Evolution Metals & Technologies Corp. 10-K

Item 1A. Risk Factors. As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: ● Since the Sponsor and our directors and executive officers have interests that are different than the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination with WaveTech is appropriate. ● The exercise of our directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest. ● Nasdaq may not list New WaveTech’s securities on its exchange, which could limit investors’ ability to make transactions in New WaveTech’s securities and subject New WaveTech to additional trading restrictions. ● Public stockholders will experience immediate dilution as a consequence of the issuance of New WaveTech Common Stock as consideration in the Business Combination and the PIPE Investment, and due to future issuances such as the Earnout Shares and pursuant to the New WaveTech KEAP. Having a minority stock ownership position may reduce the influence that our current stockholders have on the management of New WaveTech. ● If the conditions to the Merger Agreement are not met, the Business Combination may not occur. ● The initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote. ● We may be forced to close the Business Combination even if the our Board determines it is no longer in the best interest of our stockholders. ● We may waive one or more of the conditions to the Business Combination. ● Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. ● We and WaveTech will incur significant transaction and transition costs in connection with the Business Combination. ● Our ability to successfully effect the Business Combination and New WaveTech’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of WaveTech, all of whom we expect to stay with New WaveTech following the Closing. The loss of such key personnel could negatively impact the operations and financial results of the combined business. ● Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of New WaveTech’s income or other tax returns could adversely affect New WaveTech’s financial condition and results of operations. ● We cannot be certain as to the number of shares of public stock that will be redeemed and the potential impact to public stockholders who do not elect to redeem their public stock. ● The Sponsor may elect to purchase stock from public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities. ● If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share. 16 ● Our stockholders may be held liable for claims by third parties against it to the extent of distributions received by them upon redemption of their shares. ● If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders. ● The Merger may fail to qualify as a tax-free reorganization for federal income tax purposes. ● The Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of New WaveTech securities following the Business Combination and decrease the amount of funds available for distribution. ● If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20.0% of the public stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such stock in excess of 20.0% of the public stock unless we consent to such redemption. ● There is uncertainty regarding the U.S. federal income tax consequences of the redemption to the holders of our common stock. ● You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public stock, potentially at a loss. ● The Business Combination may be subject to U.S. foreign investment regulations that may impose conditions on or limit certain investors’ ability to purchase our stock or otherwise participate in the Business Combination, potentially making the stock less attractive to investors. ● If we are not able to complete the Business Combination with WaveTech by March 30, 2023, nor are able to complete another business combination by such date, er would cease all operations except for the purpose of winding up and we would redeem our public stock and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and any public rights will expire worthless. ● If we fail to consummate an initial business combination, our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. For the complete list of risks relating to our operations and the Business Combination, see the section titled “Risk Factors” contained in our proxy statement/prospectus on form S-4 (file number 333-268345). Item 1B. Unresolved Staff Comments. Not applicable.