What changed in this filing

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Item 1. Financial Statements

2025-08-15 compared with 2025-05-15 · 477 added, 284 removed, 1016 unchanged (43% of the section changed)

3 unchanged sentences

Current assets

Prepaid expenses and other assets

Prepaid taxes

Total current assets

4 unchanged sentences

Due to affiliates

Franchise tax payable

Income taxes payable

Excise tax payable and interest and penalties

Due to stockholders for redemption of Common Stock

Convertible promissory notes – related party

5 unchanged sentences

REDEEMABLE COMMON STOCK

Common Stock subject to possible redemption, $ 0.0001 par value, 1,082,789 shares at redemption value of $ 11.25 per share at March 31, 2025 and 1,082,789 shares at redemption value of $ 11.22 per share at December 31, 2024, respectively

Common Stock subject to possible redemption, $ 0.0001 par value, 89,053 shares at redemption value of $ 11.08 per share at June 30, 2025 and 1,082,789 shares at redemption value of $ 11.22 per share at December 31, 2024, respectively

STOCKHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000 shares authorized;

0 shares issued and outstanding at March 31, 2025 and December 31, 2024

0 shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock;

1 unchanged sentence

100,000,000 shares authorized;

2,283,976 shares issued and outstanding at March 31, 2025 and December 31, 2024 (excluding 1,082,789 shares at March 31, 2025 and 1,082,789 shares at December 31, 2024 subject to redemption)

2,283,976 shares issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 89,053 shares at June 30, 2025 and 1,082,789 shares at December 31, 2024 subject to redemption)

Additional paid-in capital

5 unchanged sentences

( 10,802,265 )

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Operating expenses

2 unchanged sentences

Loss from operations

( 1,211,136 )

Other income:

1 unchanged sentence

Loss before provision for income taxes

( 1,015,767 )

Provision for income taxes

$ ( 520,976 )

Weighted average shares outstanding of common stock - redemption feature

Basic and diluted net loss per share of common stock - redemption feature

Weighted average shares outstanding of common stock - no redemption feature

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

$ ( 1,041,417 )

$ ( 165,432 )

Weighted average shares outstanding of common stock -

redemption feature

Basic and diluted

net loss per share of common stock - redemption feature

Weighted average shares outstanding

of common stock - no redemption feature

Basic and diluted

net loss per share of common stock - no redemption feature

The accompanying notes are an integral part

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IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

stockholders’

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( 11,361,705 )

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Accretion of redeemable common stock to redemption value

Excise tax on redemption of Class A common stock

Balance, June 30, 2025

$ ( 12,040,383 )

$ ( 12,040,155 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

stockholders’

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( 9,525,260 )

Accretion of redeemable common stock to redemption value

Excise tax on redemption of Class A common stock

Balance, June 30, 2024

$ ( 9,918,535 )

$ ( 9,918,307 )

The accompanying notes are an integral part

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 1,041,417 )

$ ( 165,432 )

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

2 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Prepaid expenses

Prepaid taxes

Due to affiliates

3 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account to pay franchise and

NET CASH PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

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Accretion for redeemable common stock to redemption value

Excise tax on redemption of Class A common stock

Due to stockholders for redemption of Common Stock

The accompanying notes are an integral part

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

1 — Description of Organization and Business Operations and Liquidity

Technology Metals Acquisition Corp.

JUNE 30, 2025

Note 1 — Description of Organization and Business Operations

and Liquidity

Welsbach 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 (a “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 March 31, 2025, the subsidiary had no activity.

of March 31, 2025, the Company had not commenced any operations.

All activity through March 31, 2025 relates to the Company’s formation

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

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

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 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 (a “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.

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

of Delaware on October 19, 2022.

As of June 30, 2025, the subsidiary had no activity.

As of June 30, 2025, the

Company had not commenced any operations.

All activity through June 30, 2025 relates to the Company’s formation and Initial Public

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

has not and 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 registration statement for the Company’s IPO was declared effective on December 27, 2021.

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 (the “Over-allotment”),

On January 14, 2022, the underwriters partially exercised their Over-allotment option 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 fees 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

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 (the “Over-allotment”), if any.

January 14, 2022, the underwriters partially exercised their Over-allotment option 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).

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.

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 fees 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”).

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

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”).

JUNE 30, 2025

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”).

The amounts placed in the Trust Account were being 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

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

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government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest-bearing deposit

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).

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.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Notwithstanding the foregoing,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The period of time for the

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In connection with their appointments, the Company entered into indemnity agreements with each

Switaj and Oggegenfuss on October 16, 2023.

Switaj and Oggenfuss on October 16, 2023.

On November 8, 2023, to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

On March 18, 2024, each

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(“EM”) for a potential business combination.

On 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 the 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.

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.

On November 11, 2024, WTMA entered into an Amendment No.

1 to Amended and Restated Agreement

and Plan of Merger (the “Amendment No.

1”), by and among WTMA, Merger Sub, and EM, which amended the Merger Agreement in accordance

with Section 11.11 of the Merger Agreement (see Note 6).

On February 10, 2025, WTMA entered into an Amendment No.

2 to Amended and Restated

Agreement and Plan of Merger (the “Amendment No.

2”), by and among WTMA, Merger Sub, and EM, which amended the Merger Agreement

in accordance with Section 11.11 of the Merger Agreement (see Note 6).

On 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.

the terms and subject to the conditions set forth in the 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

The Company will immediately be renamed Evolution Metals & Technologies Corp.

On November 11, 2024, WTMA entered into an

Amendment No.

1 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

1”), by and among WTMA, Merger Sub,

and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement (see Note 6).

On February 10, 2025,

WTMA entered into an Amendment No.

2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

among WTMA, Merger Sub, and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement (see Note

On 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

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The amount due to the redeeming stockholders was subsequently disbursed on August 2, 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 Stockholder

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.

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 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.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

On July 12, 2024, the Board

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remove the Company’s securities from listing and registration on Nasdaq.

As of the date of this Report, Form 25-NSE has not yet

been filed with the SEC.

The Form 25-NSE was filed with the SEC on June 4, 2025.

The Company subsequently

applied to list its securities on the OTC Markets and is currently quoted on OTCQB.

On June 26, 2025, the Company

held a Business Combination Special Meeting and the stockholders approved 1) the proposal to approve and adopt the Amended and Restated

Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No.

4 to Amended and Restated Agreement and Plan

of Merger, dated June 11, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”),

by and among the Company, Merger Sub and EM, and the transactions contemplated thereby (the “Business Combination”), 2) the

proposed Second Amended and Restated Certificate of Incorporation of New EM (the “Proposed Charter”) and proposed Amended

and Restated Bylaws of New EM (the “Proposed Bylaws”), 3) Advisory Governance Proposals, 4) Director Elections Proposal,

5) Stock Issuance Proposal and 6) New EM Equity Incentive Plan Proposal.

On June 26, 2025, The Company

held an Extension Special Meeting and the stockholders approved the proposal to approve and adopt an amendment of the Existing Charter

to allow the Company to extend (the “Extension”) the date by which the Company has to consummate a business combination for

up to an additional three months, from June 30, 2025 (the date which is 42 months from the closing date of the Company’s initial

public offering of units (the “IPO”)) to up to September 30, 2025 for no contribution to the trust account established in

connection with the IPO and the amendment of the Trust Agreement to permit the Extension.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

On June 20, 2025 and June 23, 2025, in connection with the Extension Special Meeting, the Sponsor and the Company entered into Non-Redemption

Agreements with several unaffiliated third-party holders of the Company’s common stock (the “Investors”) on substantially

the same terms in exchange for their agreement to not redeem up to an aggregate of 704,097 shares of the Company’s common stock

(the “Non-Redeemed Shares”) in connection with the Extension Special Meeting.

In exchange for the foregoing commitment not

to redeem such shares, the Sponsor and the Company have agreed to cause the surviving entity (“MergeCo”) of any future the

Company initial business combination to issue to the Investors up to an aggregate of 35,205 ordinary shares of MergeCo immediately following

the consummation of an initial business combination if the Investors continue to hold such Non-Redeemed Shares through the Extension Special

Meeting held on June 26, 2025.

The Non-Redemption Agreements shall terminate on the earlier of (i) the failure of the Company’s stockholders

to approve the Extension at the Extension Special Meeting, (ii) the Company’s determination not to proceed with the Extension, (iii)

the fulfillment of all obligations of parties to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v)

the mutual written agreement of the parties or (vi) if the applicable Investor exercises its redemption rights with respect to any Non-Redeemed

Shares in connection with the Extension Special Meeting and such Non-Redeemed Shares are actually redeemed .

On June 26, 2025, the Company

held the Extension Special Meeting and the Extension was approved by stockholders.

The Investors subject to the Non-Redemption Agreements

did not redeem their Non-Redeemed Shares in connection with the Extension Special Meeting.

Following the Extension Special Meeting, the

obligations of the parties under the Non-Redemption Agreements were fulfilled in accordance with their terms, and such agreements terminated.

In connection with the Business

Combination Special Meeting and the Extension Special Meeting, the holders of 1,024,736 shares of the Company’s common stock and

518,102 shares of the Company’s common stock, respectively, properly exercised, and as of June 30, 2025, an aggregate of 39,000

shares in connection with Business Combination was reversed, their right to redeem their shares for cash at a redemption price of approximately

$ 11.31 per share.

Accordingly, in connection with the Extension Special Meeting, the aggregate redemption amount was $ 5.86 million, leaving

approximately $ 6.38 million in the trust account after giving effect to the redemptions in connection with the Extension Special Meeting,

based on the approximately $ 12.24 million held in the trust account as of June 26, 2025 (less funds that may be withdrawn to pay taxes).

Furthermore, in connection with the Business Combination Special Meeting, the aggregate redemption amount was $ 11.56 million, representing

an additional $ 5.73 million aggregate redemption amount after taking into effect the redemption in connection with the Extension Special

Meeting, leaving approximately $ 0.66 million in the trust account after giving effect to the redemptions in connection with both the

Extension Special Meeting and the Business Combination Special Meeting.

As previously disclosed, the Company extended the deadline for

its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination

Special Meeting until the Company determines not to accept reversals of redemption instructions.

As of June 30, 2025, an aggregate of

993,736 shares in connection with Business Combination and Extension ( 475,634 shares and 518,102 shares, respectively) was redeemed effectively

at a redemption price of approximately $ 11.31 per share, for an aggregate redemption amount of approximately $ 11.24 million ($ 5.38

million and $ 5.86 million, respectively).

The amount due to the redeeming stockholders was subsequently disbursed on July 7, 2025 and

July 9, 2025.

The Initial Stockholders

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Risks and Uncertainties

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As of the date of filing of these financial statements, the Company has not yet paid the

For the three months ended March 31, 2025, the Company recognized $ 23,694 in interest and penalties.

The Company recognized

a total of $ 37,203 in interest and penalties through March 31, 2025.

For the three and six months ended June 30, 2025, the Company recognized $ 35,488 and $ 59,182 in interest and penalties, respectively.

The Company recognized a total of $ 72,691 in interest and penalties through June 30, 2025.

For the year ended December

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

As such, the Company recorded

a 1 % excise tax liability in the amount of $ 742,784 (inclusive of $ 23,694 penalties and interest for the three months ended March 31,

2025) and $ 719,090 (inclusive of $ 13,509 penalties and interest for the year ended December 31, 2024) on the Company’s unaudited

condensed consolidated balance sheets as of March 31, 2025 and audited consolidated balance sheets as of December 31, 2024, respectively.

The liability does not impact the Company’s unaudited condensed consolidated statements of operations and is offset against additional

paid-in capital or accumulated deficit if additional paid-in capital is not available.

a 1 % excise tax liability in the amount of $ 890,702 (inclusive of $ 59,182 penalties and interest for the six months ended June 30, 2025)

and $ 719,090 (inclusive of $ 13,509 penalties and interest for the year ended December 31, 2024) on the Company’s unaudited condensed

consolidated balance sheets as of June 30, 2025 and audited consolidated balance sheets as of December 31, 2024, respectively.

The liability

does not impact the Company’s unaudited condensed 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 March 31, 2025, the

As of June 30, 2025, the

Company had operating cash of $ 711 , and a working capital deficit of $ 9,355,575 .

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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.

Company’s ability to continue as a going concern through September 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

6 unchanged sentences

However, there can be no assurance that the Company will be

able to consummate any Business Combination by June 30, 2025.

These unaudited condensed 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 unaudited condensed 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.

able to consummate any Business Combination by September 30, 2025.

These unaudited condensed 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 unaudited condensed 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.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Note 2 — Summary of Significant Accounting

14 unchanged sentences

with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2025.

The interim results for the three months

ended March 31, 2025 presented are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or

for any future interim periods.

The interim results for the three and six

months ended June 30, 2025 presented are not necessarily indicative of the results to be expected for the year ending December 31, 2025

or for any future interim periods.

Principles of Consolidation

35 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Cash and Cash Equivalents

2 unchanged sentences

The Company did not have

any cash equivalents as of March 31, 2025 and December 31, 2024.

Restricted Cash

Held in Trust Account

On March 31, 2025 and December 31, 2024, 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 a 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 unaudited condensed 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 unaudited condensed consolidated statements of operations.

The estimated fair values of investments held in Trust Account

are determined using available market information.

As of March 31, 2025 and December 31, 2024, there were no investments held in Trust

any cash equivalents as of June 30, 2025 and December 31, 2024.

Restricted Cash Held in Trust Account

On June 30, 2025 and December

31, 2024, 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 a 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 unaudited condensed 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 unaudited condensed consolidated statements of operations.

The estimated fair

values of investments held in Trust Account are determined using available market information.

As of June 30, 2025 and December 31, 2024,

there were no investments held in Trust Account.

Offering Costs Associated with the IPO and

11 unchanged sentences

may exceed the Federal Depository Insurance Corporation limit.

As of March 31, 2025, the Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such account.

As of June 30, 2025, 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 Instruments

9 unchanged sentences

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

March 31, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

June 30, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The Company’s effective

tax rate was ( 2.47 )% and ( 14.43 )% for the three months ended March 31, 2025 and 2024, respectively.

The effective tax rate differs from

the statutory tax rate of 21 % for the three months ended March 31, 2025 and 2024 primarily due to the valuation allowance on the deferred

tax assets and merger and acquisition costs treated as permanent differences.

tax rate was ( 2.58 )% and ( 38.03 )% for the three months ended June 30, 2025 and 2024, respectively, ( 2.53 )% and ( 26.93 )% for the six months

ended June 30, 2025 and 2024, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months

ended June 30, 2025 and 2024 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

8 unchanged sentences

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 March 31, 2025 and December 31, 2024.

The Company is currently not aware of any issues under

review that could result in significant payments, accruals or material deviation from its position.

There were no unrecognized tax benefits as of June

30, 2025 and December 31, 2024.

Amounts accrued for interest and penalties were $ 12,239 and $ 0 , respectively, as of June 30, 2025 and

December 31, 2024.

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

33 unchanged sentences

withdrawn to pay taxes).

Accordingly, 1,082,789 shares

of common stock subject to possible redemption on March 31, 2025 and December 31, 2024, are presented as temporary equity, outside of

the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

Accordingly, 89,053 and

1,082,789 shares of common stock subject to possible redemption on June 30, 2025 and December 31, 2024, respectively, are presented as

temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance

Immediately upon the closing

4 unchanged sentences

of common stock resulted in charges against additional paid-in capital and accumulated deficit.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

The shares of common stock

reflected on the unaudited condensed consolidated balance sheets are reconciled on the following table:

Redeemable ordinary shares subject to possible redemption at December 31, 2023

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, 2024

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at March 31, 2025

Accretion of carrying value

to redemption value

Redeemable ordinary shares subject

to possible redemption at December 31, 2024

Redemption of common stock

( 11,242,981 )

Accretion of carrying value

to redemption value

ordinary shares subject to possible redemption at June 30, 2025

Net Loss per Share of Common Stock

18 unchanged sentences

As a result, diluted

net loss per share is the same as basic net loss per share for the three months ended March 31, 2025 and 2024.

The table below presents

a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock.

net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2025 and 2024.

The table below

presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock.

The following table reflects

the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Basic and diluted net loss per share of common stock

Allocation of net loss

Allocation of loss

$ ( 162,906 )

$ ( 358,070 )

$ ( 330,293 )

$ ( 711,124 )

Basic and diluted weighted average shares outstanding

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Recent Accounting Pronouncements

8 unchanged sentences

management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic

In 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 resources.

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.

2023-07 became effective as of December 31, 2024 and the Company’s management adopted ASU 2023-07 in its financial statements and

related disclosures (see Note 9).

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 resources.

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.

ASU 2023-07 became effective as of December 31, 2024 and the Company’s

management adopted ASU 2023-07 in its financial statements and related disclosures (see Note 9).

Management 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 unaudited condensed consolidated financial statements for the period ended March 31, 2025.

accompanying unaudited condensed consolidated financial statements for the period ended June 30, 2025.

Note 3 — Initial Public Offering and Over-Allotment

23 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Note 5 — Related Party Transactions

26 unchanged sentences

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

For the three months ended

March 31, 2025, the Company expensed a total of $ 30,000 for support services from the Sponsor of which amount was reported as due to

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.

As of March 31, 2025 and

For the six months ended

June 30, 2025, the Company expensed a total of $ 60,000 for support services from the Sponsor of which amount was reported as due to affiliates.

For the year 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.

As of June 30, 2025 and

December 31, 2024, respectively, there were outstanding amounts due to affiliates of $ 473,663 and $ 413,663 , which will be repaid from

20 unchanged sentences

The Company drew an additional $ 100 from this promissory note which resulted in a total outstanding amount of $ 84,100 .

On August 30, 2023, September 28, 2023, November 10, 2023, December

29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, and March 31, 2025, the Company issued promissory notes

in the principal amounts of $ 378,000 , $ 22,000 , $ 50,000 , $ 15,000 , $ 373,737 , $ 177,773 , $ 192,069 , $ 448,287 , and $ 474,490 , respectively (“Working

Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, and 10,” respectively), to the Sponsor in exchange for cash.

On August 30, 2023, September

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025

and June 30, 2025, the Company issued promissory notes in the principal amounts of $ 378,000 , $ 22,000 , $ 50,000 , $ 15,000 , $ 373,737 , $ 177,773 ,

$ 192,069 , $ 448,287 , $ 474,490 and $ 286,259 , respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11,” respectively),

to the Sponsor in exchange for cash.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Working Capital Note 1,

22 unchanged sentences

the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024.

37 unchanged sentences

the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC

At both March 31, 2025 and

At both June 30, 2025 and

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

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Support Services

1 unchanged sentence

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 three months ended March 31, 2025 and 2024, $ 30,000 has been expensed related to the agreement of which $ 30,000 included

in due to affiliates in the accompanying unaudited condensed consolidated balance sheet.

As of March 31, 2025 and December 31, 2024,

$ 30,000 and $ 120,000 are included in due to affiliates in the unaudited condensed and audited consolidated balance sheets, respectively.

For the three and six months ended June 30, 2025, $ 30,000 and $ 60,000 has been expensed related to the agreement of which $ 60,000

included in due to affiliates in the accompanying unaudited condensed consolidated balance sheets, respectively.

For the three and six

months ended June 30, 2024, $ 30,000 and $ 60,000 has been expensed related to the agreement of which $ 60,000 included in due to affiliates

in the accompanying unaudited condensed consolidated balance sheet.

As of June 30, 2025 and December 31, 2024, $ 60,000 and $ 120,000 are

included in due to affiliates in the unaudited condensed and audited consolidated balance sheets, respectively.

Note 6 — Commitments and Contingencies

28 unchanged sentences

that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:

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 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.

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.

Company will immediately be renamed Evolution Metals & Technologies Corp.

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

CMR Merger Agreement

15 unchanged sentences

contemplated by the CMR Merger Agreement.

Under the terms of the Amended

and Restated Merger Agreement dated March 31, 2025, regarding the acquisition of CMR Merger Agreement, as previously filed in the Registration

Statement on Form S-4, the CMR Merger Agreement may be terminated in the event the business combination does not close by June 30, 2025.

On July 3, 2025, the CMR Merger Agreement was terminated.

Amendment No.

On November 11, 2024, the Company entered into an Amendment No.

Amended and Restated Agreement and Plan of Merger (the “Amendment No.

1”), the Merger Agreement in accordance with Section

11.11 of the Merger Agreement.

On November 11, 2024, the

Company entered into an Amendment No.

1 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

Amendment No.

1 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.

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.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Amendment No.

On February 10, 2025, the Company entered into Amendment No.

and Restated Agreement and Plan of Merger (the “Amendment No.

2”), which amended the Merger Agreement in accordance with Section

11.11 of the Merger Agreement.

On February 10, 2025, the

Company entered into Amendment No.

2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

Amendment No.

2 amended and restated certain defined terms in the Merger

Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership

Units to be received by Korea NewCo and US NewCo in connection with the transactions contemplated by the Merger Agreement.

Further, Amendment

2 amended and restated certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist

of six directors, which shall initially include six director nominees designated by EM and reasonably acceptable to the Company, insofar

as those nominees are elected to the New EM board of directors.

Finally, Amendment No.

2 replaced the form of the Amended and Restated

Certificate of Incorporation to be filed immediately following the Effective Time with the form attached as Exhibit A to Amendment No.

and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule,

clarifying the amount of Company Membership Units to be received by Korea NewCo and US NewCo in connection with the transactions contemplated

by the Merger Agreement.

Further, Amendment No.

2 amended and restated certain provisions of the Merger Agreement such that the New EM board

of directors after the Closing will consist of six directors, which shall initially include six director nominees designated by

EM and reasonably acceptable to the Company, insofar as those nominees are elected to the New EM board of directors.

Finally, Amendment

2 replaced the form of the Amended and Restated Certificate of Incorporation to be filed immediately following the Effective Time

with the form attached as Exhibit A to Amendment No.

Amendment No.

On March 31, 2025, the Company entered into Amendment No.

Amended and Restated Agreement and Plan of Merger (the “Amendment No.

3”), which amended the Merger Agreement in accordance

with Section 11.11 of the Merger Agreement.

On March 31, 2025,

the Company entered into Amendment No.

3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

Amendment No.

On June 11, 2025, the Company

entered into an Amendment No.

4 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

4”), by and among

the Company, the Company’s Merger Subsidiary LLC (“Merger Sub”), and EM, which amended the Amended and Restated Agreement

and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company,

Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.

Amendment No.

On July 21, 2025, the Company

entered into an Amendment No.

5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

5”), by and among

the Company, the Company’s Merger Subsidiary LLC, and EM, which amended the Amended and Restated Agreement and Plan of Merger,

dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM,

by among other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31,

2025, regarding the acquisition of Critical Mineral Recovery, Inc.

and removing references to certain precedent step transactions related

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Ancillary Agreements

38 unchanged sentences

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 guaranteed any deficiency of restricted cash which may have existed as of March 31,

Agreement”) pursuant to which the Backstopper guaranteed any deficiency of restricted cash which may have existed as of June 30,

2025 and December 31, 2024, and agreed to advance funds as needed to remedy any such deficiency.

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

On June 28, 2024, the Sponsor

5 unchanged sentences

Combination if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on June 28, 2024.

On June 20, 2025 and June

23, 2025, in connection with the Extension Special Meeting, the Sponsor and the Company entered into Non-Redemption Agreements with several

unaffiliated third-party holders of the Company’s common stock (the “Investors”) on substantially the same terms in

exchange for their agreement to not redeem up to an aggregate of 704,097 shares of the Company’s common stock (the “Non-Redeemed

Shares”) in connection with the Extension Special Meeting.

In exchange for the foregoing commitment not to redeem such shares,

the Sponsor and the Company have agreed to cause the surviving entity (“MergeCo”) of any future the Company initial business

combination to issue to the Investors up to an aggregate of 35,205 ordinary shares of MergeCo immediately following the consummation

of an initial business combination if the Investors continue to hold such Non-Redeemed Shares through the Extension Special Meeting held

on June 26, 2025.

Non-Redemption Agreements shall terminate on the earlier of (i) the failure of the Company’s stockholders to approve the Extension

at the Extension Special Meeting, (ii) the Company’s determination not to proceed with the Extension, (iii) the fulfillment of

all obligations of parties to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written

agreement of the parties or (vi) if the applicable Investor exercises its redemption rights with respect to any Non-Redeemed Shares in

connection with the Extension Special Meeting and such Non-Redeemed Shares are actually redeemed .

On June 26, 2025, the Company

held the Extension Special Meeting and the Extension was approved by stockholders.

The Investors subject to the Non-Redemption Agreements

did not redeem their Non-Redeemed Shares in connection with the Extension Special Meeting.

Following the Extension Special Meeting, the

obligations of the parties under the Non-Redemption Agreements were fulfilled in accordance with their terms, and such agreements terminated.

Advisory Agreement

26 unchanged sentences

as of the delivery of the Fee Shares.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

June 20, 2025, 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 Company.

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 three months, (iii) a minimum of $ 4,500,000 remains in the Trust Account immediately

following the extension and (iv) no more than 25,000 shares of the Company were transferred to non-affiliate holders of the Company’s

founder shares or Target’s equity in connection with the extension, CCM shall receive 15,000 of the Post-Closing Company, 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

The Fee Shares shall be duly authorized, validly issued, fully paid and non-assessable as of the delivery of the Fee Shares .

On June 26, 2025, the Company’s

stockholders approved the Extension at the Extension Special Meeting, extending the date by which the Company must complete an initial

business combination by three months.

Following the Extension, and after giving effect to the redemptions elected in connection with

the Extension Special Meeting, the Trust Account held approximately $ 6.4 million;

such redemption is settled on July 7, 2025.

of founder or target equity shares transferred to non-affiliate holders in connection with the extension was within the contractual limits

set forth in the engagement agreement with J.V.B.

Financial Group, LLC, acting through CCM.

As a result, the conditions to the issuance

of the 15,000 Fee Shares to CCM were satisfied, subject to the closing of the Company’s initial business combination.

Shares will be issued in book-entry form upon the consummation of the initial business combination.

PIPE Anchor Equity Investment

17 unchanged sentences

— The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of March 31,

2025 and December 31, 2024, there were 2,283,976 shares of common stock outstanding excluding 1,082,789 shares of common stock subject

to possible redemption.

As of June 30, 2025

and December 31, 2024, there were 2,283,976 shares of common stock outstanding excluding 89,053 and 1,082,789 shares of common stock

subject to possible redemption, respectively.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Note 8 — Fair Value Measurements

16 unchanged sentences

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2025 and December

At June 30, 2025 and December

31, 2024, the assets held in the Trust Account were held in cash.

From inception through March 31, 2025, the Company withdrew $ 70,571,778

From inception through June 30, 2025, the Company withdrew $ 70,775,640

in connection with redemptions of common stock, which includes $ 2,267,561 of the interest earned on the Trust Account distributed to

1 unchanged sentence

as restricted cash on the accompanying unaudited condensed consolidated balance sheets.

At March 31, 2025 and December

At June 30, 2025 and December

31, 2024 there were no assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy

5 unchanged sentences

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.

financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”),

or group, in deciding how to allocate resources and assess performance.

The Company’s CODM

has been identified as the Chief Operating Officer , 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

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

When evaluating the Company’s

1 unchanged sentence

For the Three Months Ended

General and administrative expenses

For the Six Months Ended

General and administrative

Interest income from restricted cash held in trust account

The key measures of segment profit or loss reviewed by our CODM are

interest income from restricted cash held in Trust Account and general and administrative expenses.

The CODM reviews interest income from

restricted cash 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 10 — Subsequent Events

The key measures of segment

profit or loss reviewed by our CODM are interest income from restricted cash held in Trust Account and general and administrative expenses.

The CODM reviews interest income from restricted cash 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.

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.

— Subsequent Events

The Company evaluated subsequent

events and transactions that occurred after March 31, 2025, the balance sheet date, up to the date that the unaudited condensed consolidated

events and transactions that occurred after June 30, 2025, the balance sheet date, up to the date that the unaudited condensed consolidated

financial statements were issued.

Based upon this review, the Company did not identify any other subsequent events that would have required

adjustment or disclosure in the unaudited condensed consolidated financial statements.

Based upon this review, other than described below, the Company did not identify any other subsequent

events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Under the terms of the Amendment

3 to Amended and Restated Merger Agreement dated March 31, 2025, regarding the acquisition of CMR Merger Agreement, as previously

filed in the Registration Statement on Form S-4, the CMR Merger Agreement may be terminated in the event the business combination does

not close by June 30, 2025.

On July 3, 2025, the CMR Merger Agreement was terminated.

On July 21, 2025, the Company

entered into an Amendment No.

5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

5”), by and among

the Company, the Company’s Merger Subsidiary LLC, and EM, which amended the Amended and Restated Agreement and Plan of Merger,

dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM,

by among other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31,

2025, regarding the acquisition of CMR and removing references to certain precedent step transactions related thereto.

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-Q

Item 1. Financial Statements