Item 5. Other Information
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) None of our directors
or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the nine
months ended September 30, 2025 (each as defined in Item 408 of Regulation S-K under the Exchange Act).
42
ITEM 6. EXHIBITS.
The following documents are
filed as exhibits to this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
Exhibit
Number
Description of Document
2.1
Amendment No. 2 to Amended and Restated Plan of Merger, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 14, 2025).
2.2
Amendment No. 3 to Amended and Restated Plan of Merger, dated March 31, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.4 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.1
Interco Master Trade Agreement, dated January 13, 2025, between Interco Trading, Inc. and Evolution Metals LLC (incorporated by reference to Exhibit 10.40 to the Company’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on January 24, 2025).
10.2
Agreement and Plan of Merger, dated as of February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., and NiCo Metals Group LLC (incorporated by reference to Exhibit 10.27 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.3
Amendment to Company Equityholder Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (included as Annex E to the proxy statement/prospectus, which is part of the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025, and incorporated herein by reference).
10.4
Amendment to Sponsor Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (included as Annex D to the proxy statement/prospectus, which is part of the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025, and incorporated herein by reference).
10.5
Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd. (incorporated by reference to Exhibit 10.29 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
10.6
Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KCM Industry, Ltd. (incorporated by reference to Exhibit 10.30 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
10.7
Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KMMI INC. (incorporated by reference to Exhibit 10.31 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
10.8
Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and NS World Co., Ltd. (incorporated by reference to Exhibit 10.32 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on February 10, 2025).
43
10.9
Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., and NiCo Metals Group LLC. (incorporated by reference to Exhibit 10.27 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.10
Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd. (incorporated by reference to Exhibit 10.48 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.11
Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KCM Industry, Ltd. (incorporated by reference to Exhibit 10.49 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.12
Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KMMI INC. (incorporated by reference to Exhibit 10.50 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
10.13
Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and NS World Co. Ltd. (incorporated by reference to Exhibit 10.51 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on April 25, 2025).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
*
Furnished herewith.
44
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WELSBACH TECHNOLOGY METALS ACQUISITION
CORP.
Date: November 17, 2025
By:
/s/
Daniel Mamadou
Name:
Daniel Mamadou
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: November 17, 2025
By:
/s/
John Stanfield
Name:
John Stanfield
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
45
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.