What changed in this filing

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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-04-16 · 2059 added, 1483 removed, 332 unchanged (91% of the section changed)

23 unchanged sentences

financial reporting includes those policies and procedures that:

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of our company,

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated

financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors, and

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the consolidated financial statements.

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

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

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

Because of its inherent limitations,

7 unchanged sentences

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial

reporting as of December 31, 2023.This Annual Report on Form 10-K does not include an attestation report of

our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

reporting as of December 31, 2024.

This Report does not include an attestation report of our independent registered public accounting

firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

Not applicable.

There were no changes in

our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information.

the fiscal quarter ended December 31, 2024, none of our officers or directors informed us of the adoption , modification or termination of

a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item

408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

4 unchanged sentences

Directors and Executive Officers

As of the fiscal year ended

December 31, 2023, our directors and officers are as follows:

As of March 25, 2025,

our directors and officers are as follows:

Daniel Mamadou

4 unchanged sentences

Chief Financial Officer

Sergey Marchenko

Vice President

Dominik Oggenfuss

Andrew Switaj

Matthew Rockett

Justin Werner (3)

The experience of our directors

and executive officers is as follows:

Daniel Mamadou - Chief Executive Officer

Daniel Mamadou has served

as our Chief Executive Officer and Chairman of the Board since inception.

Mamadou is the CEO of Welsbach Holdings Pte Ltd, a Technology

Metals specialist advisor, which Mr.

Mamadou was appointed as the CEO and Chairman of the WTMA Board on the inception of WTMA, May 27, 2021, and is the

CEO of Welsbach Holdings Pte Ltd, a Technology Metals specialist advisor, which Mr.

Mamadou founded in January 2021.

From January 2015 to December 2020 Mr.

Mamadou led Talaxis as Executive

Mamadou founded Talaxis, the Technology Metals group within Noble Group, shortly after joining Noble Group in January 2015.

From January 2015

to December 2020 Mr.

Mamadou led Talaxis Ltd, which is the Technology Metals division of Singapore-listed Noble Group.

From 2011 to 2014, Mr.

Mamadou was an investment banker at Nomura Securities, as Head of the Corporate Solutions and Financing Group for

the Asia-Pacific region.

Mamadou was a Managing Director at Nomura Securities, and acted as Head of the Corporate Solutions and Financing

Group for the Asia-Pacific region.

At Nomura, Mr.

Mamadou led a team of 35 investment bankers that covered the region, delivering derivatives and

capital markets solutions to their client base in the Asia-Pacific region.

From 2003 to 2011, Mr.

Mamadou was the head of the Corporate

Markets and Treasury Solutions team at Deutsche Bank in Hong Kong, covering Asia-Pacific.

From 2001 to 2003, Mr.

Mamadou was an independent

financial advisor and invested his own capital as a principal.

From 1999 to 2001, Mr.

Mamadou worked for Goldman Sachs within the FICC

division in London.

Mamadou led a team that delivered derivatives and capital markets solutions

to their client base in the Asia-Pacific region.

From 2003 to 2011, Daniel was the co-head of the Corporate Markets and Treasury

Solutions team for Asia-Pacific.

Prior to that, Mr.

Mamadou worked as a Director for Goldman Sachs within the FICC division in London.

From 1997 until 1999, Mr.

Mamadou was at Deutsche Bank in London, on the fixed income derivatives structuring desk

Mamadou was a Director at Deutsche Bank in London, on the fixed income derivatives structuring desk for

While leading the Corporate Markets and Treasury Solutions team at Deutsche Bank, Mr.

Mamadou and his team achieved the number

two position in the Asia ex Japan fixed income league tables (including Bonds, Investment Grade and Corporate High Yield) over a four-year

period from 2008 – 2011, raising approximately $40 billion of capital across sectors.

Christopher Clower - Chief Operating

Officer and Director

Christopher Clower has served

as our Chief Operating Officer since inception and one of our directors since December 2021.

Clower is an executive director and COO

of Welsbach Holdings Pte Ltd since March 2021.

Clower also sits as an independent director on a number of boards in Southeast Asia.

Since 2014, Mr.

Clower has been an independent director of Malacca Trust Pte Ltd, a holding company in Singapore which is the majority

owner of one of the leading asset management firms in Indonesia as measured by assets under management.

Also, since 2014, Mr.

been an independent commissioner on the board of PT Batavia Prosperindo Finance Tbk, an Indonesia consumer finance company listed on the

Indonesia Stock Exchange.

From 2010 to 2014, Mr.

Clower was an independent advisor and principal investor of his own capital.

Clower co-founded, built and sold PT Manoor Bulatn Lestari, an Indonesian resource company and achieved 30x MOIC in two years

for himself and his investors.

Prior to this, Mr.

Clower was Managing Director and Head of Corporate Finance in Merrill Lynch for Southeast

Mamadou and his team achieved the

number two position in the Asia ex Japan fixed income league tables (including bonds, investment grade and corporate high yield) over

a four-year period from 2008 to 2011, raising approximately $40 billion of capital across sectors.

Mamadou earned a BA

in Business Management and Marketing from ESIC-Valencia, and a MSc in Investment Banking and International Securities from Reading University.

Christopher Clower was

appointed as the COO and a Director of WTMA on the inception of WTMA, May 27, 2021, and is an executive director and COO of Welsbach

Holdings Pte Ltd since March 2021.

From 2014 to 2024, Mr.

Clower worked at Merrill Lynch and raised over $4 billion of capital in the resources space.

worked at Deutsche Bank from 1997 to 1998, at Bankers Trust from 1994 to 1997, and at Crane Nuclear Valves from 1991 to 1994.

working in the finance industry, Mr.

Clower was an intelligence officer for the United States Air Force, serving at Clark Air Base in

the Philippines with the 90 th Tactical Fighter Squadron.

Sergey Marchenko – Vice-President

Sergey Marchenko is a developer and builder of multi-story

residential developments in the suburbs of Moscow.

Clower was an independent director of Malacca Trust Pte Ltd, a holding

company in Singapore which is the majority owner of one of the leading asset management firms in Indonesia as measured by assets under

Also, from 2014 to 2022, Mr.

Clower was an independent commissioner on the board of PT Batavia Prosperindo Finance Tbk,

an Indonesia consumer finance company listed on the Indonesia Stock Exchange.

From 2010 to 2014, Mr.

Marchenko founded and built his first company, LandOS,

which is a real estate developer of malls and office centers in Moscow, including Troyka Trade Center Mall, Gagarinsky Trade Mall, Veshky

Mall and a number of office centers in Moscow and other cities in Russia.

Clower was an independent advisor

and principal investor of his own capital.

From 2008 to 2010, Mr.

Marchenko was a Vice President of

GlavMosStroy Joint Stock Company, a large development and construction company in Eastern Europe.

Clower co-founded, built and sold PT Manoor Bulatn Lestari, an

Indonesian resource company and achieved 30x MOIC in two years for himself and his investors.

Prior to this, Mr.

Managing Director and Head of Corporate Finance in Merrill Lynch for Southeast Asia.

From 1998 to 2009, Mr.

founded of a number of real estate development firms in Eastern Europe, specializing in the commercial and residential sub-sectors, including

Eurostroy and TCS Joint Stock Company (“TCS”).

TCS specializes in real estate development construction as well as extraction

and processing of non-metallic materials for construction.

John Stanfield - Chief Financial Officer

John Stanfield, CPA, has

served as Chief Financial Officer since December 2021.

Stanfield has significant experience with U.S.

GAAP, finance, operations, and

taxation demonstrated over several years and several billion dollars of enterprise value in the private equity and alternative asset industry.

He is the founder of Stanfield & Associates, LLC, a boutique consulting and full-service public accounting firm concentrated on outsourced

Chief Financial Officer services for special purpose acquisition corporations, private equity fund managers, and family offices in the

United States and internationally.

Prior to founding Stanfield & Associates, LLC, Mr.

Stanfield held audit positions at RSM US and

Ernst & Young, LLP.

Emily King - Director

Emily King has served as

one of our directors since December 2021.

King is the founder of Prospector, a new search engine for the mining industry, which she

founded in February 2020, and is CEO of Global Venture Consulting, which Ms.

King founded in 2013.

Global Venture Consulting (GV) is a

natural resource consulting firm specializing in bringing technology solutions to emerging and frontier markets with a focus on Afghanistan

and Central Asia, the Middle East and North Africa.

Since 2013, GV has worked with clients and partners to accelerate innovation and incorporate

disruptive technology into the collection and interpretation of geologic data.

Prior to founding Global Venture Consulting and Prospector,

from 2010 to 2013, Ms.

King was the Director of Natural Resources for an economic development task force in the U.S.

Department of Defense.

In this role, Ms.

King oversaw a mineral resource exploration and investment group for the Pentagon, in partnership with the Afghanistan

Government and the U.S.

Geological Survey.

Her team conducted exploration on fifteen mineral deposits throughout Afghanistan and tendered

four copper and gold exploration assets.

For her leadership of this program, Ms.

King was awarded the Secretary of Defense Medal for Outstanding

Public Service and the Global War on Terrorism Award.

King holds leadership positions in industry organizations and at the board level,

including Women in Mining USA, Director at VVC Exploration, Fellow at New America, Board Member of World Trade Center Kabul and the Afghanistan

Mining Think Tank.

King was awarded the Medal of Merit from the American Mining Hall of Fame.

Dominik Oggenfuss - Director

Oggenfuss has extensive

management, marketing and leadership experience in private debt management, private credit fund, asset management, wealth management and

Oggenfuss most recently served as the Managing Director, Head of Business Development of VI Capital Pte.

in Singapore, an Asian private debt manager focused on mid-market segments of small to medium enterprises.

Clower worked at Merrill

Lynch and raised over $4 billion of capital in the resources space.

Clower also worked at Deutsche Bank from 1997 to 1998,

at Bankers Trust from 1994 to 1997, and at Crane Nuclear Valves from 1991 to 1994.

Prior to working in the finance industry, Mr.

was an intelligence officer for the United States Air Force, serving at Clark Air Base in the Philippines with the 90 th Tactical

Fighter Squadron.

John Stanfield, CPA , was

appointed as the Chief Financial Officer of WTMA on the inception of WTMA, May 27, 2021, and has significant experience with GAAP,

finance, operations, and taxation demonstrated over several years and several billion dollars of enterprise value in the private

equity and alternative asset industry.

He is the founder of Stanfield & Associates, LLC, a boutique consulting and full-service public

accounting firm concentrated on outsourced Chief Financial Officer services for special purpose acquisition corporations, private equity

fund managers, and family offices in the United States and internationally.

Prior to founding Stanfield & Associates, LLC,

Stanfield held audit positions at RSM US and Ernst & Young, LLP.

Dominik Oggenfuss was

appointed as a Director of WTMA on October 16, 2023 and has extensive management, marketing and leadership experience in private

debt management, private credit fund, asset management, wealth management and banking.

Oggenfuss most recently served as the

Managing Director, Head of Business Development of VI Capital Pte.

(Singapore) in Singapore, an Asian private debt manager focused

on mid-market segments of small to medium enterprises.

Prior to 2010, Mr.

worked as a risk management associate in market risk management and risk control with J.P.

Morgan’s investment banking arm in the

United Kingdom, London.

From 2010, Mr.

Oggenfuss worked as a risk management associate in

market risk management and risk control with J.P.

Morgan’s investment banking arm in the United Kingdom, London.

Oggenfuss was the Vice President of J.P.

Morgan Private Bank Suisse SA, Geneva, Zurich and Swiss

team and family office.

Morgan Private Bank Suisse SA, Geneva, Zurich and Swiss team and family office.

Thereafter, Mr.

Oggenfuss was the Executive Director of UBS AG, Wealth Management, European International Desk,

Client Advisor UHNWI in Singapore.

Oggenfuss proceeded to work as the Global Head of Sales and Investor Relations and Executive Committee

Member of EFAGroup, Trade Finance and Asset Management and subsequently, as the Executive Director, Head of Funding and Chief Investment

Officer of Incomlend Capital, an award-winning, Sequoia-backed fintech, supply chain finance platform.

Oggenfuss was the Executive Director of UBS AG, Wealth Management, European International Desk, Client Advisor UHNWI

in Singapore.

Oggenfuss proceeded to work as the Global Head of Sales and Investor Relations and Executive Committee Member of

EFA Group, Trade Finance and Asset Management and subsequently, as the Executive Director, Head of Funding and Chief Investment Officer

of Incomlend Capital, an award-winning, Sequoia-backed fintech, supply chain finance platform.

In addition to his extensive professional

1 unchanged sentence

Oggenfuss holds an M.A.

in Political Science and Economics from the University of Zurich, Department

of Political Science and Harvard Business School’s Executive Education Program.

Andrew Switaj - Director

Switaj has over 20 years

of risk advisory experience having served in the United States Army Special Forces and held senior roles in government agencies of the

United States and multi-national corporations.

Switaj is an experienced risk professional and has advised multiple boards on the acquisition

and operation of assets in Asia, Africa and the Middle East.

Switaj has also had a decorated military career.

He served in the United

States’ military following the events of September 11, 2001.

In 2003, he completed the US Special Forces Assessment and Selection

and graduated from the US Army Special Forces Qualification Course.

Switaj then served in Iraq and Afghanistan with the US Special

Forces until 2012.

Thereafter, Mr.

Switaj acted as the US Special Operation Command’s senior consultant for the Defense Threat Reduction

Agency’s genomic and proteomic sequencing center at the Aberdeen Proving Ground, Maryland.

Switaj completed his government sector

work as advisor to the Commanding General of NATO Special Operations Command in Mons, Belgium.

Prior to 2019, Mr.

Switaj was working with

Indonesia-based Chevron’s IndoAsia Business Unit as the senior risk management advisor where he oversaw a business unit spanning

from Sumatra, Indonesia, to the Philippines.

He also provided risk assessment analysis for several of Chevron’s major capital projects

along with the divestment of Chevron’s geothermal assets and served as a member of Chevron’s Decision Review Board.

is currently the founder and chief executive officer of CSG Pte.

Ltd., where he advises clients on various facets of risk management and

security in the mining, oil and gas, and energy sectors.

Switaj has a degree from the University of South Florida in Political Science

with a focus on International Policy and also studied finance and economics at Northeastern University.

Number and Terms of Office of Officers and

Our board of directors has

in Political Science and Economics from the University of Zurich, Department of Political

Science and Harvard Business School’s Executive Education Program.

Matthew Rockett was

appointed as a Director of WTMA on July 12, 2024, and has over two decades of industry experience working for one of the world’s

largest fully integrated energy companies.

Rockett most recently serves as the Manager of Competitive Performance for Chevron’s

Mid-Continent Business Unit in Houston, Texas, where he oversees the Competitive Performance program.

He is responsible for stewarding

a $100MM+ pilot and technology program in asset development and base operations to drive step-change improvements in key impact metrics

in the Permian Basin.

Previously, Mr.

Rockett held the position of Management Advisor, Subsurface, at Chevron Technical Center, advising

the Vice President of Subsurface.

He also served as the Supervisor of Production Engineering for TengizChevroil in Kazakhstan, managing

the Staff Production Engineering team and optimizing various programs including the capital workover rig program, new & existing

well stimulation program, and the plug & abandonment program.

As the Manager of Reservoir Management Framework for Chevron’s

IndoAsia Business Unit in Indonesia, Mr.

Rockett led the strategic development program, providing reservoir management guidance and

standards for long-term asset development, and overseeing the business unit reserves reporting process.

His earlier roles at Chevron

included Advisor, Heavy Oil in Indonesia, Project Manager for Special Projects in California, Supervisor of Production Operations in Lost

Hills, Advisor for Asset Development, and Reservoir Engineer for Kern River, among others.

Rockett began his career at Chevron

as a Production Engineer Intern in the Mid-Continent Business Unit and later the Gulf of Mexico Business Unit.

Rockett holds

a Bachelor of Science in Petroleum Engineering from The University of Texas at Austin.

His extensive professional experience and leadership

capabilities have established him as a key figure in the energy sector, driving innovation and operational excellence across Chevron’s

global operations.

Justin Werner was

appointed as a Director of WTMA on July 19, 2024 and has over 20 years of mining experience and has founded several successful

Indonesian mining and exploration companies.

He is currently the Managing Director of Nickel Mines Limited (ASX:NIC), a Nickel Laterite

miner and Nickel Pig Iron producer listed on the ASX with a market cap of A$4 billion, located in the Morowali Regency, Sulawesi.

Additionally, Mr.

Werner serves as a Non-Executive Director of Alpha HPA (ASX:A4N), which is completing a bankable feasibility

study for constructing a high-purity alumina plant to supply the Electric Vehicle market.

Previously, Mr.

Werner was the founding

partner of PT Gemala Borneo Utama, an Indonesian mining and exploration company that successfully developed and brought into production

the ‘Buduk’ heap leach gold project in Kalimantan.

This project was sold in 2008 to PT Renaissance Capital, one of Indonesia’s

largest private equity groups.

PT Gemala Borneo Utama also conducted a successful exploration program on Romang Island, identifying a

significant 1Moz polymetallic deposit with ASX-listed Robust Resources, until it was taken over in 2014 by Indonesian billionaire

Anthony Salim for A$97 million.

Werner also served as the Managing Director of ASX-listed Augur Resources, where he

led the discovery of 1.54 million oz Au eq Randu Kuning deposit in Central Java, Indonesia.

Before becoming a project developer,

Werner led many successful turnaround projects for blue-chip mining companies around the globe, including BHP Billiton,

Rio Tinto, Freeport McMoRan, Lihir Gold, and Placer Dome, delivering hundreds of millions of dollars in cost and productivity improvements.

Justin Werner is a highly motivated individual focused on execution and project delivery, with extensive experience across various commodities

and international mining jurisdictions, including Asia, America, and Australasia.

Justin Werner holds a Bachelor of Arts in Management

from the University of Sydney in Australia.

Certain of WTMA’s officers

and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities.

a result, if any of WTMA’s officers or directors become aware of a business combination opportunity which is suitable for an entity

to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Delaware

law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity,

before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing

However, we do not expect these duties to materially affect our ability to complete the Business Combination.

The Existing Charter

contains a waiver of the corporate opportunity doctrine.

With such waiver, there could be business combination targets that may be suitable

or worth consideration for a combination with WTMA but not offered due to a WTMA director’s fiduciary duties to another entity.

WTMA does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in the Existing

Charter impacted its search for an acquisition target and WTMA was not prevented from reviewing any opportunities as a result of such

Below is a table summarizing

the entities to which WTMA’s officers and directors currently have fiduciary duties, contractual obligations or other material management

relationships.

The fiduciary duties owed by such individuals are generally prescribed by applicable law based on the individual’s

position with such entity.

Entity’s Business

Daniel Mamadou

Welsbach Holdings Pte Ltd (Registration 201409889C,

Technology Metals

Managing Member

Energy Transition Minerals Ltd (ACN 118 463 004, Australia)

Technology Metals

Managing Director

DMB Capital Solutions Pte Ltd (Registration 201609607R, Singapore)

Technology Metals

Welsbach Corporate Solutions FZ-LLC (Registration 2424289, United Arab Emirates)

Technology Metals

Christopher Clower

Technology Metals

Managing Member

Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)

Technology Metals

American Orient Capital Partners

Investment Banking

John Stanfield

Aqueum Financial Asset Management, LLC

Investment Banking

Perception Capital Corp.

Investment Banking

RCF Acquisition Corp.

Investment Banking

Dominik Oggenfuss

Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)

Technology Metals

Managing Partner

Matthew Rockett

Justin Werner

Nickel Mines Limited

Technology Metals

Managing Director

Number, Terms of Office and Appointment of

Directors and Officers

The WTMA Board consists of

five members, three of whom are deemed “independent” under SEC and Nasdaq rules.

We may not hold an annual meeting of stockholders

until after we consummate our initial business combination.

Our officers are appointed by the board of directors and serve at the discretion

of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices

set forth in our bylaws as it deems appropriate.

Our bylaws provide that our directors may consist of a chairman of the board, and that

our officer may consist of chief executive officer, president, chief financial officer, vice president(s), secretary, treasurer and such

other officers as may be determined by the board of directors.

Our directors and the structure of the board

will change if the Business Combination is consummated.

Our officers are appointed

by the WTMA Board and serve at the discretion of the WTMA Board, rather than for specific terms of office.

The WTMA Board is authorized

to appoint persons to the offices set forth in our Existing Bylaws as it deems appropriate.

Our Existing Bylaws provide that our directors

may consist of a chairman of the WTMA Board, and that our officers may consist of chief executive officer, president, chief financial

officer, vice president(s), secretary, treasurer and such other officers as may be determined by the WTMA Board.

Director Independence

Nasdaq listing rules require

that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent directors and that

a majority of our board of directors be independent.

An “independent director” is defined generally as a person other than

an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s

board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of

The WTMA Board has determined that Mr.

Oggenfuss and Mr.

Rockett are each an “independent

director” as defined in the Nasdaq listing rules and applicable SEC rules.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

The Company will only enter into transactions with our officers and directors

and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties.

Any related-party transactions

must be approved by our audit committee and a majority of disinterested directors.

Committees of the Board of Directors

We have two standing committees:

an audit committee and a compensation committee.

Each committee operates under a charter that has been approved by our board of directors.

The composition and responsibilities of each committee are described below.

Subject to phase-in rules and a limited exception, Nasdaq

rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

directors, and the Nasdaq listing rules require that the compensation committee of a listed company be comprised solely of independent

Audit Committee

We have established an audit

committee of the board of directors, which consists of Ms.

Oggenfuss, and Mr.

Switaj, each of whom is an independent director.

Oggenfuss serves as chair of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee Charter,

include, but are not limited to:

● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting

and control systems;

● monitoring the independence of the registered public accounting firm;

● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner

responsible for reviewing the audit as required by law;

● inquiring and discussing with management our compliance with applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services to be performed by our registered public accounting firm, including

the fees and terms of the services to be performed;

● appointing or replacing the registered public accounting firm;

● determining the compensation and oversight of the work of the registered public accounting firm (including resolution of disagreements

between management and the registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an

audit report or related work;

● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting

controls or reports which raise material issues regarding our financial statements or accounting policies;

● monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified,

immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public

● reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director

or directors abstaining from such review and approval.

Financial Experts on Audit Committee

The audit committee will

at all times be composed exclusively of “independent directors” who are “financially literate” as defined under

the Nasdaq listing standards.

The Nasdaq listing standards define “financially literate” as being able to read and understand

fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify

to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,

requisite professional certification in accounting, or other comparable experience or background that results in the individual’s

financial sophistication.

The board of directors has determined that Mr.

Oggenfuss qualifies as an “audit committee financial expert,”

as defined under rules and regulations of the SEC.

Compensation Committee

We have established a compensation

committee of the board of directors consisting of Ms.

Oggenfuss, and Mr.

Switaj, each of whom is an independent director.

Oggenfuss serves as chair of the compensation committee.

We have adopted a compensation committee charter, which details the principal

functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation,

evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our chief executive officer’s based on such evaluation;

● reviewing and approving the compensation of all of our other Section 16 executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive

officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

We established an audit committee

of the board of directors, which consists of Justin Werner, Dominik Oggenfuss and Matthew Rockett.

Dominik Oggenfuss serves as chairman

of the audit committee.

Under the Nasdaq listing rules and applicable SEC rules, we are required to have at least three members of the

audit committee, all of whom must be independent, subject to certain phase-in provisions which we are not taking advantage of.

Werner, Dominik Oggenfuss and Matthew Rockett meet the independent director standard under Nasdaq listing rules and under Rule 10-A-3(b)(1) of

the Exchange Act.

Each member of the audit committee

is financially literate and our board of directors has determined that Mr.

Oggenfuss qualifies as an “audit committee financial

expert” as defined in the applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

● meeting with our independent registered public accounting

firm regarding, among other issues, audits, and the adequacy of our accounting and control systems;

● monitoring the independence of the registered public accounting

● verifying the rotation of the lead (or coordinating) audit

partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● inquiring and discussing with management our compliance with

applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services

to be performed by our registered public accounting firm, including the fees and terms of the services to be performed;

● appointing or replacing the registered public accounting

● determining the compensation and oversight of the work of

the registered public accounting firm (including resolution of disagreements between management and the registered public accounting

firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

● monitoring compliance on a quarterly basis with the terms

of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise

causing compliance with the terms of this offering;

● reviewing and approving all payments made to our existing

stockholders, executive officers or directors and their respective affiliates.

Any payments made to members of our audit committee will

be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Director Nominations

We do not have a standing

nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or

NASDAQ rules.

In accordance with Rule 5605(e)(2) of the NASDAQ rules, a majority of the independent directors may recommend a director

nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

Oggenfuss, and Mr.

Switaj will participate in the consideration and recommendation of director nominees.

In accordance with

Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have

a nominating committee charter in place.

The board of directors will

also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees

to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders

that wish to nominate a director for election to the board should follow the procedures set forth in our bylaws.

We do not have a standing nominating

committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee

for selection by the WTMA Board.

The WTMA Board believes that the independent directors can satisfactorily carry out the responsibility

of properly selecting or approving director nominees without the formation of a standing nominating committee.

Rockett will participate in the consideration and recommendation of director nominees.

In accordance with Rule 5605(e)(1)(A) of

the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee

charter in place.

The WTMA Board will also consider

director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for

election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish

to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established

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In general, in identifying

and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

and evaluating nominees for director, the WTMA Board considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a code of

ethics that applies to all of our executive officers, directors and employees, which has been filed as an exhibit to this Report.

code of ethics codifies the business and ethical principles that govern all aspects of our business.

Compensation Committee

We established a compensation

committee of the board of directors, which consists of Justin Werner, Dominik Oggenfuss and Matthew Rockett.

Matthew Rockett serves as

chairman of the compensation committee.

Under the Nasdaq listing rules and applicable SEC rules, we are required to have at least two

members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions which we are not taking

advantage of.

Justin Werner, Dominik Oggenfuss and Matthew Rockett meet the independent director standard under Nasdaq listing rules applicable

to members of the compensation committee.

Our compensation committee

charter details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate

goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s

based on such evaluation;

● reviewing and approving the compensation of all of our other

Section 16 executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included

in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

The compensation committee

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider

Participation

None of our officers currently

serves, or in the past year has served as a member of the compensation committee of any other entity that has one or more executive officers

serving on the WTMA Board.

None of our executive officers currently serves, or in the past year has served, as a member of the board of

directors of any other entity that has one or more executive officers serving on our compensation committee.

Code of Conduct and Ethics

We adopted a code of conduct

and ethics that applies to all of our executive officers, directors, and employees.

The code of ethics codifies the business and ethical

principles that govern all aspects of our business.

WTMA has filed a copy of its

Code of Ethics in its SEC filings and it may be viewed by accessing WTMA’s public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from WTMA.

WTMA intends to disclose any amendments

to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K.

Insider Trading Policy

We have not adopted a formal

insider trading policy as of the date of this Report.

We are a special purpose acquisition company with limited operations and a small

number of individuals who may have access to material nonpublic information.

Given our current stage of development and the narrow scope

of our business activities, we believe that our existing procedures and oversight are sufficient to ensure compliance with federal securities

laws, including those prohibiting insider trading.

Nevertheless, we remain fully

committed to upholding all applicable securities laws.

Our directors and officers understand that they must maintain the confidentiality

of any material nonpublic information and refrain from trading on such information.

We will continue to evaluate the need to adopt a formal

insider trading policy prior to or in connection with the completion of our initial business combination.

It is our present intention

to adopt a more comprehensive insider trading policy following the consummation of business combination, when our operations and personnel

needs are expected to expand.

Delinquent Section 16(a) Reports

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equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s

As no such change in beneficial ownership occurred in the year ended 31, 2023, no late Section 16(a) Reports were filed.

Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish the Company with

copies of all Section 16(a) reports they file.

To our knowledge, based solely on the review of the copies of these forms furnished to

us and representations that no other reports were required, the Company believes that all forms required to be filed under Section 16

of the Exchange Act for the year ended December 31, 2024 were filed timely.

Executive Compensation.

No executive officer has

received any cash compensation for services rendered to us.

No compensation or fees of any kind, including finder’s fees, consulting

fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to

or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is).

such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf,

such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations

as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.

received any cash compensation for services rendered to us during the year ended December 31, 2024.

No compensation or fees of any kind,

including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management

team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type

of transaction that it is).

However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection

with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses

and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to

examine their operations.

There is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the extent such expenses exceed

the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such

expenses would not be reimbursed by us unless we consummate an initial business combination.

provided, however, that to the

extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held

in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

After our initial business

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8-K, as required by the SEC.

Overview of Anticipated Executive Compensation

Following the consummation

of the Business Combination, decisions with respect to the compensation of our executive officers, including our named executive officers,

will be made by the compensation committee of our board of directors.

The following discussion is based on the present expectations as

to the compensation of our executive officers and directors following the Business Combination.

The actual compensation of our executive

officers will depend on the judgment of the members of the compensation committee and may differ from that set forth in the following

We anticipate that compensation

for our executive officers will have the following components:

base salary, cash bonus opportunities, equity compensation, employee benefits,

executive perquisites and severance benefits.

Base salaries, employee benefits, executive perquisites and severance benefits will be designed

to attract and retain senior management talent.

We will also use annual cash bonuses and equity awards to promote performance-based pay

that aligns the interests of our executive officers with the long-term interests of our equity-owners and to enhance executive

Annual Bonuses

We expect that we will use

annual cash incentive bonuses for the executive officers to motivate their achievement of short-term performance goals and tie a

portion of their cash compensation to our performance.

We expect that, near the beginning of each year, the compensation committee will

select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the

executive officers.

Following the end of each year,

the compensation committee will determine the extent to which the performance targets were achieved and the amount of the award that is

payable to the executive officers.

Stock-Based Awards

Pursuant to the Merger Agreement,

we expect that New EM will grant certain stock option awards to certain service providers following the consummation of the Merger, including

certain of our executive officers, based on New EM achieving specified goals related to New EM’s revenue and EBITDA, as further

described in the Merger Agreement, in each of fiscal years 2025, 2026, 2027, and 2028, with such awards covering up to a maximum 2.05 million

shares of New EM Common Stock for each fiscal year, or up to an aggregate of 8.2 million shares.

At this time, it has not been determined

to whom and in what proportion these grants will be made.

We expect to use stock-based awards

in future years to promote our interest by providing our executive officers with the opportunity to acquire equity interests as an

incentive for remaining in our service, which will also align the executive officers’ interests with those of our equity holders.

Other Compensation

We expect to continue to offer

various employee benefit plans.

We may also provide our executive officers with perquisites and personal benefits that are not generally

available to all employees.

Director Compensation

Following the Business Combination,

our non-employee directors will receive varying levels of compensation for their services as directors and members of committees

of our board of directors.

We anticipate determining director compensation in accordance with industry practice and standards.

Employment Agreements

In connection with the Business

Combination, we expect to enter into employment agreements with certain of our executive officers.

Security Ownership of Certain Beneficial

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The following table sets

forth information regarding the beneficial ownership of our common stock as of April 16, 2024 based on information obtained from the persons

forth information regarding the beneficial ownership of our common stock as of March 25, 2025 based on information obtained from the persons

named below, with respect to the beneficial ownership of common stock, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

● each of our executive officers and directors that beneficially owns our common stock;

● all our executive officers and directors as a group.

● each person known by us to

be the beneficial owner of more than 5% of our outstanding common stock;

● each of our executive officers

and directors that beneficially owns our common stock;

● all our executive officers

and directors as a group.

In the table below, percentage

ownership is based on 4,456,827 shares of our common stock, issued and outstanding as of April 16, 2024

ownership is based on 3,366,765 shares of our common stock, issued and outstanding as of March 25, 2025.

Unless otherwise indicated,

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Name and Address of Beneficial Owner (1)

Beneficially Owned

of Outstanding

Welsbach Acquisition Holdings LLC (our sponsor) (2)

Daniel Mamadou (2)(5)

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John Stanfield

Ralph Welpe (former director)

Matthew Mrozinski (former director)

Dominik Oggenfuss

Matthew Rockett

Justin Werner

All officers and directors as a group (6 individuals)

5% Stockholders

River North Capital Management, LLC (3)

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o 160

S Craig Place, Lombard, Illinois 60148, and our telephone number is (217) 615-1216.

(2) Welsbach Acquisition Holdings LLC is the record holder of the shares reported herein.

Daniel Mamadou and

Christopher Clower are the managing members of Welsbach Acquisition Holdings LLC.

Other 5% Stockholders

Welsbach Acquisition Holdings LLC (our sponsor) (2)

RiverNorth Capital Management, LLC (3)

Polar Asset Management Partners Inc.

* less than 1%

Unless otherwise noted, the business address of each of the directors and executive officers of WTMA, and of the Sponsor is c/o Welsbach Technology Metals Acquisition Corp., 4422 N.

Ravenswood Ave.

#1025, Lombard, IL 60148.

(2) Welsbach Acquisition Holdings

LLC is the record holder of the shares reported herein.

Daniel Mamadou and Christopher Clower are the managing members of Welsbach Acquisition

Holdings LLC.

Mamadou and Mr.

Clower has voting and investment

discretion with respect to the common stock held of record by Welsbach Acquisition Holdings LLC.

Clower has voting and investment discretion with respect to the common stock held of record

by Welsbach Acquisition Holdings LLC.

Mamadou and Mr.

Clower disclaim any

beneficial ownership of the shares held by Welsbach Acquisition Holdings LLC, except to the extent of their pecuniary interest therein.

(3) According to a Schedule 13G filed on February 14, 2024, River North Capital Management, LLC acquired 244,954

shares of common stock.

The business address for River North Capital Management, LLC is 360 S.

Rosemary Ave, Suite 1420, West Palm Beach,

Securities Authorized for Issuance under

Equity Compensation Plans

Clower disclaim any beneficial ownership of the shares held by Welsbach Acquisition

Holdings LLC, except to the extent of their pecuniary interest therein.

solely upon a Schedule 13G filed with the SEC on February 14, 2024 by RiverNorth Capital Management, LLC, a company incorporated under

the laws of Delaware.

According to the Schedule 13G/A, the business address of the reporting person is 360 S.

Rosemary Avenue, Ste.

West Palm Beach, Florida 33401.

(4) Based solely upon a Schedule

13G/A filed with the SEC on November 14, 2024 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario,

Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”),

with respect to the shares of WTMA Common Stock directly held by PMSMF.

According to the Schedule 13G/A, the business address of the

reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(5) Represents 1,931,922 Founder

Shares initially held by the Sponsor, minus the transfer of an aggregate of 91,764 Founder Shares to certain of our officers, directors,

and advisors, plus 352,054 shares underlying private units purchased by the Sponsor.

The Founder Shares are identical to the public stock

in all respects, except that the Founder Shares do not have Redemption Rights.

Securities Authorized for Issuance under Equity

Compensation Plans

Changes in Control

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Transactions, and Director Independence.

On June 25, 2021, the Sponsor purchased 1,437,500 shares

(the “Founder Shares”) of our Class B common stock, par value $0.0001 for an aggregate price of $25,000.

On October 13,

2021, we effected an exchange of each such Class B shares for 1.5 our common stock, resulting in the Sponsor holding an

aggregate of 2,156,250 Founder Shares.

We no longer have Class B stock.

Our founder holders forfeited 224,328 Founder

Shares as the over-allotment option was not exercised in full by the underwriters.

The Founder Shares were placed into an escrow account

maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent.

certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier

of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price

of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50%

of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation

of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock

exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash,

securities or other property.

On June 25, 2021, the Sponsor agreed to lend

to us an aggregate of up to $300,000 to cover expenses related to our initial public offering pursuant to a promissory note.

loan was non-interest bearing and was payable at the consummation of our initial public offering.

As of September 30, 2022, and December 31,

2021, there was no amount payable against the promissory note and no amounts have been drawn against the promissory note.

On December 31, 2021, the Sponsor funded $79,673 in

excess of $3,475,000 aggregate purchase price of the Private Placement Units.

On January 14, 2022, the Sponsor funded $179,463 in

excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the over-allotment

option (for an aggregate of $259,136 in excess purchase price).

As of September 30, 2022, an amount of $129,573 has been paid and the

remaining $199,163 will be repaid from our operating account as soon as practicable.

Commencing on December 27, 2021, we entered

into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services.

agreed to waive such fees for the months of April, May, June and September 2022, and as such, the Company has recorded no administrative

service fees for those months.

For the three and nine months ended September 30, 2022, $20,000 and $50,000 has been expensed related to

the agreement.

Commencing on December 27, 2021, we have entered

into an agreement to pay an entity affiliated with its Chief Financial Officer approximately $6,500 per quarter for accounting services.

For the three and nine months ended September 30, 2022, $6,500 and $19,500 has been incurred under this agreement.

In order to finance

transaction costs in connection with a business combination, certain of our officers and directors may, but are not obligated to,

lend to us such funds as may be required (the “Working Capital Loans”).

If we complete a business combination, including

the Business Combination, we would repay the Working Capital Loans out of the proceeds of the trust account released to

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account.

In the event that a

business combination does not close, we may use a portion of the proceeds held outside the trust account to repay the Working

Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans.

Except for the foregoing,

the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such

The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the

lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post business

combination entity at a price of $10.00 per unit.

These units would be identical to the Private Placement Units.

On September 30, 2022, WTMA issued a promissory

note in the principal amount of $772,769 to the Sponsor in connection with the extension of period of time for WTMA to complete a business

combination (“Promissory Note”).

The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon

consummation of WTMA’s initial business combination out of the proceeds of the Trust Account released to WTMA’s or (ii) at

the Sponsor’s discretion, converted, in full or in part, upon consummation of WTMA’s business combination into additional

private units at a price of $10.00 per unit.

As of September 30, 2022, there was a $772,769 balance outstanding under the Promissory Note.

On December 30, 2022 WTMA issued a second promissory note in the principal amount of $772,769 to the Sponsor in connection the extension

of period of time for the Company to complete a business combination on the same terms as the Promissory Note.

On March 30, 2023, April 30, 2023, May 30, 2023,

June 30, 2023, July 30, 2023 and August 30, 2023, the Company further issued six promissory notes in the principal amount of $125,000

to the Sponsor.

The Promissory Notes bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s

initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price

Founder Shares

On June 25, 2021, the

Sponsor purchased 1,437,500 Founder Shares of the Company’s Class B common stock, par value $0.0001 for an aggregate

price of $25,000.

On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares

of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

no longer has Class B common stock authorized.

The initial stockholders have agreed to forfeit up to 281,250 Founder Shares

to the extent that the over-allotment option is not exercised in full by the underwriters.

On January 14, 2022, the Sponsor

forfeited 224,328 Founder Shares for no consideration, due to the underwriters exercise of the over-allotment option in

The Founder Shares were placed

into an escrow account maintained in New York, New York by Continental, acting as escrow agent.

Subject to certain limited exceptions,

50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date

of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50

per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day

period commencing after our Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or

released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent

to a Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction, which results in all of our

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Due to Affiliates

On December 31, 2021,

the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units.

On January 14, 2022,

the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction

with the exercise of the over-allotment option (for an aggregate of $259,136 in excess purchase price).

Commencing on December 27,

2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support

For the year ended December 31, 2022, the Company expensed and paid a total of $50,000 for support services from the Sponsor,

which amount was reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $120,000 and

paid $6,000 for support services from the Sponsor, which amount was reported as due to affiliates

For the period ended December

31, 2024, the Company expensed a total of $120,000 for support services from the Sponsor of which amount was reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services from the Sponsor of which $88,000

was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously accrued support services with

Chief Financial Officer.

As of December 31, 2024 and

2023, respectively, there were outstanding amounts due to affiliates of $413,663 and $293,663, which will be repaid from Company’s

operating account as soon as practicable.

Related Party Loans

In addition, in order to finance

transaction costs in connection with a business combination, certain of the Company’s officers and directors may, but are not

obligated to, loan the Company Working Capital Loans.

If the Company completes a business combination, the Company would repay the

Working Capital Loans out of the proceeds of the trust account released to the Company.

Otherwise, the Working Capital Loans would be

repaid only out of funds held outside the trust account.

In the event that a business combination does not close, the Company may use

a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the Trust Account would

be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a business combination,

without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into

units of the post-business combination entity at a price of $10.00 per unit.

These units would be identical to the private units.

On December 30, 2024, the Company increased the Working Capital Loans up to $2.5 million in connection with completing a Business Combination.

On July 30, 2023, the

Company issued the Working Capital Note 1 in the principal amount of $84,000 to the Sponsor in exchange for cash.

On August 30, 2023, the

Company issued the Working Capital Note 2 in the principal amount of $378,000 to the Sponsor in exchange for cash.

On September 28, 2023,

the Company issued the Working Capital Note 3 in the principal amount of $22,000 to the Sponsor in exchange for cash.

On November 10, 2023,

the Company issued the Working Capital Note 4 in the principal amount of $50,000 to the Sponsor in exchange for cash.

On December 29, 2023,

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

On March 20, 2024, the

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

On June 28, 2024, the

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

On September 30, 2024,

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

On December 30, 2024,

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

The Working Capital Notes are

non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial

business combination unless there are funds available outside the trust account to do so.

Such Working Capital Notes would either be paid

upon consummation of the initial business combination out of the proceeds of the trust account released to the Company or, at the Sponsor’s

discretion, converted, in full or in part, upon consummation of the initial business combination into additional private units at a price

of $10.00 per unit.

On July 30, 2023, the Company issued a promissory

note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for cash.

On August 30, 2023, the Company issued a promissory

note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for cash.

On September 28, 2023, the Company issued a promissory

note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange for cash.

On November 10, 2023, the Company issued a promissory

note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange for cash.

On December 29, 2023, the Company issued a promissory

note (the “Working Capital Note 5”) and together with Working Capital Note 1,2 3,4 and 5, the “Working Capital Notes”)

in the principal amount of $15,000 to the Sponsor in exchange for cash.

As of December 31, 2023 and 2022, there were $2,296,371

and $1,545,537, respectively, outstanding under the Promissory Notes.

As of December 31, 2023 and 2022, there were $549,100

and $0, respectively, outstanding under the Working Capital Notes.

If any of our officers or directors becomes aware

of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations,

he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity, subject to their fiduciary

duties under Delaware law.

We may, at our option, pursue an affiliated joint acquisition opportunity with an entity to which an officer

or director has a fiduciary or contractual obligation.

No compensation of any

kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors, or their respective

affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these

individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as

identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will

review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working

Capital Notes series not to exceed $2.5 million.

The conversion feature was

analyzed under ASC 470-20, the Promissory Notes did not include any premium or discounts.

The conversion option did not include elements

that would require bifurcation under ASC 815-40.

The convertible note payable and conversion feature does not meet the requirements

for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480.

In this case,

the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within

the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails

the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency

is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15,

meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition

of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded

conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

As of December 31, 2024 and

2023, respectively, the balances outstanding under the Working Capital Notes were $1,740,966 and $549,100 reported in Working capital

loans – related party in the accompanying consolidated balance sheets.

The Company did not repay any aggregate principal amount

of the Working Capital Notes during the fiscal year ended December 30, 2024 or the fiscal year ended December 31, 2023.

Convertible Promissory Notes — Related

On September 30, 2022,

the Company issued the First Extension Note in the principal amount of $772,769 to the Sponsor in connection with the extension of

the period in which WTMA had to complete an initial business combination under the Existing Charter.

The First Extension Note bears no

interest and shall be payable upon the earlier to occur of (i) the consummation of the Company’s initial business combination

out of the proceeds of the trust account released to the Company, or (ii) at the Sponsor’s discretion, the Conversion.

On December 30, 2022,

the Company issued the Second Extension Note in the principal amount of $772,769 to the Sponsor in connection with the extension

of the period in which WTMA has to complete an initial business combination under the Existing Charter.

The Second Extension Note bears

no interest and shall be payable upon the earlier to occur of (i) the consummation of the Company’s initial business combination

out of the proceeds of the trust account released to the Company, or (ii) at the Sponsor’s discretion, the Conversion.

On each of March 30, 2023,

April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory

notes to the Sponsor in connection with the extension of the period in which WTMA has to complete an initial business combination under

the Existing Charter in the principal amount of $125,000 for each note.

The Convertible Extension Notes bear no interest and shall

be payable upon the earlier to occur of (i) the consummation of the Company’s initial business combination out of the proceeds

of the trust account released to the Company, or (ii) at the Sponsor’s discretion, the Conversion.

The Convertible Extension Notes

would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, convertible

into private units of the post-business combination entity at a price of $10.00 per unit.

The conversion feature was analyzed

under ASC 470-20, and the Promissory Notes did not include any premium or discounts.

The conversion option did not include elements

that would require bifurcation under ASC 815-40.

The convertible note payable and conversion feature does not meet the requirements

for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480.

In this case,

the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within

the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails

the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency

is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15,

meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition

of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded

conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

both December 31, 2024 and 2023, there was an aggregate of 2,296,371, outstanding under the Convertible Promissory Notes reported in

Convertible promissory notes – related party in the accompanying consolidated balance sheets.

The Company did not repay any aggregate

principal amount of the Convertible Extension Notes during the fiscal year end December 31, 2024 or the fiscal year ended December 31,

2023, respectively.

on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative

support services.

the year ended December 31, 2024, $120,000, has been expensed related to the agreement and are included in general and administrative

expenses in the accompanying consolidated statements of operations.

For the year ended December 31, 2023, $120,000, has been expensed

related to the agreement and are included in general and administrative expenses in the accompanying consolidated statements of operations,

of $6,000 paid during the year.

As of December 31, 2024 and 2023, respectively, $120,000 and $114,000 is included in due to affiliates

in the accompanying consolidated balance sheets.

Relationships

any of WTMA’s officers or directors become aware of a business combination opportunity which is suitable for an entity to which

he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity, subject to their fiduciary duties under Delaware law.

WTMA may, at its option, pursue an

affiliated joint acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

the closing of the Business Combination, members of WTMA’s management team who remain with New EM may be paid consulting, management

or other fees from New EM with any and all amounts being fully disclosed to its stockholders, to the extent then known, in the proxy

solicitation or tender of materials, as applicable, furnished to its stockholders.

Material Interests Relating to the Business Combination

compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors, or their

respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on WTMA’s behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

WTMA’s audit committee

will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine

which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket

expenses incurred by such persons in connection with activities on our behalf.

All ongoing and future transactions

between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable

to us than are available from unaffiliated third parties.

Such transactions will require prior approval by our audit committee and a majority

of our uninterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine

that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction

from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires

us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except

under guidelines approved by the board of directors (or the audit committee).

Related party transactions are defined as transactions in

which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries

is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner

of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct

or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her

work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper

personal benefits as a result of his or her position.

We also require each of our

directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on WTMA’s behalf.

Policies and Procedures for Related Party Transactions

code of ethics requires it to avoid, whenever possible, all related party transactions that could result in actual or potential conflicts

of interests, except under guidelines approved by the WTMA Board (or the audit committee).

Related-party transactions are defined

as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) WTMA

or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director,

(b) greater than 5% beneficial owner of WTMA Common Stock, or (c) immediate family member, of the persons referred to in clauses

(a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less

than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests

that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person,

or a member of his or her family, receives improper personal benefits as a result of his or her position.

WTMA also requires each of

its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about

related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize conflicts

of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our insiders,

officers or directors unless we have obtained an opinion from an independent investment banking firm and the approval of a majority of

our disinterested and independent directors (if we have any at that time) that the business combination is fair to our unaffiliated stockholders

from a financial point of view.

In no event will our insiders, or any of the members of our management team be paid any finder’s

fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of

our initial business combination (regardless of the type of transaction that it is).

Director Independence

Nasdaq listing standards

require that within one year of the listing of our securities on the Nasdaq Global Market we have at least three independent directors

and that a majority of our board of directors be independent.

An “independent director” is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the

company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities

of a director.

Our Board of Directors has determined that Ms.

These procedures are intended to determine whether any such related party transaction impairs the independence

of a director or presents a conflict of interest on the part of a director, employee or officer.

listing rules require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent

directors and that a majority of our board of directors be independent.

An “independent director” is defined generally as

a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in

the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in

carrying out the responsibilities of a director.

The WTMA Board has determined that Mr.

Oggenfuss and Mr.

Switaj are each an “independent director”

as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which

only independent directors are present.

We will only enter into a

business combination if it is approved by a majority of our independent directors.

Additionally, we will only enter into transactions

with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from

independent parties.

Any related-party transactions must be approved by our audit committee and a majority of disinterested directors.

Principal Accountant Fees

and Services.

The following is a summary

of fees paid or to be paid to UHY LLP, for services rendered.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by UHY in connection with regulatory filings.

The aggregate fees of UHY for professional services rendered for the audit of our

annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required

filings with the SEC for the year ended December 31, 2023 and 2022 totaled approximately $77,027 and $174,427, respectively.

The aggregate

fees of UHY related to audit services in connection with our initial public offering for December 31, 2023 and 2022 totaled approximately

$0 and $76,977, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or

review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the year ended

December 31, 2023 and 2022 we did not pay UHY any audit-related fees.

pay UHY for tax services, planning or advice for the year ended December 31, 2023 and 2022.

Rockett are each

an “independent director” as defined in the Nasdaq listing rules and applicable SEC rules.

Our independent directors will

have regularly scheduled meetings at which only independent directors are present.

Company will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable

to us than could be obtained from independent parties.

Any related-party transactions must be approved by our audit committee and a majority

of disinterested directors.

Principal Accountant Fees and Services.

following is a summary of fees paid or to be paid to UHY LLP, for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services

that are normally provided by UHY in connection with regulatory filings.

The aggregate fees of UHY for professional services rendered

for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods

and other required filings with the SEC for the year ended December 31, 2024 and 2023 totaled approximately $111,588 and $77,027, respectively.

The aggregate fees of UHY related to audit services in connection with our initial public offering for December 31, 2024 and 2023 totaled

approximately $0 and $0, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee

Audit-Related

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of

the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

year ended December 31, 2024 and 2023 we did not pay UHY any audit-related fees.

We did not pay UHY for tax services, planning or advice for the year ended December 31, 2024 and 2023.

We paid UHY $0 and $28,188 for any other services for the year ended December 31, 2024 and 2023, respectively.

Pre-Approval Policy

Our audit committee was formed

in connection with the effectiveness of our registration statement for our initial public offering.

As a result, the audit committee did

not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved

by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof

(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee

prior to the completion of the audit).

Exhibit and Financial Statement

(a) The following documents

are filed as part of this Form 10-K:

(1) Consolidated Financial

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL

audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering.

the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit

committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit

committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are

approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Report:

Consolidated Financial Statements

TECHNOLOGY METALS ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Number 1195 ) F-2

5 unchanged sentences

Notes to Consolidated Financial Statements F-7 to F-28

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Welsbach Technology Metals Acquisition Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Welsbach Technology Metals Acquisition Corp.

(the “Company”) as of December 31, 2023 and 2022, and the related

consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period

ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity

with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Technology Metals Acquisition Corp.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Welsbach Technology Metals Acquisition Corp.

(the “Company”)

as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and

cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated

financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years

in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has no revenue, its business plan is dependent on future financing and

the completion of the initial business combination, and the Company’s cash and working capital as of December 31, 2024 are not

sufficient to complete its planned activities for the upcoming year.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has no revenue, its business plan is dependent on future financing and the completion of the initial business combination,

and the Company’s cash and working capital as of December 31, 2023 are not sufficient to complete its planned activities for the

upcoming year.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

evaluation of the events, conditions and plans regarding these matters are also described in Note 1 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion

is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Management’s evaluation of the events, conditions and plans regarding these matters are

also described in Note 1 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty, and our opinion is not modified with respect to that matter.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s

auditor since 2021.

New York, New York

April 16, 2024

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

York, New York

TECHNOLOGY METALS ACQUISITION CORP.

BALANCE SHEETS

Current assets

Prepaid expenses and other assets

Total current assets

expenses and other assets

current assets

Restricted cash

Cash and investment held in Trust Account

LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

and investment held in Trust Account

LIABILITIES, REDEEMABLE

COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable

and accrued expenses

Due to affiliates

2 unchanged sentences

Excise tax payable

Convertible promissory notes and working capital loans – related party

Total current liabilities

Deferred underwriting fee payable

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (NOTE 6)

and interest and penalties

Convertible promissory

notes – related party

capital loans – related party

current liabilities

underwriting fee payable

COMMITMENTS AND CONTINGENCIES

REDEEMABLE COMMON STOCK

Common Stock subject to possible redemption, $ 0.0001 par value, 2,172,851 and 7,727,686 shares at redemption value of $ 10.98 and $ 10.29 per share at December 31, 2023 and 2022, respectively

Common Stock subject to possible redemption, $ 0.0001 par value, 1,082,789 shares at redemption value of $ 11.22 per share at December 31, 2024 and 2,172,851 shares at redemption value of $ 10.98 at December 31, 2023, respectively

STOCKHOLDERS’ DEFICIT

5 unchanged sentences

100,000,000 shares authorized;

2,283,976 shares issued and outstanding at December 31, 2023 and 2022, respectively (excluding 2,172,851 and 7,727,686 shares at December 31, 2023 and 2022, respectively, subject to redemption)

Accumulated deficit

2,283,976 shares issued and outstanding at December 31, 2024 and 2023, respectively (excluding 1,082,789 shares at December 31, 2024 and 2,172,851 shares at December 31, 2023 subject to redemption)

Additional Paid in

( 10,802,493 )

( 9,266,105 )

TOTAL STOCKHOLDERS’ DEFICIT

STOCKHOLDERS’ DEFICIT

( 10,802,265 )

( 9,265,877 )

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

The accompanying notes are

an integral part of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF

For the Year Ended December 31,

LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

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

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the Year Ended

Operating expenses

7 unchanged sentences

Loss before provision for income taxes

( 2,210,031 )

Provision for income taxes

4 unchanged sentences

Basic and diluted net loss per share of common stock - no redemption feature

The accompanying notes are

an integral part of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER

31, 2023 AND 2022

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

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2024 AND 2023

Stockholders’

Balance, January 1, 2022 (1)

$ ( 1,232,073 )

$ ( 1,231,823 )

Sale of private placement units to the sponsor

Proceeds from the exercise of over-allotment option allocated to public rights (net of offering costs)

Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full

Accretion for redeemable common stock to redemption value

( 2,317,072 )

( 2,435,776 )

( 2,390,719 )

December 31, 2022

( 5,939,864 )

Balance, December 31, 2022

( 5,939,636 )

for redeemable common stock to redemption value

( 2,688,399 )

Accretion for redeemable common stock to redemption value

( 2,688,399 )

tax on redemption of Class A common stock

December 31, 2023

$ ( 9,266,105 )

Excise tax on redemption of Class A common stock

Balance, December 31, 2023

$ ( 9,265,877 )

for redeemable common stock to redemption value

tax on redemption of Class A common stock

December 31, 2024

$ ( 10,802,493 )

(1) At December 31, 2021, included

up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

(see Note 5).

The accompanying notes are

an integral part of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF

For the Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 10,802,265 )

Adjustments to reconcile net loss to net cash used in operating activities:

Income on investments held in Trust Account

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

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

the Year Ended

CASH FLOWS FROM OPERATING

$ ( 899,927 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Income on investments

held in Trust Account

( 2,168,659 )

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Interest and penalties

on excise tax payable

Changes in operating

assets and liabilities:

Prepaid expenses and

Due to affiliates

Accounts payable

Accounts payable and

accrued expenses

Franchise tax payable

Income taxes payable

NET CASH USED IN OPERATING ACTIVITIES

taxes payable

CASH USED IN OPERATING ACTIVITIES

( 1,459,263 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash deposited to Trust Account

( 1,347,387 )

Notes receivable - related party

Repayment of notes receivable - related party

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay franchise and income taxes

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

CASH FLOWS FROM INVESTING

Cash deposited to

Trust Account

Notes receivable -

related party

Repayment of notes

receivable - related party

Cash withdrawn from

Trust Account in connection with redemption

Cash withdrawn from

Trust Account to pay franchise and income taxes

NET CASH PROVIDED

BY INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES

Proceeds from convertible

promissory note - related party

Redemption of common

stock - due to shareholders

( 12,219,791 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of over-allotment option

Proceeds from sale of private units to sponsor

Proceeds from convertible promissory note - related party

Redemption of common stock - due to shareholders

( 58,351,987 )

Payment of offering costs

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

Proceeds from working

capital loans - related party

NET CASH USED IN

FINANCING ACTIVITIES

( 11,027,925 )

NET CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

( 57,052,053 )

NET CHANGE IN CASH AND RESTRICTED

AND RESTRICTED CASH, BEGINNING OF PERIOD

AND RESTRICTED CASH, END OF PERIOD

CASH AND RESTRICTED CASH,

END OF PERIOD

Restricted cash

CASH AND RESTRICTED CASH, END OF PERIOD

CASH AND RESTRICTED

CASH, END OF PERIOD

Supplemental cash flow information:

Cash paid during the year for:

Franchise tax

Supplemental disclosure on noncash activities:

Deferred underwriting commission payable

Excise tax on redemption of Class A common stock

Accretion for redeemable common stock to redemption value

The accompanying notes are

an integral part of these consolidated financial statements.

Note 1 — Description of Organization

and Business Operations and Liquidity

Welsbach Technology Metals

Acquisition Corp.

(the “Company”) was incorporated in Delaware on May 27, 2021.

The Company is a blank check company formed

for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is not limited

to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary,

WTMA Merger Subsidiary Corp., a direct wholly owned subsidiary of the Company incorporated in the state of Delaware on October 19, 2022.

Cash paid during the

Supplemental disclosure

on non-cash activities:

Deferred underwriting

commission payable

Excise tax on redemption

of Class A common stock

Accretion for redeemable

common stock to redemption value

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

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

1 — Description of Organization and Business Operations and Liquidity

Technology Metals Acquisition Corp.

(the “Company” or “WTMA”) was incorporated in Delaware on May 27, 2021 .

Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,

recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

Company has one subsidiary, WTMA Merger Subsidiary Corp.

(the “Merger Sub”), a direct wholly owned subsidiary of the Company

incorporated in the state of Delaware on October 19, 2022.

As of December 31, 2024, the subsidiary had no activity.

As of December 31, 2023,

the Company had not commenced any operations.

All activity through December 31, 2023, relates to the Company’s formation and Initial

Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO.

of December 31, 2024, the Company had not commenced any operations.

All activity through December 31, 2024, relates to the Company’s

formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective

Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company generates non-operating income in the form of interest income earned on cash and investments from the proceeds

derived from the IPO.

The registration statement for the Company’s IPO was declared effective on December 27, 2021.

On December 30, 2021, the Company

consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public Shares”)

and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public Rights”),

at $ 10.00 per Unit generating gross proceeds of $ 75,000,000 , which is discussed in Note 3.

The Company has selected December 31 as its

fiscal year end.

Simultaneously with the closing

of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of

$ 10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”)

generating gross proceeds of $ 3,475,000 , which is described in Note 4.

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters partially exercised

the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment Units”), generating

gross proceeds of $ 2,276,860 .

Upon the closing of the over-allotment

on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $ 10.00 per Private

Placement Unit, generating gross proceeds of $ 45,540 .

As of January 14, 2022, a total of $ 77,276,860 of the net proceeds from the IPO

(including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account (defined below).

the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders (as defined

below) have been forfeited for no consideration.

Offering costs for the IPO

and underwriters’ partial exercise of the over-allotment option amounted to $ 4,788,446 , consisting of $ 1,545,537 of underwriting

fees, $ 2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 538,219 of other costs.

As described in Note 6, the $ 2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination,

subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting Agreement”).

Following the closing

of the IPO, $ 75,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units

was placed in a trust account (“Trust Account”).

30, 2021, the Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the

“Public Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination

(the “Public Rights”), at $ 10.00 per Unit generating gross proceeds of $ 75,000,000 , which is discussed in Note 3.

has selected December 31 as its fiscal year end.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”)

at a price of $ 10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings

LLC (the “Sponsor”) generating gross proceeds of $ 3,475,000 , which is described in Note 4.

Company granted the underwriters a 45 -day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022,

the underwriters partially exercised the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment

Units”), generating gross proceeds of $ 2,276,860 .

the closing of the over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement

Units at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 45,540 .

As of January 14, 2022, a total of $ 77,276,860

of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units has been placed in the

Trust Account (defined below).

As the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by

the Initial Stockholders (as defined below) have been forfeited for no consideration.

costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $ 4,788,446 , consisting of $ 1,545,537

of underwriting fees, $ 2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 538,219

of other costs.

As described in Note 6, the $ 2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a

Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting

the closing of the IPO, $ 75,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement

Units was placed in a trust account (“Trust Account”).

The amounts placed in the Trust Account will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the

“Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself

out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of

the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and

(ii) the distribution of the Trust Account, as described below.

On November 8, 2023, to mitigate the risk of the Company being

deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of

the Investment Company Act), the Company liquidated the U.S.

government treasury obligations held in the Trust Account and placed

all funds in the Trust Account in an interest-bearing deposit account.

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial

Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account excluding the amounts

due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement

to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance

the Company will be able to successfully effect a Business Combination.

The Company will provide

the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of

their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve

the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of

a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus

any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares

contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation,

if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain

amendments to the Company’s amended and restated certificate of incorporation.

In accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”

(“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject

to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments

(i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the

allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.

The Public Shares are

subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i)

accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the

instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market

fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust

Account, as described below.

On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered

investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated

government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest-bearing deposit

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the

Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a

Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

There is no assurance the Company will be able to successfully effect a Business Combination.

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

of the Public Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities

from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require

common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other

freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary

equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.

The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has

the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it

becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize

changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value

at the end of each reporting period.

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the Company’s net tangible

assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the consolidated balance sheets until

such date that a redemption event takes place.

Redemptions of the

Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an

agreement relating to the Company’s Business Combination.

If the Company seeks stockholder approval of the Business

Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the

Business Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by

applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or

other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer

rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a

Business Combination.

If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing

requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as

defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of

whether they vote for or against the proposed transaction.

Notwithstanding the foregoing,

the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person

with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate

of 20.0 % or more of the Public Shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor,

officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment

to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 % of its

Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity

to redeem their shares of Common Stock in conjunction with any such amendment.

The Company initially had

until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s IPO, and further

extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business

Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the

trust agreement.

The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released

to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by

the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

While redemptions cannot cause the

Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the consolidated

balance sheets until such date that a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to the Company’s Business Combination.

If the Company seeks stockholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,

or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by applicable law or stock exchange

listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant

to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission

(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder

approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder

approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to

the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination,

the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor

of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and

if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or

any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 20.0 % or more of the Public Shares sold in the IPO, without the prior consent of the Company.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed

not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation

to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders

with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment.

Company initially had until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s

IPO, and further extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate

a Business Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation

and the trust agreement.

The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

2 unchanged sentences

of creditors and the requirements of other applicable law.

The period of time for the

Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period

of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $ 772,769 into the Trust Account on September 27, 2022 in

accordance with the Company’s amended and restated certificate of incorporation.

Subsequently, the period of time for the Company

to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months

from December 30, 2022 to March 30, 2023 upon the deposit of $ 772,769 into the Trust Account on December 23, 2022.

On March 24, 2023, the Company

held a special meeting of its stockholders.

In connection with the votes to approve the March Extensions (defined below), the stockholders

approved the proposal to amend the Company’s charter by allowing the Company to extend (the “Extension”) the date by

which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March

30, 2023 to up to September 30, 2023, by depositing into the Trust Account $ 125,000 for each additional one month extension (the “Extension

Payment”) in exchange for a non-interest bearing, unsecured promissory note, convertible at the option of the holder, in full or

in part, into units at a price of $ 10.00 per unit, which units will be identical to the private placement units issued in connection with

the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”).

The Company and Continental

Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by and

between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination Period for up to

an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing into the

trust account the Extension Payment each additional one month extension in exchange for an Extension Note.

The period of time for

the Company to complete a business combination under its amended and restated certificate of incorporation has been further extended

for a period of six (6) months from March 30, 2023 to September 30, 2023 upon the deposit of $ 125,000 into the Trust Account on

March 28, 2023, April 27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the

Company’s amended and restated certificate of incorporation.

On March 24, 2023, holders

of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price

of approximately $ 10.40 per share, for an aggregate redemption amount of approximately $ 42.6 million, leaving approximately $ 37.8 million

in the trust account, based on the approximately $ 80.4 million held in the trust account.

The amount due to the redeeming stockholders

was disbursed on April 10, 2023.

On April 10, 2023, $ 42.6

million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders

held on March 24, 2023 in connection with the vote to approve the March Extensions.

On September 11, 2023, the

Company issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials

space (the “Target”) for a potential business combination.

There can be no assurance that a definitive agreement will be entered

into or that the proposed transaction will be consummated.

On September 29, 2023, the

Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “Charter Amendment”)

the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional nine months,

from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination

Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 (the “Trust Amendment” and together

with the Charter Amendment, the “September Extensions”), for no contribution to the trust account.

In connection with the

votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly exercised and did not

reverse, their right to redeem their shares for cash at a redemption price of $ 10.79 per share, for an aggregate redemption amount of

approximately $ 15.7 million.

The amount due to the redeeming stockholders was subsequently disbursed on October 12, 2023.

On October 9, 2023, the Company

received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”)

stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued

listing on Nasdaq.

Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”).

The Notice indicates that the Company has 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”)

to regain compliance with the Rule.

If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar

days from the date of the Notice to evidence compliance.

On November 12, 2023 the Company received an extension to regain compliance with

the Rule on or before April 8, 2024.

As of April 5, 2024, the Company has received e-mail confirmation from Nasdaq that the Total Holder

Requirement deficiency has been cured, followed by a formal confirmation from Nasdaq on April 11, 2024.

On October 16, 2023, the

board of directors (the “Board”) of the Company appointed Mr.

As of June 24, 2024, the Company announced that funds in the Company’s

Trust Account established to hold a portion of the proceeds from the Company’s initial public offering, including any interest

thereon, will not be used, now or in the future, to pay for any dissolution expenses in connection with the liquidation of the Trust

period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been

extended for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $ 772,769 into the Trust Account on

September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation.

Subsequently, the period

of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended

for a period of 3 months from December 30, 2022 to March 30, 2023 upon the deposit of $ 772,769 into the Trust Account on December 23,

March 24, 2023, the Company held a special meeting of its stockholders.

In connection with the votes to approve the March Extensions

(defined below), the stockholders approved the proposal to amend the Company’s charter by allowing the Company to extend (the “Extension”)

the date by which it has to consummate a business combination (the “Combination Period”) for up to an additional six months,

from March 30, 2023 to up to September 30, 2023, by depositing into the Trust Account $ 125,000 for each additional one month extension

(the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note, convertible at the option of

the holder, in full or in part, into units at a price of $ 10.00 per unit, which units will be identical to the private placement units

issued in connection with the initial public offering of the Company’s units and repayable upon closing of a business combination

(the “Extension Note”).

Company and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated

March 24, 2023, by and between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination

Period for up to an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing

into the trust account the Extension Payment each additional one month extension in exchange for an Extension Note.

period of time for the Company to complete a business combination under its amended and restated certificate of incorporation was further

extended for a period of six (6) months from March 30, 2023 to September 30, 2023 upon the deposit of $ 125,000 into the Trust Account

on March 28, 2023, April 27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s

amended and restated certificate of incorporation.

March 24, 2023, holders of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for

cash at a redemption price of approximately $ 10.40 per share, for an aggregate redemption amount of approximately $ 42.6 million, leaving

approximately $ 37.8 million in the trust account, based on the approximately $ 80.4 million held in the trust account.

The amount due

to the redeeming stockholders was disbursed on April 10, 2023.

April 10, 2023, $ 42.6 million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s

stockholders held on March 24, 2023 in connection with the vote to approve the March Extensions.

September 11, 2023, the Company issued a press release to announce that it had entered into a non-binding letter of intent with a target

in the critical materials space (the “Target”) for a potential business combination.

There can be no assurance that a definitive

agreement will be entered into or that the proposed transaction will be consummated.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

September 29, 2023, the Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “September

Charter Amendment”) the Company’s charter by allowing the Company to extend the Combination Period with a target for up to

an additional nine months, from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company

to extend the Combination Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 (the “September

Trust Amendment” and together with the September Charter Amendment, the “September Extensions”), for no contribution

to the trust account.

In connection with the votes to approve the September Extensions, the holders of 1,456,871 shares of common stock

of the Company properly exercised and did not reverse, their right to redeem their shares for cash at a redemption price of $ 10.79 per

share, for an aggregate redemption amount of approximately $ 15.7 million.

The amount due to the redeeming stockholders was subsequently

disbursed on October 12, 2023.

October 9, 2023, the Company received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq

Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2)

(the “Rule”) for continued listing on Nasdaq.

Under the Rule, the Company is required to maintain at least 400 total holders

(the “Total Holder Requirement”).

The Notice indicates that the Company has 45 calendar days (the “Deadline”)

to submit a plan (the “Compliance Plan”) to regain compliance with the Rule.

If Nasdaq accepts the Compliance Plan, Nasdaq

can grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance.

On November 12, 2023

the Company received an extension to regain compliance with the Rule on or before April 8, 2024.

As of April 5, 2024, the Company has

received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency has been cured, followed by a formal confirmation

from Nasdaq on April 11, 2024.

October 16, 2023, the board of directors (the “Board”) of the Company appointed Mr.

Andrew Switaj and Mr.

Dominik Michael Oggenfuss (each, a “New

Director”) as directors of the Company (the “Appointment”), effective immediately.

In connection with the Appointment,

the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity Agreements”).

Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023.

On November 8, 2023, to mitigate

the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test

of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S.

government treasury obligations held in the Trust

Account and placed all funds in the Trust Account in an interest-bearing deposit account.

The Initial Stockholders

have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination

within the Combination Period.

However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete

Dominik Michael

Oggenfuss (each, a “New Director”) as directors of the Company (the “Appointment”), effective immediately.

connection with the Appointment, the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity

Agreements”).

The Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023.

November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including

under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S.

government treasury obligations

held in the Trust Account and placed all funds in the Trust Account in an interest-bearing deposit account.

January 25, 2024, the Company issued a press release to announce that it had entered into a non-binding letter of intent with a target

in the critical materials space (the “Target”) for a potential business combination.

There can be no assurance that a definitive

agreement will be entered into or that the proposed transaction will be consummated.

March 18, 2024, Ms.

Emily King resigned from her position as director, and a member of the Audit Committee and Compensation Committee

of the Board of Directors of the Company, effective immediately March 18, 2024 and Mr.

Andrew Switaj resigned from his position as director,

and a member of the Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March

King’s nor Mr.

Switaj’s resignation is a result of any disagreement with the Company on any matter

related to the operations, policies, or practices of the Company.

March 22, 2024, the Company issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals

LLC, a Delaware company (“EM”) for a potential business combination.

April 1, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,

the Merger Sub, and EM.

Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and

the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to

be merged with and into EM, with EM being the surviving corporation in the Merger.

The Merger shall be consummated in accordance with

the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”),

executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”),.

Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the

Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned

subsidiary of the Company.

The Company will immediately be renamed Evolution Metals & Technologies Corp.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

April 5, 2024, the Company received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency had been cured, followed

by a formal confirmation from Nasdaq on April 11, 2024.

April 18, 2024, the Company moved its principal office address to 4422 N.

Ravenswood Ave #1025, Chicago, Illinois 60640.

also changed its telephone number to 251-280-1980.

June 17, 2024, the Company received a letter from the Nasdaq stating that the Company no longer complies with Nasdaq’s independent

director, audit committee, and compensation committee requirements as set forth in Listing Rule 5605 due to the resignations of Ms.

Andrew Switaj from the Company’s board, audit committee, and compensation committee on March 18, 2024.

Since the Notice,

on July 12, 2024, the Company has appointed Matthew Rockett to serve as an independent director, member of the audit committee, and chair

of the compensation committee.

On July 19, 2024, the Company has also appointed Justin Werner to serve as independent director, member

of the audit committee, and member of the compensation committee.

These appointments would resolve the Company’s compliance with

Nasdaq’s independent director, audit committee, and compensation committee requirements as set forth in Listing Rule 5605.

June 28, 2024, the Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “June

Charter Amendment”) the Company’s charter by allowing the Company to extend the Combination Period with a target for up to

an additional twelve months, from June 30, 2024, to up to June 30, 2025 and proposal to amend the Trust Agreement, allowing the Company

to extend the Combination Period for up to an additional twelve months, from June 30, 2024, to up to June 30, 2025 (the “June Trust

Amendment” and together with the June Charter Amendment, the “June Extensions”).

In connection with the votes to approve

the June Extension, the holders of 1,090,062 shares of common stock of the Company properly exercised, and as of the date hereof have

not reversed, their right to redeem their shares for cash at a redemption price of approximately $ 11.21 per share, for an aggregate redemption

amount of approximately $ 12.22 million.

The amount due to the redeeming stockholders was subsequently disbursed on August 2, 2024.

Sponsor and the Company have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”)

on substantially the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company

at the Special Stockholder Meeting.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to cause

MergeCo to issue to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial

business combination if they continue to hold such Non-Redeemed Shares through the Special Stockholder Meeting.

July 12, 2024, the Board of the Company appointed Mr.

Matthew Rockett (“New Director”) as a director of the Company (the

“Appointment”), effectively immediately.

connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity

The Company and New Director consented to and executed the Indemnity Agreement on July 12, 2024.

exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with

the New Director (the “Share Compensation Agreement”).

The Company and New Director consented to and executed the Share Compensation

Agreement on July 12, 2024, whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities

shall be subject to the conditions that (i) the Initial Business Combination is consummated;

and (ii) New Director (or his/her Permitted

Transferees (as such term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the

Company, the Sponsor, the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company,

as escrow agent (as it exists on the date hereof, the “Escrow Agreement”)).

the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no

later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to New Director (or

his/her Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions

on transfer imposed by the securities laws.

The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to New

Director (or his/her Permitted Transferees) in accordance with the foregoing.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

July 19, 2024, the Board of the Company appointed Mr.

Justin Werner (“New Director”) as a director of the Company (the “Appointment”),

effectively immediately.

connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity

The Company and New Director consented to and executed the Indemnity Agreement on July 19, 2024.

exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with

the New Director (the “Share Compensation Agreement”).

The Company and New Director consented to and executed the Share Compensation

Agreement on July 19, 2024, whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities

shall be subject to the conditions that (i) the Initial Business Combination is consummated;

and (ii) New Director (or his/her Permitted

Transferees (as such term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the

Company, the Sponsor, the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company,

as escrow agent (as it exists on the date hereof, the “Escrow Agreement”)).

the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no

later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to Director (or his/her

Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on

transfer imposed by the securities laws.

The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to Director

(or his/her Permitted Transferees) in accordance with the foregoing.

a result of the appointment of Mr.

Matthew Rockett and Mr.

Justin Werner, on August 1, 2024, the Company received a letter from Nasdaq

determining that the Company has now complies with the independent director, audit committee, or compensation committee requirements

for continued listing on the Nasdaq Global Market as set forth in Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2).

December 31, 2024, the Company received a letter (the “Notice”) from the Nasdaq stating that the Company no longer complied

with the requirements of IM-5101-2 (the “Rule”) for continued listing on Nasdaq.

Under the Rule, the Company is required

to complete its initial business combination within 36 months of the effectiveness of the Company’s initial public offering registration

statement, or by December 27, 2024, which the Company failed to do.

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to its deferred underwriting

fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period,

and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available

for distribution (including Trust Account assets) will be only $ 10.00 per shares held in the Trust Account.

In order to protect the amounts

held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services

rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction

agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party

who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims

under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed

to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective

target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Our results of operations

and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty

and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by, among other things,

downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply

chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and

the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East.

this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may

negatively impact our business and our ability to complete an initial Business Combination.

On August 16, 2022, the Inflation

Reduction Act of 2022 (the “IR Act”) was signed into federal law.

However, if the Initial Stockholders should acquire Public Shares in or after the

Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights

to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per shares held in the

Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to

the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which

the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will

not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or

to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have

to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s

independent registered public accounting firm), prospective target businesses or other entities with which the Company does business,

execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

and Uncertainties

results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could

cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted

by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in

interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic,

including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the

We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the

extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

August 16, 2022, the IR Act was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

federal 1 % Excise Tax

on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries

of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation

itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value

of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other

repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be

subject to the excise tax.

domestic subsidiaries of publicly traded

foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its

shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased

at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the

fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given

authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination,

(iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or

otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination)

and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by

the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s

ability to complete a Business Combination.

On March 24, 2023 and September

29, 2023, the Company’s stockholders redeemed 4,097,964 and 1,456,871 Common shares for a total of $ 42,636,600 and $ 15,715,387 ,

respectively.

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)

the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection

with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and

other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder,

the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available

on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise

These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023

to December 31, 2023 would be October 31, 2024.

The Company is currently evaluating its options with respect to this obligation.

amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10 %

interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that

is unpaid from November 1, 2024 until paid in full.

On October 15, 2024, the Company has filed an excise tax return for the year ended

December 31, 2023.

As of the date of filing of these financial statements, the Company has not yet paid the amount due.

The Company recognized

a total of $ 13,509 in interest and penalties through December 31, 2024.

the year ended December 31, 2024, the Company’s stockholders redeemed 1,090,062 common shares for a total of $ 12,219,791 .

year ended December 31, 2023, the Company’s stockholders redeemed an aggregate 5,554,835 common shares for a total of $ 58,351,987 .

The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”.

ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset

or the incurrence of a liability can range from probable to remote.

A contingent liability must be reviewed at each reporting period to

determine appropriate treatment.

ASC 450 states

that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence

of a liability can range from probable to remote.

A contingent liability must be reviewed at each reporting period to determine appropriate

The excise tax is determined at year end based on events that occurred during the year.

The excise tax

is representative of a contingent liability that is probable of occurring due to the extension to June 30, 2024, past the end of the Company’s

current year reporting period.

The Company would be required to record a liability in the amount of the excise tax liability which would

be calculated as 1 % of the shares redeemed during the reporting period.

This position would be reviewed at the end of each reporting period

for any change in fact.

If the SPAC were to completely liquidates and dissolves (within the meaning of § 1.331-1(d)(1)(ii)) during

a taxable year (that is, has a final distribution in complete liquidation to which § 331 applies during that taxable year), no distribution

The excise tax is representative of

a contingent liability that is probable of occurring due to the extension to June 30, 2025, past the end of the Company’s current

year reporting period.

The Company would be required to record a liability in the amount of the excise tax liability which would be calculated

as 1 % of the shares redeemed during the reporting period.

This position would be reviewed at the end of each reporting period for any

change in fact.

If the SPAC were to completely liquidates and dissolves (within the meaning of § 1.331-1(d)(1)(ii)) during a taxable

year (that is, has a final distribution in complete liquidation to which § 331 applies during that taxable year), no distribution

by that covered corporation or covered surrogate foreign corporation during that taxable year is a repurchase.

such the Company has recorded a 1 % excise tax liability in the amount of $ 583,520 on the Company’s consolidated balance sheets as

of December 31, 2023.

The liability does not impact the Company’s consolidated statements of operations and is offset against additional

paid-in capital or accumulated deficit if additional paid-in capital is not available.

Going Concern, Liquidity

and Capital Resources

As of December 31, 2023,

the Company had operating cash of $ 6,760 , restricted cash of $ 161,449 (excess permitted withdrawal), and a working capital deficit of

$ 6,641,187 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition

The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination

If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is

considered to be one year from the issuance date of the consolidated financial statements.

Until the consummation of

a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying

and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and

from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements

of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating

a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate

its business prior to a Business Combination.

The Company will need to

raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if

As a result of the

above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting

Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a

Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise

substantial doubt about the Company’s ability to continue as a going concern through June 30, 2024, the scheduled liquidation

date of the Company if it does not complete a Business Combination prior to such date.

Management may raise additional capital

through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties to meet the

Company’s working capital needs and to complete a Business Combination before the mandatory liquidation date.

The Company may

not be able to obtain additional financing.

The Company cannot provide any assurance that new financing will be available to it on

commercially acceptable terms, if at all.

The Company intends to complete a Business Combination before the mandatory liquidation

However, there can be no assurance that the Company will be able to consummate any Business Combination by June 30, 2024.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the

classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

consolidated financial statements do not include any adjustments that might result from its inability to consummate a Business

Combination or its inability to continue as a going concern.

Note 2 — Summary of Significant Accounting

Basis of Presentation

The accompanying consolidated

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

Emerging Growth Company

The Company is an emerging

growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging

growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an

emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

such the Company has recorded a 1 % excise tax liability in the amount of $ 719,090 (inclusive of penalties and interest) and $ 583,520

on the Company’s consolidated balance sheets as of December 31, 2024 and 2023, respectively.

The liability does not impact the

Company’s consolidated statements of operations and is offset against additional paid-in capital or accumulated deficit if additional

paid-in capital is not available.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Concern, Liquidity and Capital Resources

of December 31, 2024, the Company had operating cash of $ 1,185 , and a working capital deficit of $ 8,210,221 .

Further, the Company has

incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company has no revenue,

and its business plan is dependent on the completion of a Business Combination within the Combination Period.

If the Company is unable

to compete a Business Combination within the Combination Period, it must liquidate.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the

issuance date of the consolidated financial statements.

the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts

payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,

traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material

agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the

business combination.

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence,

and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available

to operate its business prior to a Business Combination.

Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors,

or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time

to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending

the pursuit of a Business Combination.

The Company cannot provide any assurance that new financing will be available to it on commercially

acceptable terms, if at all.

a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise

substantial doubt about the Company’s ability to continue as a going concern through June 30, 2025, the scheduled liquidation date

of the Company if it does not complete a Business Combination prior to such date.

Management may raise additional capital through loans

or additional investments from its Sponsor, stockholders, officers, directors, or third parties to meet the Company’s working capital

needs and to complete a Business Combination before the mandatory liquidation date.

The Company may not be able to obtain additional

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

The Company intends to complete a Business Combination before the mandatory liquidation date.

However, there can be no assurance

that the Company will be able to consummate any Business Combination by June 30, 2025.

These consolidated financial statements do not

include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary

should the Company be unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that

might result from its inability to consummate a Business Combination or its inability to continue as a going concern.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

2 — Summary of Significant Accounting Policies

of Presentation

accompanying consolidated financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and

regulations of the SEC.

Reclassification

of prior year presentation

prior year amounts have been reclassified for consistency with the current year presentation.

Specifically, Convertible promissory notes

– related party and Working capital loans – related party are now presented as a separate line items on the consolidated

balance sheets and was previously combined and presented as Convertible promissory notes and working capital loans – related party.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the consolidated financial statements.

Making estimates requires management to exercise significant judgment.

Such estimates may be subject to change as more current

information becomes available and accordingly the actual results could differ significantly from those estimates.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated

financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future

confirming events.

Such estimates

may be subject to change as more current information becomes available and accordingly the actual results could differ significantly

from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have

any cash equivalents as of December 31, 2023 and 2022.

Restricted Cash

As of December 31, 2023,

the Company had withdrawn $ 58,351,987 from Trust Account in connection with redemptions.

For the year ended December 31, 2022, the Company

had withdrawn $ 298,414 from the trust account for the purpose of paying the Company’s franchise and income taxes.

In the fourth

quarter of 2022, the Company partially used the amount to pay $ 85,232 of franchise taxes.

The balance of $ 213,182 was recorded by the

Company as an excess permitted withdrawal from the Company’s trust account and as restricted cash, to be utilized to pay outstanding

franchise and income taxes.

In connection with the issuance of the Extension Note on July 30, 2023, the Company’s independent directors

were informed that certain amounts of restricted cash had been used to make payments to vendors for services provided to the Company,

and were advanced to the Sponsor in order for the Sponsor to have sufficient liquidity to fund the Extension Note previously announced

by the Company on the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2023, resulting in an aggregate

restricted cash deficiency of $ 142,851 as of June 30, 2023.

As of August 1, 2023, the proceeds of the Working Capital Note dated July

30, 2023, which have been funded by the Sponsor, were sufficient to replenish the Company’s restricted cash level to $ 213,182 .

Through December 31, 2023,

the Company has withdrawn a total of $ 741,013 from the Trust Account for taxes of which $ 579,564 was already utilized to pay for franchise

and income taxes.

of December 31, 2023 and 2022, there are restricted cash balances of $ 161,449 and $ 213,182 , respectively, which will be utilized to pay

the outstanding franchise and income taxes.

Investment Held in

Trust Account

At December 31, 2023, substantially

all of the assets held in Trust Account were held in cash.

At December 31, 2022, substantially all of the assets held in Trust Account

were held in mutual funds which are invested primarily in U.S.

Treasury securities.

The Company’s investments held in the Trust

Account are classified as trading securities.

Trading securities are presented on the consolidated balance sheets at fair value at the

end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included

in interest income from investments held in Trust Account in the accompanying consolidated statements of operations.

The estimated fair

values of investments held in Trust Account are determined using available market information.

Offering Costs associated

with the IPO and over-allotment

Offering costs consist principally

of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs of the IPO amounted to $ 4,663,218 ,

which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO.

Subsequently,

additional offering cost of $ 125,228 was incurred with the Over-allotment in January 2022 and was also charged against additional paid-in

capital and common stock subject to redemption in January 2022.

Concentration of Credit

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Corporation limit.

As of December 31, 2023, the Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

The Company accounts for

income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both

the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be

established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2023

and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

The Company’s effective

tax rate was 0.00 % and 8.18 % for the years ended December 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory

tax rate of 21 % for the years ended December 31, 2023 and 2022, respectively, primarily due to the valuation allowance on the deferred

tax assets and merger and acquisition costs treated as permanent differences.

ASC 740 also clarifies the

accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition

threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

The Company recognizes accrued

interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of December 31, 2023 and 2022.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

The Company has identified

the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities

since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax

jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

Common Stock Subject

to Possible Redemption

The Company accounts for

its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of common stock subject to mandatory

redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including

common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock

is classified as stockholders’ equity.

The Company’s Public Shares sold in the IPO feature certain redemption rights that

are considered to be outside of the Company’s control and subject to occurrence of uncertain future events

On March 24, 2023, in connection

with the votes to approve the March Extensions, the holders of 4,097,964 shares of common stock of the Company properly exercised their

right to redeem their shares for an aggregate redemption amount of approximately $ 42.6 million.

The amount due to the redeeming stockholders

was subsequently disbursed on April 10, 2023.

On September 29, 2023,

in connection with the votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company

properly exercised their right to redeem their shares for an aggregate redemption amount of $ 15.7 million.

The amount due to the

redeeming stockholders was subsequently disbursed on October 12, 2023.

Accordingly, 2,172,851 and

7,727,686 shares of common stock subject to possible redemption on December 31, 2023 and 2022, respectively, is presented as temporary

equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

Immediately upon the closing

of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

This method would view the end

of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable shares

of common stock resulted in charges against additional paid-in capital and accumulated deficit.

The shares of common stock

reflected on the consolidated balance sheets are reconciled on the following table:

Gross proceeds

Fair value of Public Rights at issuance

( 2,627,413 )

Public shares issuance costs

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2024 and 2023.

the year ended December 31, 2024, the Company had $ 12,219,791 withdrawals from the Trust Account in connection with redemptions and had

withdrawn $ 100,373 from the Trust Account for the purpose of paying the Company’s franchise and income taxes.

inception through December 31, 2024, the Company has withdrawn a total of $ 841,386 from the Trust Account for taxes of which was already

utilized to pay for franchise and income taxes.

From inception through December 31, 2023, the Company has withdrawn a total of $ 741,013

from the Trust Account for taxes of which $ 579,564 was already utilized to pay for franchise and income taxes.

of December 31, 2023, there was restricted cash balances of $ 161,449 , which were utilized to pay the outstanding franchise and income

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

and investments Held in Trust Account

December 31, 2024 and 2023, substantially all of the assets held in Trust Account were held in cash.

The Company’s cash held in

the Trust Account are classified as restricted cash asset.

Any investments held in the Trust Account classified as trading securities

such as money market funds and treasury bills are presented on the consolidated balance sheets at fair value at the end of each reporting

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income

from investments held in Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments

held in Trust Account are determined using available market information.

Costs associated with the IPO and over-allotment

costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs of the

IPO amounted to $ 4,663,218 , which was charged against additional paid-in capital and common stock subject to redemption upon the completion

Subsequently, additional offering cost of $ 125,228 was incurred with the Over-allotment in January 2022 and was also charged

against additional paid-in capital and common stock subject to redemption in January 2022.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Corporation limit.

As of December 31, 2024, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily

due to their short-term nature.

Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets

and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and

liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires

a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Company’s effective tax rate was ( 16.27 )% and 0.00 % for the years ended December 31, 2024 and 2023, respectively.

The effective

tax rate differs from the statutory tax rate of 21 % for the years ended December 31, 2024 and 2023, respectively, primarily due to the

valuation allowance on the deferred tax assets and merger and acquisition costs treated as permanent differences.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements

and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a

tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and

penalties, accounting in interim period, disclosure and transition.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation

by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus

of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect

that the total amount of unrecognized tax benefits will materially change over the next twelve months.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of common stock

subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable

common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

times, common stock is classified as stockholders’ equity.

The Company’s Public Shares sold in the IPO feature certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

March 24, 2023, in connection with the votes to approve the March Extensions, the holders of 4,097,964 shares of common stock of the

Company properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $ 42.6 million.

amount due to the redeeming stockholders was subsequently disbursed on April 10, 2023.

September 29, 2023, in connection with the votes to approve the September Extensions, the holders of 1,456,871 shares of common stock

of the Company properly exercised their right to redeem their shares for an aggregate redemption amount of $ 15.7 million.

due to the redeeming stockholders was subsequently disbursed on October 12, 2023.

June 28, 2024, in connection with the votes to approve the June Extensions, the holders of 1,090,062 shares of common stock of the Company

properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $ 12.22 million, leaving approximately

$ 12.06 million in the trust account, based on the approximately $ 24.28 million held in the trust account as of June 28, 2024 (less funds

that may be withdrawn to pay taxes).

1,082,789 and 2,172,851 shares of common stock subject to possible redemption on December 31, 2024 and 2023, respectively, are presented

as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

would view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value

of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit.

shares of common stock reflected on the consolidated balance sheets are reconciled on the following table:

ordinary shares subject to possible redemption at December 31, 2022

( 58,351,987 )

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2022

of carrying value to redemption value

Redeemable ordinary shares

subject to possible redemption at December 31, 2023

Redemption of Common Stock

( 12,219,791 )

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2023

Net Loss per Common Share

The Company computes loss

per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings

per share on the face of the statement of operations.

The Company’s public common shares have a redemption right, which differ from

the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which are referred to as public

common shares and Founder Shares.

Accretion of carrying

value to redemption value

ordinary shares subject to possible redemption at December 31, 2024

Loss per Common Share

Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both

basic and diluted earnings per share on the face of the statement of operations.

The Company’s public common shares have a redemption

right, which differ from the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which

are referred to as public common shares and Founder Shares.

Income and losses are shared pro rata between the two classes of shares.

Basic loss per share is computed

by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period.

associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates

Diluted loss per share gives

effect to all dilutive potential common shares outstanding during the period.

Dilutive loss per share excludes all potential common shares

if their effect is anti-dilutive.

The Company has excluded the Rights from the calculation of diluted loss per share because the Rights

are contingent upon the occurrence of future events and any impact would be anti-dilutive.

As a result, diluted net loss per share is

the same as basic net loss per share for the year ended December 31, 2023 and 2022.

The table below presents a reconciliation of the numerator

and denominator used to compute basic and diluted net loss per common share.

The following table reflects

the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

For the Year Ended December 31,

Basic and diluted net loss per common share

Allocation of net loss

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding

common shares during the period.

Accretion associated with the common stock subject to possible redemption is excluded from earnings

per share as the redemption value approximates fair value.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

loss per share gives effect to all dilutive potential common shares outstanding during the period.

Dilutive loss per share excludes all

potential common shares if their effect is anti-dilutive.

The Company has excluded the Rights from the calculation of diluted loss per

share because the Rights are contingent upon the occurrence of future events and any impact would be anti-dilutive.

As a result, diluted

net loss per share is the same as basic net loss per share for the year ended December 31, 2024 and 2023.

The table below presents a

reconciliation of the numerator and denominator used to compute basic and diluted net loss per common share.

following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

the Year Ended December 31,

Basic and diluted net

loss per common share

$ ( 373,285 )

$ ( 526,642 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per common share

Recent Accounting

Pronouncements

Management does not believe

that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

consolidated financial statements for the year ended December 31, 2023.

Note 3 — Initial Public Offering and

Over-Allotment

Pursuant to the IPO, the

Company sold 7,500,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common stock and one right to receive one-tenth

(1/10) of a share of common stock upon consummation of a Business Combination.

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters partially exercised

the option and purchased 227,686 additional Units.

Note 4 — Private Placement

On December 27, 2021, simultaneously

with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement

transaction at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 3,475,000 .

Each Private Placement Unit consists

of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.

On January 14, 2022, the

Company consummated the sale of an additional 4,554 Private Placement Units, at $ 10.00 per Private Placement Unit for an aggregate purchase

price of $ 45,540 .

A portion of the proceeds

from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

Note 5 — Related Party Transactions

Founder Shares

On June 25, 2021, the Sponsor

purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $ 0.0001 for an aggregate

price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s

common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

The Company no longer has Class B common stock

The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option is

not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due

to the underwriters exercise of the over-allotment option in part.

The Founder Shares were

placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow

Subject to certain limited exceptions, 50 % of these shares will not be transferred, assigned, sold or released from escrow

until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the

closing price of our common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after our Business Combination and the

remaining 50 % of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date

of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a

liquidation, merger, stock exchange or other similar transaction, which results in all of our stockholders having the right to

exchange their shares of common stock for cash, securities or other property.

Due to Affiliates

On December 31, 2021, the

Sponsor funded $ 79,673 in excess of $ 3,475,000 aggregate purchase price of the Private Placement Units.

On January 14, 2022, the Sponsor

funded $ 179,463 in excess of the $ 45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise

of the over-allotment option (for an aggregate of $ 259,136 in excess purchase price).

For the year ended December

31, 2023, the Company expensed a total of $ 120,000 for support services from the Sponsor of which $ 88,000 was reported as due to affiliates,

net of $ 6,000 payments to the Sponsor and $ 26,000 reversal of previously accrued support services.

On December 31, 2022, the Company expensed

a total of $ 120,000 for support services from the Sponsor and $ 26,000 for CFO support services of which $ 26,000 was reported as due to

affiliates, net of $ 120,000 payments to the Sponsor.

As of December 31, 2023 and

2022, there were outstanding of $ 293,663 and $ 205,663 , which will be repaid from Company’s operating account as soon as practicable,

respectively.

Related Party Loans

In addition, in order to

finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are

not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business

Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may

be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit.

These units would be identical to the

Private Placement Units.

On July 30, 2023, the Company

issued a promissory note (the “Working Capital Note 1”) in the principal amount of $ 84,000 to the Sponsor in exchange for

On August 30, 2023, the Company

issued a promissory note (the “Working Capital Note 2”) in the principal amount of $ 378,000 to the Sponsor in exchange for

On September 28, 2023, the

Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $ 22,000 to the Sponsor in exchange

On November 10, 2023, the

Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $ 50,000 to the Sponsor in exchange

On December 29, 2023, the

Company issued a promissory note (the “Working Capital Note 5”) and together with Working Capital Note 1,2 3,4 and 5, the

“Working Capital Notes”) in the principal amount of $ 15,000 to the Sponsor in exchange for cash.

The Working Capital

Notes are a non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to

and diluted weighted average shares outstanding

and diluted net loss per common share

Accounting Pronouncements

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes

paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial

statements and disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

As of December 31, 2024, this ASU became effective and

the Company’s management adopted this ASU in its financial statements and related disclosures.

does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material

effect on the accompanying consolidated financial statements for the period ended December 31, 2024.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

3 — Initial Public Offering and Over-Allotment

to the IPO, the Company sold 7,500,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common stock and one right

to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.

Company granted the underwriters a 45 -day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022,

the underwriters partially exercised the option and purchased 227,686 additional Units.

4 — Private Placement

December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private

Placement Units in a private placement transaction at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 3,475,000 .

Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock

upon consummation of a Business Combination.

January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $ 10.00 per Private Placement Unit

for an aggregate purchase price of $ 45,540 .

portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.

the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement

Units will be worthless.

5 — Related Party Transactions

June 25, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock,

par value $ 0.0001 for an aggregate price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such Class B shares

for 1.5 shares of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

no longer has Class B common stock authorized.

The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent

that the over-allotment option is not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder

Shares for no consideration, due to the underwriters exercise of the over-allotment option in part.

Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,

acting as escrow agent.

Subject to certain limited exceptions, 50 % of these shares will not be transferred, assigned, sold or released

from escrow until the earlier of (i) nine months after the date of the consummation of a Business Combination and (ii) the date on which

the closing price of our common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after our Business Combination and the remaining

50 % of the Founder Shares will not be transferred, assigned, sold or released from escrow until nine months after the date of the consummation

of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock

exchange or other similar transaction, which results in all of our stockholders having the right to exchange their shares of common stock

for cash, securities or other property.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

to Affiliates

December 31, 2021, the Sponsor funded $ 79,673 in excess of $ 3,475,000 aggregate purchase price of the Private Placement Units.

14, 2022, the Sponsor funded $ 179,463 in excess of the $ 45,540 aggregate purchase price of the Private Placement Units sold in conjunction

with the exercise of the over-allotment option (for an aggregate of $ 259,136 in excess purchase price).

the period ended December 31, 2024, the Company expensed a total of $ 120,000 for support services from the Sponsor of which amount was

reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $ 120,000 for support services from

the Sponsor of which $ 88,000 was reported as due to affiliates, net of $ 6,000 payments to the Sponsor and $ 26,000 reversal of previously

accrued support services with the Chief Financial Officer.

of December 31, 2024 and 2023, respectively, there were outstanding amounts due to affiliates of $ 413,663 and $ 293,663 , which will be

repaid from Company’s operating account as soon as practicable.

addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and

directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released

to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working

Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would

either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million

of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit.

units would be identical to the Private Placement Units.

On December 30, 2024, the Company increased the Working Capital Loans up to

$ 2.5 million in connection with completing a Business Combination.

July 30, 2023, the Company issued a promissory note (the “Working Capital Note 1”) in the principal amount of $ 84,000 to

the Sponsor in exchange for cash.

The Company drawn an additional $ 100 from this promissory note which resulted in a total outstanding

amount of $ 84,100 .

August 30, 2023, the Company issued a promissory note (the “Working Capital Note 2”) in the principal amount of $ 378,000

to the Sponsor in exchange for cash.

September 28, 2023, the Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $ 22,000

to the Sponsor in exchange for cash.

November 10, 2023, the Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $ 50,000

to the Sponsor in exchange for cash.

December 29, 2023, the Company issued a promissory note (the “Working Capital Note 5”) in the principal amount of $ 15,000

to the Sponsor in exchange for cash.

March 20, 2024, the Company issued a promissory note (the “Working Capital Note 6”) in the principal amount of $ 373,737 to

the Sponsor in exchange for cash.

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

the Sponsor in exchange for cash.

September 30, 2024, the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $ 192,069

to the Sponsor in exchange for cash.

December 31, 2024, the Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287

to the Sponsor in exchange for cash.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Capital Note 1, together with Working Capital Notes 2, 3, 4, 5, 6, 7, 8 and 9 (hereinafter, collectively, the “Working Capital

Notes”) are non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to

close an initial business combination unless there are funds available outside the trust account to do so.

Such Working Capital

Notes would either be paid upon consummation of the Initial Business Combination out of the proceeds of the Trust Account released

to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Initial Business

Combination into additional private units at a price of $ 10.00 per unit.

Additional Working Capital Notes may be funded at the

discretion of the Sponsor, in total amounts for the Working Capital Notes series not to exceed $ 1.5 million.

The conversion feature was

analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the Promissory Notes did not include any premium or discounts.

The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.”

The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and as a result is

not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within the convertible promissory

note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note

conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

The embedded conversion feature

does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index unrelated to the issuer,

the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC

815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis,

the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC

As of December 31, 2023 and

2022, there were $ 549,100 and $ 0 , respectively, outstanding under the Working Capital Notes.

Convertible Promissory Note –

Related Party

On September 30, 2022, the

Company issued a promissory note in the principal amount of $ 772,769 to the Sponsor in connection with the Extension (Note 1) (“Promissory

The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s

initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion,

Such Working Capital Notes

would either be paid upon consummation of the Initial Business Combination out of the proceeds of the Trust Account released to the Company

or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Initial Business Combination into additional

private units at a price of $ 10.00 per unit.

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total

amounts for the Working Capital Notes series not to exceed $ 2.5 million.

conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the Promissory Notes did not include

any premium or discounts.

The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives

and Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480

and as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within

the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the

convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market

or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity

classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation

condition within ASC 815-15-25-1.

of December 31, 2024 and 2023, respectively, the balances outstanding under the Working Capital Notes were $ 1,740,966 and $ 549,100 reported

in Working capital loans – related party in the accompanying consolidated balance sheets.

Promissory Notes – Related Party

September 30, 2022, the Company issued a first promissory note (the “First Promissory Note”) in the principal amount of $ 772,769

to the Sponsor in connection with the Extension (see Note 1) (the “First Promissory Note”).

The First Promissory Note bears

no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination

out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full

or in part, upon consummation of the Company’s business combination into additional private units at a price of $ 10.00 per unit

(the “Conversion”).

December 30, 2022, the Company issued a second promissory note (the “Second Promissory Note” in the principal amount of $ 772,769

to the Sponsor in connection with the Extension (see Note 1).

The Second Promissory Note bears no interest and shall be payable upon

the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account

released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s

business combination into additional private units at a price of $ 10.00 per unit (the “Conversion”).

each of March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory

notes to the Sponsor in connection with the Extension (see Note 1) in the principal amount of $ 125,000 for each note (together with the

First Promissory Note and the Second Promissory note, collectively, the “Convertible Promissory Notes”).

The Convertible

Promissory Notes bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial

business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price

of $ 10.00 per unit (the “Conversion”).

On December 30, 2022, the

Company issued a promissory note in the principal amount of $ 772,769 to the Sponsor in connection with the Extension (Note 1).

The Promissory

Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business

combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted,

in full or in part, upon consummation of the Company’s business combination into additional private units at a price of $ 10.00 per

unit (the “Conversion”).

On March 30, 2023, April

30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection

with the Extension (Note 1) in the principal amount of $ 125,000 for each note.

The Promissory Notes bear no interest and shall be payable

upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust

Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of

the Company’s business combination into additional private units at a price of $ 10.00 per unit (the “Conversion”).

The Promissory Notes

would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,

convertible into private units of the post-Business Combination entity at a price of $ 10.00 per unit.

The conversion feature was

analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the Promissory Notes did not include any premium or

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Convertible Promissory Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, convertible into private units of the post-Business Combination entity at a price of $ 10.00 per unit.

The conversion feature

was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the Promissory Notes did not include any premium

or discounts.

The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and

Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480

and as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded

within the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument

because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net

settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not

based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC

815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of

a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded

conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

As of December 31, 2023 and

2022, there were $ 2,296,371 and $ 1,545,537 , respectively, outstanding under the Promissory Notes.

The total convertible promissory

notes, including related party loans reported in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 were $ 2,845,471

and $ 1,545,537 , respectively.

Notes Receivable – Related Party

On May 25, 2023, the Sponsor

issued a promissory note in the principal amount of $ 125,000 to the Company.

The Promissory Note bears no interest, non-convertible and

shall be payable on August 25, 2023 (or within 3 months since date of Date of Note) or earlier at the Company’s discretion.

Sponsor has drawn amount of $ 124,166 on May 26, 2023 and repaid a $ 25,000 on June 27, 2023 and $ 99,166 on July 3, 2023.

As of December 31, 2023,

there was no outstanding under the Promissory Note.

The foregoing summary of the promissory note is qualified in its entirety by the text

of the promissory note, a copy of which is attached as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 1,

2023 and incorporated by reference herein.

Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and

as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within the

convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible

promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index

unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification

pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition

within ASC 815-15-25-1.

both December 31, 2024 and 2023, there was an aggregate of 2,296,371 , outstanding under the Convertible Promissory Notes reported in

Convertible promissory notes – related party in the accompanying consolidated balance sheets.

on December 27, 2021, the Company entered into an agreement to pay the Sponsor $ 10,000 per month for the use of office space and administrative

support services.

Commencing on December 27,

2021, the Company entered into an agreement to pay the Sponsor $ 10,000 per month for the use of office space and administrative support

For the year ended December 31, 2023, $ 120,000 has been expensed related to the agreement of which $ 114,000 is included in due

to affiliates in the accompanying consolidated balance sheet.

For the year ended December 31, 2022, $120,000 has been expensed and paid

related to the agreement.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares,

Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration

rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO.

These holders will

be entitled to certain demand and “piggyback” registration rights.

However, the registration rights agreement provides that

the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the

applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Underwriting Agreement

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $ 10.00

per Unit, generating additional gross proceeds of $ 2,276,860 to the Company.

In February 2022, the remaining portion of the underwriters’

over-allotment option expired.

The underwriters were paid

a cash underwriting fee of $ 0.20 per Unit, or $ 1,545,537 in the aggregate.

In addition, $ 0.35 per Unit, or $ 2,704,690 in the aggregate

will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting

Service Provider Agreement

For the year ended December 31, 2024, $ 120,000 , has been expensed related to the agreement and included in general

and administrative expenses in the accompanying consolidated statements of operations.

For the year ended December 31, 2023, $ 120,000 ,

has been expensed related to the agreement and included in general and administrative expenses in the accompanying consolidated statements

of operations, of $ 6,000 paid during the year.

As of December 31, 2024 and 2023, respectively, $ 120,000 and $ 114,000 are included in

due to affiliates in the accompanying consolidated balance sheet.

6 — Commitments and Contingencies

holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will

be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for

These holders will be entitled to certain demand and “piggyback” registration rights.

However, the registration

rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Company granted the underwriters a 45 -day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

On January 14, 2022, the underwriters purchased an additional

227,686 Units at an offering price of $ 10.00 per Unit, generating additional gross proceeds of $ 2,276,860 to the Company.

2022, the remaining portion of the underwriters’ over-allotment option expired.

underwriters were paid a cash underwriting fee of $ 0.20 per Unit, or $ 1,545,537 in the aggregate.

In addition, $ 0.35 per Unit, or $ 2,704,690

in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms

of the Underwriting Agreement.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

April 1, 2024, the Company entered into a Merger Agreement by and among the Company, the Merger Sub and EM.

Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions

Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM being the surviving corporation in the Merger.

The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company.

The Company will immediately

be renamed Evolution Metals & Technologies Corp.

November 6, 2024, WTMA, entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), by and

among WTMA, Merger Sub, and EM, which amended and restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

to the Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business

Combination”), Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA.

In connection with

the Closing, WTMA intends to change its name to Evolution Metals & Technologies Corp.

(such post-Closing entity is referred to as

1 to Merger Agreement

November 11, 2024, WTMA entered into an Amendment No.

1 to Amended and Restated Agreement and Plan of Merger (the “Amendment”),

by and among WTMA, Merger Sub, and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

Amendment amended and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company

Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part

of the Business Combination.

Equityholder Support and Lock-up Agreement

a condition and inducement to WTMA’s willingness to enter into the Merger Agreement, William David Wilcox Jr.

(the “Company

Equityholder”) executed and delivered to WTMA a Support and Lock-up Agreement (the “Company Equityholder Support and Lock-Up

Agreement”), dated as of November 6, 2024, by and among the Company Equityholder, WTMA, the Sponsor, and the Company Minority Equity

Pursuant to the Company Equityholder Support and Lock-up Agreement, the Company Equityholder has agreed, among other things,

(i) to vote in favor of the adoption and approval, promptly following the time at which the registration statement on Form S-4 shall

have been declared effective and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the Business

Combination and (ii) not to sell, transfer, convey or assign any Subject Shares (as defined in the Company Equityholder Support and Lock-Up

Agreement) until such time to be mutually agreed by the parties hereto after the Closing Date subject to the terms and conditions of

the Company Equityholder Support and Lock-up Agreement.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Sponsor Support and Lock-Up

As a condition and inducement

to the EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up

Agreement (the “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, WTMA, EM

and the persons set forth on Schedule I thereto.

Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor has agreed, among

other things, (i) to vote (whether pursuant to a duly convened meeting of the WTMA stockholders or pursuant to an action by written consent

of the WTMA stockholders) in favor of the adoption and approval, promptly following the time at which the registration statement on Form

S-4 shall have been declared effective and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the

Business Combination and (ii) not to sell, transfer, convey or assign any shares of WTMA Common Stock until such time to be mutually agreed

by the parties thereto after the Closing subject to the terms and conditions of the Sponsor Support and Lock-up Agreement.

On November 14, 2024, WTMA

issued a press release announcing the execution of that certain Amended and Restated Agreement and Plan of Merger, dated as of November

6, 2024, as amended by the Amendment No.

1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, (the “Merger

Agreement”), by and among the WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary

of WTMA (“Merger Sub”), and Evolution Metals LLC, a Delaware limited liability company (“EM”), which amended and

restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

Pursuant to the Merger Agreement,

at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”),

Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA.

In connection with the Closing, WTMA intends

to change its name to Evolution Metals & Technologies Corp.

Service Provider Agreements

From time to time the Company

9 unchanged sentences

Backstop Agreement

The Company’s independent directors were

informed that on May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor,

entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any deficiency of

restricted cash which may exist as of December 31, 2023, and agrees to advance funds as needed to remedy any such deficiency.

The foregoing

summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is attached as Exhibit

10.3 to the Current Report on Form 8-K filed by the Company on August 1, 2023 and incorporated by reference herein.

The Company’s independent

directors were informed that on May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of

the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any

deficiency of restricted cash which may exist as of December 31, 2024, and agrees to advance funds as needed to remedy any such deficiency.

The foregoing summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is

attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 1, 2023 and incorporated by reference herein.

Non-redemption Agreement

8 unchanged sentences

ordinary or common shares of MergeCo immediately following the consummation of an initial business combination, if they continue to hold

such Non-Redeemed Shares through the special stockholder meeting.

such Non-Redeemed Shares through the special stockholder meeting held on September 29, 2023.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

On June 28, 2024, the Sponsor

and the Company have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially

the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company at the special meeting

held on June 28, 2024.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to cause MergeCo to

issue to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial business

combination if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on June 28, 2024.

Advisory Agreement

13 unchanged sentences

be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the fee shares.

On June 21, 2024, the Company

engaged J.V.B.

Financial Group, LLC, acting through CCM to act as the Company’s capital markets advisor and placement agent in connection

with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed Post-Closing

The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension

is for at least twelve months, (iii) a minimum of $ 10,000,000 remains in the Trust Account immediately following the extension and (iv)

no more than 450,000 shares of the Post-Closing Company were committed to be issued to non-affiliate holders of WTMA’s shares in

connection with the extension, CCM shall receive 100,000 Fee Shares, which Fee Shares shall be issued at the closing of the Business Combination

in book entry form in the name of and delivered to CCM (or its designee).

The Fee Shares, if issued, shall be duly authorized, validly

issued, fully paid and nonassessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery

of the Fee Shares.

PIPE Anchor Equity Investment

On August 1, 2024, in support

of the Business Combination, inter alios, WTMA and EM have entered into a Term Sheet (the “Term Sheet”) with certain legally

binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment vehicle, to provide an

equity investment (“Anchor Equity Investor”) of US$ 500 million through a private investment in public equity (“PIPE

Anchor Equity Investment”) to be consummated concurrently with the Closing at a pre-money enterprise valuation for EM&T of US$ 6.2

Additionally, BCG, through a special purpose lending vehicle (“Lender”), agrees to provide a debt facility (“Debt

Facility”) of up to US$ 6.2 billion to EM&T or to a subsidiary of EM&T guaranteed, inter alios, by EM&T to be consummated

concurrently with the Closing.

The closing of the PIPE Anchor Equity Investment and Debt Facility is subject to the satisfactory completion

of BCG’s on-going due diligence, final investment approvals, execution of an equity subscription agreement, execution of a debt

facility agreement, the Closing, and other closing conditions.

Note 7 — Stockholders’ Deficit

4 unchanged sentences

The Company no longer has Class B common stock authorized.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

— The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

3 unchanged sentences

NOTE 8 — Income Tax

The Company’s net deferred tax asset (liabilities) are as follows:

The Company’s net deferred

tax asset (liabilities) are as follows:

Deferred tax assets

4 unchanged sentences

Deferred tax assets, net of allowance

The income tax provision for the year ended December

31, 2023 and 2022 consists of the following:

The income tax provision

for the year ended December 31, 2024 and 2023 consists of the following:

Change in valuation allowance

17 unchanged sentences

For the year ended December 31, 2023, the change in the valuation allowance was $ 211,112 .

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

A reconciliation of the federal

income tax rate to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

1 unchanged sentence

Prior year - M&A (dead deal costs)

True up - 2023 temporary difference

Change in valuation allowance

Income tax provision

The Company’s

effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction

costs associated with warrants and the recording of full valuation allowances on deferred tax assets.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

The Company’s effective

tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs

associated with warrants and the recording of full valuation allowances on deferred tax assets.

The Company files income

16 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2023, the

assets held in the Trust Account were held in cash.

At December 31, 2022, the assets held in the Trust Account were held in treasury funds

All of the Company’s investments held in the Trust Account are classified as trading securities.

Through December 31, 2023, the

Company withdrew $ 58,351,987 in connection with redemption of common stock, which includes $ 1,391,640 of the interest earned on the Trust

Account distributed to the stockholders, and $ 741,013 of the interest earned on the Trust Account to pay franchise and income taxes of

which $ 161,449 is reported as restricted cash on the accompanying consolidated balance sheets.

The following table presents

information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and

indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

December 31, 2023

Cash and Money Market funds

December 31, 2022

Cash and Mutual funds

At December 31, 2024 and

2023, the assets held in the Trust Account were held in cash.

From inception through December 31, 2024, the Company withdrew $ 70,571,778

in connection with redemptions of common stock, which includes $ 2,267,561 of the interest earned on the Trust Account distributed to the

stockholders, $ 841,386 of the interest earned on the Trust Account to pay franchise and income taxes of which no amount is reported as

restricted cash on the accompanying consolidated balance sheets.

At December 31, 2024 and

2023 there were no assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value.

Note 10 — Segment Information

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding

how to allocate resources and assess performance.

The Company’s chief

operating decision maker has been identified as the Chief Operating Officer (“CODM”), who reviews the operating results for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating segment.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

When evaluating the Company’s

performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Year Ended

General and administrative expenses

Interest income from investments held in Trust Account

The key measures of segment

profit or loss reviewed by our CODM are interest income from investments held in Trust Account and general and administrative expenses.

The CODM reviews interest income from investments held in Trust Account to measure and monitor stockholders value and determine the most

effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative

expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business

combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 11 — Subsequent Events

1 unchanged sentence

events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required

adjustment or disclosure in the consolidated financial statements.

On January 25, 2024, the Company

issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials space

(the “Target”) for a potential business combination.

There can be no assurance that a definitive agreement will be entered

into or that the proposed transaction will be consummated.

On March 18, 2024, Ms.

King resigned from her position as director, and a member of the Audit Committee and Compensation Committee of the of Board of Directors

of the Company, effective immediately March 18, 2024 and Mr.

Andrew Switaj resigned from his position as director, and a member of the

Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March 18, 2024.

King’s nor Mr.

Switaj’s resignation is a result of any disagreement with the Company on any matter related to the operations,

policies, or practices of the Company.

On March 22, 2024, the Company

issued a press release to announce that it had entered into a binding letter of intent with a Evolution Metals LLC, a Delaware company

(“EM” or the “Target”) for a potential business combination.

On March 29, 2024, the Company

issued a press release to announce that it had entered into a business combination agreement with Evolution Metals LLC, a Delaware company

(“EM” or the “Target”) for a business combination.

On April 5, 2024, the Company

has received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency has been cured, followed by a formal confirmation

from Nasdaq on April 11, 2024.

Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in

the consolidated financial statements.

On December 31, 2024, the

Company received a Notice from the Nasdaq stating that the Company no longer complied with the Rule for continued listing on Nasdaq.

the Rule, the Company is required to complete its initial business combination within 36 months of the effectiveness of the Company’s

initial public offering registration statement, or by December 27, 2024, which the Company failed to do.

On February 5, 2025, the

Company entered into an Amendment No.

2 to Amended and Restated Agreement and Plan of Merger, by and among the Company, Merger Sub, and

EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

CMR Merger Agreement

On February 10, 2025, as

part of the series of transactions contemplated by the Business Combination, the Company entered into an Agreement and Plan of Merger

(the “CMR Merger Agreement”), by and among the Company, Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”),

and the other parties thereto, pursuant to which CMR will be merged out of existence and into a wholly owned subsidiary of the Company.

Pursuant to the CMR Merger

Agreement, the sole shareholder of CMR shall receive (A) 22,500,000 shares of New EM common stock, (B) cash in an amount of $ 125,000,000

and (C) cash in an amount up to $ 50,000,000 to be used to repay CMR’s indebtedness.

The CMR Merger Agreement

contains customary representations and warranties by the parties.

Certain of the representations are subject to specified exceptions and

qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR Merger

The closing of the CMR Merger

Agreement is subject to the closing of the other transactions that are part of the Business Combination and other customary closing conditions.

The consummation of the other transactions that are part of the Business Combination are conditioned on the consummation of the transactions

contemplated by the CMR Merger Agreement.

Ancillary Agreement Amendments

Company Equityholder Support

and Lock-up Agreement

On February 10, 2025, the

Company Equityholder executed and delivered to the Company an Amendment to Company Equityholder Support and Lock-up Agreement, pursuant

to which the term of the lock-up period contemplated thereby was extended to the third anniversary of the Closing.

Sponsor Support and Lock-Up

On February 10, 2025, the

Sponsor executed and delivered to EM an Amendment to Sponsor Support and Lock-up Agreement, pursuant to which the term of the lock-up

period contemplated thereby was extended to the third anniversary of the Closing.

Form 10-K Summary.

Not applicable

EXHIBIT INDEX

Underwriting Agreement, dated December 27, 2021, by and between the Company and Chardan Capital Markets, LLC, as representative of the several underwriters.

Amended and Restated Certificate of Incorporation.

Amended and Restated Bylaws.

Specimen Unit Certificate.

Specimen Common Stock Certificate.

Specimen Right Certificate.

Rights Agreement, dated December 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.

Description of Registered Securities.

Unit Purchase Option, dated December 27, 2021, by and between the Company and Chardan Capital Markets, LLC.

Letter Agreement, dated December 27, 2021, by and among the Company, its officers, directors, certain advisors, and the Sponsor.

Investment Management Trust Agreement, dated December 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Stock Escrow Agreement, dated December 27, 2021, by and between the Company, the Sponsor and Continental Stock Transfer & Trust Company, as escrow agent.

Registration Rights Agreement, dated December 27, 2021, by and among the Company and certain security holders.

Form of Indemnity Agreement.

Private Placement Units Purchase Agreement, dated December 27, 2021, by and between the Company and the Sponsor.

Promissory Note, dated June 25, 2021, issued to Welsbach Acquisition Holdings LLC.

Administrative Support Agreement, dated December 27, 2021, by and between the Company and the Sponsor.

Code of Ethics (1)

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Executive and Financial Officer pursuant to 18 U.S.C.

Underwriting Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Chardan Capital Markets, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Amended and Restated Agreement and Plan of Merger, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (included as Annex A to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Amendment No.

1 to Amended and Restated Plan of Merger, dated November 11, 2024, by and amount Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (included as Annex A to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Amendment No.

2 to Amended and Restated Plan of Merger, dated February 10, 2025, by and amount Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (included as Annex A to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 3.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp., dated March 24, 2023 (incorporated by reference to Exhibit 3.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on March 27, 2023).

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp., dated September 29, 2023 (incorporated by reference to Exhibit 3.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 3, 2023).

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp., dated June 28, 2024 (incorporated by reference to Exhibit 3.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 5, 2024).

Amended and Restated By-Laws of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 3.4 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Certificate of Formation of Evolution Metals LLC (incorporated by reference to Exhibit 3.8 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Company Operating Agreement of Evolution Metals LLC (incorporated by reference to Exhibit 3.9 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of Critical Mineral Recovery, Inc.

(incorporated by reference to Exhibit 3.10 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Bylaws of Critical Mineral Recovery, Inc.

(incorporated by reference to Exhibit 3.11 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of Handa Lab Co., Ltd.

(incorporated by reference to Exhibit 3.12 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of KCM Industry Co., Ltd.

(incorporated by reference to Exhibit 3.13 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of KMMI INC.(incorporated by reference to Exhibit 3.14 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of NS World Co., Ltd.

(incorporated by reference to Exhibit 3.15 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Specimen Unit Certificate of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 4.1 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Specimen Common Stock Certificate of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 4.2 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Specimen Right Certificate of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 4.3 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Rights Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Unit Purchase Option, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.2 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Specimen Membership Unit Certificate of Evolution Metals LLC (included in Exhibit 3.9 hereto) .

Specimen Convertible Preferred Unit Certificate of Evolution Metals LLC (incorporated by reference to Exhibit 4.7 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Specimen Stock Certificate of Critical Mineral Recovery, Inc.

(incorporated by reference to Exhibit 4.8 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Description of Securities.

Letter Agreement, dated December 27, 2021, by and among Welsbach Technology Metals Acquisition Corp., its officers, directors, certain advisors and Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Investment Management Trust Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated March 24, 2023 (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on March 28, 2023).

Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated September 29, 2023 (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Form 8-K filed with the SEC on October 3, 2023).

Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated June 28, 2024 (incorporated by reference to Exhibit 10.1 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 5, 2024).

Private Placement Units Purchase Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.6 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Form of Extension Note (incorporated by reference to Exhibit 10.2 to Welsbach Technology Metals Acquisition Corp.’s Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023).

Promissory Note, dated June 25, 2021, issued to Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.8 of Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1/A, filed with the SEC on December 15, 2021).

Sponsor/Company Promissory Note dated May 25, 2023 (incorporated by reference to Exhibit 10.2 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated July 30, 2023 (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Working Capital Note (incorporated by reference to Exhibit 10.3 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 3, 2023).

Capital Note, dated September 30, 2024, between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated

by reference to Exhibit 10.12 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC

on November 12, 2024, as amended).

Backstop Agreement dated May 3, 2023 (incorporated by reference to Exhibit 10.3 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Stock Escrow Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp., Welsbach Acquisition Holdings LLC and Continental Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.3 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Registration Rights Agreement, dated December 27, 2021, by and among Welsbach Technology Metals Acquisition Corp.

and certain security holders (incorporated by reference to Exhibit 10.4 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Share Compensation Agreement (incorporated by reference to Exhibit 10.1 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 16, 2023).

Share Compensation Agreement (incorporated by reference to Exhibit 10.2 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Administrative Support Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.9 of Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1/A, filed with the SEC on December 15, 2021).

Form of Indemnification Agreement of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 10.5 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Sponsor Support and Lock-up Agreement, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (included as Annex D to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Company Equityholder Support and Lock-up Agreement, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (included as Annex E to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Form of Evolution Metals & Technologies Corp.

2025 Equity Incentive Plan (included as Annex F to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Form of Registration Rights Agreement (included as Annex G to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Form of Evolution Metals & Technologies Corp.

Officers Employment Agreement (incorporated by reference to Exhibit 10.25 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of Indemnification Agreement of Evolution Metals & Technologies Corp.

Directors and Officers (incorporated by reference to Exhibit 10.26 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Agreement and Plan of Merger, dated as of February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., and NiCo Metals Group LLC (incorporated by reference to Exhibit 10.27 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of Korean Company Shareholder Side Letter(incorporated by reference to Exhibit 10.28 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd.

(incorporated by reference to Exhibit 10.29 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KCM Industry, Ltd.(incorporated by reference to Exhibit 10.30 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KMMI INC.

(incorporated by reference to Exhibit 10.31 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and NS World Co., Ltd.(incorporated by reference to Exhibit 10.32 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Investment Agreement, dated June 14, 2024, between Camston Wrather LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.33 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Convertible Promissory Note, dated June 28, 2024, between Camston Wrather Sub Co., LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.34 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Convertible Promissory Note, dated August 1, 2024, between Camston Wrather Sub Co., LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.35 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Convertible Promissory Note, dated September 3, 2024, between Camston Wrather Sub Co., LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.36 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Investment Agreement, dated July 18, 2024, between Springrock Management, Inc and Evolution Metals LLC(incorporated by reference to Exhibit 10.37 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Capital Note, dated December 30, 2024, between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated

by reference to Exhibit 10.38 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC

on November 12, 2024, as amended).

Amendment to Sponsor Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (included as Annex D to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Interco Master Trade Agreement, dated January 13, 2025, between Interco Trading, Inc.

and Evolution Metals LLC(incorporated by reference to Exhibit 10.40 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Amendment to Company Equityholder Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (included as Annex E to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

CMR Advance Agreement, dated September 6, 2024, between Evolution Metals LLC and Critical Mineral Recovery, Inc.(incorporated by reference to Exhibit 10.42 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of EM Convertible Preferred Unit Holder Lock-up Agreement(incorporated by reference to Exhibit 10.43 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of NiCo Metals Group, LLC Lock-up Agreement(incorporated by reference to Exhibit 10.44 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of Korean Company Shareholder Lock-up Agreement(incorporated by reference to Exhibit 10.45 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Code of Ethics (incorporated by reference to Exhibit 14 to the registrant’s Registration Statement on Form S-1 (File No.

333-261467), filed with the SEC on December 2, 2021).

List of Subsidiaries.

Power of Attorney (included on the signature page hereto).

Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Audit Committee Charter (1)

Compensation Committee Charter (1)

Executive Compensation Clawback Policy*

Inline XBRL Instance Document.

Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

Inline XBRL Taxonomy Extension Schema Document.

6 unchanged sentences

** Furnished herewith.

(1) Incorporated by reference to the Company’s Registration

Statement on Form S-1, filed with the SEC on December 2, 2021.

(2) Incorporated by reference to the Company’s Registration

Statement on Form S-1/A, filed with the SEC on December 15, 2021.

(3) Incorporated by reference to the Company’s Report on Form

8-K, filed with the SEC on October 3, 2023.

(4) Incorporated by reference to the Company’s Report on Form

8-K, filed with the SEC on December 30, 2021.

(5) Incorporated by reference to the Company’s Report on Form

8-K, filed with the SEC on November 1, 2022

(6) Incorporated by reference to the Company’s Report on

Form 10-K, filed with the SEC on March 25, 2022.

Pursuant to the requirements

1 unchanged sentence

the undersigned, thereunto duly authorized.

April 16, 2024

March 25, 2025

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

Daniel Mamadou

/s/ Daniel Mamadou

Daniel Mamadou

Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Mamadou and John Stanfield, and each of them,

his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and

stead, in any and all capacities to sign the registrant’s Annual Report on Form 10-K and any other documents and instruments incidental

thereto, together with any and all amendments and supplements thereto, to enable the Company to comply with the Securities Act of 1934,

as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, and to file the

same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto

said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite

or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying

and confirming all that said attorneys-in-fact and agents and/or any of them, or their or his substitute or substitutes, may lawfully

do or cause to be done by virtue hereof.

Pursuant to the requirements

1 unchanged sentence

the capacities and on the dates indicated.

/s/ Daniel Mamadou

Chief Executive Officer and Chairman of the Board of Directors

March 25, 2025

Daniel Mamadou

Executive Officer and

of the Board of Directors

(Principal Executive Officer)

/s/ John Stanfield

Chief Financial Officer

March 25, 2025

John Stanfield

Financial Officer

Financial and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ Christopher Clower

Chief Operating Officer and Director

March 25, 2025

Christopher Clower

Operating Officer and Director

/s/ Dominik Oggenfuss

March 25, 2025

Dominik Oggenfuss

/s/ Matthew Rockett

March 25, 2025

Matthew Rockett

/s/ Justin Werner

March 25, 2025

Justin Werner

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures