What changed in this filing

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Item 1. Financial Statements

2025-11-18 compared with 2025-08-15 · 673 added, 579 removed, 914 unchanged (58% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

6 unchanged sentences

Due to affiliates

Bank overdraft

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, 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

Common Stock subject to possible redemption, $ 0.0001 par value, 564,337 shares at redemption value of $ 11.33 per share at September 30, 2025 and 1,082,789 shares at redemption value of $ 11.22 per share at December 31, 2024, respectively

STOCKHOLDERS’ DEFICIT

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1,000,000 shares authorized;

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

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

Common stock;

1 unchanged sentence

100,000,000 shares authorized;

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)

2,283,976 shares issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 564,337 shares at September 30, 2025 and 1,082,789 shares at December 31, 2024 subject to redemption)

Additional paid-in capital

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( 10,802,265 )

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’

The accompanying notes

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

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

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For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating expenses

11 unchanged sentences

$ ( 246,129 )

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

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 AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

stockholders’

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( 12,040,155 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Accretion of redeemable common stock to redemption value

Excise tax on redemption of Class A common stock

Balance, September 30, 2025

$ ( 12,453,945 )

$ ( 12,453,717 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

stockholders’

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( 9,918,307 )

Accretion of redeemable common stock to redemption value

Balance, September 30, 2024

$ ( 10,133,643 )

$ ( 10,133,415 )

The accompanying notes are an integral part

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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Accounts payable and accrued expenses

Bank overdraft

Franchise tax payable

1 unchanged sentence

NET CASH USED IN OPERATING ACTIVITIES

( 1,072,511 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account to pay franchise and

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay franchise and income taxes

NET CASH PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from convertible promissory note - related party

Redemption of common stock - due to stockholders

( 5,865,713 )

( 12,219,791 )

Proceeds from working capital loans - related party

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CASH USED IN FINANCING ACTIVITIES

( 4,998,249 )

( 11,476,212 )

NET CHANGE IN CASH AND RESTRICTED CASH

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CASH AND RESTRICTED CASH, END OF PERIOD

Supplemental Cash Flow Information:

Cash paid during the year for:

Franchise taxes

Supplemental disclosure on non-cash activities:

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Excise tax on redemption of Class A common stock

Due to stockholders for redemption of Common Stock

The accompanying notes are an integral part

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 1 — Description of Organization and Business Operations

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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”).

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 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,

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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.

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

As of September 30, 2025,

the Company had not commenced any operations.

All activity through September 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.

Company 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

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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.

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.

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 .

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).

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 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 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.

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

fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust

Account, as described below.

On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered

investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated

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

government 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 fund selected by the

Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the

Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described

On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company

(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S.

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

The Company’s management

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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 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.

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 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.

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amendments to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”).

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within

the control of a company require common stock subject to redemption to be classified outside of permanent equity.

Given that the Public

Shares will be issued with other freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the

Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with

Conversion and other Options”.

In accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company

require common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with

other freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified

as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.

The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will

become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of

issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption

date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of

the instrument to equal the redemption value at the end of each reporting period.

If it is probable that the equity instrument will become redeemable, the Company has

the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes

probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes

in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the

end of each reporting period.

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and

are classified as such on the unaudited condensed consolidated balance sheets until such date that a redemption event takes place.

While redemptions cannot cause the Company’s

net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the unaudited condensed consolidated

balance sheets until such date that a redemption event takes place.

Redemptions of the Company’s

Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating

to the Company’s Business Combination.

If the Company seeks stockholder approval of the Business Combination, the Company will

proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote

as required by law or stock exchange rule.

If a stockholder vote is not required by applicable law or stock exchange listing requirements

and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate

of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”)

and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction

is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business

or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor

has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving

a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do

vote, irrespective of whether they vote for or against the proposed transaction.

Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to

the Company’s Business Combination.

If the Company seeks stockholder approval of the Business Combination, the Company will proceed

with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required

by law or stock exchange rule.

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the

Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation,

conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer

documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by

applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons,

the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder

Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination.

Additionally,

each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote

for or against the proposed transaction.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Notwithstanding the foregoing,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The period of time for the

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space (the “Target”) for a potential business combination.

There can be no assurance that a definitive agreement will be

entered into or that the proposed transaction will be consummated.

There can be no assurance that a definitive agreement will be entered

into or that the proposed transaction will be consummated.

On September 29, 2023, the

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The amount due to the redeeming stockholders was subsequently disbursed on October 12,

On October 9, 2023, the

Company received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”)

On October 9, 2023, the Company

received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”)

stating that the Company no longer complied with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued

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to regain compliance with the Rule.

If Nasdaq accepted the Compliance Plan, Nasdaq could grant the Company an extension of up to 180

calendar days from the date of the Notice to evidence compliance.

On November 12, 2023 the Company received an extension to regain compliance

with the Rule on or before April 8, 2024.

As of April 5, 2024, the Company has received e-mail confirmation from Nasdaq that the Total

Holder Requirement deficiency had been cured, followed by a formal confirmation from Nasdaq on April 11, 2024.

If Nasdaq accepted the Compliance Plan, Nasdaq could grant the Company an extension of up to 180 calendar

days from the date of the Notice to evidence compliance.

On November 12, 2023 the Company received an extension to regain compliance with

the Rule on or before April 8, 2024.

As of April 5, 2024, the Company has received e-mail confirmation from Nasdaq that the Total Holder

Requirement deficiency had been cured, followed by a formal confirmation from Nasdaq on April 11, 2024.

On October 16, 2023, the

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Switaj and Oggenfuss on October 16, 2023.

On November 8, 2023, to

mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective

test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S.

government treasury obligations held in the

Trust Account and placed all funds in the Trust Account in an interest-bearing deposit account.

On November 8, 2023, to mitigate

the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test

of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S.

government treasury obligations held in the Trust

Account and placed all funds in the Trust Account in an interest-bearing deposit account.

On January 25, 2024, the

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space (the “Target”) for a potential business combination.

There can be no assurance that a definitive agreement will be

entered into or that the proposed transaction will be consummated.

There can be no assurance that a definitive agreement will be entered

into or that the proposed transaction will be consummated.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

On March 18, 2024, each

SEPTEMBER 30, 2025

On March 18, 2024, each of

Emily King and Mr.

Andrew Switaj resigned from their positions as directors, and members of the audit committee and compensation

committee, effective immediately.

Andrew Switaj resigned from their positions as directors, and members of the audit committee and compensation committee,

effective immediately.

King’s nor Mr.

Switaj’s resignation was a result of any disagreement with the

Company on any matter related to the operations, policies, or practices of the Company.

Switaj’s resignation was a result of any disagreement with the Company on

any matter related to the operations, policies, or practices of the Company.

On March 22, 2024, the Company

issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals LLC, a Delaware company

(“EM”) for a potential business combination.

issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals LLC, a Delaware company (“EM”)

for a potential business combination.

On April 1, 2024, the Company

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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 “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.

On November 11, 2024, WTMA entered into an Amendment

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.

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

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 5, 2024, the Company

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The amount due to the redeeming stockholders was subsequently disbursed on August 2, 2024.

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.

On 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

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

JUNE 30, 2025

SEPTEMBER 30, 2025

On July 12, 2024, the Board

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Rockett to certain

compensation subject to the condition that the Initial Business Combination is consummated, among other things, as further set forth

in the agreement.

compensation subject to the condition that the Initial Business Combination is consummated, among other things, as further set forth in

the agreement.

Rockett was appointed to serve as an independent director, member of the audit committee, and chair of the compensation

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suspended at the opening of business on January 7, 2025.

The Notice stated that a Form 25-NSE will be filed with the SEC, which will

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

The Notice stated that a Form 25-NSE will be filed with the SEC, which will remove

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

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

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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.

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

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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 .

SEPTEMBER 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,

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

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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.

518,102 shares of the Company’s common stock, respectively, properly exercised, and as of June 30, 2025 10-Q filing, 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 10-Q filing, 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 in connection

with Extension was subsequently disbursed on July 7, 2025.

On July 29, 2025, the 475,634 shares redemption in connection with Business

Combination was cancelled and new redemptions were made (see below).

On September 2, 2025, the

Company held a Business Combination Special Meeting and stockholders approved the resubmitted proposals previously approved on June 26,

2025 Special Meeting of Stockholders to confirm their approval in light of the changes to the business combination that occurred following

the June Special Meeting.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

In connection with the Business

Combination Special Meeting, the holders of 484,751 shares of the Company’s common stock properly exercised, and as of September

30, 2025 10-Q filing, an aggregate of 46,147 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 Business Combination Special Meeting,

the aggregate redemption amount was $ 5.48 million, which would leave approximately $ 0.90 million in the trust account after giving effect

to the redemptions in connection with the Business Combination Special Meeting.

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 September 30, 2025 10-Q filing, an aggregate of

438,604 shares in connection with Business Combination was redeemed effectively at a redemption price of approximately $ 11.31 per share,

for an aggregate redemption amount of approximately $ 4.96 million.

On September 29, 2025, the

Company held as Special Meeting of its stockholders and the stockholders approved the proposal to approve and adopt an amendment of the

Company’s amended and restated certificate of incorporation, as previously amended, 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 September 30, 2025 to

up to December 30, 2025 for no contribution to the trust account established in connection with the IPO.

In connection with the Special

Meeting, the holders of 350 shares of the Company’s common stock properly exercised, and as of the date hereof have not reversed,

their right to redeem their shares for cash at a redemption price of approximately $ 11.38 per share, for an aggregate redemption amount

of approximately $ 4.0 thousand, leaving approximately $ 6.4 million in the trust account, based on the approximately $ 6.4 million held

in the trust account as of September 29, 2025 (less funds that may be withdrawn to pay taxes).

The Company has determined that it will

not utilize any funds from its trust account to pay any potential excise taxes that may become due upon a redemption of the Company’s

public shares in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date.

The Company has also determined that it will not utilize any funds from its trust account to pay any dissolution expenses in connection

with the liquidation of the trust account and of the Company if it does not effect a business combination prior to its termination date.

The Initial Stockholders

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In order to protect the amounts held in the Trust Account,

the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to

the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the

amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver

of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility

that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which

the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust

the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the

Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount

of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any

right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity

of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not

be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor

will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the

Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company

does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Risks and Uncertainties

6 unchanged sentences

as the military conflict in Ukraine and the Middle East.

The Company cannot at this time fully predict the likelihood of one or more

of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and its

ability to complete an initial Business Combination.

On August 16, 2022, the

IR Act was signed into federal law.

The Company cannot at this time fully predict the likelihood of one or more of

the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and its ability

to complete an initial Business Combination.

On August 16, 2022, the IR

Act was signed into federal law.

The IR Act provides for, among other things, a new U.S.

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of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain

exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide

regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other

repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject

to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination,

extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases

in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and

amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a

Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other

guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the

mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available

on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

In addition, certain exceptions

apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations

and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase

that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote

or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection

with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any

PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination,

but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment

of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business

Combination and in the Company’s ability to complete a Business Combination.

During the second quarter

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These regulations

provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023

would be October 31, 2024.

Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which

are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total

liability for any amount that is unpaid from November 1, 2024 until paid in full.

On October 15, 2024, the Company filed an excise tax

return for the year ended December 31, 2023.

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

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.

provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would

be October 31, 2024.

Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently

estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for

any amount that is unpaid from November 1, 2024 until paid in full.

On October 15, 2024, the Company filed an excise tax return for the

year ended December 31, 2023.

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

the three and nine months ended September 30, 2025, the Company recognized $ 42,947 and $ 102,129 in interest and penalties, respectively.

The Company recognized a total of $ 115,638 in interest and penalties through September 30, 2025.

For the year ended December

8 unchanged sentences

The excise tax is representative of a contingent

liability that is probable of occurring due to the extension to June 30, 2025, past the end of the Company’s current year reporting

liability that is probable of occurring due to the extension to September 30, 2025, past the end of the Company’s current year reporting

The Company would be required to record a liability in the amount of the excise tax liability which would be calculated as 1 %

2 unchanged sentences

If the SPAC were to completely liquidate and dissolve (within the meaning of § 1.331-1(d)(1)(ii)) during a taxable year

(that is, has a final distribution in complete liquidation to which § 331 applies during that taxable year), no distribution by

that covered corporation or covered surrogate foreign corporation during that taxable year is a repurchase.

(that is, has a final distribution in complete liquidation to which § 331 applies during that taxable year), no distribution by that

covered corporation or covered surrogate foreign corporation during that taxable year is a repurchase.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

As such, the Company recorded

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.

a 1 % excise tax liability in the amount of $ 879,876 (inclusive of $ 102,129 penalties and interest for the nine months ended September

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 September 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.

On July 4, 2025, the One

Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States.

The significant provisions of OBBBA include

the permanent extension and modification of certain provisions of the Tax Cuts and Jobs Act, including international tax provisions.

legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in later years.

is evaluating the provisions of OBBBA but it is not expected to have a material impact on the Company’s financial statements.

Going Concern, Liquidity and Capital Resources

As of June 30, 2025, the

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

Further, the Company has incurred and expects to continue

to incur significant costs in pursuit of its financing and acquisition plans.

The Company has no revenue, and its business plan is dependent

on the completion of a Business Combination within the Combination Period.

If the Company is unable to compete a Business Combination

within the Combination Period, it must liquidate.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed

consolidated financial statements.

As of September 30, 2025,

the Company had negative operating cash of $ 233 , reported as bank overdraft and a working capital deficit of $ 9,778,472 .

Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination Period.

If the Company

is unable to complete a Business Combination within the Combination Period, it must liquidate.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year

from the issuance date of the unaudited condensed consolidated financial statements.

Until the consummation of

3 unchanged sentences

of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and

negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available

to operate its business prior to a Business Combination.

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating

a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate

its business prior to a Business Combination.

The Company will need to

3 unchanged sentences

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required

to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of

a Business Combination.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable

terms, if at all.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if

As a result of the above,

2 unchanged sentences

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 September 30, 2025, the scheduled liquidation date of the Company if it

Company’s ability to continue as a going concern through December 30, 2025, the scheduled liquidation date of the Company if it

does not complete a Business Combination prior to such date.

7 unchanged sentences

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

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.

able to consummate any Business Combination by December 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

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 2 — Summary of Significant Accounting

1 unchanged sentence

The accompanying unaudited

condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted

in the United States of America (“U.S.

condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in

the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information or

footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S.

have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do

not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments,

consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and

cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction

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 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

Certain information or footnote

disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S.

GAAP have been

condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include

all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting

of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows

for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction 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 and nine months

ended September 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.

10 unchanged sentences

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an

emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period, which means that when a standard is issued or revised, and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

The JOBS Act provides that an emerging

growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the

potential differences in accounting standards used.

Use of Estimates

5 unchanged sentences

Making estimates requires management to exercise significant judgment.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ

significantly from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events.

Actual results could differ from

those estimates.

estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly

from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Actual results could differ from those estimates.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Cash and Cash Equivalents

2 unchanged sentences

The Company did not have

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

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

Bank Overdraft

As of September 30, 2025, the Company had drawn more funds than its

available cash balance to pay operating expenses.

As a result, the Company had a negative cash balance of $ 233 in its operating bank accounts,

which is reported as a bank overdraft.

This overdraft is classified under current liabilities in the accompanying unaudited condensed

consolidated balance sheets.

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,

On September 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 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 September 30, 2025 and December

31, 2024, there were no investments held in Trust Account.

12 unchanged sentences

may exceed the Federal Depository Insurance Corporation limit.

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.

As of September 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.

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

As of September

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

JUNE 30, 2025

SEPTEMBER 30, 2025

The Company’s effective

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.

tax rate was ( 2.28 )% and ( 79.46 )% for the three months ended September 30, 2025 and 2024, respectively, and ( 2.45 )% and ( 40.40 )% for the

nine months ended September 30, 2025 and 2024, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the

three and nine months ended September 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

accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed consolidated financial statements

and prescribes a recognition threshold and measurement process for unaudited condensed consolidated financial statement recognition and

measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must

be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification,

interest and penalties, accounting in interim period, disclosure and transition.

accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed consolidated financial statements and

prescribes a recognition threshold and measurement process for unaudited condensed consolidated financial statement recognition and measurement

of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and

penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued

interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits as of June

There were no unrecognized tax benefits as of September

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.

Amounts accrued for interest and penalties were $ 17,073 and $ 0 , respectively, as of September 30, 2025

and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

35 unchanged sentences

withdrawn to pay taxes).

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

On June 26, 2025, 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 10-Q filing,

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 10-Q filing, 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 in connection

with Extension was subsequently disbursed on July 7, 2025.

On July 29, 2025, the 475,634 shares redemption in connection with Business

Combination was cancelled and new redemptions were made (see below).

On September 2, 2025, in

connection with the Business Combination Special Meeting, the holders of 484,751 shares of the Company’s common stock properly exercised,

and as of September 30, 2025 10-Q filing, an aggregate of 46,000 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 Business

Combination Special Meeting, the aggregate redemption amount was $ 5.48 million, which would leave approximately $ 0.90 million in the trust

account after giving effect to the redemptions in connection with the Business Combination Special Meeting.

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 September 30, 2025 10-Q filing,

an aggregate of 438,604 shares in connection with Business Combination was redeemed effectively at a redemption price of approximately

$ 11.31 per share, for an aggregate redemption amount of approximately $ 4.96 million.

On September 29, 2025, in

connection with the votes to approve Extension, the holders of 350 shares of the Company’s common stock properly exercised, and

as of the date hereof have not reversed, their right to redeem their shares for cash at a redemption price of approximately $ 11.38 per

share, for an aggregate redemption amount of approximately $ 4.0 thousand, leaving approximately $ 6.4 million in the trust account, based

on the approximately $ 6.4 million held in the trust account as of September 29, 2025 (less funds that may be withdrawn to pay taxes).

Accordingly, 564,337 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

1,082,789 shares of common stock subject to possible redemption on September 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

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 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 December 31, 2024

Redemption of common stock

( 5,865,713 )

Accretion of carrying value

to redemption value

ordinary shares subject to possible redemption at June 30, 2025

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at September 30, 2025

Net Loss per Share of Common Stock

The Company computes loss

per share in accordance with ASC 260-10-45 “Earnings per Share,” which requires presentation of both basic and diluted earnings

per share in accordance with ASC 260-10-45 “Earnings per Share,” which requires presentation of both basic and diluted loss

per share on the face of the statement of operations.

4 unchanged sentences

Income and losses are shared pro rata between the two classes of shares.

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding

shares of common stock during the period.

Accretion associated with the common stock subject to possible redemption is excluded from

earnings per share as the redemption value approximates fair value.

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding shares

of common stock during the period.

Accretion associated with the common stock subject to possible redemption is excluded from earnings

per share as the redemption value approximates fair value.

Diluted loss per share gives

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As a result, diluted

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.

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

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 June 30,

For the Six Months Ended June 30,

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Basic and diluted net loss per share of common stock

4 unchanged sentences

$ ( 108,443 )

$ ( 137,686 )

Basic and diluted weighted average shares outstanding

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Recent Accounting Pronouncements

15 unchanged sentences

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).

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.

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 June 30, 2025.

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 September 30, 2025.

Note 3 — Initial Public Offering and Over-Allotment

1 unchanged sentence

Company sold 7,500,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common stock and one right to receive

one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.

The Company granted the

underwriters a 45 -day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters

partially exercised the option and purchased 227,686 additional Units.

Each Unit consists of one share of common stock and one right to receive one-tenth

(1/10) of a share of common stock upon consummation of a Business Combination.

The Company granted the underwriters

a 45 -day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters partially exercised

the option and purchased 227,686 additional Units.

Note 4 — Private Placement

10 unchanged sentences

If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund

the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 5 — Related Party Transactions

6 unchanged sentences

The Company no longer has Class B common stock

The Initial Stockholders agreed to forfeit up to 281,250 Founder Shares to the extent that the Over-allotment option was

not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due

to the underwriters’ exercise of the Over-allotment option in part.

The Founder Shares were

placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent.

Subject to certain limited exceptions, 50 % of these shares will not be transferred, assigned, sold or released from escrow until the

earlier of (i) nine months after the date of the consummation of a Business Combination and (ii) the date on which the closing price

of our common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any 20 trading days within any 30 -trading day period commencing after our Business Combination and the remaining 50 % of the Founder

Shares will not be transferred, assigned, sold or released from escrow until nine months after the date of the consummation of a Business

Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock exchange

or other similar transaction, which results in all of our stockholders having the right to exchange their shares of common stock for

cash, securities or other property.

The Initial Stockholders agreed to forfeit up to 281,250 Founder Shares to the extent that the Over-allotment option was not

exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due to

the underwriters’ exercise of the Over-allotment option in part.

The Founder Shares were placed

into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent.

to certain limited exceptions, 50 % of these shares will not be transferred, assigned, sold or released from escrow until the earlier of

(i) nine months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common

stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any

20 trading days within any 30 -trading day period commencing after our Business Combination and the remaining 50 % of the Founder Shares

will not be transferred, assigned, sold or released from escrow until nine months after the date of the consummation of a Business Combination,

or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock exchange or other similar

transaction, which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or

other property.

Due to Affiliates

4 unchanged sentences

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

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

For the three and nine months

ended September 30, 2025, the Company expensed a total of $ 30,000 and $ 90,000 for support services from the Sponsor of which amount was

reported as due to affiliates, respectively.

For the three and nine months ended September 30, 2024, the Company expensed a total of $ 30,000

and $ 90,000 for support services from the Sponsor of which amount was reported as due to affiliates, respectively.

As of September 30, 2025

and December 31, 2024, respectively, there were outstanding amounts due to affiliates of $ 503,663 and $ 413,663 , which will be repaid from

Company’s operating account as soon as practicable.

6 unchanged sentences

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

4 unchanged sentences

Private Placement Units.

On December 30, 2024, the Company increased the Working Capital Loans up to $ 2.5 million in connection with

completing a Business Combination.

On December 30, 2024, the Company increased the Working Capital Loans up to $ 2.5 million in connection with completing

a Business Combination.

On September 30, 2025, the Company increased the Working Capital Loans up to $ 4 million in connection with completing

a Business Combination.

On July 30, 2023, the Company

3 unchanged sentences

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.

June 30, 2025 and September 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 , $ 286,259 and $ 106,716 , respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7,

8, 9, 10, 11 and 12,” respectively), to the Sponsor in exchange for cash.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Working Capital Note 1,

together with Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 (hereinafter, collectively, the “Working Capital Notes”)

SEPTEMBER 30, 2025

Working Capital Note 1, together

with Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 (hereinafter, collectively, the “Working Capital Notes”)

are non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close a Business

20 unchanged sentences

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

As of June 30, 2025 and

December 31, 2024.

the balances outstanding under the Working Capital Notes were $ 2,501,714 and $ 1,740,966 , respectively, reported in

Working capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.

As of September 30, 2025

and December 31, 2024.

the balances outstanding under the Working Capital Notes were $ 2,608,430 and $ 1,740,966 , respectively, reported

in Working capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.

Convertible Promissory Notes – Related

11 unchanged sentences

and the Second Promissory note, collectively, the “Convertible Promissory Notes”).

The Convertible Promissory Notes bear

no interest and shall be payable upon the earlier to occur of (i) consummation of the Company’s initial Business Combination out

of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or

in part, upon consummation of the Company’s Business Combination into additional private units at a price of $ 10.00 per unit (the

“Conversion”).

The Convertible Promissory Notes bear no

interest and shall be payable upon the earlier to occur of (i) consummation of the Company’s initial Business Combination out of

the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in

part, upon consummation of the Company’s Business Combination into additional private units at a price of $ 10.00 per unit (the “Conversion”).

The Convertible Promissory

16 unchanged sentences

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

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

notes – related party in the accompanying unaudited condensed consolidated balance sheets.

At both September 30, 2025

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

promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

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

For the three and nine months ended September 30, 2025, $ 30,000 and $ 90,000 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.

For the three

and nine months ended September 30, 2024, $ 30,000 and $ 90,000 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 September 30, 2025 and December 31, 2024,

$ 90,000 and $ 120,000 are included in due to affiliates in the unaudited condensed and audited consolidated balance sheets, respectively.

Note 6 — Commitments and Contingencies

8 unchanged sentences

lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

Underwriting Agreement

The Company granted the

underwriters a 45 -day option to purchase up to 1,125,000 additional Units to cover over-allotments at the IPO price, less the underwriting

discounts and commissions.

On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $ 10.00

per Unit, generating additional gross proceeds of $ 2,276,860 to the Company.

The Company granted the underwriters

a 45 -day option to purchase up to 1,125,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts

and commissions.

On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $ 10.00 per Unit,

generating additional gross proceeds of $ 2,276,860 to the Company.

In February 2022, the remaining portion of the underwriters’

10 unchanged sentences

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

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.

Upon 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.

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 Company will immediately be renamed Evolution Metals & Technologies Corp.

On November 6, 2024, the

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

CMR Merger Agreement

8 unchanged sentences

contains customary representations and warranties by the parties.

Certain of the representations are subject to specified exceptions

and qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR

Merger Agreement.

Certain of the representations are subject to specified exceptions and

qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR Merger

The closing of the CMR Merger

12 unchanged sentences

Amendment No.

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

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Amendment No.

2 unchanged sentences

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.

2”), which amended

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

Amendment No.

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

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

2 unchanged sentences

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.

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.

Amendment No.

On March 31, 2025,

the Company entered into Amendment No.

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.

3”), which amended

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

Amendment No.

11 unchanged sentences

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

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 thereto.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Ancillary Agreements

Company Equityholder

Support and Lock-up Agreement

Company Equityholder Support

and Lock-up Agreement

As a condition and inducement

11 unchanged sentences

As a condition and inducement

to EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up

Agreement (the “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, the Company,

EM and the persons set forth on Schedule I thereto.

Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor agreed, among

other things, (i) to vote (whether pursuant to a duly convened meeting of the stockholders of the Company or pursuant to an action by

written consent of the stockholders of the Company) in favor of the adoption and approval, promptly following the time at which the registration

statement on Form S-4 shall have been declared effective and delivered or otherwise made available to the Company’s stockholders,

of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of the Company’s

common stock until such time to be mutually agreed by the parties thereto after the Closing subject to the terms and conditions of the

Sponsor Support and Lock-up Agreement.

to EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up Agreement

(the “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, the Company, EM and

the persons set forth on Schedule I thereto.

Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor agreed, among other things,

(i) to vote (whether pursuant to a duly convened meeting of the stockholders of the Company or pursuant to an action by written consent

of the stockholders of the Company) in favor of the adoption and approval, promptly following the time at which the registration statement

on Form S-4 shall have been declared effective and delivered or otherwise made available to the Company’s stockholders, of the Merger

Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of the Company’s common stock

until such time to be mutually agreed by the parties thereto after the Closing subject to the terms and conditions of the Sponsor Support

and Lock-up Agreement.

Service Provider Agreements

3 unchanged sentences

In connection

with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services

to the extent that certain conditions, including the closing of a potential Business Combination, are met.

If a Business Combination

does not occur, the Company would not expect to be required to pay these contingent fees.

There can be no assurance that the Company

will complete a Business Combination.

with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to

the extent that certain conditions, including the closing of a potential Business Combination, are met.

If a Business Combination does

not occur, the Company would not expect to be required to pay these contingent fees.

There can be no assurance that the Company will complete

a Business Combination.

Backstop Agreement

1 unchanged sentence

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 June 30,

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

30, 2025 and December 31, 2024, and agreed to advance funds as needed to remedy any such deficiency.

4 unchanged sentences

retained their right to redeem in connection with the closing of the Business Combination.

The commitment to not redeem was accepted

by holders of 2,432,185 shares of redeemable common stock.

The commitment to not redeem was accepted by

holders of 2,432,185 shares of redeemable common stock.

In consideration of this agreement, the Sponsor agreed to cause the surviving

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

On June 28, 2024, the Sponsor

and the Company 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

meeting held on June 28, 2024.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor 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 held on June 28, 2024.

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 meeting

held on June 28, 2024.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor 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 held on June 28, 2024.

On June 20, 2025 and June

3 unchanged sentences

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 .

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,

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

13 unchanged sentences

of the Company’s founder shares or Target’s equity in connection with the Extension.

CCM shall receive 100,000 shares of

common stock or equivalent equity of the publicly listed post-business combination company (the “Post-Closing Company”) (the

“Fee Shares”), 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 designee).

The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and non-assessable

and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the fee shares.

CCM shall receive 100,000 shares of common

stock or equivalent equity of the publicly listed post-business combination company (the “Post-Closing Company”) (the “Fee

Shares”), 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 designee).

The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and non-assessable and shall

be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the fee shares.

On June 21, 2024, 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 12 months, (iii) a minimum of $ 10,000,000 remains in the Trust Account immediately following the extension

and (iv) no more than 450,000 shares of the Post-Closing Company were committed to be issued to non-affiliate holders of the Company’s

shares in connection with the extension, CCM shall receive 100,000 Fee Shares, 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 designee).

The Fee Shares, if issued, shall be duly

authorized, validly issued, fully paid and nonassessable and shall be registered for resale under the Act, or otherwise freely tradeable,

as of the delivery of the Fee Shares.

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

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 12 months, (iii) a minimum of $ 10,000,000 remains in the Trust Account immediately following the extension and (iv) no

more than 450,000 shares of the Post-Closing Company were committed to be issued to non-affiliate holders of the Company’s shares

in connection with the extension, CCM shall receive 100,000 Fee Shares, 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 designee).

The Fee Shares, if issued, shall be duly authorized,

validly issued, fully paid and nonassessable and shall be registered for resale under the Act, or otherwise freely tradeable, 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 .

SEPTEMBER 30, 2025

On 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

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 designee).

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

1 unchanged sentence

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;

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

The number 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.

2 unchanged sentences

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.

Such Fee Shares

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

PIPE Anchor Equity Investment

5 unchanged sentences

Additionally, BCG, through a special purpose lending vehicle (“Lender”), agreed to provide a debt facility (“Debt Facility”)

of up to $ 6.2 billion to EM&T or to a subsidiary of EM&T guaranteed, inter alios, by EM&T to be consummated concurrently

with the Closing.

The closing of the PIPE Anchor Equity Investment and Debt Facility is was subject to the satisfactory completion of

BCG’s on-going due diligence, final investment approvals, execution of an equity subscription agreement, execution of a debt facility

agreement, the Closing, and other closing conditions.

of up to $ 6.2 billion to EM&T or to a subsidiary of EM&T guaranteed, inter alios, by EM&T to be consummated concurrently with

The closing of the PIPE Anchor Equity Investment and Debt Facility is was subject to the satisfactory completion of BCG’s

on-going due diligence, final investment approvals, execution of an equity subscription agreement, execution of a debt facility agreement,

the Closing, and other closing conditions.

Note 7 — Stockholders’ Deficit

1 unchanged sentence

— On June 25, 2021, the Sponsor purchased 1,437,500 shares of Class B common stock for an aggregate purchase price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such share of Class B common stock for 1.5 shares of our common stock,

resulting in the Sponsor holding an aggregate of 2,156,250 founder shares.

On October 13, 2021, the Company effected an exchange of each such share of Class B common stock for 1.5 shares of our common stock, resulting

in the Sponsor holding an aggregate of 2,156,250 founder shares.

The Company no longer has Class B common stock authorized.

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

As of June 30, 2025

As of September 30,

2025 and December 31, 2024, there were 2,283,976 shares of common stock outstanding excluding 564,337 and 1,082,789 shares of common stock

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 8 — Fair Value Measurements

8 unchanged sentences

assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets

for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or

liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices

for identical assets or liabilities in markets that are not active.

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

At June 30, 2025 and December

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

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

the stockholders, $ 1,045,248 of the interest earned on the Trust Account to pay franchise and income taxes of which no amount is reported

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

At September 30, 2025 and

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

From inception through September 30, 2025, the Company withdrew

$ 76,437,491 in connection with redemptions of common stock, which includes $ 2,737,938 of the interest earned on the Trust Account distributed

to the stockholders, $ 1,045,248 of the interest earned on the Trust Account to pay franchise and income taxes of which no amount is reported

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

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

of the valuation inputs the Company utilized to determine such fair value.

At September 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 of the valuation inputs the Company utilized to determine such fair value.

Note 9 — Segment Information

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

When evaluating the Company’s

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative

8 unchanged sentences

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

— Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent

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

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

financial statements were issued.

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.

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.

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