Item 5. Other Information
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) None of our directors or officers adopted , modified , or terminated
a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025 (each as defined
in Item 408 of Regulation S-K under the Exchange Act).
35
ITEM 6. E XHIBITS.
The
following documents are filed as exhibits to this Quarterly Report on Form 10-Q.
EXHIBIT
INDEX
Exhibit
Number
Description
of Document
2.1
Amendment
No. 2 to Amended and Restated Plan of Merger, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp.,
WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed on February 14, 2025).
2.2
Amendment
No. 3 to Amended and Restated Plan of Merger, dated March 31, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA
Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.4 to the Company’s Amendment No. 3 to
the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.1
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 Company’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-283119) filed with
the SEC on January 24, 2025).
10.2
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 Company’s
Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.3
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 Company’s Amendment No. 3 to the Registration Statement on Form S-4
(File No. 333-283119) filed with the SEC on April 25, 2025, and incorporated herein by reference).
10.4
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 Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the
SEC on April 25, 2025, and incorporated herein by reference).
10.5
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 Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on
February 10, 2025).
10.6
Share
Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KCM Industry, Ltd. (incorporated by reference to Exhibit
10.30 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on
February 10, 2025).
10.7
Share
Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KMMI INC. (incorporated by reference to Exhibit 10.31
to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February
10, 2025).
10.8
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 Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on
February 10, 2025).
36
10.9
Amended
and Restated Agreement and Plan of Merger, dated as of March 31, 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 Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on
April 25, 2025).
10.10
Amendment
No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd. (incorporated by reference
to Exhibit 10.48 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with
the SEC on April 25, 2025).
10.11
Amendment
No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KCM Industry, Ltd. (incorporated by reference
to Exhibit 10.49 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with
the SEC on April 25, 2025).
10.12
Amendment
No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KMMI INC. (incorporated by reference to
Exhibit 10.50 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the
SEC on April 25, 2025).
10.13
Amendment
No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and NS World Co. Ltd. (incorporated by reference
to Exhibit 10.51 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with
the SEC on April 25, 2025).
31.1*
Certification
of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification
of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2**
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS*
Inline
XBRL Instance Document.
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed
herewith.
*
Furnished
herewith.
37
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WELSBACH
TECHNOLOGY METALS ACQUISITION CORP.
Date:
May 15, 2025
By:
/s/
Daniel Mamadou
Name:
Daniel
Mamadou
Title:
Chief
Executive Officer
(Principal Executive Officer)
Date:
May 15, 2025
By:
/s/
John Stanfield
Name:
John
Stanfield
Title:
Chief Financial Officer
(Principal Financial and
Accounting Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.