ADDED
(Exact name of registrant as specified in its charter) (formerly Welsbach Technology Metals Acquisition Corp.) Delaware 87-1006702 (State or other jurisdiction of incorporation or organization) (I.R.S.
As of February 20, 2026, there were 593,349,852 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.
Form 10-K Summary 93 i EXPLANATORY NOTE Evolution Metals Technologies Corp.
(the Company ) (formerly known as Welsbach Technology Metals Acquisition Corp.
( WTMA )) was a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
WTMA consummated its initial public offering in 2021, and its securities were listed on The Nasdaq Stock Market LLC ( Nasdaq ).
On November 6, 2024, WTMA entered into an Amended and Restated Agreement and Plan of Merger (as amended from time to time, the Merger Agreement ) by and among WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a wholly owned subsidiary of WTMA ( Merger Sub ), and Evolution Metals LLC, a Delaware limited liability company ( EM ), pursuant to which Merger Sub would merge with and into EM, with EM surviving the merger as a wholly owned subsidiary of WTMA (the Merger ), subject to the terms and conditions set forth therein.
The Merger Agreement was approved by the stockholders of WTMA at a special meeting held on September 2, 2025.
On January 5, 2026 (the Closing Date ), WTMA consummated the Merger pursuant to the Merger Agreement, and the transactions contemplated thereby (collectively, the Business Combination ).
At the Closing, Merger Sub merged with and into EM, with EM continuing as the surviving entity and becoming a wholly owned subsidiary of WTMA.
REMOVED
(Exact name of registrant as specified in its charter) Delaware 87-1006702 (State or other jurisdiction of incorporation or organization) (I.R.S.
As of June 28, 2024, the last business day of the registrant s most recently completed second fiscal quarter, the aggregate market value of the registrant s public shares, other than shares held by persons who may be deemed affiliates of the registrant was approximately $ 9,790,130 .
As of March 25, 2025, there were 3,366,765 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.
Form 10-K Summary 48 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Item 7.
Management s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below).
These forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates, expects, intends, plans, may, will, potential, projects, predicts, continue, or should, or, in each case, their negative or other variations or comparable terminology.
There can be no assurance that actual results will not materially differ from expectations.
Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts.
333-261467), as amended; Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024; rights or public rights are to the rights which were sold as part of the units in our initial public offering; Sarbanes-Oxley Act are to the Sarbanes-Oxley Act of 2002, as amended; Second Promissory Note are to the promissory note issued by the Company on December 30, 2022 in the principal amount of $772,769 to the Sponsor in connection with the Extension and together with the First Promissory Note, the Promissory Notes ; SEC are to the U.S.
Overview We are a blank check company incorporated under the laws of the State of Delaware on May 27, 2021.