What changed in this filing

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Item 5. Other Information

2025-08-15 compared with 2025-05-15 · 64 added, 84 removed, 33 unchanged (82% of the section changed)

OTHER INFORMATION.

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).

following documents are filed as exhibits to this Quarterly Report on Form 10-Q.

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).

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.

the Registration Statement on Form S-4 (File No.

or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the six

months ended June 30, 2025 (each as defined in Item 408 of Regulation S-K under the Exchange Act).

The following documents

are filed as exhibits to this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

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).

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).

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.

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).

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.

333-283119) filed with the SEC on January 24, 2025).

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).

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

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).

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.

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).

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.

333-283119) filed with the SEC on April 25, 2025, and incorporated herein by reference).

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).

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.

333-283119) filed with the SEC on February 10, 2025).

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).

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.

333-283119) filed with the SEC on February 10, 2025).

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).

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.

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).

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.

333-283119) filed with the SEC on February 10, 2025).

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).

333-283119) filed with the SEC on April 25, 2025).

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.

(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).

333-283119) filed with the SEC on April 25, 2025).

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.

(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).

333-283119) filed with the SEC on April 25, 2025).

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.

(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).

333-283119) filed with the SEC on April 25, 2025).

Amendment No.

1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and NS World Co.

(incorporated by reference

to Exhibit 10.51 to the Company’s Amendment No.

(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).

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

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

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

333-283119) filed with the SEC on April 25, 2025).

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

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

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

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

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

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Schema Document.

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.

Inline XBRL Taxonomy Extension

Definition Linkbase Document.

Inline XBRL Taxonomy Extension

Label Linkbase Document.

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

In accordance with the requirements

1 unchanged sentence

TECHNOLOGY METALS ACQUISITION CORP.

August 14, 2025

Daniel Mamadou

1 unchanged sentence

(Principal Executive Officer)

August 14, 2025

John Stanfield

3 unchanged sentences

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 5. Other Information