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Item 1. Business

2026-02-20 compared with 2025-03-25 · 754 added, 978 removed, 1 unchanged (100% of the section changed)

We are a blank check company

incorporated under the laws of the State of Delaware on May 27, 2021.

We were formed for the purpose of effectuating a merger, stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer

to throughout this Report as our “initial business combination.” We have neither engaged in any operations nor generated any

revenue to date.

Based on our business activities, we are a “shell company” as defined under the Exchange Act because we have

no operations and nominal assets consisting almost entirely of cash.

In evaluating potential businesses

and assets for an initial business combination, we, together with our management team and the Sponsor, considered acquisition candidates

across various industry categories.

Although our efforts to identify a prospective target business were not limited to a particular industry,

we had a focus on operating businesses in the technology metals and energy transition metals sectors.

Our efforts excluded the geographic

region of China and the special administrative regions of Hong Kong and Macau or companies with their principal business operations in

China, Hong Kong or Macau.

Initial Public Offering

On December 30, 2021, WTMA

consummated the IPO of 7,500,000 Units, at a price of $10.00 per unit, generating gross proceeds of $75.00 million, and a concurrent private

placement with the Sponsor of 347,500 WTMA Units at a price of $10.00 per unit, generating gross proceeds of $3.47 million.

Unit consists of one share of WTMA Common Stock and one WTMA Right, with each WTMA Right entitling the holder thereof to receive one-tenth

of one share of WTMA Common Stock.

On January 14, 2022, pursuant to the underwriter’s exercise of the over-allotment option in part,

WTMA consummated the sale of an additional 227,686 WTMA units, at $10.00 per unit, generating gross proceeds of $2.27 million, and a concurrent

private placement with the Sponsor of 4,554 WTMA Units at a price of $10.00 per unit, generating gross proceeds of $45,540.

$77.27 million from the net proceeds of the sale of the WTMA Units in the IPO and the sale of the private units was placed in the U.S.-based

trust account with Continental, acting as trustee.

WTMA’s certificate

of incorporation provided that it had nine months from the closing of the IPO, or until September 30, 2022, to complete an initial business

On September 27, 2022, WTMA announced the approval and extension of the time period to consummate a business combination

from September 30, 2022 until December 30, 2022 and the approval of the issuance of a convertible, non-interest bearing, unsecured promissory

note in the aggregate principal amount of $772,768 to the Sponsor in order to fund such extension.

Such amount was placed into the trust

account on September 27, 2022.

Subsequently, on December 27, 2022, WTMA announced the approval and extension of the time period to consummate

a business combination from December 30, 2022 until March 30, 2023 and the approval of the issuance of an additional convertible, non-interest

bearing, unsecured promissory note in the aggregate principal amount of $772,768 to the Sponsor in order to fund such extension.

amount was placed into the trust account on December 27, 2022.

Subsequently, on March 24, 2023, WTMA held a special meeting in connection

with the votes to approve the March 2023 extension, allowing WTMA to extend the time period to consummate a business combination on a

monthly basis from March 30, 2023 to September 30, 2023 by contributing $125,000 to the trust for each month of extension.

In connection

with the extension from March 30, 2023 to September 30, 2023, WTMA issued six promissory notes in the principal amount of $125,000 to

the Sponsor, the promissory notes are convertible, non-interest bearing, and unsecured.

Subsequently, on September 29, 2023, WTMA held

another special meeting in connection with the votes to approve the September 2023 extension, allowing WTMA to extend the time period

to consummate a business combination from September 30, 2023 to June 30, 2024 without any additional contribution to the trust.

on June 28, 2024, WTMA held a special meeting in connection with the votes to approve the June 2024 extension, allowing WTMA to extend

further the time period to consummate a business combination from June 30, 2024 to June 30, 2025.

Prior to the consummation

of the IPO on December 30, 2021, neither WTMA, nor anyone on its behalf, contacted any prospective target business or had any substantive

discussions, formal or otherwise, with respect to any potential business combination transaction with WTMA.

After the completion of its

IPO and consistent with WTMA’s business purpose, WTMA’s directors and management team commenced an active, targeted search

for an initial set of potential business combination targets, leveraging the Sponsor’s network of relationships and intimate knowledge

of the private company marketplace, as well as the prior experience and network of WTMA’s directors and management team.

A total of $77,276,860, comprised

of proceeds from the initial public offering (including the over-allotment) and proceeds of the sale of the private placement units was

placed in the trust account maintained by Continental, acting as trustee.

As of December 31, 2024, $12,257,933 remains in the trust account.

On January 7, 2025, WTMA’s

securities were suspended and delisted from the Nasdaq Stock Market LLC (“Nasdaq”).

WTMA’s public units and public stock

(each, as defined herein) are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,” respectively,

and public rights (as defined herein) are currently quoted on the OTCQB under the symbol “WTMAR.”

It is the job of our sponsor

and management team to complete our initial business combination.

Our management team is led by Daniel Mamadou, our Chief Executive Officer,

John Stanfield, our Chief Financial Officer, and Christopher Clower, our Chief Operating Officer, who have many years of experience in

managing supply chains of bulk commodities.

Merger Agreement

On January 25, 2024, the Company

issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials 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.

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”

or the “Target”), for a potential business combination.

On April 1, 2024, the Company

entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub, and EM.

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 Company

entered an Amended and Restated Agreement and Plan of Merger amending the Agreement and Plan of Merger, dated as of April 1, 2024.

On November 11, 2024 WTMA

entered into an Amendment No.

1 to the Merger Agreement, amending and restating 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.

On February 10, 2025 WTMA

entered into an Amendment No.

2 to the Merger Agreement restating certain recitals and defined terms in the Merger Agreement and the corresponding

consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be received by Korea NewCo

and US NewCo in connection with the transactions contemplated by the Merger Agreement.

Further, the Amendment No.

2 amended and restated

certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist of six (6)

directors, which shall initially include six (6) director nominees designated by EM and reasonably acceptable to WTMA, insofar as those

nominees are elected to the New EM board of directors.

Finally, the 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 the Amendment No.

CMR Merger Agreement

On February 10, 2025, as part

of the series of transactions contemplated by the Business Combination, WTMA entered into an Agreement and Plan of Merger (the “ CMR

Merger Agreement ”), by and among WTMA, Critical Mineral Recovery, Inc., a Missouri corporation (“ CMR ”), and

the other parties thereto, pursuant to which CMR will be merged out of existence and into a wholly owned subsidiary of WTMA.

Pursuant to the CMR Merger

Agreement, the sole shareholder of CMR shall receive (A) 22,500,000 shares of New EM common stock, (B) cash in an amount of $125,000,000

and (C) cash in an amount up to $50,000,000 to be used to repay CMR’s indebtedness.

The CMR Merger Agreement 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.

The closing of the CMR Merger

Agreement is subject to the closing of the other transactions that are part of the Business Combination and other customary closing conditions.

The consummation of the other transactions that are part of the Business Combination are conditioned on the consummation of the transactions

contemplated by the CMR Merger Agreement.

Our Business Strategy and Acquisition Criteria

Decarbonization, the shift

to alternative energy sources from carbon-based energy systems, has become a central component of economic plans for governments and private

sector companies in markets throughout the world.

We are positioned to help drive and benefit from this energy transition.

“Net Zero” policies,

the promotion of holistic energy systems with zero net carbon emissions, are increasingly a goal of most major economic blocs.

creates a major opportunity and a supportive backdrop for companies and enterprises that foster and participate in the production of carbon-neutral

energy systems and infrastructure.

According to Goldman Sachs,

the European Union Green Deal is estimated to channel more than $12 trillion of investment in clean energy infrastructure by 2050.

these types of policies are adopted, the manner in which energy is produced will be transformed.

Buildings and real estate in general

will be upgraded and transportation will undergo a dramatic change.

By now, all major economies have embraced the energy transition.

The European Union Green

Deal recently implemented a more aggressive target to reduce greenhouse gas emissions by at least 50% by 2030.

The EU Green Deal has a

specific focus on hydrogen power and offshore wind.

China has also pledged to

achieve net zero carbon status by 2060, pledging $16 trillion to cleantech infrastructure investments by 2060 via renewables, green hydrogen,

carbon capture nuclear energy and hydropower.

In the United States, lawmakers

and regulators are also following suit.

In May 2021, for example, California and the U.S.

federal government announced an agreement to

open up areas of the Pacific Coast to the first commercial wind energy farms in an effort to promote decarbonization.

In response to these initiatives,

new sources of metals and materials will need to be developed in order to feed the supply chains of de-carbonization technologies and

renewable energy.

We call these metals and materials “Technology Metals,” “techmetals” or “Energy Transition

Metals” (ETMs).

We intend to focus our search for our initial business combination on the Technology Metals and ETMs markets.

ETMs will be needed for the

refurbishment of factories, infrastructure to help the automotive industry transition away from combustion and the efficient storage of

intermittent sources of energy such as wind and solar.

Welsbach is focused on the development of supply chains to meet this surge in ETMs

Through the transition to

electric vehicles, we expect a rise in the prices of ETMs, including certain rare earth elements (REEs), lithium, cobalt, graphite, manganese,

nickel, vanadium, copper and aluminum.

Current supply chains are not calibrated to handle this increase in demand.

Creating, investing

and supporting new supply chains for Technology Metals is the “raison d’être” of Welsbach.

In North America, ETMs supply

chains are underdeveloped as compared with Asia.

According to a report commissioned by the United States Department of Energy on rare

earth magnets, there is “little time for North American supply chain developers to move to action on economically U.S-based mine-to-magnet

technologies to rebalance the supply chain away from China’s dominance.”

The report identifies the

mid-stream and downstream segments of the rare earths supply chain as having significant gaps in the areas of magnet manufacturing processes,

magnet powder composites, recycling technologies and environmental mitigation.

The situation is similar for nickel, cobalt, lithium and

We expect a significant ramp up of U.S.

investment in ETMs and Technology Metals sectors over the coming years as the Biden

administration advances its own net zero carbon policy.

Through Welsbach Holdings

Pte Ltd, Daniel Mamadou, our CEO, and Chris Clower, our COO, invest in and support companies that are part of the global supply chain

of Technology Metals.

Welsbach Holdings Pte Ltd operates across the entire supply chain of Technology Metals and ETMs in many geographies

Our Business Combination

The coming dominance of renewables

will place further pressure on the already strained ETMs supply chains.

Easy monetary policy and zero carbon policies have created the

right setting to accelerate the transition away from fossil fuels.

New supply chains will need to be created to accommodate the growth

in demand for technology metals.

ETMs are critical to the

shift away from fossil fuels as the world gradually transitions to renewable and sustainable energy sources.

Electric vehicle batteries

utilize technology metals such as cobalt, lithium, manganese, nickel, graphite and vanadium.

Neodymium, praseodymium, dysprosium and terbium

are also critical rare earth technology metals, and are widely used in magnet composition, with applications that range from tiny electric

motors to rotor-less drives used in wind turbines.

Traditionally, the demand

for these metals has been a fraction of the demand for major base metals consumption such as copper.

Despite their critical nature, ETMs

have historically been obtained as by-products of other metals mining activities.

The rise of renewables, the de-carbonization of the

grid, and the transition to electric vehicles is putting pressure on the ETMs supply chains, driving a fundamental transformation of the

Technology Metals supply chains.

We believe prices of Technology

Metals and ETMs will increase, as demand increases more than supply going forward.

There is a long lead time to bring new mining projects

from discovery to production and the metallurgical and chemical midstream processes required can be capital intensive.

As the regulations designed

to address climate change act as catalysts for the Technology Metals sector, we expect renewable sources of energy to continue to increase

their share of the energy mix across the largest economies globally.

With the resulting expansion in demand for battery storage solutions

and electric motors, we also expect supply chains to be reconfigured in order to withstand shocks such as pandemics and to provide more

diversity of suppliers and to protect access to critical metals and materials.

From the perspective of North American and European consumption,

we expect this supply chain reconfiguration to include an emphasis on moving midstream activities currently located in Asia to European

and American based operations.

Our Approach to Environmental

and Social Governance

As the CEO and COO of both

WTMA and Welsbach Holdings Pte Ltd, our approach to ESG is conduct business that ensures our commercial relationships are balanced and

Our business at WTMA as well as Welsbach Holdings Pte Ltd is guided by the United Nations Global Compact and directed by

the UN Sustainable Development Goals.

We have a climate strategy that focuses on investing in and supporting energy efficient supply chains,

reducing fossil fuels, and optimizing water use.

In both WTMA and Welsbach Holdings Pte Ltd we adhere to UN Sustainable Development Goals

#7 “Affordable And Clean Energy”, #8 “Decent Work And Economic Growth”, #9 “Industry Innovation and Infrastructure”,

#13 “Climate Action”, and #17 “Partnerships For The Goals”.

We believe in having our

core values implemented by our partners and business counterparties.

Integrity, sustainability and accountability are the primary tenets

which guide our activity.

We believe that businesses must serve the purposes of society and as such, we strongly endorse activities that

foster economic growth, while positively impacting the environment.

As an organization committed

to transitioning to a low carbon future, we deploy our resources in supply chains that support renewable energy.

By facilitating the sourcing

and distribution of metals and materials that are critical to the clean energy transition, we fulfil our goal of becoming the partner

of choice for technology metals supply chain stakeholders and participants.

Whether lithium or nickel for batteries, graphite for anode

material, or neodymium for the production of permanent magnets, we strive to create reliable, efficient and resilient supply chains that

deliver the highest quality product at the right time.

We also ensure that our chains can withstand sudden shocks and disruptions.

As an organization committed

to good governance and social benefits, our sponsor is a participant in the United Nations Global Compact, and as such we publish our

policies regarding labor rights, anti-bribery, environmental as well as our conflict mineral policies.

We keep our personnel accountable

to respect human rights and labor standards and to ensure that environmental protection is front and center in our activities.

We collaborate

with our joint venture partners and our business counterparties to promote the best in class governance procedures and systems.

Our Competitive Advantage

Our team is composed of professionals

that have expertise in in private equity investments, portfolio management, corporate restructuring, metals and mining, physical commodity

trading, supply chain management and logistics.

Our specific competitive strengths are:

Experience in capital

markets and financing solutions

Daniel Mamadou is the CEO

of WTMA and also an executive director of Welsbach Holdings Pte Ltd;

he has honed his capital markets skills over 20 years initially as

a derivatives structurer at Bank of Mitsubishi and Deutsche Bank in London, and then as a Debt and Equity Capital Markets officer at Goldman

Sachs in London, Deutsche Bank in Singapore and Nomura holdings in Hong Kong.

During this period, Mr.

Mamadou led multiple fundraising

projects for a wide range of companies and financial institutions in Europe, North Asia, Australia and Japan.

Christopher Clower is the

COO of WTMA, and also an executive director of Welsbach Holdings Pte Ltd.

Christopher sits on a number of boards in South East Asia companies,

including Malacca Trust Pte Ltd, a holding company in Singapore which owns the top asset management company in Indonesia.

years at Merrill Lynch and raised over $4 billion of capital in the resources space.

Prior to this, Mr.

Clower was Managing Director and

Head of Corporate Finance in Merrill Lynch for South East Asia.

Christopher also worked at Deutsche Bank (1997 - 1998) and Bankers Trust

History of EM&T

Evolution Metals LLC (“EM”), a Delaware

limited liability company, was formed in February 2024 for the purpose of building an integrated midstream and downstream critical materials

platform focused on recycling, processing, and manufacturing products derived from end-of-life materials, including rare earth elements,

permanent magnets, battery metals, and precious metals.

In connection with its formation, EM was organized

as a holding company intended to acquire and integrate operating businesses with established commercial capabilities across critical materials

recycling, metal and alloy manufacturing, and advanced materials processing.

Prior to the consummation of the Business Combination,

EM completed the acquisition of (i) Handa Lab Co., Ltd., (ii) KCM Industry Co., Ltd., (iii) KMMI INC., and (iv) NS World Co., Ltd., each

a corporation organized under the laws of the Republic of Korea (collectively, the “Korean Companies”).

The Korean Companies

operate commercial-scale facilities engaged in the production of rare earth oxides, metals, alloys, powders, and permanent magnets, and

collectively represent the core operating assets of EM.

On January 5, 2026 (the “Closing Date”),

WTMA Merger Subsidiary LLC, a wholly owned subsidiary of Welsbach Technology Metals Acquisition Corp.

(“WTMA”), merged with

and into EM pursuant to the Amended and Restated Agreement and Plan of Merger, with EM surviving as a wholly owned subsidiary of WTMA

(the “Merger”).

In connection with the Closing, WTMA changed its name to Evolution Metals & Technologies Corp.

As a result of the Business Combination, EM&T

is a holding company, all of whose assets are held directly or indirectly by, and all of whose operations are conducted through, EM and

its subsidiaries, including the Korean Companies.

EM is the Company’s primary operating subsidiary and holds substantially all of

the operating assets of the consolidated enterprise.

As the sole equity owner of EM, EM&T exercises full control over the management

and operations of EM and its subsidiaries.

Evolution Metals & Technologies Corp.

is a fully integrated critical materials and technology company focused on building a secure, reliable, and self-sustaining U.S.-aligned

supply chain for critical minerals and materials (“CMM”), including rare earth elements (“REEs”), primarily through

the recycling of end-of-life materials (“urban mining”).

End-of-life materials are recovered from products that have reached

the end of their useful service life — such as batteries, electronic devices, motors, and magnets — which

can no longer perform their intended function but still contain valuable metals and materials that can be recycled and reused in new manufacturing.

EM&T owns and operates across the following midstream to downstream segments:

(i) feedstock processing, (ii) oxide production,

(iii) metal and alloy manufacturing, (iv) powder production, (v) the manufacture of bonded and sintered rare earth magnets,

(vi) battery-grade sulfates and carbonates, (vii) precursor cathode active materials (“pCAM”), (viii) precious

metals, and (ix) base metals.

These outputs integrate directly into the supply chains of, and are suitable for direct delivery to,

gigafactories, defense suppliers, original equipment manufacturers (“OEMs”), and refineries.

EM&T’s own operations

are supported by advanced recycling processes, proprietary automation, and artificial intelligence-enabled systems, allowing the Company

to continue to operate at commercial scale using proven technologies and experienced operating personnel.

Vertically Integrated Platform and Closed-Loop Recycling Model

EM&T’s business model is centered on end-of-life

materials recycling and urban mining, with a closed-loop design to convert waste streams into high-value inputs for downstream manufacturing.

EM&T’s recycling operations recover high value base and precious metals, in a addition to the magnets from U.S.

classified and commercial end-of-life electronic waste, which are subsequently processed into saleable and usable concentrates, oxides,

metals, alloys, powders, metallics, and ultimately finished bonded and sintered magnets;

separately, EM&T’s spent lithium-ion

battery recycling operations process batteries and battery materials into black mass concentrates, which are further refined into battery-grade

sulfates, carbonates, and pCAM.

Through EM&T’s U.S.-based hydrometallurgical

and pyrometallurgical processing infrastructure, EM&T processes concentrates, oxides, metals, alloys, finished magnets, carbonates,

sulfates, pCAM, precious metals, and base metals for delivery to magnet manufacturers, OEMs, battery gigafactories, and smelters/refineries.

EM&T believes that midstream battery and magnet materials are critical to supply chain resilience, cost stability and national security

Industrial Campus Strategy

EM&T is developing a large-scale, integrated

industrial campus in the United States designed to co-locate recycling, refining, and manufacturing operations across the rare earth

magnet and battery materials value chain.

industrial campus is intended to serve as the Company’s primary domestic

manufacturing and processing hub, enabling tight operational integration between feedstock intake, hydrometallurgical and pyrometallurgical

processing, oxide and metal production, pCAM, and finished magnet manufacturing.

industrial campus enables

operational synergies across the full lifecycle of its products, including feedstock intake;

hydrometallurgical and pyrometallurgical

production of oxides, metals, alloys, and powders;

manufacturing of pCAM and finished bonded and sintered magnets;

recovery and refining of battery materials;

and the extraction of precious and base metals from end-of-life materials.

By consolidating these activities within a single

industrial campus, EM&T believes it can reduce logistics complexity and inefficiencies, shorten production cycles, improve quality

control, and enhance cost efficiency, while supporting secure domestic production for strategic end markets.

The campus is designed to

process multiple feedstock streams, including magnets, lithium-ion batteries, electronic scrap, and other secondary materials, and to

produce finished products suitable for direct delivery to gigafactories, defense suppliers, OEM customers, and smelters/refineries.

Hydrometallurgy

EM&T believes that hydrometallurgy is a necessary

and critical processing component for rare earth processing and recycled magnet conversion and that limited availability of a large-scale

hydrometallurgical capacity outside of China has historically constrained non-Chinese rare earth supply chains.

EM&T estimates that

China controls nearly all of global hydrometallurgical processing capacity for rare earths, and EM&T believes that the absence of

large commercial-scale hydrometallurgical facilities in the United States reflects a combination of feedstock availability challenges,

capital intensity, permitting requirements, and waste management considerations.

As part of its U.S.

industrial campus strategy,

EM&T plans to develop large-scale hydrometallurgical processing facility in the United States designed to process recycled feedstock

from magnets, batteries, and electronic scrap.

EM&T intends for this facility to serve as a core component of its domestic midstream

processing platform, supporting oxide production and downstream magnet manufacturing.

EM&T believes that establishing domestic hydrometallurgical

capacity is essential to reducing reliance on foreign processing infrastructure and enabling a closed-loop supply chain.

EM&T’s internal engineering team includes

personnel with decades of experience in the design, construction, and operation of large commercial-scale hydrometallurgical facilities.

EM&T believes that leveraging this operational experience reduces development and scale-up risk relative to first-time or greenfield

Technology, Automation, and Operational Capabilities

EM&T integrates proprietary artificial intelligence

and smart machine technologies across its operating platform, including within its U.S.

industrial campus, to automate key production

and material-handling functions.

These systems are designed to reduce labor intensity, improve process consistency, optimize throughput,

and lower unit operating costs.

The Company’s automation capabilities are embedded throughout its recycling, refining, and manufacturing

operations and are intended to support scalable, repeatable, and high-reliability production.

Markets and End-Use Applications

EM&T supplies critical materials and manufactured

products to customers across the automotive, renewable energy, consumer electronics, and defense sectors.

The Company’s outputs

are designed to serve as direct inputs for gigafactories and OEMs, supporting electrification, energy transition technologies, and defense-related

manufacturing.

EM&T’s U.S.-based industrial campus supports domestic industrial capacity while reducing reliance on foreign-controlled

processing and refining infrastructure.

Strategy and Growth Objectives

EM&T’s mission is to become the U.S.

in rare earth magnet, battery and critical materials midstream production.

In pursuing this mission, EM&T believes that:

● It is uniquely positioned to address structural supply constraints

rare earth magnet manufacturing and battery materials processing with lower execution risk and within a shorter timeframe

than alternative approaches, due to its existing commercial operations, vertically integrated platform, and experienced management team.

● Few, if any, companies outside of China possess comparable real-world,

commercial-scale operating experience across both rare earth magnet manufacturing and critical battery midstream processing, including

hydrometallurgical conversion of recycled materials into battery-grade intermediates.

As part of its growth strategy, EM&T plans,

in phase one, to:

● Develop approximately 55,000 tonnes per year of rare earth magnet

manufacturing capacity in the United States within two years, including high-performance rare earth magnets, with no reliance

● Develop approximately 78,000 tonnes per year of battery-grade

carbonates, sulfates, and pCAM in the United States within two years.

● House these magnet and battery midstream operations primarily

within EM&T’s U.S.

industrial campus, supported by large-scale hydrometallurgical and pyrometallurgical facilities that

EM&T expects to rank among the largest commercial facilities of their kind in the Western Hemisphere.

● Implement a closed-loop secondary metals system designed to

integrate magnet materials, battery materials, precious metals, and base metals recycling, while minimizing waste generation and supporting

secure domestic supply chains.

EM&T further believes that:

● Its business model, focused on the recycling of high-performance

rare earth magnets and lithium-ion batteries, combined with its established commercial operating expertise, represents a practical and

efficient pathway for the United States to achieve large-scale domestic production of both rare earth magnets and battery midstream

● Leveraging end-of-life materials feedstock for both magnets

and batteries, together with proven manufacturing processes and experienced operating teams, enables faster deployment, reduced capital

and technology risk, and improved supply chain security compared to greenfield or upstream-dependent alternatives.

● This integrated magnet and battery midstream approach provides

a lower-execution-risk solution capable of scaling within a shorter timeframe, supporting the development of a secure, resilient, and

sustainable U.S.

supply chain for critical materials used in advanced manufacturing, electrification, energy storage, and defense

applications.

Replication of Proven Commercial Operations

EM&T intends to achieve this scale by replicating

and expanding its existing rare earth magnet production facilities in South Korea, which have manufactured rare earth magnets at commercial

scale and supplied large global OEMs for more than 18 years.

By deploying established processes, equipment configurations, and operational

expertise into its U.S.

industrial campus, EM&T seeks to accelerate capacity build-out while mitigating technology, scale-up,

and execution risks.

EM&T believes this strategy directly addresses long-standing global concentration in rare earth magnet processing

by establishing a competitive, independent, and scalable U.S.-based alternative.

Three-Pronged Operating Platform

EM&T operates an integrated, three-pronged operating

platform that spans (i) rare earth magnet manufacturing, (ii) lithium-ion battery materials recycling, and (iii) U.S.

and commercial e-waste processing.

Each operating vertical is designed to convert end-of-life materials into high-value intermediate or

finished products, with shared infrastructure, common processing capabilities, and centralized automation and control systems within EM&T’s

industrial campus.

EM&T believes this integrated structure enables

operating leverage, feedstock flexibility, and risk diversification across multiple critical material streams by allowing the Company

to allocate capital, processing capacity, and technical resources dynamically across magnet, battery, precious metal, and base metal products

in response to changes in feedstock availability, end-market demand, and pricing conditions.

EM&T further believes that an integrated,

multi-stream operating platform is required to achieve an economically feasible recycling-based business model, as it allows the Company

to recover and monetize the full spectrum of valuable materials contained in end-of-life feedstock, rather than relying on the recovery

of only one or two material outputs.

EM&T believes that extracting value across magnets,

battery materials, base metals, and precious metals improves overall recovery economics, enhances margin stability, and reduces sensitivity

to price volatility in any single material market, thereby supporting sustainable, large-scale operations.

Earth Magnet Value Chain Operations

EM&T’s rare earth magnet operations span

the complete value chain from end-of-life materials to finished magnet products.

The Company processes U.S.

government and commercial

electronic waste and spent magnet feedstock into neodymium-praseodymium (“NdPr”) and heavy rare earth element oxides, which

are further converted into rare earth metals, alloys, powders, and flakes.

These intermediate materials are then manufactured into bonded

and sintered rare earth magnets for use in electric motors, wind turbines, and electronic applications.

EM&T believes its ability to integrate recycling,

midstream processing, and downstream magnet manufacturing within a single operating platform differentiates the Company from competitors

that operate only at isolated stages of the value chain.

EM&T’s rare earth magnet operations are designed to support large-scale,

domestic production with minimal reliance on foreign processing.

Battery Materials Recycling Operations

EM&T’s lithium-ion battery operations

focus on the recycling of batteries and battery production scrap into intermediate materials suitable for reuse in battery manufacturing.

Feedstock is processed into black mass, which is subsequently refined into battery-grade sulfates, carbonates, and precursor cathode active

materials (“pCAM”).

These materials are designed for direct sale to battery manufacturers and gigafactories.

EM&T believes that integrating battery recycling

with rare earth magnet processing creates operational synergies at the midstream level, particularly in hydrometallurgical processing,

materials handling, and automation.

The Company’s battery materials operations are intended to support domestic battery supply chains

while reducing dependence on imported critical battery inputs.

and Commercial E-Waste Operations

EM&T operates secure e-waste recycling operations

that process both classified and unclassified electronic scrap generated by U.S.

government agencies and commercial customers.

operations recover non-ferrous metal concentrates and precious metals, including gold, silver, palladium, and copper, which are refined

into saleable products or reintroduced into downstream industrial applications.

EM&T believes that secure handling and processing

of government-related e-waste represents a differentiated capability and a stable, recurring source of end-of-life materials.

The Company’s

e-waste operations also provide an additional source of feedstock for EM&T’s hydrometallurgical/pyrometallurgical processing

facilities, supporting utilization rates and feedstock diversification across the broader platform.

and Battery Materials Recycling

EM&T believes there is a high correlation between

the two business as Lithium Fluoride is a complementary material to magnet production.

Across all verticals, EM&T employs robotics,

automation, and artificial intelligence-enabled systems to improve efficiency, reduce operating costs, and enhance quality control.

believes that operating these three value chains within a unified industrial and technological framework allows the Company to optimize

capital deployment, share processing infrastructure, and respond flexibly to changes in feedstock availability and end-market demand.

EM&T believes that this three-pronged operating

model — anchored in recycling, midstream processing, and domestic manufacturing — positions the Company

to support the development of a resilient U.S.

supply chain for rare earth magnets, battery materials, and other critical minerals

and materials.

Feedstock Strategy:

End-of-Life Electronic Scrap and Urban Mining

EM&T plans to source a significant portion of

its rare earth feedstock from electronic scrap (“e-scrap”), including classified and unclassified materials generated by U.S.

agencies and commercial markets.

EM&T believes that classified e-scrap generated by U.S.

government and defense-related agencies

represents a long-duration, recurring source of end-of-life materials, driven by regular equipment refresh and replacement cycles.

further believes that substantial quantities of such materials have historically been stockpiled or disposed of due to limited domestic

recycling and processing solutions.

By focusing on end-of-life materials, EM&T believes

its feedstock strategy reduces dependence on primary mining and avoids certain challenges associated with upstream extraction, including

radioactive ore handling and waste management.

EM&T believes that processing recycled feedstock simplifies downstream conversion into

rare earth magnets and supports the retention of critical materials within the United States that would otherwise be exported or

In addition to classified materials, EM&T plans

to source feedstock from unclassified U.S.

government e-scrap, domestic commercial e-scrap markets, and selected international recycling

EM&T believes the commercial e-scrap market is diversified, mature, and supported by a broad supplier base.

As commercial

rare earth recycling markets continue to develop, EM&T expects to be a significant purchaser of such feedstock, supported by anticipated

scale and processing capacity.

EM&T believes that scale purchasing power may provide cost and supply advantages relative to smaller

EM&T’s Existing Rare Earth Magnet Manufacturing Plants

in South Korea

Management and Engineering Capabilities

EM&T’s operations and growth strategy

are led by an experienced management and engineering team with extensive technical and operational expertise across the rare earth magnet

and critical materials value chain.

EM&T’s Chief Executive Officer, Mr.

Frank Moon, leads the Company’s engineering

and technical functions and is responsible for overseeing the design, construction, and operation of EM&T’s processing and manufacturing

facilities, including its planned U.S.

industrial campus.

EM&T believes that Mr.

Moon and the engineering

team he leads possess significant real-world, commercial-scale experience across the full rare earth magnet supply chain.

Over the course

of their careers, members of EM&T’s engineering team have been involved in the design, engineering, construction, commissioning,

and operation of facilities spanning feedstock receiving, crushing, shredding, and separation;

hydrometallurgical and pyrometallurgical

processing, including solvent extraction;

and downstream metal making, alloy production, and rare earth magnet manufacturing.

EM&T’s engineering organization consists of approximately

42 engineers, including approximately 11 individuals holding doctoral degrees.

EM&T believes this team reflects a depth of technical

capability that is uncommon among non-Chinese rare earth magnet manufacturers.

The team’s educational backgrounds include leading

academic institutions in the Republic of Korea, and their professional experience includes prior roles at global industrial and technology

companies, including LG, Samsung, Apple, ASM, Santoku, Magnequench, and Neo Performance Materials.

EM&T believes that this combination

of academic training and industrial experience supports disciplined execution, operational reliability, and scalability as the Company

expands its manufacturing and processing footprint in the United States.

EM&T believes that its management and engineering

capabilities, together with its vertically integrated business model and replication-based scaling strategy, materially reduce technology,

construction, and operational execution risks relative to first-time or greenfield market entrants .

Engineering, EPC, and Technical Partnerships

EM&T’s facility development, scale-up

strategy, and U.S.

industrial campus execution are supported by a network of established engineering, EPC, and technical research

EM&T believes these partnerships enhance execution certainty by combining proven engineering design, industrial construction

expertise, and applied research capabilities across the rare earth magnet and critical materials value chain.

EM&T works with TAEIL Engineering, a South Korea-based

engineering, procurement, and construction (“EPC”) firm, as a strategic EPC partner on its plant development projects.

Engineering works jointly with EM&T’s internal engineering team and Korea-based research institutions on facility design and

TAEIL Engineering has served as an EPC contractor for major industrial clients, including Hyundai, Kia, and POSCO, and EM&T

believes this experience supports disciplined execution, schedule control, and industrial-scale build-out.

EM&T also collaborates with Korea Institute

of Geoscience and Mineral Resources (“KIGAM”), Korea’s national institute for geoscience and mineral resources research.

KIGAM has conducted rare earth element research and development for more than a century and is recognized as a global authority in rare

earth separation, processing, and magnet materials technology.

EM&T believes KIGAM’s technical expertise supports process validation,

technology transfer, and optimization of hydrometallurgical and downstream magnet production systems.

In addition, EM&T works with Korea Institute

of Industrial Technology (“KITECH”), a Korean government-backed applied research institute focused on industrial manufacturing

technologies.

KITECH specializes in advanced materials and magnet technologies and plays a role in bridging fundamental research and industrial-scale

commercialization within Korea’s manufacturing sector.

EM&T believes KITECH’s applied research capabilities support manufacturability,

process scalability, and quality consistency.

For U.S.-based engineering and construction integration,

EM&T works with Stockwell Engineers, an EPC firm based in the United States.

Stockwell Engineers is expected to coordinate U.S.

permitting, and construction activities and to integrate domestic execution with EM&T’s Korean engineering partners, including

TAEIL Engineering, KIGAM, and KITECH.

EM&T believes this integrated EPC approach supports compliance with U.S.

requirements while maintaining continuity with proven engineering designs and operating standards.

EM&T believes that the combination of its internal

engineering team and these external engineering and research partners reduces execution risk associated with facility design, construction,

and scale-up, particularly as the Company replicates and deploys proven magnet manufacturing and processing technologies within its planned

industrial campus.

EM&T’s Journey from South Korea to USA

● 2007 — First Magnet Plant with 400tpa capacity with

1,266m 2 area in South Korea.

● 2008 — Began selling Magnets to Ford, Hyundai, LG,

Samsung and other global OEMs.

● 2021 — First NdPr Metal (144tpa) and NdPr Alloy (216tpa)

plant with 3,379m 2 area in South Korea.

● 2022 — Began selling NdPr Alloy Powder to Mate (Japan),

Kolektor (Slovenia), NS World (South Korea).

● 2024 — Second Magnet Plant with 260tpa capacity with

1,397m 2 area in South Korea.

● 2026 — EM&T completes merger and acquisition

of Korean magnet companies with listing on Nasdaq

● 2026 – 2027 — EM&T Replicates

Operating South Korea Magnet Plants in the U.S.

Global Demand for Critical Minerals and Materials

EM&T believes global demand for critical minerals

and materials (“CMM”) is being driven by the accelerating electrification and digitization of industrial supply chains, including

artificial intelligence (“AI”), data centers, semiconductor manufacturing, advanced robotics, industrial automation, energy

infrastructure, defense systems, and electrified transportation.

These applications increasingly rely on high-performance permanent magnets,

battery materials, copper, and other base metals to enable efficient power conversion, precision motion, energy storage, and thermal management.

EM&T believes that, while electric vehicles

(“EVs”) remain an important contributor to demand, growth in AI-driven computing, semiconductor fabrication, and advanced

industrial automation is becoming an equally significant and structurally durable driver of CMM consumption.

These high-technology applications

require reliable access to magnet-grade rare earth materials, lithium, nickel, cobalt, manganese, copper, and related base metals, with

consistent quality and traceability.

AI, Data Centers, Semiconductors, and High-Technology Applications

EM&T believes the rapid expansion of AI and

data-center infrastructure is increasing demand for CMM outputs that are central to EM&T’s product portfolio, including rare

earth magnets, copper and other base metals, and battery materials such as lithium, nickel, cobalt, and manganese.

The IEA has projected

that global electricity consumption by data centers could more than double to approximately 945 TWh by 2030 (base case), with AI identified

as a primary driver of this growth.

EM&T believes this buildout increases demand for electrified power distribution equipment, cooling

systems, industrial pumps and compressors, robotics and automation, and backup and grid-support systems.

EM&T believes these systems

translate into incremental demand for (i) copper and base metals, which are essential for electrical conductivity across power distribution,

transformers, switchgear, cabling, and thermal management hardware, and (ii) rare earth permanent magnets, which are used in high-efficiency

motors, actuators, and precision motion systems across factory automation, robotics, and semiconductor equipment toolchains.

EM&T believes AI-driven growth increases demand for stationary energy storage and grid-stabilization systems, which utilize lithium-ion

batteries incorporating lithium, nickel, cobalt, and manganese.

End-of-Life Materials, Closed-Loop Recycling, and Urban Mining

EM&T believes a defining characteristic of CMM

markets is that, while products such as batteries, motors, electronic devices, and magnets reach end-of-life, the underlying metals and

materials do not lose their intrinsic value and can be recovered and reused if appropriate processing infrastructure exists.

believes this dynamic supports the expansion of closed-loop recycling and “urban mining” models, analogous to those long established

in base and precious metals markets.

EM&T believes copper provides an illustrative

precedent for circularity:

the International Copper Association cites estimates that approximately two-thirds of the copper produced since

1900 remains in productive use today, reflecting copper’s recyclability and long service life.

EM&T believes critical materials

markets — particularly magnets and battery materials — are increasingly moving toward similar circular

frameworks as governments and supply chains prioritize improved security, sustainability, and reduced reliance on geopolitically concentrated

processing hubs.

Battery Materials and Recycling Market

EM&T believes demand for battery materials is

driven by the continued expansion of electrified transportation, stationary energy storage systems, industrial electrification, and AI-related

infrastructure.

According to Precedence Research’s Battery Market Size, Share, and Trends 2024 to 2034, the global battery market,

including small consumer batteries, was valued at approximately $125.35 billion in 2023 and is expected to grow to approximately

$367.97 billion by 2030, reflecting rapid growth in medium- and large-format batteries used in electric vehicles and energy storage

EM&T believes this growth trajectory has increased demand for critical battery raw materials, including lithium, nickel,

cobalt, manganese, copper, and graphite, and has contributed to periodic raw material shortages and price volatility.

McKinsey’s Battery 2035:

Building New Advantages,

indicates that global battery demand is expected to increase from approximately 1.6 terawatt-hours (“TWh”) in 2025 to approximately

4.2 TWh by 2030 and 6.8 TWh by 2035, with more than 85% of total demand attributable to lithium-ion batteries, driven primarily by continued

growth in battery electric vehicles and stationary energy storage systems.

EM&T believes that this expanding demand for lithium-ion

batteries is placing increasing pressure on primary supply chains, particularly for lithium and cobalt, while markets for nickel, manganese,

and graphite are also expanding in scale.

EM&T believes these dynamics underscore the importance of developing resilient midstream

processing and recycling capacity to supplement primary supply, mitigate material shortages, and support long-term growth in battery manufacturing.

EM&T also believes recycling of lithium-ion

batteries represents a critical component of future battery supply chains.

According to Fortune Business Insights:

Lithium-Ion Battery

Recycling Market Size, Share & Industry Analysis, the global lithium-ion battery recycling market was valued at approximately

$3.79 billion in 2023 and is projected to grow to approximately $23.21 billion by 2032, representing a compound annual growth

rate of approximately 22.75%.

EM&T believes growth in battery recycling is driven by increasing volumes of end-of-life batteries,

manufacturing scrap, and government policies supporting domestic battery supply chains.

In addition, EM&T notes that lithium supply

constraints are expected to intensify over the coming decade.

According to the Center on Global Energy Policy at Columbia University,

global lithium demand is increasing by approximately 250,000 to 300,000 tonnes of lithium carbonate equivalent (“LCE”) per

year, representing roughly half of total global lithium supply in 2021, and many market participants expect potential supply shortfalls

by 2030 due to long development timelines, capital constraints, and regulatory challenges associated with new mining projects.

believes these conditions further reinforce the strategic importance of recycling end-of-life batteries and converting recovered materials

into black mass and subsequently into battery-grade sulfates, carbonates, and pCAM, subject to the availability of feedstock, energy,

and commercial-scale processing capacity.

Global Rare Earth Magnet Market and High-Performance Magnets

EM&T believes the global rare earth magnet market

is characterized by strong and sustained demand growth across multiple end markets, including electric vehicle motors, industrial automation,

robotics, wind turbines, defense systems, medical devices, and semiconductor manufacturing equipment.

According to Verified Market Forecast:

Global Magnets and Magnetic Materials Market By Type, the global magnet and magnetic materials market was valued at approximately $10.46 billion

in 2023 and is expected to grow to approximately $15.05 billion by 2030, representing a compound annual growth rate of approximately

EM&T believes a significant portion of this growth is attributable to increasing demand for neodymium-iron-boron (“NdFeB”)

magnets, driven by the need for materials that can maintain performance under higher temperatures and mechanical stress as electric motors,

generators, and other high-performance applications advance.

EM&T believes NdFeB magnets represent the most

important category of permanent magnets due to their high power density, efficiency, and suitability for compact and high-performance

EM&T further believes that a critical distinction exists between low-performance rare earth magnets and high-performance

rare earth magnets.

High-performance magnets are engineered to operate reliably in high-temperature and high-stress environments and are

required in advanced industrial, technology, and defense applications.

EM&T believes that nearly all advanced industries depend on

these high-performance magnets.

High-performance rare earth magnets typically require

the addition of heavy rare earth elements, primarily dysprosium (“Dy”) and/or terbium (“Tb”), generally in the

range of approximately 1% to 4% by weight, to maintain magnetic performance under elevated operating conditions.

EM&T believes magnets

that do not incorporate Dy or Tb are generally unsuitable for many high-performance applications, whereas low-performance magnets without

these elements are primarily used in lower-stress or commodity applications.

China’s Dominance and Export Controls on High-Performance

EM&T believes the global rare earth magnet market

remains highly concentrated, with China holding a dominant position across midstream processing, refining, and magnet production.

IEA has reported that China’s share of refining is approximately 35% for nickel, 50 – 70% for lithium and cobalt,

and nearly 90% for rare earth elements, and the IEA’s 2024 outlook indicates continued dominance in magnet-related supply chains.

EM&T believes China has

increasingly used this position to exert influence over global supply chains.

EM&T notes that recent export control measures implemented

by China’s Ministry of Commerce restrict the export of certain rare earth materials and magnets, including magnets containing more

than de minimis levels of Dy and Tb.

EM&T believes that, because Dy and Tb are essential for high-performance magnets, these controls

effectively remove most high-performance rare earth magnets from the export market.

EM&T further believes

that China’s export licensing regime may require foreign buyers to disclose sensitive technical and product information, and that

supply concentration creates risks related to availability, pricing predictability, and intellectual property exposure for non-Chinese

manufacturers.

Structural Dependence

Driven by Midstream Processing Constraints

EM&T believes Western

industries are dangerously dependent on China for rare earth magnets due to structural limitations in non-Chinese midstream processing

and refining capacity.

EM&T believes that regulatory constraints associated with processing radioactive rare earth ores, high capital

expenditure requirements, environmental permitting challenges, and limited availability of specialized expertise have historically restricted

the development of large-scale processing infrastructure outside China.

EM&T estimates that China

controls a substantial majority of global hydrometallurgical processing capacity for rare earth elements, and EM&T believes that the

absence of large commercial-scale rare earth hydrometallurgical facilities in the United States reflects a combination of feedstock availability

challenges, high capital intensity, complex environmental permitting requirements, and waste and tailings management considerations.

to the International Energy Agency (“IEA”), China accounts for approximately 85 – 90% of global rare earth refining

and separation capacity, including hydrometallurgical processing, while non-Chinese capacity remains limited and fragmented.

As a result, EM&T believes

China controls pricing, supply growth, and downstream availability across magnets, oxides, metals, battery materials, and related critical

mineral products, while pursuing long-term strategies to dominate downstream finished goods markets, including EVs, renewable energy systems,

and defense products.

Competitive Landscape

Outside China

EM&T believes that, based

on publicly available announcements and industry research, non-China rare earth magnet producers have collectively announced approximately

30,000 tonnes per year of planned manufacturing capacity.

EM&T estimates this represents approximately 15% of projected global rare

earth magnet demand outside China.

EM&T further believes that a significant portion of this announced capacity consists primarily

of low-performance magnets and is fragmented across numerous smaller producers rather than concentrated in integrated, commercial-scale

EM&T estimates that many

of these projects are not expected to reach meaningful commercial production until approximately 2028 to 2030 due to permitting, capital,

technology qualification, and execution challenges.

EM&T believes these factors contribute to a continued supply gap for high-performance

rare earth magnets outside China in the near- to medium-term.

Industry Challenges and

EM&T believes several

structural challenges continue to limit the development of resilient, non-Chinese CMM supply chains:

● Midstream processing bottlenecks :

EM&T believes insufficient commercial-scale hydrometallurgical and refining capacity outside China remains the principal constraint in rare earth and battery material supply chains.

● Access to scalable feedstock :

EM&T believes many projects struggle to secure consistent volumes of end-of-life or secondary feedstock at predictable cost.

● Low-cost energy availability :

EM&T believes energy cost and reliability are critical to the economics of recycling and midstream processing at scale.

● Limited experienced personnel :

EM&T believes shortages of specialized engineers and operators with real-world hydrometallurgical and magnet manufacturing experience constrain execution.

● Geopolitical and policy risk :

EM&T believes supply concentration heightens exposure to export controls, trade restrictions, and political mandates.

Intellectual Property

EM&T owns and develop

valuable IP in the form of proprietary technologies, trade secrets, and patents related to recycling processes, magnet manufacturing,

and AI-driven smart machines.

EM&T’s approach

to IP focuses on supporting its Operating Companies in protecting and expanding their IP portfolios.

This includes supporting them in

securing patents for proprietary processes, maintaining trade secrets, and ensuring that each operating entity’s technological innovations

are adequately safeguarded.

EM&T will work to ensure that its subsidiaries’ IP is properly managed, with a focus on preventing

unauthorized use or infringement.

The IP portfolio primarily

includes patents held by Handa Lab, and NS World.

Below is a summary of the material patents, their scope, and registration details of

the co-registrants.

Handa Lab holds several material

patents related to autonomous charging systems, robotic towing mechanisms, and advanced inspection technologies.

These include the Intelligent

Autonomous Charging System, registered on April 4, 2024, under Registration No.

10-2656274, and the Pick Up System of Autonomous Charging

Robot for Electric Vehicle, registered on September 19, 2023, under Registration No.

Additionally, Handa Lab has applied for

the Towing Apparatus for Autonomous Vehicles and Automatic Charging System, filed on September 20, 2023 (Application No.

10-2023-0125934),

Experience in acquisition

and development of natural resource assets

Daniel Mamadou and his team

have been actively sourcing, analyzing, and investing in Technology Metals and ETMs markets since 2015.

He has built up his knowledge

of the entire supply chain of ETMs and rare earths from upstream projects to junior mining, to the midstream refining sector and the downstream

industrial applications including neodymium and praseodymium metals and permanent magnets and recycling systems.

As the founder and Executive

Director of the Talaxis Group (“Talaxis”), the Techmetals division within Noble Group, Daniel Mamadou invested approximately

$22.8 million of Noble Group internal capital to acquire equity stakes in seven Technology Metals companies and achieved a weighted average

deal level multiple of invested capital of 5.6x with 75.3% IRR over an investment period of slightly more than 3 years.

Christopher Clower

co-founded, built and sold PT Manoor Bulatn Lestari, an Indonesian resource company and achieved 30x multiple of invested capital (MOIC

) in two years for himself and his investors.

Experience in supply chain

and logistics

The team has a track record

of managing supply chains of bulk commodities.

Prior to WTMA, Daniel Mamadou founded and led Talaxis, the Technology Metals division of

Noble Group Holdings.

Noble Group Holdings is an Asia-based independent energy products and industrial raw materials supply chain manager.

Noble Group has operations in more than 50 countries and more than 35 years of experience in Asia.

While leading Talaxis, Daniel invested

in and developed projects related to Technology Metals, with a special focus on rare earth elements.

He was instrumental in establishing

a network of supply chain partners in the upstream and midstream segments.

Mamadou’s range of activities involved the sourcing,

marketing, processing, supplying, financing and transporting of energy transition metals and materials, with a particular focus on projects

related to battery-grade and electric vehicle materials such as nickel, lithium, graphite, and vanadium in various worldwide locations

to cover the entire supply chain.

As the founder and Executive Director of Talaxis, Daniel Mamadou invested approximately $22.8 million

of Noble Group internal capital to acquire equity stakes in seven Techmetals companies and achieved a weighted average deal level multiple

of invested capital of 5.6x with 75.3% IRR over an investment period of slightly more than 3 years.

Independent board members

and network of advisors

WTMA’s senior management

benefits from the support and assistance of independent board members and a network of advisors that have a proven track record in identifying,

evaluating and negotiating with businesses and companies in the sectors that are relevant for WTMA.

A strong emphasis on diversity and

skills has been made regarding the composition of the board, with the inclusion of independent directors that are competent in the fields

of mergers and acquisitions as well as disciplines related to geology and mining sectors.

Effectuating a Business Combination

A business combination may

involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish

a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.

These include time delays, significant expense, loss of voting control and compliance with various U.S.

Federal and state securities laws.

In the alternative, we may seek to consummate a business combination with a company that may be in its early stages of development or

While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability,

as a result of our limited resources, to effect only a single business combination.

We are not presently engaged

in, and we will not engage in, any substantive commercial business until we complete the Business Combination.

Sources of Target Businesses

Target business candidates

may be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity

funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses may be brought

to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings which will not commence until

after the completion of our initial public offering.

These sources may also introduce us to target businesses they think we may be interested

in on an unsolicited basis, since many of these sources will have read the prospectus in connection with our initial public offering or

this Report and know what types of businesses we are targeting.

Our officers and directors, as well as their respective affiliates, may

also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal

or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We may engage the services of professional

firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or

other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however,

will any of our existing insiders, special advisors or any entity with which they are affiliated, be paid any finder’s fee, consulting

fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination

(regardless of the type of transaction).

If we decide to enter into a business combination with a target business that is affiliated with

our insiders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination

is fair to our unaffiliated stockholders from a financial point of view.

However, as of the date of this Report, there is no affiliated

entity that we consider a business combination target.

If any of our officers or

directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she

has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such

entity prior to presenting such business combination opportunity to us.

All of our officers, directors and director nominees currently

have certain relevant pre-existing fiduciary duties or contractual obligations.

Lack of Business Diversification

For an indefinite period

of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

By completing our business combination with only a single entity, our lack of diversification may:

● subject us to negative economic,

competitive, and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which

we operate after our initial business combination;

● cause us to depend on the marketing

and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s

Management Team

Although we closely scrutinize

the management of a prospective target business when evaluating the desirability of effectuating our initial business combination with

that business, our assessment of the target business’ management may not prove to be correct.

The future role of members of our

management team, if any, in the target business, cannot presently be stated with any certainty.

Consequently, members of our management

team may not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications

or abilities to manage a public company.

Further, it is also not certain whether one or more of our directors will remain associated in

some capacity with us following our initial business combination.

Moreover, members of our management team may not have significant experience

or knowledge relating to the operations of the particular target business.

Our key personnel may not remain in senior management or advisory

positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will

be made at the time of our initial business combination.

Following our initial business

combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We may not have

the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary

to enhance the incumbent management.

Fair Market Value of Target Business

Pursuant to the rules of

the Nasdaq Stock Market, our initial business combination must occur with one or more target businesses having an aggregate fair market

value of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on the income

earned on the trust account), which we refer to as the 80% test, at the time of the agreement to enter into the initial business combination.

Therefore, the fair market value of the target business will be calculated prior to any conversions of our shares in connection with a

business combination and therefore will be a minimum of $9,806,346 in order to satisfy the 80% test.

While the fair market value of the

target business must satisfy the 80% test, the consideration we pay the owners of the target business may be a combination of cash (whether

cash from the trust account or cash from a debt or equity financing transaction that closes concurrently with the business combination)

or our equity securities.

The exact nature and amount of consideration would be determined based on negotiations with the target business,

although we will attempt to primarily use our equity as transaction consideration.

If our board is not able to independently determine

the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm with

respect to the satisfaction of such criteria.

We will also obtain a fairness opinion from an independent investment banking firm before

consummating a business combination with an entity affiliated with any of our officers, directors or insiders.

If we are no longer listed

on Nasdaq, we will not be required to satisfy the 80% test.

We anticipate structuring

our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns less than 100% of such interests or assets of the target business in order to meet certain

objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if

the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act .

post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may

collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business

combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for

all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination

could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business

or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

Stockholder Approval of Business Combination

In connection with any proposed

business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose

at which public stockholders (but not our insiders, officers or directors) may seek to convert their shares of common stock, regardless

of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust

account, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and therefore avoid

the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,

in each case subject to the limitations described herein.

If we determine to engage in a tender offer, such tender offer will be structured

so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares.

as to whether we will seek stockholder approval of a proposed business combination or whether we will allow stockholders to sell their

shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing

of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

We anticipate that

our business combination could be completed by way of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar transaction.

Stockholder approval will not be required under Delaware law if the business combination is structured as

an acquisition of assets of the target company, a share exchange with target company stockholders or a purchase of stock of the target

however, Nasdaq rules would require us to obtain stockholder approval if we seek to issue shares representing 20% or more of

our outstanding shares as consideration in a business combination.

A merger of our company into a target company would require stockholder

approval under Delaware law.

A merger of a target company into our company would not require stockholder approval unless the merger results

in a change to our certificate of incorporation, or if the shares issued in connection with the merger exceed 20% of our outstanding shares

prior to the merger.

A merger of a target company with a subsidiary of our company would not require stockholder approval unless the merger

results in a change in our certificate of incorporation;

however, Nasdaq rules would require us to obtain stockholder approval of such

a transaction if we week to issue shares representing 20% or more of our outstanding shares as consideration.

If a stockholder vote is

not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will provide our stockholders with

an opportunity to tender their shares to us pursuant to a tender offer pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,

which regulate issuer tender offers, and we will file tender offer documents with the SEC which will contain substantially the same financial

and other information about the initial business combination as is required under the SEC’s proxy rules.

In the event we allow stockholders

to tender their shares pursuant to the tender offer rules, our tender offer will remain open for at least 20 business days, in accordance

with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration

of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified

number of public shares, which number will be based on the requirement that we may not purchase public shares in an amount that would

cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules)

or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial

business combination.

If, however, stockholder

approval of the transaction is required by law or Nasdaq requirements, or we decide to obtain stockholder approval for business or other

legal reasons, we will:

● permit stockholders to convert

their shares in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the

In the event that we seek

stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide stockholders

with the conversion rights described above upon completion of the initial business combination.

We will consummate our initial

business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets

to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

As a result, if stockholders owning approximately 93.75% or more of the shares of common stock sold in our initial public offering exercise

conversion rights, the business combination will not be consummated.

However, the actual percentages will only be able to be determined

once a target business is located and we can assess all of the assets and liabilities of the combined company (which would include the

fee payable to the underwriters in an amount equal to 3.5% of the total gross proceeds raised in the initial public offering as described

elsewhere in this Report, any out-of-pocket expenses incurred by our insiders or their affiliates in connection with certain activities

on our behalf, such as identifying and investigating possible business targets and business combinations that have not been repaid at

that time, as well as any other liabilities of ours and the liabilities of the target business) upon consummation of the proposed business

combination, subject to the requirement that we must have at least $5,000,001 of net tangible assets upon closing of such business combination.

As a result, the actual percentages of shares that can be converted may be significantly lower than our estimates.

We chose our net tangible

asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.

we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition

or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination,

our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have

a lesser number of shares converted) and may force us to seek third-party financing which may not be available on terms acceptable to

us or at all.

As a result, we may not be able to consummate such initial business combination and we may not be able to locate another

suitable target within the applicable time period, if at all.

Public stockholders may therefore have to wait until June 30, 2025 in order

to be able to receive a portion of the trust account.

Our insiders, including our

officers and directors, have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination,

(2) not to convert any shares of common stock into the right to receive cash from the trust account in connection with a stockholder vote

to approve a proposed initial business combination or a vote to amend the provisions of our certificate of incorporation relating to stockholders’

rights or pre-business combination activity and (3) not to sell any shares of common stock in any tender in connection with a proposed

initial business combination.

Depending on how a business

combination was structured, any stockholder approval requirement could be satisfied by obtaining the approval of either (i) a majority

of the shares of our common stock that were voted at the meeting (assuming a quorum was present at the meeting), or (ii) a majority of

the outstanding shares of our common stock.

Because our insiders collectively beneficially own approximately 65.3% of our issued and

outstanding shares of common stock and as a result of the insider’s agreement to vote in favor of a business combination, unless

otherwise required by applicable law, regulation or stock exchange rules, in addition to the founder shares, we would need no public shares

sold in the initial public offering to be voted in favor of an initial business combination.

Stockholders May Not Have the Ability to

Approve an Initial Business Combination

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is required

by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval

is currently required under Delaware law for each such transaction.

Type of Transaction

Whether Stockholder

Approval is Required

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Under Nasdaq’s listing

rules, stockholder approval would be required for our initial business combination if, for example:

● we issue shares of common stock

that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

● any of our directors, officers

or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater

interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance

of common stock could result in an increase in outstanding common shares or voting power of 5% or more;

● the issuance or potential issuance

of common stock will result in our undergoing a change of control.

In connection with any proposed

business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose

at which public stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business

combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2)

provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the

need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account

(net of taxes payable), in each case subject to the limitations described herein.

If we determine to engage

in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares

rather than some pro rata portion of his, her or its shares.

The decision as to whether we will seek stockholder approval of a

proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety

of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder

If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders

to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.

In that case,

we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial

business combination as is required under the SEC’s proxy rules.

We will consummate our initial business combination only if we

have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the

issued and outstanding shares of common stock voted are voted in favor of the business combination.

We chose our net tangible

asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419.

However, if we seek to consummate an initial business

combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount

of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may

limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed or

sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all.

we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the

applicable time period, if at all.

Public stockholders may therefore have to until June 30, 2025 in order to be able to receive a pro

rata share of the trust account.

Permitted Purchases of our Securities

In the event we seek stockholder

approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately

negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

no limit on the number of shares such persons may purchase.

However, they have no current commitments, plans or intentions to engage in

such transactions and have not formulated any terms or conditions for any such transactions.

In the event our sponsor, directors, officers,

or their respective affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business

combination, such purchases could have the effect of influencing the vote necessary to approve such transaction.

None of the funds in

the trust account will be used to purchase shares or rights in such transactions.

They will not make any such purchases when they are

in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under

the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of

our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

Subsequent to the consummation

of business combination, we will adopt an insider trading policy which will require insiders to:

(i) refrain from purchasing shares during

certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our

legal counsel prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1

plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases.

such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our sponsor,

directors, officers, or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who

have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections

to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply

with such rules.

The purpose of such purchases

would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval

of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net

worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise

The purpose of any such purchases of rights could be to reduce the number of rights, or underlying securities, outstanding.

This may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases

are made, the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may

be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our sponsor, directors, officers,

or their respective affiliates anticipate that they may identify the stockholders with whom our sponsor, directors, officers, or their

respective affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of

redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that our sponsor, directors, officers, or their respective affiliates enter into a private purchase, they would identify

and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust

account or vote against the business combination.

Such persons would select the stockholders from whom to acquire shares based on the

number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of

The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive

if it elected to redeem its shares in connection with our initial business combination.

Our sponsor, directors, officers, or their respective

affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities

Any purchases by our sponsor,

directors, officers, or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be

made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation

under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be complied with in

order for the safe harbor to be available to the purchaser.

Our sponsor, directors, officers, or their respective affiliates will not

make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Conversion Rights

At any meeting called to

approve an initial business combination, any public stockholder, whether voting for or against such proposed business combination, will

be entitled to demand that his or her shares of common stock be converted for a full pro rata portion of the amount then in the trust

account ($10.00 per share as of December 31, 2024), plus any pro rata interest earned on the funds held in the trust account and not previously

released to us or necessary to pay our taxes.

Alternatively, we may provide our public stockholders with the opportunity to sell their

shares of our common stock to us through a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their

pro rata share of the aggregate amount then on deposit in the trust account, net of taxes payable.

Notwithstanding the foregoing,

a public stockholder, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a

“group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion rights with respect

to 20% or more of the shares of common stock sold in our initial public offering.

Such a public stockholder would still be entitled to

vote against a proposed business combination with respect to all shares of common stock owned by him or her, or his or her affiliates.

We believe this restriction will prevent stockholders from accumulating large blocks of shares before the vote held to approve a proposed

business combination and attempt to use the conversion right as a means to force us or our management to purchase their shares at a significant

premium to the then current market price.

By not allowing a stockholder to convert more than 20% of the shares of common stock sold in

our initial public offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block

a transaction which is favored by our other public stockholders.

None of our insiders will

have the right to receive cash from the trust account in connection with a stockholder vote to approve a proposed initial business combination

or a vote to amend the provisions of our certificate of incorporation relating to stockholders’ rights or pre-business combination

activity with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior to our initial public

offering or purchased by them in our initial public offering or in the aftermarket.

We may also require public

stockholders who wish to convert, whether they are a record holder or hold their shares in “street name,” to either tender

their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer

agent electronically using the DWAC System, at the holder’s option.

The proxy solicitation materials that we will furnish to stockholders

in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such

delivery requirements.

Accordingly, a stockholder would have from the time the stockholder received our proxy statement through the vote

on the business combination to deliver his or her shares if he or she wishes to seek to exercise his or her conversion rights.

Under Delaware

law and our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum

amount of time a public stockholder would have to determine whether to exercise conversion rights.

There is a nominal cost associated

with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder.

However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business

combination in order to exercise conversion rights.

This is because a holder would need to deliver shares to exercise conversion rights

regardless of the timing of when such delivery must be effectuated.

However, in the event we require stockholders to deliver their shares

prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an

increased cost to stockholders.

The foregoing is different

from the procedures used by many blank check companies.

Traditionally, in order to perfect conversion rights in connection with a blank

check company’s business combination, the company would distribute proxy materials for the stockholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her conversion rights.

After the business combination was approved, the company would contact

such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had

an “option window” after the consummation of the business combination during which he or she could monitor the price of the

company’s stock in the market.

If the price rose above the conversion price, he or she could sell his or her shares in the open

market before actually delivering his or her shares to the company for cancellation.

As a result, the conversion rights, to which stockholders

were aware they needed to commit before the stockholder meeting, would become a “continuing” right surviving past the consummation

of the business combination until the holder delivered its certificate.

The requirement for physical

or electronic delivery prior to the meeting ensures that a holder’s election to convert his or her shares is irrevocable once the

business combination is approved.

Any request to convert such

shares once made may be withdrawn at any time up to the vote on the proposed business combination.

Furthermore, if a holder of a public

share delivered his or her certificate in connection with an election of their conversion and subsequently decides prior to the vote on

the proposed business combination not to elect to exercise such rights, he or she may simply request that the transfer agent return the

certificate (physically or electronically).

If the Business Combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their conversion rights would not be

entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares

delivered by public holders.

Liquidation if No Business Combination

The current extension date

by which we must consummate the Business Combination is June 30, 2025.

Unless we submit and our stockholders approve an extension, if

the Business Combination (or combination with another target business) is not completed by the Liquidation Date, such condition will trigger

our automatic winding up, liquidation and dissolution pursuant to the terms of the Charter.

As a result, this has the same effect as if

we had formally gone through a voluntary liquidation procedure under the DGCL.

Accordingly, no vote would be required from our stockholders

to commence such a voluntary winding up, liquidation and dissolution.

The amount in the trust account

(less approximately $228 representing the aggregate nominal par value of the common stock as of December 31, 2024) under the DGCL will

be treated as a share premium which is distributable under the DGCL provided that immediately following the date on which the proposed

distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.

If we are forced

to liquidate the trust account, we anticipate that we would distribute to our stockholders the amount in the trust account calculated

as of the date that is two (2) business days prior to the distribution date (including any accrued interest) including interest earned

on the funds held in the trust account, and not previously released to us to pay our taxes, divided by the number of then outstanding

public stock, subject to certain limitations.

Prior to such distribution, we would be required to assess all claims that may be potentially

brought against it by its creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority

over our shareholders with respect to amounts that are owed to them.

We cannot assure you that it will properly assess all claims that

may be potentially brought against it.

As such, our stockholders could potentially be liable for any claims of creditors to the extent

of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation.

Furthermore, while we have obtained

and will continue to seek to have all vendors, service providers (other than its independent auditors), prospective target businesses

or other entities with which we do business and prospective target businesses execute agreements with us waiving any right, title, interest

or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements.

Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust

account or that a court would conclude that such agreements are legally enforceable.

The Sponsor and our directors

and officers have agreed to waive their rights to participate in any liquidation of the trust account or other assets with respect to

any of our common stock held by them and to vote their common stock in favor of any dissolution and plan of distribution which we submit

to a vote of stockholders.

No consideration was received by such persons in respect of such waiver.

There will be no distribution from

the trust account with respect to the Rights, which will expire worthless.

If we are unable to complete

the Business Combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account and without

taking into account interest, if any, earned on the trust account, the per-share distribution from the trust account would be approximately

$11.32 based on the value of the trust account as of December 31, 2024.

The proceeds deposited in

the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of the public stockholders.

Although we have obtained and will continue to seek to have all vendors, including lenders for money borrowed, prospective target businesses

or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held

in the trust account for the benefit of our stockholders, there is no guarantee that they will execute such agreements or even if they

execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent

inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,

in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.

The Sponsor has agreed that

it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target

business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below

(a) $10.00 per our common stock (or such higher amount then held in trust) or (b) such lesser amount per our common stock held in the

trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case

net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all

rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under 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.

Additionally, if

we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held

in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims

of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we

cannot assure you it will be able to return to our stockholders at least $10.00 per public stock (or such higher amount then held in trust).

Because we will not be complying

with Section 280, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to us at such time that will provide for

our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our

However, because we are a blank check company, rather than an operating company, and our operations are limited to searching

for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers,

etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders

with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount

distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

As such, our stockholders could

potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders

may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our trust account distributed to our public

stockholders upon the redemption of our public stock in the event we do not complete our initial business combination within the allotted

time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful,

then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful

redemption distribution, instead of three years, as in the case of a liquidating distribution.

Certificate of Incorporation

Our certificate of incorporation

contains certain requirements and restrictions relating to our initial public offering that will apply to us until the consummation of

our initial business combination.

If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to

stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete a

business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval

of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided

by the number of then outstanding public shares, in connection with any such vote.

Our insiders have agreed to waive any conversion rights

with respect to any founder shares, private shares and any public shares they may hold in connection with any vote to amend our certificate

of incorporation.

Specifically, our certificate of incorporation provides, among other things, that:

● prior to the consummation of

our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called

for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or

against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, net of taxes

payable, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid

the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,

net of taxes payable, in each case subject to the limitations described herein;

● we will consummate our initial

business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets

to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

● if our initial business combination

is not consummated within 9 months of the closing of our initial public offering, then our existence will terminate, and we will distribute

all amounts in the trust account to all of our public holders of shares of common stock;

● upon the consummation of our

initial public offering and the partial exercise of the underwriter’s over-allotment option, $77,276,860 was placed into the trust

● we may not consummate any other

business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior

to our initial business combination;

● prior to our initial business

combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the

trust account or (ii) vote on any initial business combination.

Potential Revisions to Agreements with Insiders

Each of our insiders has

entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities

prior to a business combination.

We could seek to amend these letter agreements without the approval of stockholders, although we have

no intention to do so.

In particular:

● Restrictions relating to liquidating

the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if

we allowed all stockholders to redeem their shares in connection with such amendment;

● Restrictions relating to our

insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be

amended to allow our insiders to vote on a transaction as they wished;

● The requirement of members

of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons

to resign from their positions with us if, for example, the current management team was having difficulty locating a target business

and another management team had a potential target business;

● The restrictions on transfer

of our securities could be amended to allow transfer to third parties who were not members of our original management team;

● The obligation of our management

team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;

● The obligation of insiders

to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation;

● The requirement to obtain a

valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

Except as specified above,

stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes.

Such changes could

● Our having an extended period

of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem

their shares in connection with any such extension);

● Our insiders being able to

vote against a business combination or in favor of changes to our organizational documents;

● Our operations being controlled

by a new management team that our stockholders did not elect to invest with;

● Our insiders receiving compensation

in connection with a business combination;

● Our insiders closing a transaction

with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any

such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification

were necessary to complete a business combination).

Each of our officers and directors has fiduciary obligations to us requiring that

he or she act in our best interests and the best interests of our stockholders.

In identifying, evaluating

and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours.

Many of these entities are well established and have extensive experience identifying and effectuating business combinations directly

or through affiliates.

Many of these competitors possess greater technical, human and other resources than us and our financial resources

will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous potential target

businesses that we could complete a business combination with utilizing the net proceeds of our initial public offering, our ability to

compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources.

The following also may not

be viewed favorably by certain target businesses:

● our obligation to seek stockholder

approval of our initial business combination or engage in a tender offer may delay the completion of a transaction;

● our obligation to convert shares

of common stock held by our public stockholders may reduce the resources available to us for our initial business combination;

● our obligation to pay the deferred

underwriting discounts to the underwriters upon consummation of our initial business combination;

● our obligation to either repay

working capital loans that may be made to us by our insiders or their affiliates;

● our obligation to register

the resale of the founder shares, as well as the private units (and underlying securities) and any shares issued to our insiders or their

affiliates upon conversion of working capital loans;

● the impact on the target business’

assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the

consummation of a business combination.

Any of these factors may

place us at a competitive disadvantage in successfully negotiating our initial business combination.

Our management believes, however,

that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage

over privately held entities having a similar business objective as ours in connection with an initial business combination with a target

business with significant growth potential on favorable terms.

If we succeed in effectuating our initial business

combination, there will be, in all likelihood, intense competition from competitors of the target business.

Subsequent to our initial

business combination, we may not have the resources or ability to compete effectively.

We have four executive officers.

These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they

deem necessary to our affairs.

The amount of time they devote in any time period will vary based on circumstances, including whether a

target business has been selected for the business combination and the stage of the business combination process the company is in.

once a suitable target business to consummate our initial business combination with has been located, management will spend more time

investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs)

than had been spent prior to locating a suitable target business.

We presently expect our executive officers to devote an average of approximately

10 hours per week to our business.

We do not intend to have any full time employees prior to the consummation of our initial business

Periodic Reporting and Audited Financial Statements

We have registered our units,

common stock and rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly

and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports, including this Report,

contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders

with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents

sent to stockholders to assist them in assessing the target business.

These financial statements will need to be prepared in accordance

with or reconciled to United States GAAP or IFRS as issued by the IASB.

A particular target business identified by us as a potential business

combination candidate may not have the necessary financial statements.

To the extent that this requirement cannot be met, we may not be

able to consummate our initial business combination with the proposed target business.

We may be required by the

Sarbanes-Oxley Act to have our internal control over financial reporting audited for the year ending December 31, 2025.

A target company

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal control over financial

The development of the internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such initial business combination.

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period until we are no longer an “emerging growth company.”

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial

public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large

accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior

June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

patent for Electronic Acknowledgment Receipt, filed on October 19, 2023 (Application No.

These patents support

Handa Lab’s leadership in robotics and automation technologies.

EM&T safeguards this intellectual property through robust protection

measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage.

These trade secrets

and process designs represent a significant asset for EM&T.

KCM holds the patent for

Compound for Bonded Magnet Resin and Manufacturing Method, which focuses on the development of advanced materials for bonded magnets.

This patent, registered on February 6, 2013, under Registration No.

10-1232661, enhances the company’s capabilities in manufacturing

sustainable and high-performance magnetic materials.

EM&T safeguards this intellectual property through robust protection measures

and will evaluate the potential for registering patents to secure and enhance its competitive advantage.

These trade secrets and process

designs represent a significant asset for EM&T.

NS World shares the patent

for Compound for Bonded Magnet Resin and Manufacturing Method (Registration No.

10-1232661), which it co-owns with KCM.

This patent underpins

the company’s expertise in rare earth magnet manufacturing and innovative material processing.

EM&T safeguards this intellectual

property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive

These trade secrets and process designs represent a significant asset for EM&T.

does not hold any

material patents.

However, it relies on proprietary processes and operational expertise in high-pressure gas storage systems and rare

earth element processing.

These capabilities are strategically significant but are not currently protected by formal intellectual property

registrations.

EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering

patents to secure and enhance its competitive advantage.

These trade secrets and process designs represent a significant asset for EM&T.

The patents referenced above

are valid for 20 years from their filing dates, with expiration dates ranging from 2033 to 2044.

Trademarks associated with these entities

are also maintained and renewed in accordance with the laws of their respective jurisdictions.

The intellectual property portfolio provides

significant competitive advantages and aligns with EM&T’s strategy of leveraging technology to dominate the REE supply chain.

Place of Organization

Evolution Metals NewCo, Inc.*

Evolution Metals LLC**

Evolution Metals LLC (Korea)***

KCM Industry Co., Ltd.****

KMMI INC.****

NS World Co., Ltd.****

Handa Lab Co., Ltd.****

* 100% owned subsidiary of Evolution Metals & Technologies

** ≤ 99% owned subsidiary of Evolution Metals & Technologies

Corp., ≥ 1% owned subsidiary of Evolution Metals NewCo, Inc.

*** 100% owned subsidiary of Evolution Metals LLC

**** 100% owned subsidiary of Evolution Metals LLC (Korea)

Recent Developments

On January 5, 2026 (the “Closing

Date”), following the approval at the special meeting of the shareholders of Welsbach Technology Metals Acquisition Corp., a Delaware

corporation (“WTMA”), held on September 2, 2025, WTMA Merger Subsidiary LLC, a Delaware limited liability company, and a wholly

owned subsidiary of WTMA (the “Merger Sub”) consummated a merger (the “Merger”) with and into Evolution Metals

LLC, a Delaware limited liability company (“EM”) pursuant to an Amended and Restated Agreement and Plan of Merger, dated as

of November 6, 2024, as amended by Amendment No.

1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024,

as amended by Amendment No.

2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, as amended by Amendment No.

3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, as amended by Amendment No.

4 to Amended and Restated Agreement

and Plan of Merger, dated June 11, 2025, as amended by Amendment No.

5 to Amended and Restated Agreement and Plan of Merger, dated July

21, 2025, and as amended by Amendment No.

6 to Amended and Restated Agreement and Plan of Merger, dated January 5, 2026 (the “Merger

Accordingly, the Merger Agreement was adopted, and the Merger and other transactions contemplated thereby (collectively,

the “Business Combination”) were approved and completed.

At the closing of the Business Combination (the “Closing”)

on January 5, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into EM, with EM surviving the Merger as a wholly owned

subsidiary of WTMA.

On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals & Technologies

As part of the Business Combination and prior to the closing of the Merger, EM acquired Handa Lab Co., Ltd., a Korean company (“Handa

Lab”), KCM Industry Co., Ltd., a Korean company (“KCM”), KMMI INC., a Korean company (“KMMI”), and NS World

Co., Ltd., a Korean company (“NS World” and, collectively with Handa Lab, KCM and KMMI, referred to as the “Korean Companies”).

On January 5, 2026, WTMA,

entered into Amendment No.

6 to the Amended and Restated Agreement and Plan of Merger, which amended the Amended and Restated Agreement

and Plan of Merger, by among other things, amended the recitals of the Merger Agreement, as well as certain definitions under the Merger

Agreement, and also

updated the list of minority equityholders.

On January 5, 2026, WTMA entered

into that certain Agreement and Plan of Merger, dated as of January 5, 2026, by and among WTMA, EM, NewCo, Inc., a Delaware corporation

(“NewCo”), and William David Wilcox Jr., as the sole stockholder of NewCo, as it may be amended or supplemented from time

to time (the “Step 7 Merger Agreement”), pursuant to which Merger Sub will merge with and into NewCo (the Step 7 Merger),

on the terms and subject to the conditions set forth in the Step 7 Merger Agreement, with NewCo continuing as the surviving corporation

in the Step 7 Merger.

Thereafter, on January 5, 2026, Merger Sub merged with and into EM, with EM surviving the Step 8 Merger as a wholly

owned subsidiary of WTMA.

On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals& Technologies

Precedent Transaction

As contemplated by the Merger

Agreement, EM and WTMA entered into the following transactions that were consummated in connection with the Closing (the “Precedent

Transactions”) in order to effectuate the Business Combination and which occurred prior to or at the Closing.

On January 5, 2026, in the

first step of the Precedent Transactions, the EM Equityholder formed a wholly owned subsidiary and Delaware corporation (“US NewCo”)

and immediately thereafter contributed 13,000 of the limited liability company common member units of EM (the “EM Member Units”)

to US NewCo in exchange for 100 shares of common stock of US NewCo.

On January 5, 2026, in the

second step of the Precedent Transactions, EM formed (i) a wholly owned subsidiary and Korean Chusik Hosea company (“Korea NewCo”)

and (ii) a wholly owned subsidiary and Korean non-Chusik Hosea company (“Korea DRE”).

On January 5, 2026, in the

third step of the Precedent Transactions, Korea DRE elected to be classified as a disregarded entity for U.S.

federal income tax purposes.

On January 5, 2026, in the

fourth step of the Precedent Transactions, EM contributed $78,870,000 (the “Capital Contribution”) to the capital of, and

assigned its rights under certain heads of agreement between EM and each of the Korean Companies to Korea NewCo.

On January 5, 2026, in the

fifth step of the Precedent Transactions, EM caused Korea NewCo to distribute the Capital Contribution to EM in exchange for 16,571 EM

Member Units.

On January 5, 2026, in Step

6-A of the Precedent Transactions, Korea NewCo acquired Korean DRE from EM in exchange for KRW 10,000,000, after which Korea DRE became

a wholly owned subsidiary of Korea NewCo.

On January 5, 2026, in Step

6-B of the Precedent Transactions, each equity holder of each of the equityholders of each of the Korean Companies (collectively, the

“Korean Equityholders”) who did not exercise his, her or its appraisal rights with respect to all of his, her or its equity

interests in the applicable Korean Company exchanged, pursuant to certain share exchange agreements, as amended (the “Korean Company

Exchange Agreements”), those of his, her or its equity interests in the applicable Korean Company owned by such equityholder with

respect to which such equityholder did not exercise the appraisal right for the respective portions of the EM Member Units and the remaining

EM Member Units, which represented the fair market value of the shares of the Korean Companies with respect to which the appraisal rights

are exercised, were transferred by Korea NewCo to each applicable Korean Company.

On January 5, 2026, in Step

6-C of the Precedent Transactions, Korea NewCo, pursuant to an agreement and plan of merger, merged with and into Korea DRE, such that

the separate existence of Korea NewCo ceased and Korea DRE became the surviving company.

On January 5, 2026, EM and

the applicable Korean Companies executed the Step 6-D transaction documents providing for EM’s acquisition of all EM Member Units

held by such Korean Companies for an aggregate purchase price of $48,118,084.

The payment of Step 6-D is contractually required to occur

on the earlier of (i) 14 calendar days following EM’s consummation of a capital raise exceeding $50,000,000, or (ii) the third anniversary

of the Korean Company Exchange Agreements, after which the Korean Companies will become wholly owned subsidiaries of Korea DRE following

the required redemptions of interests subject to appraisal rights.

On January 5, 2026, in the

seventh step of the Precedent Transactions, Merger Sub merged with and into US NewCo pursuant to Step 7 Merger Agreement, such that (i)

the separate existence of Merger Sub ceased and US NewCo became the surviving corporation and a wholly owned subsidiary of WTMA and (ii)

the EM Equityholder received $61,875,098 worth of WTMA Common Stock in consideration for such merger.

On January 5, 2026, the Merger

and related transactions consummated under the Merger Agreement at the Closing were the eighth step of the Precedent Transactions and

occurred immediately following the seventh step of the Precedent Transactions.

Registration Rights

In connection with the Closing,

EMAT, WTMA’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”), certain former holders of WTMA Common Stock,

certain former members of EM and certain other entities (such holders, collectively, the “RRA Holders”) entered into the Amended

and Restated Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”), pursuant to

which, among other things, EMAT is obligated to file, within 180 days following the Closing Date, a shelf registration statement to register

the resale of certain securities of EMAT, including EMAT Common Stock, held by the RRA Holders after the Closing.

The Registration Rights

Agreement also provides the RRA Holders with certain demand and piggy-back registration rights, subject to certain requirements and customary

The Registration Rights Agreement

will terminate on the earlier of (i) the tenth anniversary of the Closing Date and (b) with respect to any RRA Holder, on the date that

such RRA Holder no longer holds any securities permitted to be registered pursuant to the Registration Rights Agreement.

EM Equityholder Support and Lock-up

In connection with the execution

of the Merger Agreement, on November 6, 2024, and amended on February 10, 2025, WTMA entered into the EM Equityholder Support and Lock-up

Agreement, as amended, (the “EM Equityholder Support and Lock-up Agreement”) by and among WTMA, EM, the Sponsor and the EM

Equityholder.

Pursuant to the EM Equityholder Support and Lock-up Agreement, the EM Equityholder acknowledged that he read the Merger

Agreement and agreed to, among other things, approve, consent to, and adopt the Merger Agreement, any document contemplated by the Merger

Agreement and the transactions contemplated therein by written resolutions undertaken in his capacity as member and manager of EM, as

contemplated by the Business Combination including by consenting to certain matters as specified in the EM Equityholder Support and Lock-up

Pursuant to the EM Equityholder Support and Lock-up Agreement, the EM Equityholder agreed not to, without the prior written

consent of the Sponsor and the Board of Directors of EMAT, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant

any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of)

a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position

within the meaning of Section 16 of the Exchange Act, with respect to any EM Member Units owned by such EM Equityholder, (ii) enter into

any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any EM

Member Units owned by the EM Equityholder or (iii) publicly announce any intention to effect any transaction specified in clause (i) or

(ii) with respect to EMAT Common Stock, in each case, for the duration of the applicable lock-up period.

The EM Equityholder Support and

Lock-up Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the third anniversary

of the Closing, (b) the termination of the Merger Agreement, and (c) as to each EM Equityholder, the written agreement of WTMA, EMAT,

the Sponsor, EM and the EM Equityholder.

Upon such termination of the EM Equityholder Support and Lock-up Agreements, all obligation of

the parties under the EM Equityholder Support and Lock-up Agreement will terminate, without any liability or other obligation on the part

of any party thereto, to any person in respect thereof or the transactions contemplated thereby, and no party thereto shall have any claim

against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the

subject matter thereof;

provided, however, that the termination of the EM Equityholder Support and Lock-up Agreement shall not relieve

any party thereto from liability arising in respect of any breach of the EM Equityholder Support and Lock-up Agreement prior to such termination.

Sponsor Support and Lock-Up Agreement

In connection with the execution

of the Merger Agreement, and contemporaneously therewith, on November 6, 2024, as amended on February 10, 2025, the Sponsor and WTMA,

EM, and certain other officers and directors of WTMA (the “Sponsor Persons”) entered into the Sponsor Support and Lock-up

Agreement (the “Sponsor Support and Lock-up Agreement”), pursuant to which the Sponsor and the Sponsor Persons agreed to,

among other things, vote all their WTMA Common Stock in favor of the Merger Agreement and the transactions contemplated thereby, in each

case, subject to the terms and conditions contemplated by the Sponsor Support and Lock-up Agreement.

Pursuant to the Sponsor Support

and Lock-up Agreement, the Sponsor and the Sponsor Persons agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate,

pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the

filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent

position within the meaning of Section 16 of the Exchange Act, with respect to any shares of WTMA Common Stock owned by the Sponsor and

the Sponsor Persons, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of any shares of WTMA Common Stock owned by the Sponsor and the Sponsor Persons or (iii) publicly announce any

intention to effect any transaction specified in clause (i) or (ii), for the duration of the applicable lock-up period.

The Sponsor Support and Lock-up

Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest of (a) the third anniversary of the

Closing, (b) the termination of the Merger Agreement, and (c) as to the Sponsor and the Sponsor Persons, the written agreement of WTMA,

EMAT, EM, the Sponsor and the Sponsor Persons.

Upon such termination of the Sponsor Support and Lock-up Agreement, all obligations of

the parties under the Sponsor Support and Lock-up Agreement will terminate, without any liability or other obligation on the part of any

party thereto to any person in respect thereof or the transactions contemplated thereby, and no party thereto shall have any claim against

another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject

matter thereof;

provided, however, that the termination of the Sponsor Support and Lock-up Agreement shall not relieve any party thereto

from liability arising in respect of any breach of the Sponsor Support and Lock-up Agreement prior to such termination.

Lock-up Agreements

In connection with the Business

Combination, on the Closing Date, the stockholders of the Korean Equityholders, EM Convertible Preferred Unit holders, and holders of

EM Member Units entered into lock-up agreements with respect to their equity interests and the shares of EMAT Common Stock that they received

in the Business Combination pursuant to which they agreed to certain restrictions on transfer of their securities until seven calendar

days following the Closing or until up to the third anniversary of the Closing.

Bridge Loan Agreement

On January 5, 2026, EM entered

into an unsecured Bridge Loan Agreement with a lender (the “Lender”) pursuant to which the Lender agreed to provide EM with

a single-disbursement loan in the aggregate principal amount of $80,000,000 (the “Bridge Loan”).

The Bridge Loan bears interest

at a fixed rate of 6.00% per annum, payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and

matures five Business Days after the Closing Date, subject to earlier repayment upon an event of default.

The Bridge Loan is unsecured,

contains no collateral or security interest, and may be prepaid by EM at any time without premium or penalty.

The proceeds of the Bridge

Loan are available to EM for general corporate purposes.

The Bridge Loan Agreement contains customary representations, warranties, affirmative

and negative covenants, and events of default, including cross-default and bankruptcy-related triggers.

Indemnification Agreements

On the Closing Date, the Company

entered into customary indemnification agreements with each of its directors and executive officers.

Each indemnification agreement provides

for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from

his or her service to the Company or, at the Company’s request, service to other entities as officers or directors, to the maximum

extent permitted by applicable law.

Executive Officer Employment Agreements

On the Closing Date, EMAT entered into executive

employment agreements with David Wilcox, Frank Moon, Andrew Knaggs, Christopher Clower, and John Arrastia as its new Executive Chairman,

Chief Executive Officer, President, Chief Financial and Operating Officer and Chief Legal Officer, respectively.

See “Employment

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-K

Item 1. Business