Evolution Metals & Technologies Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. (a) Market Information During the year ended December 31, 2024, our units, public shares and public rights were each traded on the Nasdaq under the symbols WTMAU, WTMA and WTMAR, respectively. Our units commenced public trading on December 28, 2021, and our public shares and public rights commenced separate public trading on January 20, 2022. On March 24, 2025, the closing price per share of our common stock was $11.47 as reported on the OTCQB. On January 7, 2025, WTMA’s securities were suspended and delisted from Nasdaq because WTMA failed to complete a business combination by December 27, 2024. WTMA’s public units and public stock (each, as defined herein) are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,” respectively, and public rights (as defined herein) are currently quoted on the OTCQB under the symbol “WTMAR.” For the fiscal years ended December 31, 2024 and 2023, the following table sets forth the high and low sale prices for our common stock as reported by The Nasdaq Stock Market (“Nasdaq”). High Low Fiscal Year Ended December 31, 2023 First Quarter (January 1, 2023 through March 31, 2023) $ 10.56 $ 10.20 Second Quarter (April 1, 2023 through June 30, 2023) $ 10.64 $ 10.38 Third Quarter (July 1, 2023 through September 30, 2023) $ 11.68 $ 10.61 Fourth Quarter (October 1, 2023 through December 31, 2023) $ 11.21 $ 10.51 Fiscal Year Ended December 31, 2024 First Quarter (January 1, 2024 through March 31, 2024) $ 10.99 $ 10.78 Second Quarter (April 1, 2024 through June 30, 2024) $ 11.15 $ 10.81 Third Quarter (July 1, 2024 through September 30, 2024) $ 11.20 $ 10.87 Fourth Quarter (October 1, 2024 through December 31, 2024) $ 13.10 $ 10.90 21 (b) Holders On March 20, 2025, there were 2 holders of record of our units, 14 holders of record of shares of our common stock and one holder of record of our public rights. (c) Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” (e) Recent Sales of Unregistered Securities None. (f) Use of Proceeds from the Initial Public Offering On December 30, 2021, pursuant to the Registration Statement, which was declared effective on December 27, 2021, the Company consummated its initial public offering of 7,500,000 units. Each unit consists of one public share and one public right, with each public right entitling the holder thereof to one-tenth of one share of common stock. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $75,000,000. Chardan Capital Markets, LLC acted as book-runner and representatives of the underwriters of the initial public offering. On January 14, 2022, Chardan Capital Markets, LLC, the representative of the underwriters purchased 227,686 units pursuant to the partial exercise of the underwriters’ over-allotment option, which were sold at an offering price of $10.00 per over-allotment unit, generating gross proceeds of $2,276,860. Simultaneously with the sale of the over-allotment units, the Company consummated a private sale of an additional 4,554 private placement units to the sponsor, generating gross proceeds of $45,540. A total of $77,276,250 of the proceeds from the initial public offering and the sale of the private placement units (including those sold in connection with the underwriters’ exercise of the over-allotment option), was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. 22 On March 24, 2023, the Company held a special meeting of its stockholders (the “special meeting”). In connection with the votes to approve the Extensions, the stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the trust account $125,000 for each additional one month extension (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note, convertible at the option of the holder, in full or in part, into units at a price of $10.00 per unit, which units will be identical to the private placement units issued in connection with the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”). On March 24, 2023, Holders of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $42.6 million, leaving approximately $37.8 million in the trust account, based on the approximately $80.4 million held in the trust account. As of March 31, 2023, the amounts due to Holders exercising their right to redeem is presented as Due to stockholders for redemption of Common Stock in the accompanying condensed consolidated balance sheets. The amount due to the redeeming Stockholders was subsequently disbursed on April 10, 2023. On September 29, 2023, the Company held a special meeting of its stockholders. The stockholders approved the proposal to amend 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, 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 $15.7 million, leaving approximately $23.4 million in the trust account after the withdrawal of interest to be paid for taxes. As of September 30, 2023, the amounts due to Holders exercising their right to redeem is presented as Due to stockholders for redemption of Common Stock in the accompanying condensed consolidated balance sheets. The amount due to the redeeming stockholders was subsequently disbursed on October 12, 2023. On June 28, 2024, in connection with the votes to approve the June Extensions, the holders of 1,090,062 shares of WTMA Common Stock properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $12.22 million, leaving approximately $12.06 million in the 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). The amount due to the redeeming stockholders was subsequently disbursed on August 2, 2024. Accordingly, 1,082,789 and 2,172,851 shares of WTMA Common Stock subject to possible redemption on December 31, 2024 and 2023, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. Reserved.