL RECOVERY, INC. ARTICLE I Offices 1. Registered Office. The registered office of the Critical Mineral Recovery, Inc. (the “Corporation”) shall be located within the State of Missouri as set forth in the Corporation's Articles of Incorporation. The Board |
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| February 10, 2025 |
Form of Korean Company Shareholder Lock-up Agreement. Exhibit 10.45 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons s |
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| February 10, 2025 |
Form of Indemnification Agreement of Evolution Metals & Technologies Corp. Directors and Officers. Exhibit 10.26 Evolution Metals & Technologies Corp. Indemnification Agreement Dated as of [], 2025 This Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [] (the “Indem |
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| February 10, 2025 |
Articles of Incorporation of Critical Mineral Recovery, Inc. Exhibit 3.10 |
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| February 10, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| February 10, 2025 |
February 10, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Charles Eastman Ernest Greene Sarah Sidwell Geoffrey Kruczek Re: Welsbach Technology Metals Acquisition Corp. Amendment No. 2 Registration Statement on Form S-4 Filed on February 10, 2025 File No. 333-283119 On behalf of Welsbach Technology Me |
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| February 10, 2025 |
Consent of Christopher Hansen to be named as a director. Exhibit 99.4 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 7, 2025 |
February 7, 2025 Daniel Mamadou Chief Executive Officer Welsbach Technology Metals Acquisition Corp. |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to KCM Industry Co., Ltd. Exhibit 16.2 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by KCM Industry Co., Ltd., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals |
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| January 24, 2025 |
Filed by Welsbach Technology Metals Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Welsbach Technology Metals Acquisition Corp. Registration No.: 333-283119 Date: January 24, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT |
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| January 24, 2025 |
Exhibit 99.1 January 2025 US Champion Critical Materials Supply Chain Project Zeus 2 Proprietary and Confidential | Disclaimer - Cautionary Statement Regarding Forward - Looking Statements This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the propose |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to KMMI Inc. Exhibit 16.3 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by KMMI Inc., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition C |
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| January 24, 2025 |
Welsbach Technology Metals Acquisition Corp. January 24, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Charles Eastman Ernest Greene Sarah Sidwell Geoffrey Kruczek Re: Welsbach Technology Metals Acquisition Corp. Amendment No. 1 Registration Statement on Form S-4 Filed on Janua |
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| January 24, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 24, 2025 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41183 87-1006702 (State or other jurisdiction of inco |
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| January 24, 2025 |
Exhibit 10.27 Strictly Private and Confidential 4 November 2024 To: Robert N. Feldman Revocable Living Trust Robert N. Feldman, Trustee From: Evolution Metals LLC David Wilcox, Managing Member Page 1 of 13 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (the “Agreement”) is made and entered into this 4th day of November 2024 (the “Execution Date”), BETWEEN: Robert N. Feldman Revocable Living Trust |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to NS World Co., Ltd. Exhibit 16.4 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by NS World Co., Ltd., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals Acqu |
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| January 24, 2025 |
Exhibit 10.38 PROMISSORY NOTE, DATED 30 DECEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN O |
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| January 24, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| January 24, 2025 |
As filed with the Securities and Exchange Commission on January 24, 2025 As filed with the Securities and Exchange Commission on January 24, 2025 Registration No. |
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| January 24, 2025 |
Exhibit 99.1 January 2025 US Champion Critical Materials Supply Chain Project Zeus 2 Proprietary and Confidential | Disclaimer - Cautionary Statement Regarding Forward - Looking Statements This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the propose |
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| January 24, 2025 |
Exhibit 10.40 MASTER TRADE AGREEMENT dated as of 13 January 2025 INTERCO TRADING, INC. and EVOLUTION METALS LLC anticipate entering into one or more transactions (each a “Transaction”) that will be governed by this Master Trade Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) to be exchanged between the parties or othe |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to Handa Lab Co., Ltd. Exhibit 16.1 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Handa Lab Co., Ltd., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals Acq |
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| January 14, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 6, 2025 (December 31, 2024) Date of Report (Date of earliest event reported) Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41183 87-1006702 (State or other ju |
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| December 10, 2024 |
December 10, 2024 Daniel Mamadou Chief Executive Officer Welsbach Technology Metals Acquisition Corp. |
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| November 19, 2024 |
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 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach |
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| November 14, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| November 14, 2024 |
Exhibit 99.1 Evolution Metals LLC and Welsbach Technology Metals Acquisition Corp Announce Filing of Registration Statement on Form S-4 Related to Proposed Business Combination Chicago, IL, Nov. 14, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) and Evolution Metals LLC have announced they have filed a registration statement on Form S-4 with the U.S. Securities |
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| November 14, 2024 |
NT 10-Q 1 ea0221023-nt10qwelsbach.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Repor |
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| November 14, 2024 |
Exhibit 99.1 Evolution Metals LLC and Welsbach Technology Metals Acquisition Corp Announce Filing of Registration Statement on Form S-4 Related to Proposed Business Combination Chicago, IL, Nov. 14, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) and Evolution Metals LLC have announced they have filed a registration statement on Form S-4 with the U.S. Securities |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inc |
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| November 14, 2024 |
SC 13G/A 1 Welsbach.txt WELSBACH Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* (Name of Issuer) Welsbach Technology Metals Acquisition Corp. (Title of Class of Securities) Common Stock, $0.0001 par value per share (CUSIP Number) 950415109 (Date of Event Which Requires Filing of this Statement) 09/30/2024 Check t |
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| November 14, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inc |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inco |
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| November 13, 2024 |
Exhibit 10.1 Execution Version COMPANY EQUITYHOLDER SUPPORT AND LOCK-UP AGREEMENT This Company Equityholder Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a D |
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| November 13, 2024 |
Exhibit 2.1 Execution version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., WTMA MERGER SUBSIDIARY LLC, and EVOLUTION METALS LLC Dated as of November 6, 2024 Table of Contents Page Article I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Construction 18 Section 1.3 Knowledge 19 Article II THE MERGER; CLOSING 19 Section 2.1 |
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| November 13, 2024 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AND LOCK-UP AGREEMENT This Sponsor Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability |
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| November 13, 2024 |
Exhibit 2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger Dated as of November 11, 2024 This Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| November 13, 2024 |
Exhibit 10.1 Execution Version COMPANY EQUITYHOLDER SUPPORT AND LOCK-UP AGREEMENT This Company Equityholder Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a D |
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| November 13, 2024 |
Exhibit 2.1 Execution version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., WTMA MERGER SUBSIDIARY LLC, and EVOLUTION METALS LLC Dated as of November 6, 2024 Table of Contents Page Article I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Construction 18 Section 1.3 Knowledge 19 Article II THE MERGER; CLOSING 19 Section 2.1 |
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| November 13, 2024 |
Exhibit 2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger Dated as of November 11, 2024 This Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| November 13, 2024 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AND LOCK-UP AGREEMENT This Sponsor Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability |
