What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-03-25 · 260 added, 354 removed, 152 unchanged (80% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

References to the “Company,”

3 unchanged sentences

and related notes included herein.

We are a blank check company

formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business

combination with one or more target businesses.

We intend to effectuate our business combination using cash from the proceeds of our initial

public offering and the sale of the placement units that occurred simultaneously with the completion of our IPO, our capital stock, debt

or a combination of cash, stock and debt.

We expect to continue to

incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination

will be successful.

Recent Developments

Promissory Notes

On March 20, 2024, the Company

issued a promissory note (the “Working Capital Note 6”) in the principal amount of $373,737 to the Sponsor in exchange for

On June 28, 2024, the Company

issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for

On September 30, 2024,

the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in

exchange for cash.

On December 31, 2024, the

Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287 to the Sponsor in exchange

Merger Agreement, as Amended

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.

Ancillary Agreements

Company Equityholder

Support and Lock-up Agreement

As a condition and inducement

to WTMA’s willingness to enter into the Merger Agreement, William David Wilcox Jr.

(the “Company Equityholder”) executed

and delivered to WTMA a Support and Lock-up Agreement (the “Company Equityholder Support and Lock-Up Agreement”), dated as

of November 6, 2024, by and among the Company Equityholder, WTMA, the Sponsor, and the Company Minority Equityholders.

Pursuant to the

Company Equityholder Support and Lock-up Agreement, the Company Equityholder has agreed, among other things, (i) to vote in favor of the

adoption and approval, promptly following the time at which the registration statement on Form S-4 shall have been declared effective

and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the Business Combination and (ii) not

to sell, transfer, convey or assign any Subject Shares (as defined in the Company Equityholder Support and Lock-Up Agreement) until such

time to be mutually agreed by the parties hereto after the Closing Date subject to the terms and conditions of the Company Equityholder

Support and Lock-up Agreement.

Sponsor Support and Lock-Up

As a condition and inducement

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

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

and the persons set forth on Schedule I thereto.

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

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

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

S-4 shall have been declared effective and delivered or otherwise made available to WTMA stockholders, of the Merger Agreement and the

Business Combination and (ii) not to sell, transfer, convey or assign any shares of WTMA Common Stock until such time to be mutually agreed

by the parties thereto after the Closing subject to the terms and conditions of the Sponsor Support and Lock-up Agreement.

On November 14, 2024, WTMA

issued a press release announcing the execution of that certain Amended and Restated Agreement and Plan of Merger, dated as of November

6, 2024, as amended by the Amendment No.

1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, (the “Merger

Agreement”), by and among the WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary

of WTMA (“Merger Sub”), and Evolution Metals LLC, a Delaware limited liability company (“EM”), which amended and

restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

Pursuant to the Merger Agreement,

at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”),

Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA.

In connection with the Closing, WTMA intends

to change its name to Evolution Metals & Technologies Corp.

(such post-Closing entity is referred to as “New EM”).

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.

Cautionary Note Regarding Forward-Looking

All statements other than

statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy

and the plans and objectives of management for future operations, are forward- looking statements.

When used in this Report, words such

as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements are based

on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s

behalf are qualified in their entirety by this paragraph.

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.

History of EM&T

Evolution Metals &

Technologies Corp.

(the “Company”) (formerly known as Welsbach Technology Metals Acquisition Corp.

(“WTMA”)) was

a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses.

WTMA consummated its initial public offering

in 2021, and its securities were listed on The Nasdaq Stock Market LLC (“Nasdaq”).

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.

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.

The Business Combination

is a subsequent event that occurred after the periods for which the financial information herein is presented.

However, an annual report

on Form 10-K, including financial statements of the Company for the periods presented herein, is required to be filed with the SEC.

financial information included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

reflects the historical operations of the Company prior to the Business Combination, unless otherwise noted.

For additional information

on the Business Combination please see the section titled “Recent Developments” on page 13 of this Annual Report on Form 10-K.

Results of Operations

We have neither engaged in

any operations nor generated any operating revenues to date.

We have neither engaged

in any operations nor generated any operating revenues to date.

Our only activities for the period ended December 31, 2025 were in connection

4 unchanged sentences

of the IPO placed in the Trust Account.

We expect that we will incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and

completing, a Business Combination.

We incurred expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended December

2 unchanged sentences

For the year ended December

31, 2023, we had a net loss of $54,322, which primarily consists of operating expenses of $2,022,981 and accrual of Delaware franchise

taxes of $200,000, partially offset by interest and dividend earned on marketable securities held in the Trust Account in total of $2,168,659.

31, 2024, we had a net loss of $899,927, which primarily consists of operating expenses of $1,428,060, franchise taxes of $154,785 and

a provision for income taxes of $125,950, partially offset by interest earned on cash held in the Trust Account in total of $808,868.

Liquidity, Capital Resources and Going Concern

15 unchanged sentences

As of January 14, 2022, a total of $77,276,860 of the net proceeds from the IPO

(including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account.

As the over-allotment

option was only partially exercised, 224,328 shares of Common stock purchased by the Initial Stockholders have been forfeited for no consideration.

(including the Over-allotment Units) and the sale of Private Placement Units were placed in the Trust Account.

As the Over-allotment option

was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders were forfeited for no consideration.

Offering costs for the IPO

1 unchanged sentence

in the trust account) and $538,218 of other costs.

The deferred underwriting fee payable of $2,704,690 is contingent upon the consummation

The deferred underwriting fee payable of $2,704,690 was contingent upon the consummation

of a Business Combination by September 30, 2023, subject to the terms of the Underwriting Agreement.

2 unchanged sentences

Net cash provided by investing activities was $6,069,575 mainly reflecting

cash withdrawn from trust account in connection with redemption and to pay franchise and income taxes.

Net cash used in financing activities

was $4,738,451 reflecting redemption and partially offset by the proceeds from working capital loans entered into with the related party.

For the year ended December

31, 2024, cash used in operating activities was $1,459,263.

Net cash provided by investing activities was $12,320,164 mainly reflecting

cash withdrawn from trust account to pay franchise and income taxes and cash withdrawn from trust account in connection with redemption.

1 unchanged sentence

loans entered into with the related party and redemption of common stock.

For the year ended December

31, 2023, cash used in operating activities was $1,347,387.

Net cash provided by investing activities was $58,044,586 and net cash used

in financing activities was $57,052,053 mainly reflecting the redemptions of common stock due to stockholders exercising their redemption

rights in connection with the Extension and proceeds from convertible promissory notes entered into with the Sponsor.

At December 31, 2025, we

had cash held in the Trust Account of $6,464,974.

We intend to use substantially all of the funds held in the trust account, including

any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination.

extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

For the year ended December 31, 2024, the Company had $12,320,164 withdrawn from

the trust account in connection with redemption and to pay franchise and income taxes.

We used substantially all of the funds held in the Trust Account, including any amounts

representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.

To the extent that

our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds

held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other

acquisitions and pursue our growth strategies.

For the year ended December 31, 2025, the Company had $6,069,575 withdrawal from the Trust

Account in connection with redemption and to pay franchise taxes.

At December 31, 2025, we

had operating cash of $4,022, outside of the Trust Account.

We have used and intend to continue to use the funds held outside the trust

account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate

documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

December 31, 2024, the Company has withdrawn a total of $841,386 from the Trust Account for taxes of which was already utilized to pay

for franchise and income taxes.

Through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes

of which $579,564 was already utilized to pay for franchise and income taxes.

As of December 31, 2024 and 2023, respectively, there is

a restricted cash balance of nil and $0 which were utilized to pay the outstanding franchise and income taxes.

For the year ended December

31, 2024 and 2023, amounts accrued and paid for interest and penalties related to franchise tax were $7,935 and $22,771, respectively.

We monitor the adequacy of

our working capital in order to meet the expenditures required for operating our business prior to our initial business combination.

if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business

combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior

to our business combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because

we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we

may issue additional securities or incur debt in connection with such business combination.

If we are unable to complete our initial Business

Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

The Company will need to

raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

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

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

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

As a result of the above,

in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the

Company’s ability to continue as a going concern through August 30, 2023, the scheduled liquidation date of the Company if it does

not complete a Business Combination prior to such date.

Management may raise additional capital through loans or additional investments

from its Sponsor, stockholders, officers, directors, or third parties to meet the Company’s working capital needs and to complete

a Business Combination before the mandatory liquidation date.

The Company may not be able to obtain additional financing.

cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company intends

to complete a Business Combination before the mandatory liquidation date.

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

able to consummate any Business Combination by December 31, 2024.

These consolidated financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be

unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from its

inability to consummate a Business Combination or its inability to continue as a going concern.

We used the funds held outside the Trust Account primarily to identify and

evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or

similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses, and structure, negotiate and complete the Business Combination.

Through December 31, 2025,

the Company withdrew a total of $1,045,248 from the Trust Account for taxes of which was utilized to pay for franchise and income taxes.

Through December 31, 2024, the Company withdrew a total of $841,386 from the Trust Account for taxes of which was utilized to pay for

franchise and income taxes.

As of December 31, 2025 and 2024, there is no outstanding balance under restricted cash.

For the period ended

December 31, 2025 and 2024, amounts accrued for interest and penalties related to franchise tax were $552 and $7,935, respectively.

Going Concern

Subsequent to December 31,

2025, on January 5, 2026, the Company consummated its business combination with Evolution Metals LLC, including the acquisition of KCM

Industry Co., Ltd., KMMI Inc., NS World Co., Ltd., and Handa Lab Co., Ltd.

Management considered this subsequent event in its going concern

However, the business combination did not result in the receipt of significant external funding at closing, and therefore

the Company’s liquidity position was not materially improved as a result of the transaction.

The combined company is currently planning

to conduct a primary equity offering within the next several months to raise additional capital, and if such financing is successfully

completed, management believes the going concern conditions may be alleviated.

As a result of the foregoing,

in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board

(“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability

to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about

the Company’s ability to continue as a going concern for the twelve-month period from the date the financial statements are available

to be issued.

The financial statements do not include any adjustments relating to the recovery of recorded assets or the classification

of liabilities that might be necessary should the Company be unable to continue as a going concern.

Related Party Transactions

Related Party Loans

In addition, in order to

finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are

not obligated to, loan the Company funds as may be required.

If the Company completes a Business Combination, the Company would repay

the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would

be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use

a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would

be used to repay the Working Capital Loans.

On September 30, 2022, the

Company issued a first promissory note (the “First Promissory Note”) in the principal amount of $772,769 to the Sponsor in

connection with the Extension.

The First Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon

consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s

or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination

into additional private units at a price of $10.00 per unit.

On December 30, 2022, the

Company issued a second promissory note (the “Second Promissory Note”) in the principal amount of $772,769 to the Sponsor

in connection with the Extension.

The Second Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon

consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s

or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination

into additional private units at a price of $10.00 per unit.

In order to finance transaction

costs in connection with the Business Combination, certain of the Company’s officers and directors loaned the Company funds as was

If the Company completed its Business Combination, the Company would repay the Working Capital Loans out of the proceeds of

the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust

In the event that a Business Combination did not close, the Company was entitled to use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

On September 30, 2022 and

December 30, 2022, the Company issued two promissory notes, each for $772,769 (the “First Promissory Note” and “Second

Promissory Note,” respectively) to the Sponsor in connection with the Extension.

The First Promissory Note and Second Promissory

Note bear no interest and are payable upon the earlier to occur of (i ) consummation of the Company’s initial Business Combination

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

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

On March 30, 2023, April

3 unchanged sentences

The First Promissory Note together with

Second through Eighth Promissory Notes (collectively, the “Convertible Promissory Notes”).

The Convertible Promissory Notes

bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination

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

or in part, upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit

(the “Conversion”).

Second through Eighth Promissory Notes (collectively, the “Convertible Promissory Notes”) bear no interest and shall be payable

upon the earlier to occur of (i) upon consummation of the Company’s initial Business Combination out of the proceeds of the Trust

Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of

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

On July 30, 2023, the Company

issued a promissory note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for

The Company drawn an additional $100 from this promissory note which resulted in a total outstanding amount of $84,100.

On August 30, 2023, the Company

issued a promissory note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for

On September 28, 2023, the

Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange

On November 10, 2023, the

Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange

On December 29, 2023, the

Company issued a promissory note (the “Working Capital Note 5”) in the principal amount of $15,000 to the Sponsor in exchange

On March 20, 2024, the Company

issued a promissory note (the “Working Capital Note 6”) working capital promissory note to the Sponsor in the principal amount

of $373,737 in exchange for cash.

On June 28, 2024, the Company

issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for

On September 30, 2024,

the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in

exchange for cash.

On December 31, 2024, the

Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287 to the Sponsor in exchange

The Company drew an additional $100 from this promissory note which resulted in a total outstanding amount of $84,100.

On August 30, 2023, September

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025,

June 30, 2025, September 30, 2025 and December 31, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000,

$50,000, $15,000, $373,737, $177,773, $192,069, $4048,287, $474,490, $286,259, $106,716 and $259,798, respectively (“Working Capital

Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13,” respectively), to the Sponsor in exchange for cash.

Working Capital Note 1, together

with Working Capital Notes 2, 3, 4,5,6,7, 8 and 9 the (hereinafter, collectively, the “Working Capital Notes”) are a non-interest

bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial business combination

unless there are funds available outside the trust account to do so.

Such Working Capital Notes would either be paid upon consummation

of the Initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion,

converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price of $10.00

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes

series not to exceed $2.5 million.

with Working Capital Notes 2, 3, 4,5,6,7, 8, 9, 10, 11, 12 and 13 the (hereinafter, collectively, the “Working Capital Notes”)

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

Business Combination unless there are funds available outside the Trust Account to do so.

Such Working Capital Notes would either be paid

upon consummation of the initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s

discretion, converted, in full or in part, upon consummation of the initial Business Combination into additional private units at a price

of $10.00 per unit.

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working

Capital Notes series not to exceed $4 million.

The Convertible Promissory

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– related party in the accompanying consolidated balance sheets.

The Company’s independent

directors were informed that on May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of

the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any

deficiency of restricted cash which may exist as of December 31, 2024, and agrees to advance funds as needed to remedy any such deficiency.

The foregoing summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is

attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 1, 2023 and incorporated by reference herein.

On May 3, 2023, the Company

and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop

Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of December 31, 2025,

and agrees to advance funds as needed to remedy any such deficiency.

Off-Balance Sheet Arrangements

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In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $2,704,690 from the closing

The Company issued a first

promissory note in the principal amount of $772,769 to the Sponsor.

The First Promissory Note bears no interest and shall be payable upon

the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account

released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s

business combination into additional private units at a price of $10.00 per unit.

The Company issued a second

promissory note in the principal amount of $772,769 to the Sponsor.

The Second Promissory Note bears no interest and shall be payable

upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust

Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of

the Company’s business combination into additional private units at a price of $10.00 per unit.

The Company issued two promissory

notes, each in the principal amount of $772,769 to the Sponsor.

These promissory notes bear no interest and are payable upon the earlier

to occur of (i) consummation of the Company’s initial Business Combination out of the proceeds of the Trust Account released to

the Company or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s Business

Combination into additional private units at a price of $10.00 per unit.

The Company issued six promissory

notes in the principal amount of $125,000 to the Sponsor.

The Promissory Notes bear no interest and shall be payable upon the earlier

to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released

to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s

business combination into additional private units at a price of $10.00 per unit.

notes, each in the principal amount of $125,000 to the Sponsor.

These promissory notes bear no interest and are payable upon the earlier

to occur of (i) consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to

the Company or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s Business

Combination into additional private units at a price of $10.00 per unit.

On July 30, 2023, the Company

issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor in exchange for cash.

The Company drawn an additional

The Company drew an additional $100

from this promissory note which resulted in a total outstanding amount of $84,100.

On August 30, 2023, the Company

issued Working Capital Note 2 in the principal amount of $378,000 to the Sponsor in exchange for cash.

On September 28, 2023, the

Company issued Working Capital Note 3 in the principal amount of $22,000 to the Sponsor in exchange for cash.

On November 10, 2023, the

Company issued Working Capital Note 4 in the principal amount of $50,000 to the Sponsor in exchange for cash.

On December 29, 2023, the

Company issued Working Capital Note 5 in the principal amount of $15,000 to the Sponsor in exchange for cash.

On March 20, 2024, the Company

issued a Working Capital Note 6 in the principal amount of $373,737 to the Sponsor in exchange for cash.

On June 28, 2024, the Company

issued a Working Capital Note 7 in the principal amount of $177,773 to the Sponsor in exchange for cash.

On September 30, 2024, the

Company issued a Working Capital Note 8 in the principal amount of $192,069 to the Sponsor in exchange for cash.

On December 31, 2024, the

Company issued a Working Capital Note 9 in the principal amount of $448,287 to the Sponsor in exchange for cash.

As of December 31, 2024

and 2023, respectively, there was an aggregate of 2,296,371, outstanding under the Convertible Promissory Notes reported in Convertible

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

On August 30, 2023, September

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025,

June 30, 2025, September 30, 2025 and December 31, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000,

$50,000, $15,000, $373,737, $177,773, $192,069, $4048,287, $474,490, $286,259, $106,716 and $259,798, respectively (“Working Capital

Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13,” respectively), to the Sponsor in exchange for cash.

As of both December 31, 2025

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

– related party in the accompanying consolidated balance sheets.

As of December 31, 2025 and

2023, respectively, there were amounts of $1,740,966 and $549,100, outstanding under the Working Capital Notes reported in Working capital

2024, there were amounts of $2,868,228 and $1,740,966, respectively, outstanding under the Working Capital Notes reported in Working capital

loans – related party in the accompanying consolidated balance sheets.

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of Operations

Our results of operations

and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty

and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by, among other things,

downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply

chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and

the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East.

this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may

negatively impact our business and our ability to complete an initial business combination.

On April 5, 2012, the JOBS

Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying

public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new

or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our consolidated financial

statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may

be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information

about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median

employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer

an “emerging growth company,” whichever is earlier.

On January 5, 2026, the Company

consummated the Business Combination and is now focused on executing its post-combination operating plan and capital formation strategy.

The Business Combination did not include significant external financing at closing, and the Company expects to require additional capital

to support its operations and growth initiatives.

Management is actively pursuing additional sources of capital, including equity and

strategic financing arrangements.

The Company will need to

raise additional capital through equity financings, debt financings, or additional investments from its Sponsor, stockholders, officers,

directors, or third parties.

There can be no assurance that such financing will be available on acceptable terms, or at all.

If the Company

is unable to raise additional capital, it may be required to take measures to conserve liquidity, which could include reducing or delaying

certain operating and capital expenditures.

Following the Business Combination,

our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial

markets, many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets

or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer

confidence and spending, and geopolitical instability, such as the military conflict in Ukraine and the Middle East.

We cannot at this

time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively

impact our business.

On April 5, 2012, the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other

things, relax certain reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and

under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly

traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with

new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our consolidated financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are relying

on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, as an “emerging

growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of

internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory

audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated

financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation

between executive compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions

will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,”

whichever is earlier.

Critical Accounting Policies and Estimates

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We account for our common

stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument

and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

is classified as temporary equity.

stock subject to possible redemption in accordance with the guidance in FASB’s Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our

control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

Our common stock features

certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our

consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value

of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount

of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Our common stock

features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section

of our consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying

value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying

amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Loss per Share of Common Stock

2 unchanged sentences

per share on the face of the statement of operations.

The Company’s public common shares have a redemption right, which differ

from the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which are referred to

as public common shares and Founder Shares.

The Company’s public shares of common stock have a redemption right, which

differ from the common shares that the sponsors hold.

Accordingly, the Company has effectively two classes of shares, which are referred

to as public shares of common stock and Founder Shares.

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

Net loss per share

is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares

of common stock subject to forfeiture by the Sponsor.

At December 31, 2024, the Company did not have any dilutive securities and/or other

contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding

shares of common stock subject to forfeiture by the Sponsor.

At December 31, 2025, the Company did not have any dilutive securities and/or

other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

15 unchanged sentences

The Company’s

management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

management adopted ASU 2023-09 in our financial statements and disclosures as of December 31, 2025.

In November 2023, the FASB

12 unchanged sentences

15, 2024, with early adoption permitted.

As of December 31, 2024, this ASU became effective and our management adopted this ASU in our

financial statements and related disclosures.

ASU 2023-07 became effective as of December 31, 2024 and our management adopted ASU 2023-07 in

our financial statements and related disclosures (see Note 9).

Management does not believe

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the

accompanying consolidated financial statements.

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

consolidated financial statements.

Quantitative and Qualitative Disclosures

1 unchanged sentence

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not

required to provide the information otherwise required under this item.

Financial Statements and Supplementary

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis