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Item 5. Market for Registrant’s Common Equity

2026-02-20 compared with 2025-03-25 · 69 added, 101 removed, 7 unchanged (96% of the section changed)

2 unchanged sentences

(a) Market Information

During the year ended December

31, 2024, our units, public shares and public rights were each traded on the Nasdaq under the symbols WTMAU, WTMA and WTMAR, respectively.

Our units commenced public trading on December 28, 2021, and our public shares and public rights commenced separate public trading on

January 20, 2022.

On March 24, 2025, the closing price per share of our common stock was $11.47 as reported on the OTCQB.

On January 7, 2025,

WTMA’s securities were suspended and delisted from Nasdaq because WTMA failed to complete a business combination by December 27,

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.”

the fiscal years ended December 31, 2024 and 2023, the following table sets forth the high and low sale prices for our common stock as

reported by The Nasdaq Stock Market (“Nasdaq”).

Fiscal Year Ended December 31, 2023

First Quarter (January 1, 2023 through March 31, 2023)

Second Quarter (April 1, 2023 through June 30, 2023)

Third Quarter (July 1, 2023 through September 30, 2023)

Fourth Quarter (October 1, 2023 through December 31, 2023)

Fiscal Year Ended December 31, 2024

First Quarter (January 1, 2024 through March 31, 2024)

Second Quarter (April 1, 2024 through June 30, 2024)

Third Quarter (July 1, 2024 through September 30, 2024)

Fourth Quarter (October 1, 2024 through December 31, 2024)

On March 20, 2025,

there were 2 holders of record of our units, 14 holders of record of shares of our common stock and one holder of record of our

public rights.

The Company’s securities

were previously traded under the symbols of its predecessor, Welsbach Technology Metals Acquisition Corp.

(“WTMA”), on Nasdaq.

WTMA’s units (each consisting of one share of common stock and one-half of one warrant), common stock, and rights were listed under

the symbols “WTMAU,” “WTMA,” and “WTMAR,” respectively.

At the effective time of the Business Combination

between WTMA and Evolution Metals, each WTMA unit automatically separated into its component securities and ceased trading as a separate

Upon completion of the Business

Combination, the combined company, Evolution Metals & Technologies Corp.

(“EM&T”), began trading on Nasdaq under the

symbol “EMAT” for its Common Stock.

EM&T’s Common Stock

has been publicly traded only for a limited period following the completion of the Business Combination.

Accordingly, there was no established

public trading market for EM&T’s Common Stock prior to that time.

On February 19, 2026, the last

reported sale price of our Common Stock was $11.90 per share.

On February 19, 2026, there

were 73 holders of record of our common stock.

We have not paid any cash

dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our

initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors

is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any

indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants

we may agree to in connection therewith.

EM&T has not paid any

cash dividends on its Common Stock to date.

The Company currently intends to retain any future earnings, if any, to fund operations, support

expansion, and service debt obligations, and therefore does not anticipate declaring or paying cash dividends in the foreseeable future.

Any future determination to declare and pay dividends will be at the discretion of EM&T’s Board of Directors and will depend

on, among other factors, the Company’s results of operations, financial condition, cash requirements, contractual restrictions,

and other considerations that the Board may deem relevant.

In addition, EM&T’s ability to pay dividends may be restricted by

covenants under existing or future indebtedness incurred by the Company or its subsidiaries.

(d) Securities Authorized

for Issuance Under Equity Compensation Plans

See Item 12, “Security

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Equity Incentive Plan

At the September 2, 2025,

Special Meeting, WTMA stockholders confirmed their approval and adoption of the Evolution Metals & Technologies Corp.

Incentive Plan (the “Equity Incentive Plan”), which the WTMA stockholders previously approved and adopted at the special meeting

of WTMA stockholders held on June 26, 2025 (the “June Special Meeting”).

The Equity Incentive Plan became effective upon the

Closing Date.

The Equity Incentive Plan allows the Company to make equity and equity-based incentive awards, in the form of stock options,

stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and

certain other awards based on or related to shares of EMAT Common Stock, to officers, employees, directors and consultants.

225,000,000 shares of Common

Stock are initially available for issuance or transfer pursuant to awards under the Equity Incentive Plan.

On January 1st of each

calendar year commencing January 1, 2026 and ending January 1, 2035, an additional number of shares of Common Stock will become available

under the Equity Incentive Plan, with each such annual increase equal to the lesser of (A) 3% of the number of shares of Common Stock

outstanding on December 31 st of the immediately preceding calendar year, or (B) such lesser number of shares of Common Stock

as determined by the EM&T board of directors or the compensation committee of such board (the “Share Pool.) The Share Pool is

subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, reverse stock split, other similar

change in the corporate structure of EM&T, or other corporate transaction or event having an effect similar to any of the foregoing,

as further described in the Equity Incentive Plan (each, an “Adjustment Event”).

The maximum aggregate number of shares of

Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed 225,00,000,

as adjusted for Adjustment Events in accordance with the terms of the Equity Incentive Plan.

Outstanding Equity Awards at 2025 Fiscal Year

(e) Recent Sales of Unregistered

(f) Use of Proceeds from

the Initial Public Offering

On December 30, 2021, pursuant

to the Registration Statement, which was declared effective on December 27, 2021, the Company consummated its initial public offering

of 7,500,000 units.

Each unit consists of one public share and one public right, with each public right entitling the holder thereof to

one-tenth of one share of common stock.

The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of

Chardan Capital Markets, LLC acted as book-runner and representatives of the underwriters of the initial public offering.

On January 14, 2022, Chardan

Capital Markets, LLC, the representative of the underwriters purchased 227,686 units pursuant to the partial exercise of the underwriters’

over-allotment option, which were sold at an offering price of $10.00 per over-allotment unit, generating gross proceeds of $2,276,860.

Simultaneously with the sale of the over-allotment units, the Company consummated a private sale of an additional 4,554 private placement

units to the sponsor, generating gross proceeds of $45,540.

A total of $77,276,250 of

the proceeds from the initial public offering and the sale of the private placement units (including those sold in connection with the

underwriters’ exercise of the over-allotment option), was placed in a U.S.-based trust account maintained by Continental, acting

The proceeds held in the trust account may be invested by the trustee only in U.S.

government securities with a maturity of

185 days or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under

Rule 2a-7 under the Investment Company Act.

On March 24, 2023, the Company

held a special meeting of its stockholders (the “special meeting”).

In connection with the votes to approve the Extensions,

the stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company

to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”)

for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the trust account $125,000 for

each additional one month extension (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory

note, convertible at the option of the holder, in full or in part, into units at a price of $10.00 per unit, which units will be identical

to the private placement units issued in connection with the initial public offering of the Company’s units and repayable upon closing

of a business combination (the “Extension Note”).

On March 24, 2023, Holders of 4,097,964 shares of common stock of the Company

properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate

redemption amount of approximately $42.6 million, leaving approximately $37.8 million in the trust account, based on the approximately

$80.4 million held in the trust account.

As of March 31, 2023, the amounts due to Holders exercising their right to redeem is presented

as Due to stockholders for redemption of Common Stock in the accompanying condensed consolidated balance sheets.

The amount due to the

redeeming Stockholders was subsequently disbursed on April 10, 2023.

On September 29, 2023, the

Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend the Company’s charter by allowing

the Company to extend the Combination Period with a target for up to an additional nine months, from September 30, 2023, to up to June

30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period for up to an additional nine

months, from September 30, 2023, to up to June 30, 2024, for no contribution to the trust account.

In connection with the votes to approve

the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly exercised and did not reverse, their

right to redeem their shares for cash at a redemption price of $10.79 per share, for an aggregate redemption amount of $15.7 million,

leaving approximately $23.4 million in the trust account after the withdrawal of interest to be paid for taxes.

As of September 30, 2023,

the amounts due to Holders exercising their right to redeem is presented as Due to stockholders for redemption of Common Stock in the

accompanying condensed consolidated balance sheets.

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

On June 28, 2024, in connection

with the votes to approve the June Extensions, the holders of 1,090,062 shares of WTMA Common Stock properly exercised their right to

redeem their shares for an aggregate redemption amount of approximately $12.22 million, leaving approximately $12.06 million in the trust

account, based on the approximately $24.28 million held in the trust account as of June 28, 2024 (less funds that may be withdrawn to

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

Accordingly, 1,082,789 and

2,172,851 shares of WTMA Common Stock subject to possible redemption on December 31, 2024 and 2023, respectively, are presented as temporary

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

(g) Purchases of Equity

Securities by the Issuer and Affiliated Purchasers

During the past three years, the Company issued

the following securities without registration under the Securities Act of 1933, as amended (the “Securities Act”):

Non-Redemption Agreement

In connection with the Company’s special meeting

of stockholders held in June 2025 to approve an extension of the deadline to consummate a business combination from June 30, 2025 to September

30, 2025, the Company entered into a non-redemption agreement with certain stockholders pursuant to which an aggregate of 35,205 shares

of common stock were issued to such stockholders in consideration for their agreement not to redeem their shares.

The issuance of these

shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not

involving a public offering.

Issuances for Services

During the fourth quarter of 2025, the Company issued

an aggregate of 490,000 shares of common stock to certain service providers as consideration for services rendered to the Company.

issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not

involving a public offering.

No underwriting discounts or commissions were paid in connection with

the foregoing issuances.

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 5. Market for Registrant’s Common Equity