What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-03-25 · 2959 added, 2011 removed, 380 unchanged (93% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and

with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying

Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our

disclosure controls and procedures were effective as of the end of the period covered by this Report.

Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying

Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2025,

under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer/Chief

Operating Officer(together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing,

our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Disclosure controls and

procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our

Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal

8 unchanged sentences

financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the consolidated financial statements.

Because of its inherent limitations,

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reporting as of December 31, 2025.

This Report does not include an attestation report of our independent registered public accounting

firm due to our status as an emerging growth company under the JOBS Act.

This Annual Report

on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging

growth company under the JOBS Act.

Changes in Internal Control over Financial

There were no changes in

our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

There have been no changes

in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal

quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Other Information.

the fiscal quarter ended December 31, 2024, none of our officers or directors informed us of the adoption , modification or termination of

(b) During the fiscal quarter

ended December 31, 2025, none of our officers or directors informed us of the adoption , modification or termination of

a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item

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Directors and Executive Officers

As of March 25, 2025,

As of February 20,

2026, our directors and officers are as follows:

Daniel Mamadou

Chief Executive Officer and Chairman of the Board of Directors

Executive Chairman of Board of Directors and Director

Chief Executive Officer

Christopher Clower

Chief Operating Officer and Director

John Stanfield

Chief Financial Officer

Dominik Oggenfuss

Matthew Rockett

Justin Werner (3)

The experience of our directors

and executive officers is as follows:

Mamadou was appointed as the CEO and Chairman of the WTMA Board on the inception of WTMA, May 27, 2021, and is the

CEO of Welsbach Holdings Pte Ltd, a Technology Metals specialist advisor, which Mr.

Mamadou founded in January 2021.

From January 2015

to December 2020 Mr.

Mamadou led Talaxis Ltd, which is the Technology Metals division of Singapore-listed Noble Group.

From 2011 to 2014, Mr.

Mamadou was a Managing Director at Nomura Securities, and acted as Head of the Corporate Solutions and Financing

Group for the Asia-Pacific region.

At Nomura, Mr.

Mamadou led a team that delivered derivatives and capital markets solutions

to their client base in the Asia-Pacific region.

From 2003 to 2011, Daniel was the co-head of the Corporate Markets and Treasury

Solutions team for Asia-Pacific.

Prior to that, Mr.

Mamadou worked as a Director for Goldman Sachs within the FICC division in London.

From 1997 until 1999, Mr.

Mamadou was a Director at Deutsche Bank in London, on the fixed income derivatives structuring desk for

While leading the Corporate Markets and Treasury Solutions team at Deutsche Bank, Mr.

Mamadou and his team achieved the

number two position in the Asia ex Japan fixed income league tables (including bonds, investment grade and corporate high yield) over

a four-year period from 2008 to 2011, raising approximately $40 billion of capital across sectors.

Mamadou earned a BA

in Business Management and Marketing from ESIC-Valencia, and a MSc in Investment Banking and International Securities from Reading University.

Christopher Clower was

appointed as the COO and a Director of WTMA on the inception of WTMA, May 27, 2021, and is an executive director and COO of Welsbach

Holdings Pte Ltd since March 2021.

From 2014 to 2024, Mr.

Clower was an independent director of Malacca Trust Pte Ltd, a holding

company in Singapore which is the majority owner of one of the leading asset management firms in Indonesia as measured by assets under

Also, from 2014 to 2022, Mr.

Clower was an independent commissioner on the board of PT Batavia Prosperindo Finance Tbk,

an Indonesia consumer finance company listed on the Indonesia Stock Exchange.

Chief Financial Officer and Chief Operating Officer

John Arrastia

Chief Legal Officer

Christopher C.

Thomas Stoddard

Executive Officers

David Wilcox serves as Executive Chairman

of the Board and as a Director of EM&T.

He is also the Manager of Evolution Metals LLC.

His career began at Deutsche Bank

based in the London and New York offices, operating across four continents.

David became a derivatives trading specialist who has

run teams for regulatory overhaul initiatives worldwide, driving value from government policy change.

He has a Bachelors in Business Administration

from the University of Tennessee and a Post Graduate Degree in International Business from St.

Mary’s University.

in Twickenham,

His vast experience in global finance and leadership will be pivotal in steering EM&T’s strategic direction and governance.

We believe that Mr.

Wilcox’s extensive professional experience in global finance and leadership qualifies him to serve as a

director on the EM&T board of directors.

Wilcox was elected at the June 2025 Business Combination Special Meeting to

serve as a Class III director of EM&T upon the closing of the Business Combination.

Frank Moon serves as CEO for EM&T,

overseeing operations in Asia and magnet midstream and downstream separation and processing.

With over 35 years of experience in

critical minerals and materials, Mr.

Moon has held leadership roles in various prominent companies, including Australia Strategic

Metals Ltd (ASM:AX), ASM Korea, KSM Technologies, KSM Metals Co., Ltd., and Alkane Resources.

He has also contributed his expertise to

Kay Tech in Hong Kong, Samwha Group’s Steel Division, Hydro Tech Korea, and Kyung Dong Group Global.

extensive career in the sector is underscored by his ability to manage complex projects and drive operational success in the processing

of critical minerals and magnet materials.

He holds a Bachelor of Science degree from the University of Sydney.

His wealth of experience

and leadership acumen make him a key driver of Evolution Metals’ global strategy in Asia and magnet materials.

as President of EM&T, bringing over 25 years of experience in government, military, and manufacturing sectors.

He founded Knaggs

Law PLLC and was previously CEO of PACEM Solutions International.

Prior to PACEM he served as the Presidentially appointed Deputy Assistant

Secretary of Defense.

Knaggs also led research and engineering at a Department of Defense agency, overseeing a $1 billion

R&D portfolio and a $300 million budget.

A former U.S.

Army Special Forces (Green Beret) officer, he holds a Bachelor of

Science degree from West Point and a Juris Doctor from William & Mary Law School.

He is a member of the D.C.

Bar and holds

FINRA Series 65 certification.

Knaggs’ leadership and expertise in defense, law, and strategic management will be

invaluable in guiding EM&T’s operations.

Christopher Clower serves as Chief

Financial Officer and Chief Operating Officer of EM&T.

Clower was appointed as the COO and a Director of WTMA upon the

inception of WTMA in December 2023.

From 2014-2024, Mr.

Clower was an independent director of Malacca Trust Pte Ltd, a

holding company in Singapore which is the majority owner of one of the leading asset management firms in Indonesia as measured by assets

under management.

Also, since 2014-2022, Mr.

Clower was an independent commissioner on the board of PT Batavia Prosperindo Finance

Tbk, an Indonesia consumer finance company listed on the Indonesia Stock Exchange.

From 2010 to 2014, Mr.

Clower was an independent advisor

and principal investor of his own capital.

Clower was an independent

advisor and principal investor of his own capital.

From 2008 to 2010, Mr.

Clower co-founded, built and sold PT Manoor Bulatn Lestari, an

Indonesian resource company and achieved 30x MOIC in two years for himself and his investors.

Clower co-founded, built and sold PT Manoor Bulatn Lestari,

an Indonesian resource company and achieved 30x MOIC in two years for himself and his investors.

Prior to this, Mr.

6 unchanged sentences

Prior to working in the finance industry, Mr.

was an intelligence officer for the United States Air Force, serving at Clark Air Base in the Philippines with the 90 th Tactical

Fighter Squadron.

John Stanfield, CPA , was

appointed as the Chief Financial Officer of WTMA on the inception of WTMA, May 27, 2021, and has significant experience with GAAP,

finance, operations, and taxation demonstrated over several years and several billion dollars of enterprise value in the private

equity and alternative asset industry.

He is the founder of Stanfield & Associates, LLC, a boutique consulting and full-service public

accounting firm concentrated on outsourced Chief Financial Officer services for special purpose acquisition corporations, private equity

fund managers, and family offices in the United States and internationally.

Prior to founding Stanfield & Associates, LLC,

Stanfield held audit positions at RSM US and Ernst & Young, LLP.

Dominik Oggenfuss was

appointed as a Director of WTMA on October 16, 2023 and has extensive management, marketing and leadership experience in private

debt management, private credit fund, asset management, wealth management and banking.

Oggenfuss most recently served as the

Managing Director, Head of Business Development of VI Capital Pte.

(Singapore) in Singapore, an Asian private debt manager focused

on mid-market segments of small to medium enterprises.

Prior to 2010, Mr.

Oggenfuss worked as a risk management associate in

market risk management and risk control with J.P.

Morgan’s investment banking arm in the United Kingdom, London.

Oggenfuss was the Vice President of J.P.

Morgan Private Bank Suisse SA, Geneva, Zurich and Swiss team and family office.

Thereafter, Mr.

Oggenfuss was the Executive Director of UBS AG, Wealth Management, European International Desk, Client Advisor UHNWI

in Singapore.

Oggenfuss proceeded to work as the Global Head of Sales and Investor Relations and Executive Committee Member of

EFA Group, Trade Finance and Asset Management and subsequently, as the Executive Director, Head of Funding and Chief Investment Officer

of Incomlend Capital, an award-winning, Sequoia-backed fintech, supply chain finance platform.

In addition to his extensive professional

experience, Mr.

Oggenfuss holds an M.A.

in Political Science and Economics from the University of Zurich, Department of Political

Science and Harvard Business School’s Executive Education Program.

Matthew Rockett was

appointed as a Director of WTMA on July 12, 2024, and has over two decades of industry experience working for one of the world’s

largest fully integrated energy companies.

Rockett most recently serves as the Manager of Competitive Performance for Chevron’s

Mid-Continent Business Unit in Houston, Texas, where he oversees the Competitive Performance program.

He is responsible for stewarding

a $100MM+ pilot and technology program in asset development and base operations to drive step-change improvements in key impact metrics

in the Permian Basin.

Previously, Mr.

Rockett held the position of Management Advisor, Subsurface, at Chevron Technical Center, advising

the Vice President of Subsurface.

He also served as the Supervisor of Production Engineering for TengizChevroil in Kazakhstan, managing

the Staff Production Engineering team and optimizing various programs including the capital workover rig program, new & existing

well stimulation program, and the plug & abandonment program.

As the Manager of Reservoir Management Framework for Chevron’s

IndoAsia Business Unit in Indonesia, Mr.

Rockett led the strategic development program, providing reservoir management guidance and

standards for long-term asset development, and overseeing the business unit reserves reporting process.

His earlier roles at Chevron

included Advisor, Heavy Oil in Indonesia, Project Manager for Special Projects in California, Supervisor of Production Operations in Lost

Hills, Advisor for Asset Development, and Reservoir Engineer for Kern River, among others.

Rockett began his career at Chevron

as a Production Engineer Intern in the Mid-Continent Business Unit and later the Gulf of Mexico Business Unit.

Rockett holds

a Bachelor of Science in Petroleum Engineering from The University of Texas at Austin.

His extensive professional experience and leadership

capabilities have established him as a key figure in the energy sector, driving innovation and operational excellence across Chevron’s

global operations.

Justin Werner was

appointed as a Director of WTMA on July 19, 2024 and has over 20 years of mining experience and has founded several successful

Indonesian mining and exploration companies.

He is currently the Managing Director of Nickel Mines Limited (ASX:NIC), a Nickel Laterite

miner and Nickel Pig Iron producer listed on the ASX with a market cap of A$4 billion, located in the Morowali Regency, Sulawesi.

Additionally, Mr.

Werner serves as a Non-Executive Director of Alpha HPA (ASX:A4N), which is completing a bankable feasibility

study for constructing a high-purity alumina plant to supply the Electric Vehicle market.

Previously, Mr.

Werner was the founding

partner of PT Gemala Borneo Utama, an Indonesian mining and exploration company that successfully developed and brought into production

the ‘Buduk’ heap leach gold project in Kalimantan.

This project was sold in 2008 to PT Renaissance Capital, one of Indonesia’s

largest private equity groups.

PT Gemala Borneo Utama also conducted a successful exploration program on Romang Island, identifying a

significant 1Moz polymetallic deposit with ASX-listed Robust Resources, until it was taken over in 2014 by Indonesian billionaire

Anthony Salim for A$97 million.

Werner also served as the Managing Director of ASX-listed Augur Resources, where he

led the discovery of 1.54 million oz Au eq Randu Kuning deposit in Central Java, Indonesia.

Before becoming a project developer,

Werner led many successful turnaround projects for blue-chip mining companies around the globe, including BHP Billiton,

Rio Tinto, Freeport McMoRan, Lihir Gold, and Placer Dome, delivering hundreds of millions of dollars in cost and productivity improvements.

Justin Werner is a highly motivated individual focused on execution and project delivery, with extensive experience across various commodities

and international mining jurisdictions, including Asia, America, and Australasia.

Justin Werner holds a Bachelor of Arts in Management

from the University of Sydney in Australia.

Certain of WTMA’s officers

and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities.

a result, if any of WTMA’s officers or directors become aware of a business combination opportunity which is suitable for an entity

to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Delaware

law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity,

before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing

However, we do not expect these duties to materially affect our ability to complete the Business Combination.

The Existing Charter

contains a waiver of the corporate opportunity doctrine.

With such waiver, there could be business combination targets that may be suitable

or worth consideration for a combination with WTMA but not offered due to a WTMA director’s fiduciary duties to another entity.

WTMA does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in the Existing

Charter impacted its search for an acquisition target and WTMA was not prevented from reviewing any opportunities as a result of such

Below is a table summarizing

the entities to which WTMA’s officers and directors currently have fiduciary duties, contractual obligations or other material management

relationships.

The fiduciary duties owed by such individuals are generally prescribed by applicable law based on the individual’s

position with such entity.

Entity’s Business

Daniel Mamadou

Welsbach Holdings Pte Ltd (Registration 201409889C,

Technology Metals

Managing Member

Energy Transition Minerals Ltd (ACN 118 463 004, Australia)

Technology Metals

Managing Director

DMB Capital Solutions Pte Ltd (Registration 201609607R, Singapore)

Technology Metals

Welsbach Corporate Solutions FZ-LLC (Registration 2424289, United Arab Emirates)

Technology Metals

Christopher Clower

Technology Metals

Managing Member

Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)

Technology Metals

American Orient Capital Partners

Investment Banking

John Stanfield

Aqueum Financial Asset Management, LLC

Investment Banking

Perception Capital Corp.

Investment Banking

RCF Acquisition Corp.

Investment Banking

Dominik Oggenfuss

Welsbach Holdings Pte Ltd (Registration 201409889C, Singapore)

Technology Metals

Managing Partner

Matthew Rockett

Justin Werner

Nickel Mines Limited

Technology Metals

Managing Director

Number, Terms of Office and Appointment of

Directors and Officers

The WTMA Board consists of

five members, three of whom are deemed “independent” under SEC and Nasdaq rules.

Our directors and the structure of the board

will change if the Business Combination is consummated.

Our officers are appointed

by the WTMA Board and serve at the discretion of the WTMA Board, rather than for specific terms of office.

The WTMA Board is authorized

to appoint persons to the offices set forth in our Existing Bylaws as it deems appropriate.

Our Existing Bylaws provide that our directors

may consist of a chairman of the WTMA Board, and that our officers may consist of chief executive officer, president, chief financial

officer, vice president(s), secretary, treasurer and such other officers as may be determined by the WTMA Board.

was an intelligence officer for the United States Air Force, serving at Clark Air Base in the Philippines with the 90 th

Tactical Fighter Squadron.

John Arrastia serves as Chief Legal

Officer of EMAT.

Arrastia brings over thirty years of experience as a first-chair trial attorney in domestic and international

business and commercial disputes.

His practice has encompassed representation of Fortune 500 companies, fiduciaries, government and quasi-governmental

entities, and publicly traded and privately held businesses in complex arbitrations and in federal, state, and appellate courts.

to his litigation practice, Mr.

Arrastia has served as an arbitrator for the American Arbitration Association in more than 200 commercial

and international matters, reflecting deep expertise in dispute resolution, commercial risk management, and cross-border legal matters.

His experience includes overseeing high-stakes disputes involving corporate governance, financial transactions, regulatory matters, and

complex commercial relationships.

Arrastia has been recognized by Chambers USA for his mastery of complex legal issues and for

being attuned to client objectives and the most effective strategies to achieve them.

He has been named among Lawdragon’s 500 Leading

Litigators in America and has received additional recognition from Best Lawyers in America, America’s Most Honored Lawyers Top 1%,

Florida Super Lawyers, Florida Trend’s Legal Elite, South Florida Legal Guide Top Lawyer, Legal Leaders Top Lawyers in Florida,

and has earned an AV Preeminent rating from Martindale-Hubbell.

Arrastia is a Senior Fellow of the Litigation Counsel of America

and a Fellow of the American Bar Foundation.

We believe that Mr.

Arrastia’s extensive litigation, arbitration, and regulatory

experience qualifies him to serve as Chief Legal Officer of EMAT.

David Wilcox serves as Executive Chairman

of the Board and as a Director of EM&T.

He is also the Manager of Evolution Metals LLC.

His career began at Deutsche Bank

based in the London and New York offices, operating across four continents.

David became a derivatives trading specialist who has

run teams for regulatory overhaul initiatives worldwide, driving value from government policy change.

He has a Bachelors in Business Administration

from the University of Tennessee and a Post Graduate Degree in International Business from St.

Mary’s University.

in Twickenham,

His vast experience in global finance and leadership will be pivotal in steering EM&T’s strategic direction and governance.

We believe that Mr.

Wilcox’s extensive professional experience in global finance and leadership qualifies him to serve as a

director on the EM&T board of directors.

Wilcox was elected at the June 2025 Business Combination Special Meeting to

serve as a Class III director of EM&T upon the closing of the Business Combination.

Saul Locker serves as a Director of

Locker brings over four decades of leadership experience in the corporate insurance, healthcare benefits, and employee

benefit consulting industries.

His career reflects a track record of building large-scale insurance platforms, managing national industry

segments, leading sales organizations, and founding and scaling a successful benefits consulting firm, making him a strong addition to

the EMAT Board.

Locker began his career in 1980 with Liberty Mutual, where he spent six years and rose to Regional Manager.

He subsequently joined Alexander & Alexander, then the second-largest insurance brokerage in the world with more than 65,000

employees, serving for 12 years as Regional Vice President and as a member of its executive leadership team.

Following Aon’s

acquisition of Alexander & Alexander in 1996, Mr.

Locker became Regional President of Aon and led the National Healthcare

Industry segment, overseeing industry strategy, client development, and sales execution across the United States and internationally.

Locker founded Alexander Benefits Consulting, a firm he led as Chief Executive Officer and Owner until its sale to NFP/Aon

Under his leadership, the firm grew into a nationwide platform with offices in all major U.S.

markets and a client base

that included major health systems, academic institutions, and large employers across the country.

Locker is widely recognized

for creating and scaling the Healthcare Benefits Consulting Trust in 1993, later known as the Healthcare Benefits Alliance Trust, the

largest industry benefits trust in the United States.

The Trust serves more than 1,000 hospitals and over one million employees nationwide,

offering employee benefit programs that delivered substantially improved coverage at up to 30% lower cost for participating employers.

The Trust’s client roster includes leading institutions such as Trinity Health, Consolidated Catholic Healthcare, Columbia University

and its hospital system, Weill Cornell, Princeton University, Georgetown University, Notre Dame, and other major universities and healthcare

Locker successfully transitioned the Trust from Alexander & Alexander to Aon, and ultimately to Alexander Benefits

Locker holds an M.S.

from Western Illinois University and an M.B.A.

from Colorado State University.

He was also a

collegiate wrestler.

He has served on several nonprofit boards in officer roles, including the Girl Scouts of America, the Alzheimer’s

Association, St.

Joseph Hospital (where he assisted in the funding and construction of the new hospital in Denver), and the Sisters of

Charity of Leavenworth.

We believe that Mr.

Locker’s extensive experience in corporate insurance, large-scale benefit program

design, national sales leadership, and organizational governance qualifies him to serve as a director on the EMAT Board of Directors.

Locker was appointed by the EMAT Board on January 7, 2026 to serve as a Class III director of EMAT, effective immediately,

to fill an existing vacancy on the Board due to the resignation of Chris Hansen as a Director of EMAT.

Christopher C.

Miller serves

as a Director of EM&T.

Miller was a public servant for 34 years in the Army and the national security apparatus

of the United States.

His service culminated as the Acting Secretary of Defense of the United States where he oversaw the military’s

$720 billion budget and successfully led its two million service members and 700k civilian employees through one of the most tumultuous

periods in American history.

Currently he is the Chief Strategy Officer for DZYNE Technologies, a cutting-edge company specializing in

autonomous flight and uncrewed aerial systems (aka “drones”) and advises the private equity firm, Highlander Partners of Dallas,

Miller is one of his generation’s most seasoned national security professionals.

He possesses extensive cross-cultural

and multigenerational experience operating from the ground-level with foreign governments and leading U.S.

and allied military and

security forces, to the highest corridors of power domestically and internationally.

He has extensive Intelligence Community experience

The Senate unanimously confirmed Mr.

Miller on August 6, 2020 as the Director of the National Counterterrorism Center

where he was responsible for defending the U.S from terrorist attacks.

Prior to his confirmation, Chris led the Department of Defense’s

counterterrorism and irregular warfare efforts.

He also served temporarily as the Assistant Secretary of Defense for Special Operations

with responsibility for fighting Al Qaida, recovering American hostages and transforming the DoD to compete against rising powers.

2018 and 2019 Chris was the Special Assistant to the President for Counterterrorism and Transnational Threats at the White House.

government’s senior most policy-making official in those fields, Chris developed and implemented strategy and policy and provided

counsel to the National Security Advisor, Vice-President, and President.

Chris enlisted in the Army Reserve in 1983.

In 1987 he became

an Army officer through R.O.T.C and served 27 years in the Infantry and Special Forces (Green Berets).

He planned and participated

in the invasions of Afghanistan in 2001 and Iraq in 2003, in addition to numerous other deployments worldwide.

After retiring from the

Army in 2014, he provided advice to senior government officials and drove change in the fields of Special Operations, Political Warfare

and Intelligence.

Raised in Iowa City, Iowa, Chris received a Bachelor of Arts in History from the George Washington University.

a Master of Arts degree in National Security Studies from the Naval War College and is a graduate of the Army War College.

With over 30 years

of proven success leading and managing teams and organizations in the most complex, dynamic, demanding, and sensitive environments, Chris

remains committed to transforming antiquated thinking and processes to ensure a strong national defense and secure Republic while advocating

for members of our Armed Forces, Veterans and their families.

His experiences and philosophy are available in his recently published book,

“Soldier-Secretary:

Warnings from the Battlefield & the Pentagon about America’s Most Dangerous Enemies”.

believe that Mr.

Miller’s extensive professional experience in national security, leadership, strategic planning, and operational

management qualifies him to serve as a director on the EM&T board of directors.

Miller was elected at the June 2025

Business Combination Special Meeting to serve as a Class II director of EM&T upon the closing of the Business Combination.

Ambassador Robin S.

Bernstein (ret.)

serves as a Director of EM&T.

Ambassador Bernstein was appointed by President Donald J.

Trump to serve as the United States

Ambassador to the Dominican Republic from July 2018 to January 2021.

She has served as President of Richard S.

and Associates, Inc.

of West Palm Beach, Florida from 2004-2018 and from 2018 to present, and is currently the Manager for Rbern

Ventures, LLC, a business consulting company.

Her over four decades of experience in business government and the non-profit community

have demonstrated proven, resolute and successful leadership, diplomacy and management.

Her vast variety of contacts in the areas of business,

government and non-profit sectors have enabled her to contribute in many fields, such as education, disaster relief and women’s

Over the course of her career, Ambassador Bernstein has developed experience as an entrepreneur, diplomat, business consultant,

insurance and real estate broker and registered representative of numerous companies.

She has had the honor of serving two Presidential

Administrations.

Most recently, she retired as the U.S.

Ambassador to the Dominican Republic and formerly served at the U.S.

of Commerce in Washington, D.C.

and Presidential transition team under President Jimmy Carter.

Her work as an ambassador earned her many

awards, most notably the Order of Duarte from the President of the Dominican Republic.

Ambassador Bernstein has shown a demonstrated commitment

to the non-profit sector serving on many boards and councils earning her many awards over the decades.

She was Co-Founder of Palm Beach

County Cares, a Florida relief effort for victims of Hurricane Maria in Puerto Rico and the Caribbean Islands, which delivered over 200,000

pounds of medicine and supplies to the ravaged islands.

Ambassador Bernstein earned a double B.A.

from American University, School of

International Service in Language Area Studies and International Studies as well as an MBA from George Washington University, both in

Washington, D.C.

She speaks French and intermediate Spanish.

We believe that Amb.

Bernstein’s extensive professional experience

in international relations, business strategy, leadership, and public service qualifies her to serve as a director on the EM&T board

of directors.

Bernstein was elected at the June 2025 Business Combination Special Meeting to serve as a Class II director

of EM&T upon the closing of the Business Combination.

Thomas Stoddard serves as a Director

Stoddard brings over 50 years of extensive experience in the real estate industry, with expertise spanning

all facets of real estate development, operations, administration, accounting, and finance.

He currently serves as the Chief Operating

Officer at the UCR Group, LLC, a leading residential multi-family development and management firm.

Throughout his distinguished career,

he has gained experience across multiple property types, including hospitality, commercial office, industrial/R&D, residential housing,

He has primarily held executive roles in finance for both public and private companies, contributing significantly to their

Stoddard’s finance expertise includes serving as Corporate Treasurer for a public multinational real estate development

firm, where he managed the financial operations of eight regional offices and maintained regular communication with corporate headquarters

His responsibilities have encompassed bank relations, money management and investments, corporate secured and unsecured lines

of credit, standby letters of credit, construction and permanent financing, payroll administration, legal coordination, accounting, audits,

and title company relationships.

In addition to his financial acumen, Mr.

Stoddard has extensive experience in real estate development

and management.

He served with a family-owned company managing full and limited-service hotels across the United States, including

prominent flags such as Marriott, Hyatt, Hilton, Wyndham, Radisson, and Best Western.

His responsibilities included overseeing franchise

agreements, management contracts, property development and rehabilitation, marketing and advertising, property improvement plans (PIP),

leasing retail and restaurant space, parking agreements, and analyzing regional Star Reports.

Stoddard earned a Finance degree

in Business Administration from the University of Southern California, where he was awarded a full academic scholarship.

licensed Real Estate Broker in the State of California, further enhancing his qualifications and contributions to the real estate industry.

We believe that Mr.

Stoddard’s extensive professional experience in finance, real estate development, and operational management

qualifies him to serve as a director on the EM&T board of directors.

Stoddard was elected at the June 2025 Business

Combination Special Meeting to serve as a Class I director of EM&T upon the closing of the Business Combination.

Corporate Governance

Composition of the Board of Directors

When considering whether directors have the experience,

qualifications, attributes, and skills, taken as a whole, to enable EM&T’s Board of Directors to satisfy its oversight responsibilities

effectively in light of the company’s business and structure, the Board focuses primarily on each person’s background and

experience as reflected in the information provided in their individual biographies set forth above.

The Board seeks to ensure an appropriate

mix of experience and skills relevant to the size and nature of EM&T’s business.

Director Independence

Nasdaq listing rules require

that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent directors and that

a majority of our board of directors be independent.

An “independent director” is defined generally as a person other than

an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s

board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of

The WTMA Board has determined that Mr.

Oggenfuss and Mr.

Rockett are each an “independent

director” as defined in the Nasdaq listing rules and applicable SEC rules.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

The Company will only enter into transactions with our officers and directors

and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties.

Any related-party transactions

must be approved by our audit committee and a majority of disinterested directors.

EM&T’s Common Stock is listed on Nasdaq,

and the company complies with the applicable rules of that exchange in determining whether a director is independent.

The Board has undertaken

a review of the independence of the directors and determined that each of Mr.

Miller, Ambassador Bernstein, and

Stoddard qualifies as “independent” as defined under the applicable Nasdaq rules.

The Board’s Risk Oversight Role

One of the key functions of our Board is informed oversight of our

risk management process.

Our Board does not currently have or anticipate having a standing risk management committee, but instead administers

this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address

risks inherent in their respective areas of oversight.

In particular, our Board is responsible for monitoring and assessing strategic

risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps

our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk

assessment and management is undertaken.

The audit committee also monitors compliance with legal and regulatory requirements.

Our compensation

committee assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Committees of the Board of Directors

We have two standing committees:

an audit committee and a compensation committee.

Each committee operates under a charter that has been approved by our board of directors.

The composition and responsibilities of each committee are described below.

Subject to phase-in rules and a limited exception, Nasdaq

rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

directors, and the Nasdaq listing rules require that the compensation committee of a listed company be comprised solely of independent

EM&T’s Board of Directors directs the

management of the company’s business and affairs, as provided under Delaware law, and conducts its work through meetings of the

Board and its standing committees.

The Board maintains three standing committees:

an Audit Committee, a Compensation Committee, and a

Nominating and Corporate Governance Committee, each operating under a written charter.

From time to time, the Board may establish special

committees when it deems it necessary or advisable to address specific issues.

Current copies of all committee charters are available

on EM&T’s website as required by SEC and Nasdaq rules.

Information on or accessible through the company’s website is not

incorporated by reference into this Report and does not form part of it.

Audit Committee

We established an audit committee

of the board of directors, which consists of Justin Werner, Dominik Oggenfuss and Matthew Rockett.

Dominik Oggenfuss serves as chairman

of the audit committee.

Under the Nasdaq listing rules and applicable SEC rules, we are required to have at least three members of the

audit committee, all of whom must be independent, subject to certain phase-in provisions which we are not taking advantage of.

Werner, Dominik Oggenfuss and Matthew Rockett meet the independent director standard under Nasdaq listing rules and under Rule 10-A-3(b)(1) of

the Exchange Act.

Each member of the audit committee

is financially literate and our board of directors has determined that Mr.

Oggenfuss qualifies as an “audit committee financial

expert” as defined in the applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

● meeting with our independent registered public accounting

firm regarding, among other issues, audits, and the adequacy of our accounting and control systems;

● monitoring the independence of the registered public accounting

● verifying the rotation of the lead (or coordinating) audit

partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● inquiring and discussing with management our compliance with

applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services

to be performed by our registered public accounting firm, including the fees and terms of the services to be performed;

● appointing or replacing the registered public accounting

● determining the compensation and oversight of the work of

the registered public accounting firm (including resolution of disagreements between management and the registered public accounting

firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

● monitoring compliance on a quarterly basis with the terms

of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise

causing compliance with the terms of this offering;

● reviewing and approving all payments made to our existing

stockholders, executive officers or directors and their respective affiliates.

Any payments made to members of our audit committee will

be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Director Nominations

We do not have a standing nominating

committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee

for selection by the WTMA Board.

The WTMA Board believes that the independent directors can satisfactorily carry out the responsibility

of properly selecting or approving director nominees without the formation of a standing nominating committee.

Rockett will participate in the consideration and recommendation of director nominees.

In accordance with Rule 5605(e)(1)(A) of

the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee

charter in place.

The WTMA Board will also consider

director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for

election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish

to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, the WTMA Board considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

EM&T’s Audit Committee consists of Mr.

Locker, and Mr.

Miller, with Mr.

Stoddard serving as Chair.

The Board has determined that each of these directors meets

the independence requirements of the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act, and the Nasdaq listing standards.

Each member of the Audit Committee is able to read and understand fundamental financial statements in accordance with Nasdaq requirements.

The Board has further determined that Mr.

qualifies as an “audit committee financial expert” within the meaning of SEC regulations and satisfies Nasdaq’s financial

sophistication standards, based on his formal education and extensive experience in financial and accounting roles.

The audit committee’s responsibilities include,

among other things:

● appointing, compensating, retaining, evaluating, terminating

and overseeing EM&T’s independent registered public accounting firm;

● discussing with EM&T’s independent registered public

accounting firm their independence from management;

● reviewing with EM&T’s independent registered public

accounting firm the scope and results of their audit;

● pre-approving all audit and permissible non-audit services

to be performed by EM&T’s independent registered public accounting firm;

● overseeing the financial reporting process and discussing

with management and EM&T’s independent registered public accounting firm the interim and annual financial statements that EM&T

files with the SEC;

● reviewing and monitoring EM&T’s accounting principles,

accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

● reviewing related party transactions;

● establishing procedures for the confidential anonymous submission

of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

We established a compensation

committee of the board of directors, which consists of Justin Werner, Dominik Oggenfuss and Matthew Rockett.

Matthew Rockett serves as

chairman of the compensation committee.

Under the Nasdaq listing rules and applicable SEC rules, we are required to have at least two

members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions which we are not taking

advantage of.

Justin Werner, Dominik Oggenfuss and Matthew Rockett meet the independent director standard under Nasdaq listing rules applicable

to members of the compensation committee.

Our compensation committee

charter details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate

goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s

based on such evaluation;

● reviewing and approving the compensation of all of our other

Section 16 executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included

in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

The compensation committee

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider

Participation

None of our officers currently

serves, or in the past year has served as a member of the compensation committee of any other entity that has one or more executive officers

serving on the WTMA Board.

None of our executive officers currently serves, or in the past year has served, as a member of the board of

directors of any other entity that has one or more executive officers serving on our compensation committee.

Code of Conduct and Ethics

We adopted a code of conduct

and ethics that applies to all of our executive officers, directors, and employees.

The code of ethics codifies the business and ethical

principles that govern all aspects of our business.

WTMA has filed a copy of its

Code of Ethics in its SEC filings and it may be viewed by accessing WTMA’s public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from WTMA.

WTMA intends to disclose any amendments

to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K.

EM&T’s Compensation Committee consists

Stoddard, Mr.

Miller, and Ambassador Bernstein, with Mr.

Locker serving as Chair.

The Board has

determined that each of these directors is “independent” under Nasdaq and SEC standards.

The compensation committee’s responsibilities

include, among other things:

● reviewing and approving, either alone or together with the

other independent members of the board of directors, the compensation of EM&T’s Chief Executive Officer and our other executive

● reviewing and recommending to our board of directors the

compensation of EM&T’s non-employee directors;

● selecting compensation consultants and advisors and assessing

whether there are any conflicts of interest with any of the committee’s compensation advisors;

● reviewing any equity plans proposed to be adopted by EM&T.

Nominating and Corporate Governance Committee

EM&T’s Nominating and Corporate Governance

Committee consists of Mr.

Stoddard, Mr.

Miller, and Ambassador Bernstein, with Mr.

Locker serving as Chair.

The Board has determined that all members are “independent” under Nasdaq and SEC standards.

The nominating and corporate governance committee’s

responsibilities include, among other things:

● identifying individuals qualified to become members of EM&T’s

board of directors, consistent with criteria approved by EM&T’s board of directors;

● recommending to EM&T’s board of directors the nominees

for election to EM&T’s board of directors at annual meetings of EM&T’s stockholders;

● overseeing an evaluation of EM&T’s board of directors

and its committees;

● developing and recommending to EM&T’s board of

directors a set of corporate governance guidelines.

Code of Ethics

EM&T has adopted a Code of Ethics that applies

to all directors, executive officers, and employees, including the principal executive officer, principal financial officer, principal

accounting officer or controller, and persons performing similar functions.

The Code of Ethics is available on the company’s website

at www.evolution-metals .

EM&T makes any legally required disclosures

regarding amendments to, or waivers of, provisions of its Code of Ethics on its website rather than by filing a Current Report on Form 8-K.

on or accessible through the website is not incorporated by reference into this Report and does not form part of it.

Insider Trading Policy

We have not adopted a formal

insider trading policy as of the date of this Report.

We are a special purpose acquisition company with limited operations and a small

number of individuals who may have access to material nonpublic information.

Given our current stage of development and the narrow scope

of our business activities, we believe that our existing procedures and oversight are sufficient to ensure compliance with federal securities

laws, including those prohibiting insider trading.

Nevertheless, we remain fully

committed to upholding all applicable securities laws.

Our directors and officers understand that they must maintain the confidentiality

of any material nonpublic information and refrain from trading on such information.

We will continue to evaluate the need to adopt a formal

insider trading policy prior to or in connection with the completion of our initial business combination.

It is our present intention

to adopt a more comprehensive insider trading policy following the consummation of business combination, when our operations and personnel

needs are expected to expand.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s

equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s

Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish the Company with

copies of all Section 16(a) reports they file.

To our knowledge, based solely on the review of the copies of these forms furnished to

us and representations that no other reports were required, the Company believes that all forms required to be filed under Section 16

of the Exchange Act for the year ended December 31, 2024 were filed timely.

Our Board has adopted an insider trading policy

governing the purchase, sale and/or other dispositions of its securities by directors, officers and certain employees that is reasonably

designed to promote compliance with insider trading laws, rules and regulations.

Our insider trading policy is available on our corporate

website, www.evolution-metals.com under “Investor Relations”.

Whistleblower Policy

Our Board has adopted a whistleblower policy to

provide employees with a confidential and anonymous method for reporting concerns about the conduct of the Company or employees free from

Our whistleblower policy is available on our corporate website, www.evolution-metals.com under “Investor Relations”.

Compensation Recovery Policy

Our Board has adopted a compensation recovery policy,

which provides that in the event the Company is required to prepare an accounting restatement due to noncompliance with any financial

reporting requirements under the securities laws or otherwise erroneous data or the Company determines there has been a significant misconduct

that causes financial or reputational harm, the Company shall recover a portion or all of any incentive compensation.

Our compensation

recovery policy is available on our corporate website, www.evolution-metals.com under “Investor Relations”.

Compensation Committee Interlocks and Insider Participation

None of EM&T’s executive officers serves,

or has served during the past year, as a member of the board of directors or compensation committee of any entity, other than EM, that

has one or more executive officers serving on EM&T’s Board of Directors.

Limitation on Liability and Indemnification of Directors and

EM&T’s Charter limits the liability of

its directors to the fullest extent permitted under the Delaware General Corporation Law (“DGCL”).

The DGCL provides that directors

of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

● for any transaction from which the director derives an improper

personal benefit;

● for any act or omission not in good faith or that involves

intentional misconduct or a knowing violation of law;

● for any unlawful payment of dividends or redemption of shares;

● for any breach of a director’s duty of loyalty to the

corporation or its stockholders.

If the DGCL is amended to further limit or eliminate

directors’ personal liability, the liability of EM&T’s directors is automatically limited to the fullest extent permitted

by such amendment.

Delaware law and EM&T’s Bylaws provide

that the company indemnifies its directors and officers, and may indemnify employees and other agents, to the fullest extent permitted

Any indemnified person is entitled, subject to certain limitations, to advancement or reimbursement of reasonable expenses (including

attorneys’ fees) in advance of the final disposition of a proceeding.

EM&T has entered into separate indemnification

agreements with each of its directors and executive officers.

These agreements require the company to indemnify them for certain expenses,

judgments, fines, and settlements incurred in actions arising out of their service to EM&T or to other entities at the company’s

The company maintains directors’ and officers’

liability insurance covering its directors and officers for actions taken in their capacities as such.

The Board believes these provisions

and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to directors, officers, or controlling persons of the company, the SEC has advised that such

indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Executive Compensation.

No executive officer has

received any cash compensation for services rendered to us during the year ended December 31, 2024.

No compensation or fees of any kind,

including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management

team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type

of transaction that it is).

However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection

with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses

and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to

examine their operations.

There is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the

extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held

in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished

to our stockholders.

It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider

our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form

8-K, as required by the SEC.

Overview of Anticipated Executive Compensation

Following the consummation

of the Business Combination, decisions with respect to the compensation of our executive officers, including our named executive officers,

will be made by the compensation committee of our board of directors.

The following discussion is based on the present expectations as

to the compensation of our executive officers and directors following the Business Combination.

The actual compensation of our executive

officers will depend on the judgment of the members of the compensation committee and may differ from that set forth in the following

We anticipate that compensation

for our executive officers will have the following components:

base salary, cash bonus opportunities, equity compensation, employee benefits,

executive perquisites and severance benefits.

Base salaries, employee benefits, executive perquisites and severance benefits will be designed

to attract and retain senior management talent.

We will also use annual cash bonuses and equity awards to promote performance-based pay

that aligns the interests of our executive officers with the long-term interests of our equity-owners and to enhance executive

Annual Bonuses

We expect that we will use

annual cash incentive bonuses for the executive officers to motivate their achievement of short-term performance goals and tie a

portion of their cash compensation to our performance.

We expect that, near the beginning of each year, the compensation committee will

select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the

executive officers.

Following the end of each year,

the compensation committee will determine the extent to which the performance targets were achieved and the amount of the award that is

payable to the executive officers.

Stock-Based Awards

Pursuant to the Merger Agreement,

we expect that New EM will grant certain stock option awards to certain service providers following the consummation of the Merger, including

certain of our executive officers, based on New EM achieving specified goals related to New EM’s revenue and EBITDA, as further

described in the Merger Agreement, in each of fiscal years 2025, 2026, 2027, and 2028, with such awards covering up to a maximum 2.05 million

shares of New EM Common Stock for each fiscal year, or up to an aggregate of 8.2 million shares.

At this time, it has not been determined

to whom and in what proportion these grants will be made.

We expect to use stock-based awards

in future years to promote our interest by providing our executive officers with the opportunity to acquire equity interests as an

incentive for remaining in our service, which will also align the executive officers’ interests with those of our equity holders.

Other Compensation

We expect to continue to offer

various employee benefit plans.

We may also provide our executive officers with perquisites and personal benefits that are not generally

available to all employees.

Director Compensation

Following the Business Combination,

our non-employee directors will receive varying levels of compensation for their services as directors and members of committees

of our board of directors.

We anticipate determining director compensation in accordance with industry practice and standards.

Evolution Metals LLC

EM is an “emerging growth company,”

as defined in the JOBS Act.

As an emerging growth company, it has opted to comply with the executive compensation disclosure rules applicable

to emerging growth companies.

As an emerging growth company, it is exempt from certain requirements related to executive compensation,

including the requirement to provide information relating to the ratio of total compensation of its manager to the median of the annual

total compensation of all of its employees.

For purposes of this disclosure

and Item 402 of Regulation S-K, we view David Wilcox, EM’s manager, as the only named executive officer with respect to

No compensation or benefits were paid or provided to Mr.

Wilcox for his services to EM during the year ended December 31,

2025 and 2024.

Further, during the year ended December 31, 2025 and 2024, Mr.

Wilcox was not party to any employment agreement

or other compensation-related arrangement with EM.

EM did not maintain an equity compensation program or have any equity

awards outstanding as of December 31, 2025.

This disclosure therefore does not include a Summary Compensation Table, an Outstanding

Equity Awards at Fiscal Year-End table, an Equity Compensation Plan Information table or narrative disclosures under Item 402 or

Item 201(d), as applicable, of Regulation S-K, because there would be nothing to disclose in such tables and narratives.

Welsbach Technology Metals Acquisition Corp.

No executive officer or director

of Welsbach Technology Metals Acquisition Corp.

(“WTMA”) received any compensation for services rendered to WTMA during the

year ended December 31, 2025 and 2024.

Prior to the consummation of the Business Combination, WTMA did not pay, and was not obligated

to pay, any compensation or fees of any kind, including finder’s fees, consulting fees, or other similar fees, to any of its executive

officers, directors, or other insiders for services rendered prior to or in connection with the Business Combination.

WTMA’s executive officers and directors were

entitled to reimbursement for out-of-pocket expenses incurred in connection with activities undertaken on WTMA’s behalf, including

activities related to the Business Combination.

There were no material reimbursable out-of-pocket expenses incurred by such individuals

prior to the closing of the Business Combination.

Employment Agreements

In connection with the Business

Combination, we expect to enter into employment agreements with certain of our executive officers.

On January 5, 2026, EMAT entered into the following

executive employment agreements.

New Executive Chairman Agreement

On January 5, 2026, EMAT entered into an executive

employment agreement (the “Executive Chairman Agreement”) with David Wilcox (referred to in this section titled New Executive

Chairman Agreement as “Executive”).

The Executive Chairman Agreement provides, among other things, that Executive shall

be entitled to a base salary of $1,500,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus

with tiers of 35%, 50%, and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators Pursuant

to the Executive Chairman Agreement, Executive is entitled to receive stock options covering 13,816,043 shares of EMAT common stock, subject

to the terms of the Company’s management incentive plan and approval by the Compensation Committee.

Executive may also be eligible

to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee.

Upon a termination of

employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable), reimbursable

business expenses, and vested benefits under applicable benefit plans.

If Executive is terminated by the Company without Cause or resigns

for Good Reason (each as defined in the Executive Chairman Agreement), and Executive executes a separation agreement and release that

becomes final and irrevocable, Executive will also receive:

(i) severance equal to 12 months of Base Salary, payable in installments;

(ii) Company-paid COBRA premiums for up to 12 months;

(iii) a lump-sum bonus equal to 100% of Base Salary for the year

of termination, paid at the same time bonuses are paid to other executives;

and (iv) immediate vesting of all unvested equity awards,

subject to post-termination trading restrictions.

If Executive’s employment is terminated within 12 months following a Change

of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA

coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards.

The Executive Chairman Agreement includes

customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New CEO Agreement

On January 5, 2026, EMAT entered into an executive

employment agreement (the “CEO Agreement”) with Frank Moon (referred to in this section titled New CEO Agreement as

“Executive”).

The CEO Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,500,000

(the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of

Base Salary, based on a combination of personal and Company key performance indicators.

Pursuant to the CEO Agreement, Executive is entitled

to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common stock,

subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee.

Executive may also be

eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee.

Upon a termination

of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable),

reimbursable business expenses, and vested benefits under applicable benefit plans.

If Executive is terminated by the Company without

Cause or resigns for Good Reason (each as defined in the CEO Agreement), and Executive executes a separation agreement and release that

becomes final and irrevocable, Executive will also receive:

(i) severance equal to 12 months of Base Salary, payable in installments;

(ii) Company-paid COBRA premiums for up to 12 months;

(iii) a lump-sum bonus equal to 100% of Base Salary for the year

of termination, paid at the same time bonuses are paid to other executives;

and (iv) immediate vesting of all unvested equity awards,

subject to post-termination trading restrictions.

If Executive’s employment is terminated within 12 months following a Change

of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA

coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards.

The CEO Agreement includes customary

confidentiality, non-competition, non-solicitation, and indemnification provisions.

New President Agreement

On January 5, 2026, EMAT entered into an executive

employment agreement (the “President Agreement”) with Andrew Knaggs (referred to in this section titled New President Agreement

as “Executive”).

The President Agreement provides, among other things, that Executive shall be entitled to a base salary of

$1,300,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least

75% of Base Salary, based on a combination of personal and Company key performance indicators.

Pursuant to the President Agreement, Executive

is entitled to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common

stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee.

Executive may

also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee.

a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if

applicable), reimbursable business expenses, and vested benefits under applicable benefit plans.

If Executive is terminated by the Company

without Cause or resigns for Good Reason (each as defined in the President Agreement), and Executive executes a separation agreement and

release that becomes final and irrevocable, Executive will also receive:

(i) severance equal to 12 months of Base Salary, payable

in installments;

(ii) Company-paid COBRA premiums for up to 12 months;

(iii) a lump-sum bonus equal to 100% of Base Salary

for the year of termination, paid at the same time bonuses are paid to other executives;

and (iv) immediate vesting of all unvested

equity awards, subject to post-termination trading restrictions.

If Executive’s employment is terminated within 12 months following

a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months

of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards.

The President Agreement includes

customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New CFO and COO Agreement

On January 5, 2026, EMAT entered into an executive

employment agreement (the “CFO COO Agreement”) with Christopher Clower (referred to in this section titled New CFO COO

Agreement as “Executive”).

The CFO COO Agreement provides, among other things, that Executive shall be entitled to a base

salary of $1,000,000 (the “Base Salary”) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%,

and at least 75% of Base Salary, based on a combination of personal and Company key performance indicators.

Pursuant to the CFO COO Agreement,

Executive is entitled to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares

of EMAT common stock, subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee.

Executive may also be eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation

Upon a termination of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused

vacation (if applicable), reimbursable business expenses, and vested benefits under applicable benefit plans.

If Executive is terminated

by the Company without Cause or resigns for Good Reason (each as defined in the CFO COO Agreement), and Executive executes a separation

agreement and release that becomes final and irrevocable, Executive will also receive:

(i) severance equal to 12 months of Base

Salary, payable in installments;

(ii) Company-paid COBRA premiums for up to 12 months;

(iii) a lump-sum bonus equal to

100% of Base Salary for the year of termination, paid at the same time bonuses are paid to other executives;

and (iv) immediate vesting

of all unvested equity awards, subject to post-termination trading restrictions.

If Executive’s employment is terminated within

12 months following a Change of Control, Executive is entitled to enhanced severance benefits, including increased months of

Base Salary, 24 months of COBRA coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards.

The President Agreement includes customary confidentiality, non-competition, non-solicitation, and indemnification provisions.

New CLO Agreement

On January 5, 2026, EMAT entered into an executive

employment agreement (the “CLO Agreement”) with John Arrastia (referred to in this section titled New CLO Agreement

as “Executive”).

The CLO Agreement provides, among other things, that Executive shall be entitled to a base salary of $1,300,000

(the “Base Salary’) and shall be eligible for a performance-based annual bonus with tiers of 35%, 50%, and at least 75% of

Base Salary, based on a combination of personal and Company key performance indicators.

Pursuant to the CLO Agreement, Executive is entitled

to receive up to 11,513,369 restricted stock units and incentive stock options covering up to 13,816,043 shares of EMAT common stock,

subject to the terms of the Company’s management incentive plan and approval by the Compensation Committee.

Executive may also be

eligible to receive additional equity awards, including restricted stock units, as approved by the Compensation Committee.

Upon a termination

of employment for any reason, Executive will receive accrued but unpaid Base Salary, any accrued but unused vacation (if applicable),

reimbursable business expenses, and vested benefits under applicable benefit plans.

If Executive is terminated by the Company without

Cause or resigns for Good Reason (each as defined in the CLO Agreement), and Executive executes a separation agreement and release that

becomes final and irrevocable, Executive will also receive:

(i) severance equal to 12 months of Base Salary, payable in installments;

(ii) Company-paid COBRA premiums for up to 12 months;

(iii) a lump-sum bonus equal to 100% of Base Salary for the year

of termination, paid at the same time bonuses are paid to other executives;

and (iv) immediate vesting of all unvested equity awards,

subject to post-termination trading restrictions.

If Executive’s employment is terminated within 12 months following a Change

of Control, Executive is entitled to enhanced severance benefits, including increased months of Base Salary, 24 months of COBRA

coverage, an increased bonus payout, and immediate and unrestricted vesting of all equity awards.

The President Agreement includes customary

confidentiality, non-competition, non-solicitation, and indemnification provisions.

Equity Incentive Plan

At the September 2, 2025, Special Meeting,

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

2025 Equity 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 will allow 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.

Equity Incentive Plan

225,000,000 shares of Common Stock will be 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.

Share Recycling Provisions .

The Equity Incentive Plan contains share recycling provisions.

Shares underlying any awards under the Equity Incentive Plan that expire,

are forfeited, become un-exercisable (as applicable) without being exercised in full, are repurchased by EM&T for failure to vest,

or are held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding will be added back

to the shares available for issuance under the Equity Incentive Plan and, to the extent permitted under Section 422 of the Code and the

regulations promulgated thereunder, the shares that may be issued as incentive stock options.

With respect to stock appreciation rights,

only shares actually issued pursuant to a stock appreciation right will cease to be available under the Equity Incentive Plan, and all

remaining shares under stock appreciation rights will remain available for future grant or sale.

To the extent an award under the Equity

Incentive Plan is paid in cash rather than in shares, such cash payment will not result in reducing the number of shares available for

issuance under the Equity Incentive Plan.

Non-Employee Director

Compensation Limit .

The Equity Incentive Plan contains a limitation whereby the value of all awards under the Equity Incentive

Plan plus all other compensation (cash and non-cash) paid or granted by EM&T to any non-employee director may not exceed $750,000

in any other calendar year (measured at the date of grant, as applicable, and calculating the value of any awards based on the grant date

fair value for financial reporting purposes), provided, however, that this limit shall not apply to distributions of previously deferred

compensation under a deferred compensation plan maintained by EM&T or compensation received by the director in his or her capacity

as an executive officer or employee of EM&T.

Administratio n .

The Equity Incentive Plan will generally be administered by the compensation committee of EM&T’s board of directors, EM&T’s

board of directors or such other committee constituted pursuant to the terms of the Equity Incentive Plan.

The plan administrator, which

initially will be the compensation committee of EM&T’s board of directors, will have full power to (among other things) select,

from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants,

and to determine the specific terms and conditions of each award, subject to the provisions of the Equity Incentive Plan.

The plan administrator

may provide for vesting acceleration or waiver of forfeiture restrictions with respect to awards under the Equity Incentive Plan.

Eligibility .

Persons eligible to participate in the Equity Incentive Plan will be employees and consultants (who are permissible grantees under Form

S-8) of EM&T and its subsidiaries, and non-employee members of the Board of Directors of EM&T, as selected from time to time by

the plan administrator in its discretion.

The basis for participation in the Equity Incentive Plan by eligible persons is the selection

of such persons for participation by the plan administrator in its discretion.

Types of Awards Under

the Equity Incentive Plan .

Pursuant to the Equity Incentive Plan, EM&T may grant stock options (including stock options intended

to be “incentive stock options” as defined in Section 422 of the Code (“Incentive 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 EM&T Common Stock.

Generally, each grant of

an award under the Equity Incentive Plan will be evidenced by an award agreement which will contain such terms and provisions as the plan

administrator may determine, consistent with the Equity Incentive Plan.

A brief description of the types of awards which may be granted

under the Equity Incentive Plan is set forth below.

Stock Options .

The Equity Incentive Plan permits the granting of both options to purchase EM&T Common Stock intended to qualify as Incentive Stock

Options and options that are not intended to so qualify.

Options granted under the Equity Incentive Plan will be non-qualified options

if they fail to qualify as Incentive Stock Options or exceed the annual limit on Incentive Stock Options.

Incentive Stock Options may

only be granted to employees of EM&T and its subsidiaries.

Non-qualified options may be granted to any persons eligible to receive

awards under the Equity Incentive Plan.

Except with respect to certain awards issued in substitution for or in connection with an assumption

of stock options held by awardees of an entity engaging in a corporate acquisition or merger with EM&T or any of its subsidiaries,

Incentive Stock Options and non-qualified options must have an exercise price not less than 100% of the fair market value (as defined

in the Equity Incentive Plan) of the EM&T Common Stock on the date of grant or, in the case of an incentive stock option granted to

a holder of more than 10% of the total voting power of EM&T or one of its subsidiaries, 110% of such share’s fair market value.

The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant.

The plan administrator

will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of options,

the option exercise price must be paid in full in a form of consideration approved by the plan administrator, which may include (1) cash,

(2) check, (3) promissory note (to the extent permitted by applicable laws), (4) other shares of EM&T Common Stock (subject to certain

limitations described in the Equity Incentive Plan), (5) to the extent permitted by applicable law, consideration received by EM&T

under a broker assisted (or other) cashless exercise program implemented by EM&T, (6) net exercise, (7) such other consideration and

method of payment permitted by law, or (8) a combination of the foregoing.

Stock Appreciation

The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine.

Stock appreciation rights entitle the recipient to shares of EM&T Common Stock, or cash, equal to the value of the appreciation in

EM&T’s stock price over the exercise price.

Except with respect to certain awards issued in substitution for or in connection

with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with EM&T or any of

its subsidiaries, the exercise price of a stock appreciation right may not be less than 100% of the fair market value of EM&T Common

Stock on the date of grant.

The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years

from the date of grant.

The plan administrator will determine at what time or times each stock appreciation right may be exercised, including

the ability to accelerate the vesting of such stock appreciation rights.

Restricted Shares and

Restricted Stock Units .

Restricted stock constitutes an immediate transfer of the ownership of shares of EM&T Common Stock

to the participant, subject to restrictions prescribed with respect to the award.

During the period in which restricted stock is subject

to restrictions, the holder thereof may exercise full voting rights with respect to the restricted stock, unless the plan administrator

determines otherwise.

Restricted stock units awarded

under the Equity Incentive Plan constitute an agreement by EM&T to deliver shares of EM&T Common Stock, cash, or a combination

of the two, subject to the fulfillment of such conditions (which may include the achievement of company-wide objectives) during the restriction

period as the plan administrator may specify.

The plan administrator may

award restricted shares of EM&T Common Stock and restricted stock units to participants subject to such conditions and restrictions

as it may determine.

These conditions and restrictions may include the achievement of certain performance goals and/or continued employment

with EM&T through a specified vesting period.

During the restriction period

for a restricted stock award, the holder thereof will be entitled to receive all dividends and other distributions paid with respect to

such restricted stock, unless the plan administrator provides otherwise.

If any such dividends or distributions are paid in shares of

EM&T Common Stock, such shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted

stock with respect to which they were paid.

The plan administrator may, with respect to grants of restricted stock units, grant dividend

equivalent rights to participants that entitle the recipient to receive credits for cash dividends that would be paid if the recipient

had held a specified number of shares of EM&T Common Stock, which dividend equivalent units may be credited as either cash or additional

restricted stock units and will be subject to the same terms and conditions (and settled in the same manner) as the restricted stock units

to which they relate.

Performance Units and

Performance Shares .

The plan administrator may grant performance units and performance shares on terms and conditions as it may

determine in accordance with the Equity Incentive Plan.

A performance unit will have an initial value determined by the plan administrator

at grant, and a performance share will have an initial value equal to the fair market value of a share of EM&T Common Stock on the

date of grant.

Such awards will be subject to performance objectives or other vesting provisions determined by the plan administrator.

As further described in the Equity Incentive Plan, performance measures for Equity Incentive Plan awards may be based upon one or more

of the following, as determined by the plan administrator, or such criteria as the plan administrator may determine:

(3) expenses;

(4) operating income;

(5) gross margin;

(6) operating margin;

(7) earnings before any one or more of:

compensation expense, interest, taxes, depreciation and amortization;

(8) pre-tax profit;

(9) net operating income;

(10) net income;

economic value added;

(12) free cash flow;

(13) operating cash flow;

(14) balance of cash, cash equivalents and marketable securities;

(15) stock price;

(16) earnings per share;

(17) return on shareholder equity;

(18) return on capital;

(19) return on assets;

on investment;

(21) total shareholder return;

(22) employee satisfaction;

(23) employee retention;

(24) market share;

(25) customer satisfaction;

(26) product development;

(27) research and development expenses;

(28) completion of an identified special project;

and (29) completion

of a joint venture or other corporate transaction.

If the plan administrator determines that a change in the business, operations, corporate

structure or capital structure of EM&T, or the manner in which it conducts its business, or other events or circumstances render the

performance measures unsuitable, the plan administrator may in its discretion modify such performance measures or the goals or actual

levels of achievement regarding the performance measures, in whole or in part, as the plan administrator deems appropriate and equitable.

The plan administrator may provide that the holder of a performance share award will be entitled to dividend equivalent rights with respect

to the payment of cash dividends on EM&T Common Stock.

Such dividend equivalent rights may be credited either in cash or in the form

of additional whole performance shares and may be paid on the same basis as settlement of the related performance shares.

units will not be credited with dividend equivalent rights.

Cash-Based Awards and

Other Stock-Based Awards .

The plan administrator may grant cash-based awards under the Equity Incentive Plan to participants subject

to such terms and conditions, including the achievement of performance criteria, as the plan administrator may determine.

The plan administrator

may also grant other stock-based awards, including shares of EM&T Common Stock that are free from any restrictions under the Equity

Incentive Plan, stock-equivalent units, stock appreciation units, securities or debentures convertible into common stock or other forms

determined by the plan administrator.

Such cash-based awards and other stock-based awards may be paid in the form of cash, shares of EM&T

Common Stock or other securities or any combination thereof.

The plan administrator may provide that the holder of an other stock-based

award will be entitled to dividend equivalent rights with respect to the payment of cash dividends on EM&T Common Stock.

Such dividend

equivalent rights, if any, will be subject to the same terms and conditions (and settled in the same manner) as the awards to which they

Cash-based awards will not be credited with dividend equivalent units.

Transaction .

The Equity Incentive Plan requires the plan administrator to make appropriate adjustments, to the extent equitably

required to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Equity Incentive

Plan, to the number and class of shares of common stock that are subject to the Equity Incentive Plan or subject to awards granted thereunder,

to certain limits in the Equity Incentive Plan, and to any outstanding awards to reflect Adjustment Events.

Except as set forth in an

award agreement issued under the Equity Incentive Plan, in the event of a merger of EM&T with or into another corporation or entity

or a change in control (as defined in the Equity Incentive Plan), each outstanding stock award (vested or unvested) will be treated as

the plan administrator determines (subject to the terms of the Equity Incentive Plan), which may include (a) awards being assumed or substituted

with substantially equivalent awards by the successor company, (b) terminating awards upon or immediately prior to the consummation of

such merger or change in control, (c) vesting outstanding awards in whole or in part prior to or upon consummation of such merger or change

in control, and, to the extent the plan administrator determines, terminating such awards upon or immediately prior to the effectiveness

of such merger or change in control, (d) terminating awards in exchange for an amount of cash and/or property, if any, equal to the amount

that would have been attained upon the exercise of such awards or realization of the participant’s rights as of the date of the

occurrence of the transaction, (e) replacing awards with other rights or property selected by the plan administrator in its sole discretion,

or (f) any combination of the foregoing.

In the event of a change

in control where the successor corporation does not assume or substitute for an award (or portion thereof) with a substantially equivalent

award as described in the Equity Incentive Plan, a participant who is not a non-employee director will fully vest in his or her outstanding

awards (with performance-based awards vesting at the target level), unless specifically provided otherwise under the applicable award

agreement or other applicable agreement.

In the event of a change

in control, with respect to awards granted to a non-employee director, the non-employee director will fully vest in such awards (with

performance-based awards vesting at the target level), unless specifically provided otherwise under the applicable award agreement or

other applicable agreement.

Change in Control .

The Equity Incentive Plan includes a definition of “change in control.” In general, except as may be otherwise prescribed

by the plan administrator in an award agreement or as otherwise provided in another plan or agreement applicable to the participant, a

change in control will be deemed to have occurred if, subject to certain limitations and as further described in the Equity Incentive

one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of EM&T that, together

with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of EM&T;

who, as of the effective date of the Equity Incentive Plan, constitute the Board cease for any reason to constitute at least a majority

of the Board;

Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons)

assets from EM&T that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all

of the assets of EM&T immediately prior to such acquisition or acquisitions;

occurs a consummation of a reorganization, merger or consolidation;

occurs an approval by EM&T’s stockholders of a complete liquidation or dissolution of EM&T.

Withholding .

Participants in the Equity Incentive Plan are responsible for the payment of any federal, state or local taxes that EM&T or its subsidiaries

are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards.

Subject to applicable

laws and the terms of the Equity Incentive Plan, the plan administrator may permit a participant to satisfy tax withholding obligations

by such methods as the plan administrator determines, including (subject to limitations set forth in the Equity Incentive Plan) (1) paying

cash, (2) electing to have cash or shares withheld, (3) delivering to EM&T already-owned shares of EM&T Common Stock, or (4) selling

a sufficient number of shares otherwise deliverable to the participant through such means as the plan administrator may determine in its

sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.

Transferability of

Unless otherwise determined by the Administrator, the Equity Incentive Plan generally does not allow for the transfer

or assignment of awards, other than by will or by the laws of descent and distribution.

Amendment and Termination

of the Equity Incentive Plan .

The plan administrator may amend or discontinue the Equity Incentive Plan and the plan administrator

may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may materially

and adversely affect rights under an award without the holder’s consent, except in the case of certain equitable adjustments made

pursuant to the Equity Incentive Plan.

Certain amendments to the Equity Incentive Plan will require the approval of EM&T’s stockholders.

No awards may be granted

under the Equity Incentive Plan after the date that is ten years from the date it is adopted by the Board.

Allowances for Conversion

Awards and Assumed Plans .

EM&T Common Stock (1) subject to awards granted under the Equity Incentive Plan in substitution

for or conversion of, or in connection with an assumption of, awards held by awardees of an entity engaging in a corporate acquisition

or merger transaction with EM&T or any of its subsidiaries or (2) available for issuance under a previously-approved plan sponsored

by a company that is acquired by, or merges with, EM&T or any of its subsidiaries, and which then become available for issuance of

awards under the Equity Incentive Plan, will not count against (or be added to) the aggregate share limit or other Equity Incentive Plan

limits described above, except as otherwise provided in the Equity Incentive Plan.

Prohibition on Repricing .

Generally, except in connection with an Adjustment Event or a change in control, without stockholder approval, the terms of outstanding

awards may not be amended to reduce the exercise price of outstanding options or stock appreciation rights, or cancel outstanding “underwater”

options or stock appreciation rights (including following a participant’s voluntary surrender of “underwater” options

or stock appreciation rights) in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is

less than the exercise price of the original options or stock appreciation rights, as applicable, without approval of EM&T’s

stockholders.

The Equity Incentive Plan provides that this restriction may not be amended without approval of EM&T’s stockholders.

Detrimental Activity

and Recapture .

All stock awards granted under the Equity Incentive Plan will be subject to recoupment in accordance with any clawback

policy that EM&T is required to adopt pursuant to the listing standards of any national securities exchange or association on which

EM&T securities are listed or as is otherwise required by the U.S.

Dodd-Frank Wall Street Reform and Consumer Protection Act or other

applicable law (to the extent such policy is applicable thereto).

In addition, the EM&T board may impose such other clawback, recovery

or recoupment provisions in a stock award agreement as the EM&T board determines necessary or appropriate.

No recovery of compensation

under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination”

(or similar term) under any agreement with EM&T.

Certain United States

Federal Income Tax Aspects

The following is a summary

of the principal U.S.

federal income tax consequences of certain transactions under the Equity Incentive Plan.

This summary is not intended

to be complete and it does not describe all federal tax consequences under the Equity Incentive Plan, nor does it describe foreign, state

or local tax consequences.

This summary is general in nature and does not discuss all of the various rules and regulations that may apply

to each award and EM&T is not in a position to guarantee any particular tax result.

Incentive Stock Options .

No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option.

If shares of EM&T

Common Stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from

the date of grant and after one year from the date of exercise, then generally upon sale of such shares, any amount realized in excess

of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss

sustained will be a long-term capital loss;

provided that such incentive stock option otherwise meets all of the technical requirements

of an incentive stock option.

The exercise of an incentive stock option will give rise to an item of tax preference that may result in

alternative minimum tax liability for the optionee.

If shares of EM&T Common

Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding

periods described above (a “disqualifying disposition”), generally the optionee will realize ordinary income in the year of

disposition in an amount equal to the excess (if any) of the fair market value of the shares of EM&T Common Stock at exercise (or,

if less, the amount realized on a sale of such shares of EM&T Common Stock) over the option price thereof.

Special rules will apply

where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of EM&T Common Stock.

If an incentive stock option

is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option.

Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months

following termination of employment (or one year in the case of termination of employment by reason of disability).

In the case of termination

of employment by reason of death, the three-month rule does not apply.

Non-qualified Stock Options .

No income is generally realized by the optionee at the time a non-qualified option is granted.

Generally (i) at exercise, ordinary income

is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares

of EM&T Common Stock on the date of exercise, and (ii) at disposition, appreciation or depreciation after the date of exercise is

treated as either short-term or long-term capital gain or loss depending on how long the shares of EM&T Common Stock have been held.

Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of EM&T

Common Stock.

Restricted Stock .

The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted

stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the shares of restricted stock are no longer

subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (the “Restrictions”).

recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary

income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to

the Restrictions) over the purchase price, if any, of such restricted stock.

If a Section 83(b) election has not been made, any dividends

received with respect to restricted stock that are subject to the Restrictions generally will be treated as compensation that is taxable

as ordinary income to the recipient.

Stock Appreciation Rights .

No income will be recognized by a participant in connection with the grant of a stock appreciation right.

When the stock appreciation

right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount

equal to the amount of cash received and the fair market value of any unrestricted shares of EM&T Common Stock received on the exercise.

Restricted Stock Units .

No income generally will be recognized upon the award of restricted stock units.

The recipient of a restricted stock unit award generally

will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of EM&T Common Stock on the date that

such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock

units), and the capital gains/loss holding period for such shares will also commence on such date.

Performance Units and

Performance Shares;

Cash-Based Awards .

No income generally will be recognized upon the grant of performance units/shares or cash-based

Upon payment in respect of performance units/shares or cash-based awards, the recipient generally will be required to include

as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted

shares of EM&T Common Stock received.

Tax Consequences to

the Company or its Subsidiaries .

Either EM&T or its subsidiaries, generally, will be entitled to a tax deduction in connection

with awards under the Equity Incentive Plan in an amount equal to the ordinary income realized by the participant at the time the participant

recognizes such income, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business

expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the

$1 million limitation on certain executive compensation under Section 162(m) of the Code.

Section 280G .

The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause

all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined

Any such parachute payments may be non-deductible to either EM&T or its subsidiaries, in whole or in part, and may subject

the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Outstanding Equity Awards at 2025 Fiscal Year End

Director Compensation

In connection with the consummation

of the Business Combination, we approved an initial compensation program for our non-employee directors that consists of annual cash retainer

fees which are described below.

Cash Compensation:

Committee Chair Retainer:

o Audit Committee:

o Nominating and Corporate Governance Committee:

o Compensation Committee:

Committee Member (Non-Chair) Retainer:

o Audit Committee:

o Nominating and Corporate Governance Committee:

o Compensation Committee:

Equity Grant:

Non-employee directors of EM&T are eligible

to receive annual equity-based compensation for their service on the Board of Directors.

Under the Company’s director compensation

program, each non-employee director is entitled to receive an annual equity grant with a target value of $150,000, awarded in the form

of restricted stock units (“RSUs”).

The RSUs are granted following the completion of

each twelve-month period of service, subject to approval by the Board of Directors or the Compensation Committee, as applicable.

of RSUs granted to each non-employee director is determined based on the fair market value of the Company’s common stock on the

grant date, such that the aggregate grant date value equals $150,000.

Each RSU award vests in full on the 24-month anniversary

of the applicable grant date, subject to the director’s continued service on the Board through the vesting date, and in accordance

with the terms and conditions set forth in the applicable equity award agreement and the Company’s equity incentive plan.

Security Ownership of Certain Beneficial

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The following table sets

forth information regarding the beneficial ownership of our common stock as of March 25, 2025 based on information obtained from the persons

named below, with respect to the beneficial ownership of common stock, by:

● each person known by us to

be the beneficial owner of more than 5% of our outstanding common stock;

● each of our executive officers

and directors that beneficially owns our common stock;

● all our executive officers

and directors as a group.

forth information regarding the beneficial ownership of our common stock as of February 20, 2026 based on information obtained

from the persons named below, with respect to the beneficial ownership of common stock, by:

person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

of our executive officers and directors that beneficially owns our common stock;

our executive officers and directors as a group.

In the table below, percentage

ownership is based on 3,366,765 shares of our common stock, issued and outstanding as of March 25, 2025.

ownership is based on 593,349,852 shares of our common stock, issued and outstanding as of February 20, 2026.

Beneficial ownership is determined

according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses

sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable

within 60 days.

Unless otherwise noted in

the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have

sole voting and investment power with respect to their beneficially owned Common Stock.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The following table does not reflect record or beneficial ownership of the rights as these rights are not exercisable within

60 days of the date of this Report.

Name and Address of Beneficial Owner (1)

Beneficially Owned

of Outstanding

Daniel Mamadou (2)(5)

the address of each beneficial owner listed on the table below is c/o Evolution Metals & Technologies Corp., 4040 NE 2nd Ave, Ste

348, Miami, Florida 33137.

Name of Beneficial Owner

David Wilcox (1)

The Zeus Trust, UA dated April 15, 2025 (1)

The NYX 2025 Irrevocable Trust, dated April 8, 2025 (2)

Good Earth 1000, LLC (3)

Directors and Executive Officers

David Wilcox (1)

Christopher Clower (4)

John Stanfield

Dominik Oggenfuss

Matthew Rockett

Justin Werner

All officers and directors as a group (6 individuals)

Other 5% Stockholders

Welsbach Acquisition Holdings LLC (our sponsor) (2)

RiverNorth Capital Management, LLC (3)

Polar Asset Management Partners Inc.

* less than 1%

Unless otherwise noted, the business address of each of the directors and executive officers of WTMA, and of the Sponsor is c/o Welsbach Technology Metals Acquisition Corp., 4422 N.

Ravenswood Ave.

#1025, Lombard, IL 60148.

(2) Welsbach Acquisition Holdings

LLC is the record holder of the shares reported herein.

Daniel Mamadou and Christopher Clower are the managing members of Welsbach Acquisition

Holdings LLC.

Mamadou and Mr.

Clower has voting and investment discretion with respect to the common stock held of record

by Welsbach Acquisition Holdings LLC.

Mamadou and Mr.

Clower disclaim any beneficial ownership of the shares held by Welsbach Acquisition

Holdings LLC, except to the extent of their pecuniary interest therein.

solely upon a Schedule 13G filed with the SEC on February 14, 2024 by RiverNorth Capital Management, LLC, a company incorporated under

the laws of Delaware.

According to the Schedule 13G/A, the business address of the reporting person is 360 S.

Rosemary Avenue, Ste.

West Palm Beach, Florida 33401.

(4) Based solely upon a Schedule

13G/A filed with the SEC on November 14, 2024 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario,

Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”),

with respect to the shares of WTMA Common Stock directly held by PMSMF.

According to the Schedule 13G/A, the business address of the

reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(5) Represents 1,931,922 Founder

Shares initially held by the Sponsor, minus the transfer of an aggregate of 91,764 Founder Shares to certain of our officers, directors,

and advisors, plus 352,054 shares underlying private units purchased by the Sponsor.

The Founder Shares are identical to the public stock

in all respects, except that the Founder Shares do not have Redemption Rights.

John Arrastia

Christopher Miller

Thomas Stoddard (5)

All directors and executive officers as a group (9 individuals)

* Represents beneficial ownership of less than 1%.

(1) David Wilcox may be deemed to beneficially own the shares of

Common Stock held by The Zeus Trust, UA dated April 15, 2025, William D.

Wilcox, Jr., Settlor and trustee, which is a revocable

trust organized under the laws of Florida.

The trustee of the trust is David Wilcox, who has sole voting and dispositive power over the

The business address of the trust is 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.

(2) Andrew F.

may be deemed to beneficially own

the shares of Common Stock held by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025, Andrew F.

Knaggs, individual trustee,

which is an irrevocable trust organized under the laws of Delaware.

The individual trustee/investment adviser of the trust is Andrew

Knaggs, who has sole voting and dispositive power over the shares.

Knaggs disclaims beneficial ownership of such

shares of Common Stock.

The business address of the trust is 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.

(3) The business address of Good Earth 1000, LLC is at 10785 West

Twain Avenue, Suite 250, Las Vegas, Nevada 89135.

Nicole Garcia, the Manager of Good Earth 1000, LLC, has the voting and dispositive

power with respect to the securities held by Good Earth 1000, LLC.

(4) Welsbach Acquisition Holdings LLC, the Sponsor is the record

holder of the shares reported herein.

Christopher Clower is the managing member of the Sponsor.

Clower hold voting and investment

discretion with respect to the common stock held of record by the Sponsor.

Clower disclaim any beneficial ownership of the shares

held by the Sponsor, except to the extent of their pecuniary interest therein.

(5) CKLM, LLC is the record holder of the 1,700,000 shares of common

stock reported herein.

Thomas Stoddard is the manager of CKLM, LLC.

Stoddard may be deemed to have beneficial ownership

of the shares held by CKLM, LLC by virtue of his control over CKLM, LLC, as manager of CKLM, LLC.

The manager of CKLM, LLC is Thomas

Stoddard, who has the sole voting and dispositive power over the shares.

CKL Realty, Inc.

is the record holder of the 3,917 shares of

common stock reported herein.

Thomas Stoddard is a Director and President of CKL Realty, Inc.

Stoddard may be deemed to have beneficial

ownership of the shares held by CKL Realty, Inc.by virtue of his control over CKL Realty, Inc., as a Director and President of CKL Realty,

Thomas Stoddard has the sole voting and dispositive power over the shares held by CKL Realty, Inc.

Securities Authorized for Issuance under Equity

Compensation Plans

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 will allow 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 will be 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

Changes in Control

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Transactions, and Director Independence.

Welsbach Technology Metals Acquisition Corp.

Founder Shares

On June 25, 2021, the

Sponsor purchased 1,437,500 Founder Shares of the Company’s Class B common stock, par value $0.0001 for an aggregate

price of $25,000.

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

of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

no longer has Class B common stock authorized.

The initial stockholders have agreed to forfeit up to 281,250 Founder Shares

to the extent that the over-allotment option is not exercised in full by the underwriters.

On January 14, 2022, the Sponsor

forfeited 224,328 Founder Shares for no consideration, due to the underwriters exercise of the over-allotment option in

The Founder Shares were placed

into an escrow account maintained in New York, New York by Continental, acting as escrow agent.

Subject to certain limited exceptions,

50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date

of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50

per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day

period commencing after our Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or

released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent

to a Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction, which results in all of our

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

On June 25, 2021, the Sponsor purchased 1,437,500 Founder

Shares of the Company’s Class B common stock, par value $0.0001 for an aggregate price of $25,000.

On October 13,

2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s common stock,

resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

The Company no longer has Class B common stock

The initial stockholders have agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment

option is not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares

for no consideration, due to the underwriters exercise of the over-allotment option in part.

The Founder Shares were placed into an escrow account

maintained in New York, New York by Continental, acting as escrow agent.

Subject to certain limited exceptions, 50% of these

shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of

the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50

per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any

30-trading day period commencing after our Business Combination and the remaining 50% of the Founder Shares will not be transferred,

assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier,

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

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

Due to Affiliates

On December 31, 2021,

the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units.

On January 14, 2022,

the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction

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

the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the private units.

On January 14, 2022, the Sponsor

funded $179,463 in excess of the $45,540 aggregate purchase price of the private units sold in conjunction with the exercise

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

On January 26, 2022, the Company paid the Sponsor

amounting to $79,573.

On July 1, 2022, the Sponsor funded the Company by $100.

As of December 31, 2025, the outstanding amount was

$179,663 in connection with this excess funding from Sponsor.

Commencing on December 27,

2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support

For the year ended December 31, 2022, the Company expensed and paid a total of $50,000 for support services from the Sponsor,

which amount was reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $120,000 and

paid $6,000 for support services from the Sponsor, which amount was reported as due to affiliates

For the period ended December

31, 2024, the Company expensed a total of $120,000 for support services from the Sponsor of which amount was reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services from the Sponsor of which $88,000

was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously accrued support services with

Chief Financial Officer.

For the year ended December 31, 2022 the Company expensed $120,000 for support services from the Sponsor, which amount

was reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services

from the Sponsor of which $88,000 was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously

accrued support services.

On December 31, 2022, the Company expensed a total of $120,000 for support services from the Sponsor and

$26,000 for CFO support services of which $26,000 was reported as due to affiliates, net of $120,000 payments to the Sponsor.

period ended December 31, 2024, the Company expensed a total of $120,000 for support services from the Sponsor of which amount was

reported as due to affiliates.

For the period ended December 31, 2025, the Company expensed a total of $120,000 for support services from

the Sponsor of which amount was reported as due to affiliates.

As of December 31, 2025 and

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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 Working Capital Loans.

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.

In addition, in order to

finance transaction costs in connection with the Business Combination, certain of the Company’s officers and directors loaned

the Company funds (“Working Capital Loans”).

If the Company completed 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 did not close, the Company would

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.

The Working Capital Loans would either be repaid upon consummation of a business combination,

2 unchanged sentences

These units would be identical to the private units.

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

On July 30, 2023, the

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

On August 30, 2023, the

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

On December 30, 2024,

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

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 $2.5 million.

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.

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 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 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 Working

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

On December 30, 2024, the Company issued Working

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

On March 31, 2025, the Company issued Working

Capital Note 10 in the principal amount of $474,490 to the Sponsor in exchange for cash.

On June 30, 2025, the Company issued Working

Capital Note 11 in the principal amount of $286,259 to the Sponsor in exchange for cash.

On September 30, 2025, the Company issued Working

Capital Note 12 in the principal amount of $106,716 to the Sponsor in exchange for cash.

On December 31, 2025, the

Company issued Working Capital Note 13 in the principal amount of $259,798 to the Sponsor in exchange for cash.

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

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 conversion feature was

analyzed under ASC 470-20, the Promissory Notes did not include any premium or discounts.

The conversion option did not include elements

that would require bifurcation under ASC 815-40.

The convertible note payable and conversion feature does not meet the requirements

for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480.

In this case,

the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within

the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails

the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency

is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15,

meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition

of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded

conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

The conversion option did not include

elements that would require bifurcation under ASC 815-40.

The convertible note payable and conversion feature does not meet the

requirements for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains

embedded within the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative

as it fails the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise

contingency is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria

under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not

meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply,

and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

As of December 31, 2025 and

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

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

loans – related party in the accompanying consolidated balance sheets.

The Company did not repay any aggregate principal amount

of the Working Capital Notes during the fiscal year ended December 30, 2024 or the fiscal year ended December 31, 2023.

Convertible Promissory Notes — Related

On September 30, 2022,

the Company issued the First Extension Note in the principal amount of $772,769 to the Sponsor in connection with the extension of

the period in which WTMA had to complete an initial business combination under the Existing Charter.

The First Extension Note bears no

interest and shall be payable upon the earlier to occur of (i) the 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, the Conversion.

On December 30, 2022,

the Company issued the Second Extension Note in the principal amount of $772,769 to the Sponsor in connection with the extension

of the period in which WTMA has to complete an initial business combination under the Existing Charter.

The Second Extension Note bears

no interest and shall be payable upon the earlier to occur of (i) the 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, the Conversion.

On each of March 30, 2023,

April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory

notes to the Sponsor in connection with the extension of the period in which WTMA has to complete an initial business combination under

the Existing Charter in the principal amount of $125,000 for each note.

The Convertible Extension Notes bear no interest and shall

of the Working Capital Notes during the fiscal year ended December 31, 2025, the fiscal year ended December 30, 2024

or the fiscal year ended December 31, 2023.

Convertible Extension Notes — Related Party

On September 30, 2022, the Company issued the

First Extension Note in the principal amount of $772,769 to the Sponsor in connection with the extension of the period in which WTMA

had to complete an initial business combination under the Existing Charter.

The First Extension Note bears no interest and shall be payable

upon the earlier to occur of (i) the 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, the Conversion.

On December 30, 2022, the Company issued the

Second Extension Note in the principal amount of $772,769 to the Sponsor in connection with the extension of the period in which

WTMA has to complete an initial business combination under the Existing Charter.

The Second Extension Note bears no interest and shall

be payable upon the earlier to occur of (i) the 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, the Conversion.

The Convertible Extension Notes

would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, convertible

into private units of the post-business combination entity at a price of $10.00 per unit.

The conversion feature was analyzed

under ASC 470-20, and the Promissory Notes did not include any premium or discounts.

The conversion option did not include elements

that would require bifurcation under ASC 815-40.

The convertible note payable and conversion feature does not meet the requirements

for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480.

In this case,

the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within

the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails

the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency

is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15,

meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition

of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded

conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

both December 31, 2024 and 2023, 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.

The Company did not repay any aggregate

principal amount of the Convertible Extension Notes during the fiscal year end December 31, 2024 or the fiscal year ended December 31,

2023, respectively.

on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative

On each of March 30, 2023, April 30, 2023,

May 25, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor

in connection with the extension of the period in which WTMA has to complete an initial business combination under the Existing Charter

in the principal amount of $125,000 for each note.

The Convertible Extension Notes bear no interest and shall be payable upon the

earlier to occur of (i) the 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, the Conversion.

The Convertible Extension Notes would either be

repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, convertible into private units

of the post-business combination entity at a price of $10.00 per unit.

The conversion feature was analyzed under ASC 470-20,

and the Promissory Notes did not include any premium or discounts.

The conversion option did not include elements that would require bifurcation

under ASC 815-40.

The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480

and as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within

the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible

promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index

unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity

classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement

Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third

bifurcation condition within ASC 815-15-25-1.

At 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.

The Company did not repay any aggregate principal amount

of the Convertible Extension Notes during the fiscal year ended December 31, 2025, the fiscal year end December 31, 2024 or the fiscal

year ended December 31, 2023, respectively.

Support Services

the year ended December 31, 2024, $120,000, has been expensed related to the agreement and are included in general and administrative

expenses in the accompanying consolidated statements of operations.

For the year ended December 31, 2023, $120,000, has been expensed

related to the agreement and are included in general and administrative expenses in the accompanying consolidated statements of operations,

of $6,000 paid during the year.

As of December 31, 2024 and 2023, respectively, $120,000 and $114,000 is included in due to affiliates

in the accompanying consolidated balance sheets.

Relationships

any of WTMA’s officers or directors become aware of a business combination opportunity which is suitable for an entity to which

he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity, subject to their fiduciary duties under Delaware law.

WTMA may, at its option, pursue an

affiliated joint acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

the closing of the Business Combination, members of WTMA’s management team who remain with New EM may be paid consulting, management

or other fees from New EM with any and all amounts being fully disclosed to its stockholders, to the extent then known, in the proxy

solicitation or tender of materials, as applicable, furnished to its stockholders.

Material Interests Relating to the Business Combination

compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors, or their

respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on WTMA’s behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

WTMA’s audit committee

will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine

which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on WTMA’s behalf.

Policies and Procedures for Related Party Transactions

code of ethics requires it to avoid, whenever possible, all related party transactions that could result in actual or potential conflicts

of interests, except under guidelines approved by the WTMA Board (or the audit committee).

Related-party transactions are defined

as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) WTMA

or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director,

(b) greater than 5% beneficial owner of WTMA Common Stock, or (c) immediate family member, of the persons referred to in clauses

(a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less

than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests

that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person,

or a member of his or her family, receives improper personal benefits as a result of his or her position.

WTMA also requires each of

its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about

related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence

of a director or presents a conflict of interest on the part of a director, employee or officer.

listing rules require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent

directors and that a majority of our board of directors be independent.

An “independent director” is defined generally as

a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in

the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in

carrying out the responsibilities of a director.

The WTMA Board has determined that Mr.

Oggenfuss and Mr.

Rockett are each

an “independent director” as defined in the Nasdaq listing rules and applicable SEC rules.

Our independent directors will

have regularly scheduled meetings at which only independent directors are present.

Company will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable

to us than could be obtained from independent parties.

Any related-party transactions must be approved by our audit committee and a majority

of disinterested directors.

Principal Accountant Fees and Services.

following is a summary of fees paid or to be paid to UHY LLP, for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services

that are normally provided by UHY in connection with regulatory filings.

The aggregate fees of UHY for professional services rendered

for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods

and other required filings with the SEC for the year ended December 31, 2024 and 2023 totaled approximately $111,588 and $77,027, respectively.

The aggregate fees of UHY related to audit services in connection with our initial public offering for December 31, 2024 and 2023 totaled

approximately $0 and $0, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee

Audit-Related

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of

the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

year ended December 31, 2024 and 2023 we did not pay UHY any audit-related fees.

We did not pay UHY for tax services, planning or advice for the year ended December 31, 2024 and 2023.

We paid UHY $0 and $28,188 for any other services for the year ended December 31, 2024 and 2023, respectively.

audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering.

the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit

committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit

committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are

approved by the audit committee prior to the completion of the audit).

Commencing on December 27,

2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support

For the year ended December 31, 2025, $120,000 has been expensed related to the agreement.

For the year ended December 31, 2024,

$120,000 has been expensed related to the agreement.

As of December 31, 2025 and 2024, $120,000 and $120,000 are included in due to affiliates

in the audited consolidated balance sheets.

Other Relationships

Following the completion of the Business Combination,

Evolution Metals & Technologies Corp.

(“EM&T”) is the surviving public company, and WTMA no longer pursues business

combination transactions.

Accordingly, the conflicts-of-interest framework applicable to WTMA as a special purpose acquisition company

no longer applies.

Directors and executive officers of EM&T may

serve as officers, directors, or consultants of other entities and may have fiduciary or contractual obligations to those entities.

the event that a director or executive officer of EM&T becomes aware of a business opportunity that is suitable for an entity to which

such individual has an existing fiduciary or contractual obligation, such individual will honor those obligations in accordance with applicable

EM&T is not obligated to pursue any particular business opportunity and may pursue transactions independently of any entity with

which its directors or executive officers are affiliated, subject to applicable fiduciary duties under Delaware law.

Following the closing of the Business Combination,

certain members of the former WTMA management team who continued in roles with EM&T may receive compensation from EM&T, including

consulting, management, or other fees, in connection with their ongoing services to the Company.

Any such compensation arrangements are

approved by the Board of Directors or an applicable committee thereof and are disclosed in this Report or otherwise disclosed

in accordance with applicable SEC rules.

Other Material Interests Relating to the Business Combination

No compensation of any kind, including finder’s

or consulting fees, was paid to the sponsor of WTMA (the “Sponsor”), or to WTMA’s former officers or directors, or their

respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination.

Certain out-of-pocket

expenses incurred by the Sponsor, officers, directors, or their affiliates in connection with activities undertaken on WTMA’s behalf

prior to the closing of the Business Combination, such as identifying potential target businesses and conducting due diligence, were eligible

for reimbursement.

All such reimbursements related solely to the pre-closing

activities of WTMA and were reviewed and approved in accordance with WTMA’s policies and procedures in effect prior to the closing

of the Business Combination, including review by WTMA’s audit committee.

There was no contractual cap on the reimbursement of such

out-of-pocket expenses.

Following the completion of the Business Combination, WTMA ceased operations as a special purpose acquisition

company, and no further reimbursements of this nature are expected.

WTMA Policies and Procedures for Related Party Transactions

WTMA’s code of ethics requires it to avoid,

whenever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines

approved by the WTMA Board (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate

amount involved will or may be expected to exceed $120,000 in any calendar year, (2) WTMA or any of its subsidiaries is a participant,

and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner

of WTMA Common Stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a

direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform

his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives

improper personal benefits as a result of his or her position.

WTMA also requires each of its directors and executive officers to complete

a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

A “related party transaction” is any

actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including

those involving indebtedness not in the ordinary course of business, to which EM or its subsidiaries were or are a party, or in which

EM or its subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of (i) $120,000 or

(ii) one percent of the average of EM’s total assets at year-end for the last two completed fiscal years and in which

any related party had or will have a direct or indirect material interest.

A “related party” includes:

● any person who is, or at any time during the applicable period

was, EM’s manager or one of its directors;

● any person who beneficially owns more than 5% of the shares

of EM’s capital stock;

● any immediate family member of any of the foregoing;

● any entity in which any of the foregoing is a partner or principal

or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

EM does not have a formal written policy for the

review and approval of transactions with related parties.

Its unwritten policy with regard to transactions with related persons is that

all material transactions are to be reviewed by the entire board of directors of EM for any possible conflicts of interest.

of directors of EM is responsible for review, approval, or ratification of “related-person transactions” involving EM and

related persons.

With the exception of the transactions set forth

below, EM was not a party to any related party transactions and there are not currently proposed related-party transactions that are under

consideration by EM.

● On March 15, 2024, EM made a consulting fee payment to

EMC, a company majority-owned by David Wilcox, who is also the manager and beneficial owner of the voting EM Member Units, amounting

to $25,000 in connection with advisory services provided by EMC in negotiating the deal to acquire to-be-acquired subsidiaries.

● On March 27, 2024, EM made an expense reimbursement payment

to EMC, a company majority-owned by David Wilcox, who is also the manager and beneficial owner of the voting EM Member Units, amounting

to $12,848 in connection with out-of-pocket expenses incurred by EMC in connection with its advisory services for EM.

● On April 15, 2024, EM made a consulting fee payment to

EMC, a company wholly-owned by David Wilcox, who is also the manager and beneficial owner of the voting EM Member Units, amounting to

$25,000 in connection with advisory services provided by EMC in negotiating the deal to acquire to-be-acquired subsidiaries.

● On April 16, 2024, EM made a non-interest bearing promissory

note to David Wilcox, the manager and beneficial owner of the voting EM Member Units, amounting to $1,000,000 so that David Wilcox, in

his individual capacity, could make a foreign direct investment for the benefit of EM.

● On September 3, 2024, EM made a non-interest bearing promissory

note to David Wilcox, the manager and beneficial owner of the voting EM Member Units, amounting to $1,500,000 so that David Wilcox in

his individual capacity could make a foreign direct investment for the benefit of EM.

● On November 7, 2024, EM made a non-interest bearing promissory

note to David Wilcox, the manager and beneficial owner of the voting EM Member Units, amounting to $100,000 so that David Wilcox in his

individual capacity could make a foreign direct investment for the benefit of EM.

● On December 18, 2024, EM made a non-interest bearing promissory

note to David Wilcox, the manager and beneficial owner of the voting EM Member Units, amounting to $299,700 so that David Wilcox in his

individual capacity could make a foreign direct investment for the benefit of EM.

● On January 24, 2025, EM made a non-interest bearing promissory

note to David Wilcox, the manager and beneficial owner of the voting EM Member Units, amounting to $502,000 so that David Wilcox in his

individual capacity could make a foreign direct investment for the benefit of EM.

January 30, 2025, EM made a non-interest bearing promissory note to David Wilcox, the sole manager and beneficial owner of the voting

EM Member Units, amounting to $250,000 so that David Wilcox in his individual capacity could make a foreign direct investment for the

benefit of EM.

● On February 20, 2025, EM made a non-interest bearing promissory

note to David Wilcox, the sole manager and beneficial owner of the voting EM Member Units, amounting to $620,000 so that David Wilcox

in his individual capacity could make a foreign direct investment for the benefit of EM.

● On March 12, 2025, EM made a non-interest bearing promissory

note to David Wilcox, the sole manager and beneficial owner of the voting EM Member Units, amounting to $308,000 so that David Wilcox

in his individual capacity could make a foreign direct investment for the benefit of EM.

● On April 10, 2025, EM made a non-interest bearing promissory

note to David Wilcox, the sole manager and beneficial owner of the voting EM Member Units, amounting to $565,201 so that David Wilcox

in his individual capacity could make a foreign direct investment for the benefit of EM.

● On May 29, 2025, EM made a non-interest bearing promissory

note to David Wilcox, the sole manager and beneficial owner of the voting EM Member Units, amounting to $250,000 so that David Wilcox

in his individual capacity could make a foreign direct investment for the benefit of EM.

● On May 29, 2025, EM made a non-interest bearing promissory note

to David Wilcox, the sole manager and beneficial owner of the voting EM Member Units, amounting to $250,000 so that David Wilcox in his

individual capacity could make a foreign direct investment for the benefit of EM.

● On July 18, 2025, EM made a non-interest bearing promissory

note to David Wilcox, the sole manager and beneficial owner of the voting EM Member Units, amounting to $200,000 so that David Wilcox

in his individual capacity could make a foreign direct investment for the benefit of EM.

● From March 2024 until September 2025, EM has funded $2,059,331

of loans to the Sponsor, which the Sponsor used to lend to WTMA for WTMA’s working capital.

The funds of these loans were sourced

from holders of EM Convertible Preferred Units.

Policies and Procedures

for Related Party Transactions

Under Item 404 of SEC Regulation

S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions,

arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries

were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the

lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our

directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant

shareholder”), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material

We recognize that transactions

between us and any of our directors or executives or with a third party in which one of our officers, directors or significant shareholders

has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations

other than the best interests of our Company and stockholders.

The Audit Committee of the

Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any

related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions,

as reported or disclosed to the Audit Committee, and to determine whether the terms of the transaction are not less favorable to us than

could be obtained from an unaffiliated party.

Director Independence

EM&T’s Common Stock

is listed on Nasdaq, and the company complies with the applicable rules of that exchange in determining whether a director is independent.

The Board has undertaken a review of the independence of the directors and determined that each of Mr.

Miller, Ambassador

Bernstein, and Mr.

Stoddard qualifies as “independent” as defined under the applicable Nasdaq rules.

Principal Accountant Fees and

The following is a summary

of fees paid or to be paid to UHY LLP, for services rendered.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by UHY in connection with regulatory filings.

The aggregate fees of UHY for professional services rendered for the audit of our

annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required

filings with the SEC for the year ended December 31, 2025 and 2024 totaled approximately $129,505 and $111,588, respectively.

The aggregate

fees of UHY related to audit services in connection with our initial public offering for December 31, 2025 and 2024 totaled approximately

$0 and $0, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or

review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the year ended

December 31, 2025 and 2024 we did not pay UHY any audit-related fees.

pay UHY for tax services, planning or advice for the year ended December 31, 2025 and 2024.

All Other Fees .

did not pay UHY for any other services for the year ended December 31, 2025 and 2024, respectively.

Pre-Approval Policy

Our audit committee was formed

in connection with the effectiveness of our registration statement for our initial public offering.

As a result, the audit committee did

not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved

by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof

(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee

prior to the completion of the audit).

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Report:

Consolidated Financial Statements

TECHNOLOGY METALS ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

(a) The following documents

are filed as part of this Report:

(1) Consolidated Financial

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL

Report of Independent Registered Public Accounting Firm (PCAOB Number 1195 ) F-2

Consolidated Financial Statements:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024 F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6

Notes to Consolidated Financial Statements F-7 to F-33

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Technology Metals Acquisition Corp.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Welsbach Technology Metals Acquisition Corp.

(the “Company”)

as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and

cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated

financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years

in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has no revenue, its business plan is dependent on future financing and

the completion of the initial business combination, and the Company’s cash and working capital as of December 31, 2024 are not

sufficient to complete its planned activities for the upcoming year.

These conditions raise substantial doubt about the Company’s

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of

Evolution Metals & Technologies Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Welsbach Technology Metals Acquisition Corp.

(the “Company”) as of December 31, 2025 and 2024, and the related

consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period

ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity

with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

Management’s evaluation of the events, conditions and plans regarding these matters are

also described in Note 1 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty, and our opinion is not modified with respect to that matter.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company consummated its business combination subsequent to December 31, 2025.

However, the Company’s business plan is dependent

on future financing, and the Company’s working capital is not sufficient to complete its planned activities for the upcoming year.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s evaluation

of the events, conditions and plans regarding these matters are also described in Note 1 to the consolidated financial statements.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, and our opinion

is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

York, New York

TECHNOLOGY METALS ACQUISITION CORP.

BALANCE SHEETS

Current assets

expenses and other assets

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

We have served as the Company’s auditor

New York, New York

February 20, 2026

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

Current assets

Restricted cash

and investment held in Trust Account

LIABILITIES, REDEEMABLE

COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

Prepaid taxes

Total current assets

Restricted cash held in trust account

LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable

and accrued expenses

Accounts payable and accrued expenses

Due to affiliates

Franchise tax payable

Income taxes payable

Excise tax payable

and interest and penalties

Convertible promissory

notes – related party

capital loans – related party

current liabilities

underwriting fee payable

COMMITMENTS AND CONTINGENCIES

Excise tax payable and interest and penalties

Convertible promissory notes – related party

Working capital loans – related party

Total current liabilities

Deferred underwriting fee payable

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (NOTE 6)

REDEEMABLE COMMON STOCK

Common Stock subject to possible redemption, $ 0.0001 par value, 1,082,789 shares at redemption value of $ 11.22 per share at December 31, 2024 and 2,172,851 shares at redemption value of $ 10.98 at December 31, 2023, respectively

Common Stock subject to possible redemption, $ 0.0001 par value, 564,337 shares at redemption value of $ 11.34 per share at December 31, 2025 and 1,082,789 shares at redemption value of $ 11.22 per share at December 31, 2024, respectively

STOCKHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding at December 31, 2024 and 2023

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

Common stock;

1 unchanged sentence

100,000,000 shares authorized;

2,283,976 shares issued and outstanding at December 31, 2024 and 2023, respectively (excluding 1,082,789 shares at December 31, 2024 and 2,172,851 shares at December 31, 2023 subject to redemption)

Additional Paid in

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

Additional paid-in capital

Accumulated deficit

( 12,009,098 )

( 10,802,493 )

STOCKHOLDERS’ DEFICIT

TOTAL STOCKHOLDERS’ DEFICIT

( 12,008,870 )

( 10,802,265 )

LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the Year Ended

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part

of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended

Operating expenses

5 unchanged sentences

Other income:

Interest income from investments held in Trust Account

Interest income from restricted cash held in trust account

Reversal of prior year interest and penalties on excise tax liability

Loss before provision for income taxes

( 1,750,756 )

Provision for income taxes

$ ( 1,789,441 )

$ ( 899,927 )

Weighted average shares outstanding of common stock - redemption feature

2 unchanged sentences

Basic and diluted net loss per share of common stock - no redemption feature

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2024 AND 2023

The accompanying notes are an integral part

of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

stockholders’

December 31, 2022

Balance, January 1, 2024

$ ( 9,266,105 )

$ ( 9,265,877 )

for redeemable common stock to redemption value

Accretion for redeemable common stock to redemption value

Excise tax on redemption of Class A common stock

Balance, December 31, 2024

( 10,802,493 )

( 10,802,265 )

tax on redemption of Class A common stock

December 31, 2023

Accretion of redeemable common stock to redemption value

Excise tax on redemption of Class A common stock

Reversal of excise tax payable attributable to redemption of common stock

( 1,789,441 )

for redeemable common stock to redemption value

tax on redemption of Class A common stock

December 31, 2024

Balance, December 31, 2025

$ ( 12,009,098 )

$ ( 12,008,870 )

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

the Year Ended

CASH FLOWS FROM OPERATING

The accompanying notes are an integral part

of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 1,789,441 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Income on investments

held in Trust Account

$ ( 899,927 )

Interest and penalties

on excise tax payable

Changes in operating

assets and liabilities:

Prepaid expenses and

Adjustments to reconcile net loss to net cash used in operating activities:

Interest income on restricted cash held in trust account

Interest and penalties on excise tax payable

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid taxes

Due to affiliates

Accounts payable and

accrued expenses

Accounts payable and accrued expenses

Franchise tax payable

taxes payable

CASH USED IN OPERATING ACTIVITIES

Income taxes payable

NET CASH USED IN OPERATING ACTIVITIES

( 1,328,287 )

( 1,459,263 )

CASH FLOWS FROM INVESTING

Cash deposited to

Trust Account

Notes receivable -

related party

Repayment of notes

receivable - related party

Cash withdrawn from

Trust Account in connection with redemption

Cash withdrawn from

Trust Account to pay franchise and income taxes

NET CASH PROVIDED

BY INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES

Proceeds from convertible

promissory note - related party

Redemption of common

stock - due to shareholders

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay franchise and income taxes

NET CASH PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Redemption of common stock - due to stockholders

( 5,865,713 )

( 12,219,791 )

Proceeds from working

capital loans - related party

NET CASH USED IN

FINANCING ACTIVITIES

Proceeds from working capital loans - related party

NET CASH USED IN FINANCING ACTIVITIES

( 4,738,451 )

( 11,027,925 )

NET CHANGE IN CASH AND RESTRICTED

AND RESTRICTED CASH, BEGINNING OF PERIOD

AND RESTRICTED CASH, END OF PERIOD

CASH AND RESTRICTED CASH,

END OF PERIOD

NET CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

Restricted cash

CASH AND RESTRICTED

CASH, END OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

Supplemental Cash Flow Information:

Cash paid during the

Supplemental disclosure

on non-cash activities:

Deferred underwriting

commission payable

Excise tax on redemption

of Class A common stock

Accretion for redeemable

common stock to redemption value

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY METALS ACQUISITION CORP.

Cash paid during the year for:

Franchise taxes

Supplemental disclosure on non-cash activities:

Accretion for redeemable common stock to redemption value

Reversal of excise tax payable attributable to redemption of common stock

Excise tax on redemption of Class A common stock

The accompanying notes are an integral part

of these consolidated financial statements.

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

1 — Description of Organization and Business Operations and Liquidity

Technology Metals Acquisition Corp.

Note 1 — Description of Organization

and Business Operations and Liquidity

Welsbach Technology Metals

Acquisition Corp.

(the “Company” or “WTMA”) was incorporated in Delaware on May 27, 2021.

Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,

recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

Company has one subsidiary, WTMA Merger Subsidiary Corp.

(the “Merger Sub”), a direct wholly owned subsidiary of the Company

incorporated in the state of Delaware on October 19, 2022.

The Company is a blank

check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited

to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary,

WTMA Merger Subsidiary Corp.

(the “Merger Sub”), a direct wholly owned subsidiary of the Company incorporated in the state

of Delaware on October 19, 2022.

As of December 31, 2025, the subsidiary had no activity.

of December 31, 2024, the Company had not commenced any operations.

All activity through December 31, 2024, relates to the Company’s

formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective

Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company generates non-operating income in the form of interest income earned on cash and investments from the proceeds

derived from the IPO.

On January 5, 2026, the Company and Merger Sub

consummated a merger with and into Evolution Metals LLC , a Delaware limited liability company (“EM”).

As of December 31, 2025,

the Company had not commenced any operations.

All activity through December 31, 2025 relates to the Company’s formation and Initial

Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination.

Company has not and will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income earned on cash and investments from the proceeds derived from

The registration statement for the Company’s IPO was declared effective on December 27, 2021.

30, 2021, the Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the

“Public Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination

(the “Public Rights”), at $ 10.00 per Unit generating gross proceeds of $ 75,000,000 , which is discussed in Note 3.

has selected December 31 as its fiscal year end.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”)

at a price of $ 10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings

LLC (the “Sponsor”) generating gross proceeds of $ 3,475,000 , which is described in Note 4.

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

On December 30, 2021, the

Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public

Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public

Rights”), at $ 10.00 per Unit, generating gross proceeds of $ 75,000,000 , which is discussed in Note 3.

The Company has selected December

31 as its fiscal year end.

Simultaneously with the closing

of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of

$ 10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”)

generating gross proceeds of $ 3,475,000 , which is described in Note 4.

The Company granted the underwriters

a 45 -day option to purchase up to 1,125,000 Units to cover over-allotment (the “Over-allotment”), if any.

On January 14, 2022,

the underwriters partially exercised the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment

Units”), generating gross proceeds of $ 2,276,860 .

the closing of the over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement

Units at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 45,540 .

As of January 14, 2022, a total of $ 77,276,860

of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units has been placed in the

Trust Account (defined below).

As the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by

the Initial Stockholders (as defined below) have been forfeited for no consideration.

costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $ 4,788,446 , consisting of $ 1,545,537

of underwriting fees, $ 2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 538,219

of other costs.

As described in Note 6, the $ 2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a

Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting

the closing of the IPO, $ 75,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement

Units was placed in a trust account (“Trust Account”).

The amounts placed in the Trust Account will be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market

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

as determined by the Company, until the earlier of:

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

Account, as described below.

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

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

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

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the

Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a

Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

There is no assurance the Company will be able to successfully effect a Business Combination.

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

of the Public Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with Financial Accounting

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

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

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

Given that the Public Shares will be issued with other

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

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

the underwriters partially exercised their Over-allotment option and purchased 227,686 additional Units (the “Over-allotment Units”),

generating gross proceeds of $ 2,276,860 .

Upon the closing of the Over-allotment

on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $ 10.00 per Private

Placement Unit, generating gross proceeds of $ 45,540 .

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

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

the Over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders (as defined

below) have been forfeited for no consideration.

Offering costs for the IPO

and underwriters’ partial exercise of the Over-allotment option amounted to $ 4,788,446 , consisting of $ 1,545,537 of underwriting

fees, $ 2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 538,219 of other costs.

As described in Note 6, the $ 2,704,690 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination,

subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting Agreement”).

Following the closing of

the IPO, $ 75,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed

in a trust account (“Trust Account”).

The amounts placed in the Trust Account were being invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the

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

Company, until the earlier of:

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

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

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

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

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial

Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account excluding the amounts

due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement

to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

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

There is no assurance

the Company will be able to successfully effect a Business Combination.

The Company will provide

the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of

their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve

the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of

a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus

any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares

contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation,

if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain

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

In accordance

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

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

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

Given that the Public Shares will be issued with

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

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

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

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

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

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

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

at the end of each reporting period.

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

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

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

end of each reporting period.

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the

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

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

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to the Company’s Business Combination.

If the Company seeks stockholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,

or such other vote as required by law or stock exchange rule.

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

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

to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission

(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder

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

approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to

the proxy rules and not pursuant to the tender offer rules.

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

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

of approving a Business Combination.

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

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

Notwithstanding

the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or

any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 20.0 % or more of the Public Shares sold in the IPO, without the prior consent of the Company.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed

not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation

to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders

with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment.

Company initially had until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s

IPO, and further extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate

a Business Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation

and the trust agreement.

The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, 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 the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

While redemptions cannot cause the Company’s

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

sheets until such date that a redemption event takes place.

Redemptions of the Company’s

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

the Company’s Business Combination.

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

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

by law or stock exchange rule.

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

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

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

documents with the SEC prior to completing a Business Combination.

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

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

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

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

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

Additionally,

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

for or against the proposed transaction.

Notwithstanding the foregoing,

the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person

with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate

of 20.0 % or more of the Public Shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor,

officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment

to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 % of its

Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity

to redeem their shares of Common Stock in conjunction with any such amendment.

The Company initially had

until September 30, 2022 to complete a Business Combination, nine months following the consummation of the Company’s IPO, and further

extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business

Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the

trust agreement.

The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than 10 business days thereafter, redeem the Public Shares, 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 the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by

the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

3 unchanged sentences

As of June 24, 2024, the Company announced that funds in the Company’s

Trust Account established to hold a portion of the proceeds from the Company’s initial public offering, including any interest

thereon, will not be used, now or in the future, to pay for any dissolution expenses in connection with the liquidation of the Trust

period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been

extended for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $ 772,769 into the Trust Account on

September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation.

Subsequently, the period

of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended

for a period of 3 months from December 30, 2022 to March 30, 2023 upon the deposit of $ 772,769 into the Trust Account on December 23,

March 24, 2023, the Company held a special meeting of its stockholders.

In connection with the votes to approve the March Extensions

(defined below), the stockholders approved the proposal to amend 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”).

Company and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated

March 24, 2023, by and between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination

Period for up to an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing

into the trust account the Extension Payment each additional one month extension in exchange for an Extension Note.

period of time for the Company to complete a business combination under its amended and restated certificate of incorporation was further

extended for a period of six (6) months from March 30, 2023 to September 30, 2023 upon the deposit of $ 125,000 into the Trust Account

on March 28, 2023, April 27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s

amended and restated certificate of incorporation.

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.

The amount due

to the redeeming stockholders was disbursed on April 10, 2023.

April 10, 2023, $ 42.6 million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s

stockholders held on March 24, 2023 in connection with the vote to approve the March Extensions.

September 11, 2023, 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.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

September 29, 2023, the Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “September

Charter Amendment”) 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 (the “September

Trust Amendment” and together with the September Charter Amendment, the “September Extensions”), 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 approximately $ 15.7 million.

The amount due to the redeeming stockholders was subsequently

disbursed on October 12, 2023.

October 9, 2023, the Company received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq

Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2)

(the “Rule”) for continued listing on Nasdaq.

Under the Rule, the Company is required to maintain at least 400 total holders

(the “Total Holder Requirement”).

The Notice indicates that the Company has 45 calendar days (the “Deadline”)

to submit a plan (the “Compliance Plan”) to regain compliance with the Rule.

If Nasdaq accepts the Compliance Plan, Nasdaq

can grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance.

On November 12, 2023

the Company received an extension to regain compliance with the Rule on or before April 8, 2024.

As of April 5, 2024, the Company has

received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency has been cured, followed by a formal confirmation

from Nasdaq on April 11, 2024.

October 16, 2023, the board of directors (the “Board”) of the Company appointed Mr.

Trust Account established to hold a portion of the proceeds from the Company’s IPO, including any interest thereon, will not be

used, now or in the future, to pay for any dissolution expenses in connection with the liquidation of the Trust Account.

The period of time for the

Company to complete a business combination under its Certificate of Incorporation was extended for a period of three months from September

30, 2022 to December 30, 2022 upon the deposit of $ 772,769 into the Trust Account on September 27, 2022 in accordance with the Company’s

Certificate of Incorporation.

Subsequently, the period of time for the Company to complete a business combination under Certificate of

Incorporation was extended for a period of three months from December 30, 2022 to March 30, 2023 upon the deposit of $ 772,769 into the

Trust Account on December 23, 2022.

On March 24, 2023, the Company

held a special meeting of its stockholders.

In connection with the votes to approve the March Extensions (defined below), the stockholders

approved the proposal to amend 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 were identical to the Private Placement Units issued in connection with

the IPO of the Company’s Units and repayable upon closing of a Business Combination (the “Extension Note”).

The Company and Continental

Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by and

between Continental Stock Transfer & Trust Company and the Company which allowed the Company to extend the Combination Period for

up to an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing into

the trust account the Extension Payment each additional one month extension in exchange for an Extension Note.

The period of time

for the Company to complete a business combination under its Certificate of Incorporation was further extended for a period of six months

from March 30, 2023 to September 30, 2023 upon the deposit of $ 125,000 into the Trust Account on March 28, 2023, April 27, 2023, May 26,

2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s Certificate of Incorporation.

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.

The amount due to the redeeming stockholders

was disbursed on April 10, 2023.

On April 10, 2023, $ 42.6

million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders

held on March 24, 2023 in connection with the vote to approve the March Extensions.

On September 11, 2023, 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 September 29, 2023, the

Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “September Charter Amendment”)

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 (the “September Trust Amendment”

and together with the September Charter Amendment, the “September Extensions”), 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 approximately $ 15.7 million.

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

On October 9, 2023, the Company

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

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

listing on Nasdaq.

Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”).

The Notice indicates that the Company had 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”)

to regain compliance with the Rule.

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

days from the date of the Notice to evidence compliance.

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

the Rule on or before April 8, 2024.

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

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

On October 16, 2023, the

board of directors (the “Board”) of the Company appointed Mr.

Andrew Switaj and Mr.

Dominik Michael

Oggenfuss (each, a “New Director”) as directors of the Company (the “Appointment”), effective immediately.

connection with the Appointment, the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity

Agreements”).

The Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023.

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

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

government treasury obligations

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

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.

March 18, 2024, Ms.

Emily King resigned from her position as director, and a member of the Audit Committee and Compensation Committee

of the Board of Directors of the Company, effective immediately March 18, 2024 and Mr.

Andrew Switaj resigned from his position as director,

and a member of the Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March

Dominik Michael Oggenfuss as directors

of the Company, effective immediately.

In connection with their appointments, the Company entered into indemnity agreements with each

Switaj and Oggenfuss on October 16, 2023.

On November 8, 2023, to mitigate

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

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

government treasury obligations held in the Trust

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

On 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 18, 2024, each of

Emily King and Mr.

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

effective immediately.

King’s nor Mr.

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

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

March 22, 2024, the Company issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals

LLC, a Delaware company (“EM”) for a potential business combination.

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.

Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and

the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to

be merged with and into EM, with EM being the surviving corporation in the Merger.

The Merger shall be consummated in accordance with

the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”),

executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”),.

Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the

Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned

subsidiary of the Company.

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

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

On March 22, 2024, the Company

issued a press release to announce that it had entered into a binding letter of intent with EM, a Delaware company, for a potential business

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 the 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.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

April 5, 2024, the Company received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency had been cured, followed

by a formal confirmation from Nasdaq on April 11, 2024.

April 18, 2024, the Company moved its principal office address to 4422 N.

On November 11, 2024, WTMA entered into an Amendment

1 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

1”), by and among WTMA, Merger Sub, and EM,

which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement (see Note 6).

On February 10, 2025, WTMA entered

into an Amendment No.

2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

2”), by and among WTMA, Merger

Sub, and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement (see Note 6).

On April 5, 2024, the Company

received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency had been cured, followed by a formal confirmation

from Nasdaq on April 11, 2024.

On April 18, 2024, the Company

moved its principal office address to 4422 N.

Ravenswood Ave #1025, Chicago, Illinois 60640.

also changed its telephone number to 251-280-1980.

June 17, 2024, the Company received a letter from the Nasdaq stating that the Company no longer complies with Nasdaq’s independent

director, audit committee, and compensation committee requirements as set forth in Listing Rule 5605 due to the resignations of Ms.

Andrew Switaj from the Company’s board, audit committee, and compensation committee on March 18, 2024.

Since the Notice,

on July 12, 2024, the Company has appointed Matthew Rockett to serve as an independent director, member of the audit committee, and chair

of the compensation committee.

On July 19, 2024, the Company has also appointed Justin Werner to serve as independent director, member

of the audit committee, and member of the compensation committee.

These appointments would resolve the Company’s compliance with

Nasdaq’s independent director, audit committee, and compensation committee requirements as set forth in Listing Rule 5605.

June 28, 2024, the Company held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “June

Charter Amendment”) the Company’s charter by allowing the Company to extend the Combination Period with a target for up to

an additional twelve months, from June 30, 2024, to up to June 30, 2025 and proposal to amend the Trust Agreement, allowing the Company

to extend the Combination Period for up to an additional twelve months, from June 30, 2024, to up to June 30, 2025 (the “June Trust

Amendment” and together with the June Charter Amendment, the “June Extensions”).

In connection with the votes to approve

the June Extension, the holders of 1,090,062 shares of common stock of the Company properly exercised, and as of the date hereof have

not reversed, their right to redeem their shares for cash at a redemption price of approximately $ 11.21 per share, for an aggregate redemption

amount of approximately $ 12.22 million.

The Company also changed its telephone number

to 251-280-1980.

On June 17, 2024, the Company

received a letter from the Nasdaq stating that the Company no longer complies with Nasdaq’s independent director, audit committee,

and compensation committee requirements as set forth in Listing Rule 5605 due to the resignations of Ms.

Emily King and Mr.

Andrew Switaj

from the Company’s board, audit committee, and compensation committee on March 18, 2024.

On June 28, 2024, the Company

held a special meeting of its stockholders.

The stockholders approved the proposal to amend (the “June Charter Amendment”)

the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional 12 months,

from June 30, 2024 to up to June 30, 2025 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period

for up to an additional 12 months, from June 30, 2024 to up to June 30, 2025 (the “June Trust Amendment” and together with

the June Charter Amendment, the “June Extensions”).

In connection with the votes to approve the June Extension, the holders

of 1,090,062 shares of common stock of the Company properly exercised, and as of the date hereof have not reversed, their right to redeem

their shares for cash at a redemption price of approximately $ 11.21 per share, for an aggregate redemption amount of approximately $ 12.22

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

Sponsor and the Company have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”)

on substantially the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company

at the Special Stockholder Meeting.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to cause

MergeCo to issue to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial

business combination if they continue to hold such Non-Redeemed Shares through the Special Stockholder Meeting.

July 12, 2024, the Board of the Company appointed Mr.

Matthew Rockett (“New Director”) as a director of the Company (the

“Appointment”), effectively immediately.

connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity

The Company and New Director consented to and executed the Indemnity Agreement on July 12, 2024.

exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with

the New Director (the “Share Compensation Agreement”).

The Company and New Director consented to and executed the Share Compensation

Agreement on July 12, 2024, whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities

shall be subject to the conditions that (i) the Initial Business Combination is consummated;

and (ii) New Director (or his/her Permitted

Transferees (as such term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the

Company, the Sponsor, the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company,

as escrow agent (as it exists on the date hereof, the “Escrow Agreement”)).

the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no

later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to New Director (or

his/her Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions

on transfer imposed by the securities laws.

The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to New

Director (or his/her Permitted Transferees) in accordance with the foregoing.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

July 19, 2024, the Board of the Company appointed Mr.

Justin Werner (“New Director”) as a director of the Company (the “Appointment”),

effectively immediately.

connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity

The Company and New Director consented to and executed the Indemnity Agreement on July 19, 2024.

exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with

the New Director (the “Share Compensation Agreement”).

The Company and New Director consented to and executed the Share Compensation

Agreement on July 19, 2024, whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities

shall be subject to the conditions that (i) the Initial Business Combination is consummated;

and (ii) New Director (or his/her Permitted

Transferees (as such term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the

Company, the Sponsor, the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company,

as escrow agent (as it exists on the date hereof, the “Escrow Agreement”)).

the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no

later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to Director (or his/her

Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on

transfer imposed by the securities laws.

The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to Director

(or his/her Permitted Transferees) in accordance with the foregoing.

a result of the appointment of Mr.

Matthew Rockett and Mr.

Justin Werner, on August 1, 2024, the Company received a letter from Nasdaq

determining that the Company has now complies with the independent director, audit committee, or compensation committee requirements

for continued listing on the Nasdaq Global Market as set forth in Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2).

December 31, 2024, the Company received a letter (the “Notice”) from the Nasdaq stating that the Company no longer complied

with the requirements of IM-5101-2 (the “Rule”) for continued listing on Nasdaq.

Under the Rule, the Company is required

to complete its initial business combination within 36 months of the effectiveness of the Company’s initial public offering registration

statement, or by December 27, 2024, which the Company failed to do.

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination within the Combination Period.

However, if the Initial Stockholders should acquire Public Shares in or after the

Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights

to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per shares held in the

Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to

the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which

the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will

not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or

to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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

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

The Company will seek to reduce the possibility that the Sponsor will have

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

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

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

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

and Uncertainties

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

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 and our ability to complete an initial Business Combination.

August 16, 2022, the IR Act was signed into federal law.

On June 28, 2024, the Sponsor

and the Company have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially

the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company at the Special Stockholder

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to cause MergeCo to issue to such

Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial business combination

if they continue to hold such Non-Redeemed Shares through the Special Stockholder Meeting.

On July 12, 2024, the Board

of the Company appointed Mr.

Matthew Rockett as a director of the Company, effectively immediately.

In connection with such appointment,

the Company entered into an indemnity agreement with Mr.

Rockett on July 12, 2024.

In exchange for Mr.

Rockett’s service on the

Board, the Company entered into a Share Compensation Agreement with Mr.

Rockett on July 12, 2024, which entitles Mr.

Rockett to certain

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

the agreement.

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

On July 19, 2024, the Board

of the Company appointed Mr.

Justin Werner as a director of the Company, effectively immediately.

In connection with such appointment,

the Company entered into an indemnity agreement with Mr.

Werner on July 19, 2024.

In exchange for Mr.

Werner’s service on the Board,

the Company entered into a Share Compensation Agreement with Mr.

Werner on July 19, 2024, which entitles Mr.

Werner to certain compensation

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

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

As a result of the appointment

Rockett and Mr.

Werner, on August 1, 2024, the Company received a letter from Nasdaq determining that the Company complied with

the independent director, audit committee, or compensation committee requirements for continued listing on the Nasdaq Global Market as

set forth in Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2).

On December 31, 2024,

the Company received a letter (the “Notice”) from the Nasdaq stating that the Company no longer complied with the

requirements of IM-5101-2 (the “Rule”) for continued listing on Nasdaq.

Under the Rule, the Company was required to

complete its Business Combination within 36 months of the effectiveness of the Company’s IPO registration statement, or by

December 27, 2024, which the Company failed to do.

The Company’s securities, including its common stock, rights, and units,

was delisted from Nasdaq and was suspended at the opening of business on January 7, 2025.

The Notice stated that a Form 25-NSE will

be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.

The Form 25-NSE was

filed with the SEC on June 4, 2025.

The Company subsequently applied to list its securities on the OTC Markets and was quoted on OTCQB.

On June 26, 2025, the Company

held a Business Combination Special Meeting and the stockholders approved 1) the proposal to approve and adopt the Amended and Restated

Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No.

4 to Amended and Restated Agreement and Plan

of Merger, dated June 11, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”), by

and among the Company, Merger Sub and EM, and the transactions contemplated thereby (the “Business Combination”), 2) the proposed

Second Amended and Restated Certificate of Incorporation of New EM (the “Proposed Charter”) and proposed Amended and Restated

Bylaws of New EM (the “Proposed Bylaws”), 3) Advisory Governance Proposals, 4) Director Elections Proposal, 5) Stock Issuance

Proposal and 6) New EM Equity Incentive Plan Proposal.

On June 26, 2025, The Company

held an Extension Special Meeting and the stockholders approved the proposal to approve and adopt an amendment of the Existing Charter

to allow the Company to extend (the “Extension”) the date by which the Company has to consummate a business combination for

up to an additional three months, from June 30, 2025 (the date which is 42 months from the closing date of the Company’s initial

public offering of units (the “IPO”)) to up to September 30, 2025 for no contribution to the trust account established in

connection with the IPO and the amendment of the Trust Agreement to permit the Extension.

In connection with the

Business Combination Special Meeting and the Extension Special Meeting, the holders of 1,024,736 shares of the Company’s

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

filing, an aggregate of 39,000 shares in connection with Business Combination was reversed, their right to redeem their shares for

cash at a redemption price of approximately $ 11.31 per share.

Accordingly, in connection with the Extension Special Meeting, the

aggregate redemption amount was $ 5.86 million, leaving approximately $ 6.38 million in the trust account after giving effect to the

redemptions in connection with the Extension Special Meeting, based on the approximately $ 12.24 million held in the trust account as

of June 26, 2025 (less funds that may be withdrawn to pay taxes).

Furthermore, in connection with the Business Combination Special

Meeting, the aggregate redemption amount was $ 11.56 million, representing an additional $ 5.73 million aggregate redemption amount

after taking into effect the redemption in connection with the Extension Special Meeting, leaving approximately $ 0.66 million in the

trust account after giving effect to the redemptions in connection with both the Extension Special Meeting and the Business

Combination Special Meeting.

As previously disclosed, the Company extended the deadline for its stockholders to withdraw and reverse

any previously delivered demand for redemption made in connection with the Business Combination Special Meeting until the Company

determines not to accept reversals of redemption instructions.

As of June 30, 2025 10-Q filing, an aggregate of 993,736 shares in

connection with Business Combination and Extension ( 475,634 shares and 518,102 shares, respectively) was redeemed effectively at a

redemption price of approximately $ 11.31 per share, for an aggregate redemption amount of approximately $ 11.24 million ($ 5.38

million and $ 5.86 million, respectively).

The amount due to the redeeming stockholders in connection with Extension was subsequently

disbursed on July 7, 2025.

On July 29, 2025, the 475,634 shares redemption in connection with Business Combination was cancelled and

new redemptions were made (see below).

On September 2, 2025, the

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

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

the June Special Meeting.

In connection with the Business

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

30, 2025 10-Q filing, an aggregate of 46,147 shares in connection with Business Combination was reversed, their right to redeem their

shares for cash at a redemption price of approximately $ 11.31 per share.

Accordingly, in connection with the Business Combination Special

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

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

The Company extended the deadline for its stockholders

to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination Special Meeting

until the Company determines not to accept reversals of redemption instructions.

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

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

for an aggregate redemption amount of approximately $ 4.96 million.

On September 29, 2025, the

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

Company’s amended and restated certificate of incorporation, as previously amended, to allow the Company to extend (the “Extension”)

the date by which the Company has to consummate a business combination for up to an additional three months, from September 30, 2025 to

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

In connection with the Special

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

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

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

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

The Company has determined that it will

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

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

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

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

On December 30, 2025, the

Company held a Special Meeting of its stockholders and the stockholders approved the proposal to amend 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”) with a target (the “Target”) for up to an additional three months, from December 30, 2025, to up to March 30,

In connection with the votes to approve the Extensions, no holders

of shares of common stock of the Company exercised their right to redeem their shares for cash at a redemption price of approximately

$ 11.45 per share.

Accordingly, no shares were redeemed, and no funds were distributed from the trust account in connection with the Extensions.

As a result, approximately $ 6.46 million remained in the trust account as of December 30, 2025 (less funds that may be withdrawn to pay

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

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

The Initial Stockholders

agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within

the Combination Period.

However, if the Initial Stockholders acquired Public Shares in or after the IPO, they are entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within

the Combination Period.

The underwriters agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust

Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts

will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including

Trust Account assets) will be only $ 10.00 per shares held in the Trust Account.

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

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

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

of funds in the Trust Account.

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

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

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

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

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

The Company will seek to reduce the possibility that the Sponsor

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

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

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

Risks and Uncertainties

The Company’s results

of operations and its 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 the Company’s control.

The Company 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.

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

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

to complete an initial Business Combination.

On August 16, 2022, the IR

Act was signed into federal law.

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

federal 1 % Excise Tax

on certain repurchases of stock by publicly traded U.S.

federal 1 % Excise Tax on certain repurchases

of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded

foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its

shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased

at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the

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

addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given

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

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

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

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

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

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

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

other guidance from the Treasury.

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

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

The foregoing could cause a reduction in the cash available

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

the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise

These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023

to December 31, 2023 would be October 31, 2024.

The Company is currently evaluating its options with respect to this obligation.

amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10 %

interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that

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

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

December 31, 2023.

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

The Company recognized

a total of $ 13,509 in interest and penalties through December 31, 2024.

the year ended December 31, 2024, the Company’s stockholders redeemed 1,090,062 common shares for a total of $ 12,219,791 .

year ended December 31, 2023, the Company’s stockholders redeemed an aggregate 5,554,835 common shares for a total of $ 58,351,987 .

The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”.

ASC 450 states

that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence

of a liability can range from probable to remote.

A contingent liability must be reviewed at each reporting period to determine appropriate

domestic subsidiaries of publicly traded foreign corporations

occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which

shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of

the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value

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

In addition, certain exceptions

apply to the excise tax.

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

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

Any redemption or other repurchase that

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

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

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

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

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

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

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

of the excise tax have not been determined.

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

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

During the second quarter

of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax.

These regulations

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

be October 31, 2024.

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

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

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

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

year ended December 31, 2023.

For the year ended December

31, 2024, the Company’s stockholders redeemed 1,090,062 shares of common stock for a total of $ 12,219,791 .

The Company evaluated

the classification and accounting of the stock redemption under ASC 450, “Contingencies”.

ASC 450 states that when a loss

contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability

can range from probable to remote.

A contingent liability must be reviewed at each reporting period to determine appropriate treatment.

The excise tax is determined at year end based on events that occurred during the year.

The excise tax is representative of

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

year reporting period.

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

as 1 % of the shares redeemed during the reporting period.

This position would be reviewed at the end of each reporting period for any

change in fact.

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

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

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

such the Company has recorded a 1 % excise tax liability in the amount of $ 719,090 (inclusive of penalties and interest) and $ 583,520

on the Company’s consolidated balance sheets as of December 31, 2024 and 2023, respectively.

The excise tax is representative of a contingent

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

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

of the shares redeemed during the reporting period.

This position would be reviewed at the end of each reporting period for any change

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

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

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

On July 4, 2025, the One

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

The significant provisions of OBBBA include

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

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

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

On November 24, 2025, the

IRS published additional information relating to excise tax on repurchases of corporate stock relating specifically to SPAC’s.

IRS published that any SPAC that priced their IPO prior to August 16, 2022 are not subject to excise tax on any redemptions.

the Company has reversed $ 879,876 of liabilities relating to excise tax that was accrued in previous quarters.

Of the $ 879,876 , $ 764,238

was reversed back to accumulated deficit where the initial excise tax in connection with the redemption of class A common stock was recorded

and is reflected in statements of changes in stockholders’ deficit, $ 13,509 was recorded to reversal of prior year interest and

penalties on excise tax liability and $ 102,129 within general and administrative expense in the accompanying statements of operations.

As such, the Company recorded

a 1 % excise tax liability in the amount of $0 (inclusive of $ 0 penalties and interest for the year ended December 31, 2025) and $ 719,090

(inclusive of $ 13,509 penalties and interest for the year ended December 31, 2024) on the Company’s consolidated balance sheets

as of December 31, 2025 and audited consolidated balance sheets as of December 31, 2024, respectively.

The liability does not impact the

1 unchanged sentence

paid-in capital is not available.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Concern, Liquidity and Capital Resources

of December 31, 2024, the Company had operating cash of $ 1,185 , and a working capital deficit of $ 8,210,221 .

Further, the Company has

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

The Company has no revenue,

and its business plan is dependent on the completion of a Business Combination within the Combination Period.

If the Company is unable

to compete a Business Combination within the Combination Period, it must liquidate.

These conditions raise substantial doubt about the

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

issuance date of the consolidated financial statements.

the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts

payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,

traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material

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

business combination.

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

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

to operate its business prior to a Business Combination.

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

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending

the pursuit of a Business Combination.

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

acceptable terms, if at all.

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 June 30, 2025, 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

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

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 June 30, 2025.

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.

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

2 — Summary of Significant Accounting Policies

of Presentation

accompanying consolidated financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles

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

GAAP”) and pursuant to the accounting and disclosure rules and

regulations of the SEC.

Reclassification

of prior year presentation

prior year amounts have been reclassified for consistency with the current year presentation.

Specifically, Convertible promissory notes

– related party and Working capital loans – related party are now presented as a separate line items on the consolidated

balance sheets and was previously combined and presented as Convertible promissory notes and working capital loans – related party.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

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

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for

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

adopt the new or revised standard.

may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging

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

of the potential differences in accounting standards used.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the consolidated financial statements.

Going Concern, Liquidity and Capital Resources

As of December 31, 2025, the Company had operating cash of $ 4,022 and

a working capital deficit of $ 9,366,835 .

The Company had no revenue as of that date and had incurred, and expected to continue to incur,

costs in connection with its financing and acquisition plans.

Prior to the completion of the Business Combination, the Company’s

business plan was dependent on the completion of a Business Combination within the Combination Period.

If the Company had been unable

to complete a Business Combination within the Combination Period, it would have been required to liquidate.

These conditions raised substantial

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

year from the issuance date of the consolidated financial statements.

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.

Based on the Company’s current liquidity position and expected operating needs, management has concluded

that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

The Company expects to

address its liquidity requirements through the execution of its capital-raising plans and the continued development of its operating business.

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.

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

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

through March 31, 2027 (one year from issuance of this report), management determined that the Company’s liquidity condition raises

substantial doubt about its ability to continue as a going concern within one year from the issuance date of these consolidated financial

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Summary of Significant Accounting

Basis of Presentation

The accompanying consolidated

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

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

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

Principles of Consolidation

The accompanying consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

Emerging Growth Company

The Company is an emerging

growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

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

The JOBS Act provides that an emerging

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

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

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

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

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

This may make comparison

of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an

emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

Making estimates requires management to exercise significant judgment.

Such estimates

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

from those estimates.

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

that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Such estimates may be subject to change as more current

information becomes available and accordingly the actual results could differ significantly from those estimates.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated

financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future

confirming events.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2024 and 2023.

the year ended December 31, 2024, the Company had $ 12,219,791 withdrawals from the Trust Account in connection with redemptions and had

withdrawn $ 100,373 from the Trust Account for the purpose of paying the Company’s franchise and income taxes.

inception through 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.

From inception 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.

of December 31, 2023, there was restricted cash balances of $ 161,449 , which were utilized to pay the outstanding franchise and income

TECHNOLOGY METALS ACQUISITION CORP.

to Consolidated Financial Statements

and investments Held in Trust Account

December 31, 2024 and 2023, substantially all of the assets held in Trust Account were held in cash.

The Company’s cash held in

the Trust Account are classified as restricted cash asset.

Any investments held in the Trust Account classified as trading securities

such as money market funds and treasury bills are presented on the consolidated balance sheets at fair value at the end of each reporting

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income

from investments held in Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments

held in Trust Account are determined using available market information.

Costs associated with the IPO and over-allotment

costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs of the

IPO amounted to $ 4,663,218 , which was charged against additional paid-in capital and common stock subject to redemption upon the completion

Subsequently, additional offering cost of $ 125,228 was incurred with the Over-allotment in January 2022 and was also charged

against additional paid-in capital and common stock subject to redemption in January 2022.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Corporation limit.

As of December 31, 2024, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily

due to their short-term nature.

Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets

and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and

liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires

a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Company’s effective tax rate was ( 16.27 )% and 0.00 % for the years ended December 31, 2024 and 2023, respectively.

The effective

tax rate differs from the statutory tax rate of 21 % for the years ended December 31, 2024 and 2023, respectively, primarily due to the

valuation allowance on the deferred tax assets and merger and acquisition costs treated as permanent differences.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements

and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a

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

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

to be sustained upon examination by taxing authorities.

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

penalties, accounting in interim period, disclosure and transition.

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

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation

by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus

of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect

that the total amount of unrecognized tax benefits will materially change over the next twelve months.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of common stock

subject to mandatory redemption (if any) are classified as a liability instrument and are 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 the Company’s control) is classified as temporary equity.

times, common stock is classified as stockholders’ equity.

The Company’s Public Shares sold in the IPO feature certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

March 24, 2023, in connection with the votes to approve the March Extensions, the holders of 4,097,964 shares of common stock of the

Company properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $ 42.6 million.

amount due to the redeeming stockholders was subsequently disbursed on April 10, 2023.

September 29, 2023, 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 their right to redeem their shares for an aggregate redemption amount of $ 15.7 million.

due to the redeeming stockholders was subsequently disbursed on October 12, 2023.

June 28, 2024, in connection with the votes to approve the June Extensions, the holders of 1,090,062 shares of common stock of the Company

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 pay taxes).

1,082,789 and 2,172,851 shares of 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 consolidated balance sheets.

upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

would view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value

of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit.

shares of common stock reflected on the consolidated balance sheets are reconciled on the following table:

ordinary shares subject to possible redemption at December 31, 2022

As of December 31, 2025 and 2024, we have not identified any critical accounting estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have

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

Restricted Cash Held in Trust Account

On December 31, 2025 and

2024, substantially all of the assets held in Trust Account were held in cash.

The Company’s cash held in the Trust Account are

classified as a restricted cash asset.

Any investments held in the Trust Account classified as trading securities such as money market

funds and treasury bills are presented on the consolidated balance sheets at fair value at the end of each reporting period.

losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held

in Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments held in Trust Account

are determined using available market information.

As of December 31, 2025 and 2024, there were no investments held in Trust Account.

Offering Costs Associated with the IPO and

Over-allotment

Offering costs consist principally

of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs of the IPO amounted to $ 4,663,218 ,

which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO.

Subsequently,

additional offering costs of $ 125,228 was incurred with the Over-allotment in January 2022 and was also charged against additional paid-in

capital and common stock subject to redemption in January 2022.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Corporation limit.

As of December 31, 2025, the Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

The Company accounts for

income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both

the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be

established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2025

and 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

The Company’s effective

tax rate was ( 2.21 )% and ( 16.27 )% for the year ended December 31, 2025 and 2024, respectively.

The effective tax rate differs from the

statutory tax rate of 21 % for the year ended December 31, 2025 and 2024 primarily due to the valuation allowance on the deferred tax assets

and merger and acquisition costs treated as permanent differences.

ASC 740 also clarifies the

accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition

threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

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

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

The Company recognizes accrued

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

There were no unrecognized tax benefits as of December

31, 2025 and 2024.

Amounts accrued for interest and penalties were $ 22,786 and $ 0 , respectively, as of December 31, 2025 and 2024.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

The Company has identified

the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities

since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax

jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

Common Stock Subject to Possible Redemption

The Company accounts for

its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of common stock subject to mandatory

redemption (if any) are classified as a liability instrument and are 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 the Company’s control) is classified as temporary equity.

At all other times, common stock

is classified as stockholders’ equity.

The Company’s Public Shares sold in the IPO feature certain redemption rights that

are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

On March 24, 2023, in connection

with the votes to approve the March Extensions, the holders of 4,097,964 shares of common stock of the Company properly exercised their

right to redeem their shares for an aggregate redemption amount of approximately $ 42.6 million.

The amount due to the redeeming stockholders

was subsequently disbursed on April 10, 2023.

On September 29, 2023, 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 their right to redeem their shares for an aggregate redemption amount of $ 15.7 million.

The amount due to the redeeming stockholders

was subsequently disbursed on October 12, 2023.

On June 28, 2024, in connection

with the votes to approve the June Extensions, the holders of 1,090,062 shares of common stock of the Company 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 pay taxes).

On June 26, 2025, in connection

with the Business Combination Special Meeting and the Extension Special Meeting, the holders of 1,024,736 shares of the Company’s

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

an aggregate of 39,000 shares in connection with Business Combination was reversed, their right to redeem their shares for cash at a redemption

price of approximately $ 11.31 per share.

Accordingly, in connection with the Extension Special Meeting, the aggregate redemption amount

was $ 5.86 million, leaving approximately $ 6.38 million in the trust account after giving effect to the redemptions in connection with

the Extension Special Meeting, based on the approximately $ 12.24 million held in the trust account as of June 26, 2025 (less funds that

may be withdrawn to pay taxes).

Furthermore, in connection with the Business Combination Special Meeting, the aggregate redemption amount

was $ 11.56 million, representing an additional $ 5.73 million aggregate redemption amount after taking into effect the redemption in connection

with the Extension Special Meeting, leaving approximately $ 0.66 million in the trust account after giving effect to the redemptions in

connection with both the Extension Special Meeting and the Business Combination Special Meeting.

As previously disclosed, the Company

extended the deadline for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with

the Business Combination Special Meeting until the Company determines not to accept reversals of redemption instructions.

As of June 30,

2025 10-Q filing, an aggregate of 993,736 shares in connection with Business Combination and Extension ( 475,634 shares and 518,102 shares,

respectively) was redeemed effectively at a redemption price of approximately $ 11.31 per share, for an aggregate redemption amount of

approximately $ 11.24 million ($ 5.38 million and $ 5.86 million, respectively).

The amount due to the redeeming stockholders in connection

with Extension was subsequently disbursed on July 7, 2025.

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

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

On September 2, 2025, in

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

and as of September 30, 2025 10-Q filing, an aggregate of 46,000 shares in connection with Business Combination was reversed, their right

to redeem their shares for cash at a redemption price of approximately $ 11.31 per share.

Accordingly, in connection with the Business

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

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

The Company extended the deadline

for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination

Special Meeting until the Company determines not to accept reversals of redemption instructions.

As of September 30, 2025 10-Q filing,

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

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

On September 29, 2025, in

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

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

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

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

Accordingly, 564,337 and

1,082,789 shares of common stock subject to possible redemption on December 31, 2025 and 2024, respectively, are presented as temporary

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

Immediately upon the closing

of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

This method would view the end

of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable shares

of common stock resulted in charges against additional paid-in capital and accumulated deficit.

The shares of common stock

reflected on the consolidated balance sheets are reconciled on the following table:

Redeemable ordinary shares subject to possible redemption at December 31, 2023

Redemption of common stock

( 12,219,791 )

of carrying value to redemption value

Redeemable ordinary shares

subject to possible redemption at December 31, 2023

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2024

Redemption of common stock

( 5,865,713 )

Accretion of carrying

value to redemption value

ordinary shares subject to possible redemption at December 31, 2024

Loss per Common Share

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

basic and diluted earnings per share 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.

Accretion of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2025

Net Loss per Share of Common Stock

The Company computes loss

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

per share on the face of the statement of operations.

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

differ from the common stock that are held by the sponsors.

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

referred to as shares of public common stock and Founder Shares.

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

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

common shares during the period.

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

of common stock during the period.

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

per share as the redemption value approximates fair value.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

loss per share gives effect to all dilutive potential common shares outstanding during the period.

Dilutive loss per share excludes all

potential common shares if their effect is anti-dilutive.

Diluted loss per share gives

effect to all dilutive potential shares of common stock outstanding during the period.

Dilutive loss per share excludes all potential

shares of common stock if their effect is anti-dilutive.

The Company has excluded the Rights from the calculation of diluted loss per

2 unchanged sentences

net loss per share is the same as basic net loss per share for the year ended December 31, 2025 and 2024.

The table below presents a

reconciliation of the numerator and denominator used to compute basic and diluted net loss per common share.

following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

the Year Ended December 31,

Basic and diluted net

loss per common share

The table below presents a reconciliation

of the numerator and denominator used to compute basic and diluted net loss per share of common stock.

The following table reflects

the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):

For the Years Ended

Basic and diluted net loss per share of common stock

Allocation of loss

$ ( 452,415 )

$ ( 1,337,026 )

and diluted weighted average shares outstanding

and diluted net loss per common share

Accounting Pronouncements

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes

paid, among other disclosure requirements.

$ ( 373,285 )

$ ( 526,642 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

Recent Accounting Pronouncements

In December 2023, the FASB

issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure

of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure

requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial

statements and disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Early adoption is permitted.

The Company’s

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

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

As of December 31, 2024, this ASU became effective and

the Company’s management adopted this ASU in its financial statements and related disclosures.

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 for the period ended December 31, 2024.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

3 — Initial Public Offering and Over-Allotment

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

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

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

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

On January 14, 2022,

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

4 — Private Placement

December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private

Placement Units in a private placement transaction at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 3,475,000 .

Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock

upon consummation of a Business Combination.

January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $ 10.00 per Private Placement Unit

for an aggregate purchase price of $ 45,540 .

portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.

the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

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

Units will be worthless.

5 — Related Party Transactions

June 25, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock,

par value $ 0.0001 for an aggregate price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such Class B shares

for 1.5 shares of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

no longer has Class B common stock authorized.

The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent

that the over-allotment option is not exercised in full by the underwriters.

On January 14, 2022, the Sponsor forfeited 224,328 Founder

Shares for no consideration, due to the underwriters exercise of the over-allotment option in part.

Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,

acting as escrow agent.

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

from escrow until the earlier of (i) nine months after the date of the consummation of a Business Combination and (ii) the date on which

the closing price of our common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after our Business Combination and the remaining

50 % of the Founder Shares will not be transferred, assigned, sold or released from escrow until nine months after the date of the consummation

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

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

for cash, securities or other property.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

to Affiliates

December 31, 2021, the Sponsor funded $ 79,673 in excess of $ 3,475,000 aggregate purchase price of the Private Placement Units.

14, 2022, the Sponsor funded $ 179,463 in excess of the $ 45,540 aggregate purchase price of the Private Placement Units sold in conjunction

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

the period ended December 31, 2024, the Company expensed a total of $ 120,000 for support services from the Sponsor of which amount was

The amendments in this ASU require

disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer

decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment

profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses

the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable

segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

ASU 2023-07 became effective as of December 31, 2024 and the Company’s management adopted

ASU 2023-07 in its financial statements and related disclosures (see Note 9).

In July 2025, the FASB issued

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset

when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted

for under Topic 606.

This ASU is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within

those annual reporting periods, with early adoption permitted.

The amendments in ASU 2025-05 should be applied prospectively.

is currently evaluating the impact of this new standard on its consolidated financial statements, however the adoption is not expected

to have a material impact on the consolidated financial statements.

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 for the period ended December 31, 2025.

Note 3 — Initial Public Offering and Over-Allotment

Pursuant to the IPO, the

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

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

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

The Company granted the underwriters

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

On January 14, 2022, the underwriters partially exercised

the option and purchased 227,686 additional Units.

Note 4 — Private Placement

On December 27, 2021, simultaneously

with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement

transaction at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 3,475,000 .

Each Private Placement Unit consists

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

On January 14, 2022, the

Company consummated the sale of an additional 4,554 Private Placement Units, at $ 10.00 per Private Placement Unit for an aggregate purchase

price of $ 45,540 .

A portion of the proceeds

from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete

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

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

Note 5 — Related Party Transactions

Founder Shares

On June 25, 2021, the Sponsor

purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $ 0.0001 for an aggregate

price of $ 25,000 .

On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s

common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares.

The Company no longer has Class B common stock

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

exercised in full by the underwriters.

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

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

The Founder Shares were placed

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

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

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

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

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

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

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

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

other property.

Due to Affiliates

On December 31, 2021, the

Sponsor funded $ 79,673 in excess of $ 3,475,000 aggregate purchase price of the Private Placement Units.

On January 14, 2022, the Sponsor

funded $ 179,463 in excess of the $ 45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise

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

For the year ended December

31, 2025, the Company expensed a total of $ 120,000 for support services from the Sponsor of which amount was reported as due to affiliates.

For the year ended December 31, 2024, the Company expensed a total of $ 120,000 for support services from the Sponsor of which amount was

reported as due to affiliates.

For the year ended December 31, 2023, the Company expensed a total of $ 120,000 for support services from

the Sponsor of which $ 88,000 was reported as due to affiliates, net of $ 6,000 payments to the Sponsor and $ 26,000 reversal of previously

accrued support services with the Chief Financial Officer.

of December 31, 2024 and 2023, respectively, there were outstanding amounts due to affiliates of $ 413,663 and $ 293,663 , which will be

repaid from Company’s operating account as soon as practicable.

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 (“Working Capital Loans”).

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.

The Working Capital Loans would

either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million

of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit.

units would be identical to the Private Placement Units.

On December 30, 2024, the Company increased the Working Capital Loans up to

$ 2.5 million in connection with completing a Business Combination.

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 cash.

The Company drawn an additional $ 100 from this promissory note which resulted in a total outstanding

amount of $ 84,100 .

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 cash.

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 for cash.

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 for cash.

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 for cash.

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 cash.

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 cash.

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.

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 for cash.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Capital Note 1, together with Working Capital Notes 2, 3, 4, 5, 6, 7, 8 and 9 (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 $ 2.5 million.

conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the Promissory Notes did not include

any premium or discounts.

The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives

and Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480

and as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within

the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the

convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market

or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity

classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation

condition within ASC 815-15-25-1.

of December 31, 2024 and 2023, respectively, the balances outstanding under the Working Capital Notes were $ 1,740,966 and $ 549,100 reported

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

Promissory Notes – Related Party

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 (see Note 1) (the “First Promissory Note”).

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 “Conversion”).

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 (see Note 1).

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 “Conversion”).

each of March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory

notes to the Sponsor in connection with the Extension (see Note 1) in the principal amount of $ 125,000 for each note (together with the

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

The Convertible

Promissory Notes bear no interest and shall be payable upon the earlier to occur of (i) 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”).

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Convertible Promissory Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, convertible into private units of the post-Business Combination entity at a price of $ 10.00 per unit.

As of December 31, 2025 and

2024, respectively, there were outstanding amounts due to affiliates of $ 533,663 and $ 413,663 , which will be repaid from Company’s

operating account as soon as practicable.

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 (“Working Capital Loans”).

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.

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.

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may

be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit.

These units would be identical to the

Private Placement Units.

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

a Business Combination.

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

a Business Combination.

On July 30, 2023, the Company

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

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 , $ 448,287 , $ 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, 9, 10, 11, 12 and 13 (hereinafter, collectively, the “Working Capital Notes”)

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

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 $ 2.5 million.

The conversion feature

2 unchanged sentences

The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and

Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and

as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within the

convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible

promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement.

conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index

unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification

pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition

within ASC 815-15-25-1.

both December 31, 2024 and 2023, 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 December 27, 2021, the Company entered into an agreement to pay the Sponsor $ 10,000 per month for the use of office space and administrative

Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480

and as a result is not required to be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded

within the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument

because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net

settlement requirement.

The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not

based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC

815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of

a derivative as it fails the net settlement requirement.

Based on this analysis, the scope exception would apply, and the embedded

conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

As of December 31, 2025 and

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

loans – related party in the accompanying consolidated balance sheets.

Convertible Promissory Notes – Related

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 (see Note 1).

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 (the “Conversion”).

On each of March 30, 2023,

April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor

in connection with the Extension (see Note 1) in the principal amount of $ 125,000 for each note (together with the First Promissory Note

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

The Convertible Promissory Notes bear no

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

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

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

The Convertible Promissory

Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible

into private units of the post-Business Combination entity at a price of $ 10.00 per unit.

The conversion feature was analyzed under ASC

470-20, “Debt with Conversion or Other Options”, the Promissory Notes did not include any premium or discounts.

The conversion

option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” The convertible

note payable and conversion feature does not meet the requirements for classification under ASC 480 and as a result is not required to

be accounted for as a liability under ASC 480.

In this case, the conversion feature embedded within the convertible promissory note does

not require bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note conversion

feature does not meet the definition of a derivative as it fails the net settlement requirement.

The embedded conversion feature does

qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index unrelated to the issuer,

the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC

815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement.

Based on this analysis,

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

At 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.

Support Services

For the year ended December 31, 2024, $ 120,000 , has been expensed related to the agreement and included in general

and administrative expenses in the accompanying consolidated statements of operations.

For the year ended December 31, 2023, $ 120,000 ,

has been expensed related to the agreement and included in general and administrative expenses in the accompanying consolidated statements

of operations, of $ 6,000 paid during the year.

As of December 31, 2024 and 2023, respectively, $ 120,000 and $ 114,000 are included in

due to affiliates in the accompanying consolidated balance sheet.

6 — Commitments and Contingencies

holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will

be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for

These holders will be entitled to certain demand and “piggyback” registration rights.

However, the registration

rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Company granted the underwriters a 45 -day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

On January 14, 2022, the underwriters purchased an additional

227,686 Units at an offering price of $ 10.00 per Unit, generating additional gross proceeds of $ 2,276,860 to the Company.

2022, the remaining portion of the underwriters’ over-allotment option expired.

underwriters were paid a cash underwriting fee of $ 0.20 per Unit, or $ 1,545,537 in the aggregate.

In addition, $ 0.35 per Unit, or $ 2,704,690

in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms

of the Underwriting Agreement.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

April 1, 2024, the Company entered into a Merger Agreement by and among the Company, the Merger Sub and EM.

Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions

Commencing on December 27,

2021, the Company entered into an agreement to pay the Sponsor $ 10,000 per month for the use of office space and administrative support

For the year ended December 31, 2025, $ 120,000 has been expensed related to the agreement of which $ 120,000 included in due

to affiliates in the accompanying consolidated balance sheets, respectively.

For the year ended December 31, 2024, $ 120,000 , has been

expensed related to the agreement and included in general and administrative expenses in the accompanying consolidated statements of operations.

As of December 31, 2025 and 2024, $ 120,000 and $ 120,000 are included in due to affiliates in the and audited consolidated balance sheets,

respectively.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares,

Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights

pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO.

These holders are entitled

to certain demand and “piggyback” registration rights.

However, the registration rights agreement provides that the Company

will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable

lock-up period for the securities to be registered.

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

registration statements.

Underwriting Agreement

The Company granted the underwriters

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

and commissions.

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

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

In February 2022, the remaining portion of the underwriters’

Over-allotment option expired.

The underwriters were paid

a cash underwriting fee of $ 0.20 per Unit, or $ 1,545,537 in the aggregate.

In addition, $ 0.35 per Unit, or $ 2,704,690 in the aggregate

will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting

Merger Agreement

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 Merger Agreement provides

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

Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM being the surviving corporation in the Merger.

The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company.

The Company will immediately

be renamed Evolution Metals & Technologies Corp.

November 6, 2024, WTMA, entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), by and

among WTMA, Merger Sub, and EM, which amended and restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

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

1 to Merger Agreement

November 11, 2024, WTMA entered into an Amendment No.

1 to Amended and Restated Agreement and Plan of Merger (the “Amendment”),

by and among WTMA, Merger Sub, and EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

Amendment amended and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company

Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part

of the Business Combination.

Equityholder Support and Lock-up Agreement

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 Equity

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

The Company will immediately be renamed Evolution Metals & Technologies Corp.

On November 6, 2024, the

Company entered into an Amended and Restated Agreement and Plan of Merger amended and restated the April 1, 2024 Merger Agreement.

CMR Merger Agreement

On February 10, 2025, as

part of the series of transactions contemplated by the Business Combination, the Company entered into an Agreement and Plan of Merger

(the “CMR Merger Agreement”), by and among the Company, 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 the Company.

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

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.

Under the terms of the Amended

and Restated Merger Agreement dated March 31, 2025, regarding the acquisition of CMR Merger Agreement, as previously filed in the Registration

Statement on Form S-4, the CMR Merger Agreement may be terminated in the event the business combination does not close by June 30, 2025.

On July 3, 2025, the CMR Merger Agreement was terminated.

Amendment No.

On November 11, 2024, the

Company entered into an Amendment No.

1 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

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

Amendment No.

1 amended and

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

to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part of the Business Combination.

Amendment No.

On February 10, 2025, the

Company entered into Amendment No.

2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

2”), which amended

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

Amendment No.

2 amended and

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

clarifying the amount of Company Membership Units to be received by Korea NewCo and US NewCo in connection with the transactions contemplated

by the Merger Agreement.

Further, 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 directors, which shall initially include six director nominees designated by EM

and reasonably acceptable to the Company, insofar as those nominees are elected to the New EM board of directors.

Finally, Amendment No.

2 replaced the form of the Amended and Restated Certificate of Incorporation to be filed immediately following the Effective Time with

the form attached as Exhibit A to Amendment No.

Amendment No.

On March 31, 2025, the

Company entered into Amendment No.

3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

3”), which amended

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

Amendment No.

On June 11, 2025, the Company

entered into an Amendment No.

4 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

4”), by and among

the Company, the Company’s Merger Subsidiary LLC (“Merger Sub”), and EM, which amended the Amended and Restated Agreement

and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company,

Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.

Amendment No.

On July 21, 2025, the Company

entered into an Amendment No.

5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

5”), by and among

the Company, the Company’s Merger Subsidiary LLC, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated

as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among

other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding

the acquisition of Critical Mineral Recovery, Inc.

and removing references to certain precedent step transactions related thereto.

Amendment No.

On January 5, 2026, the Company

entered into Amendment No.

6 to the Amended and Restated Agreement and Plan of Merger (the “Amendment No.

6”), which amended

the Amended and Restated Agreement and Plan of Merger, dated as of January 5, 2026, 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, the Company

entered into that certain Agreement and Plan of Merger, dated as of January 5, 2026, by and among the Company, 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 the Company.

On the Closing Date, pursuant to the Business Combination, the Company changed its name to Evolution

Metals& Technologies Corp.

Ancillary Agreements

Company Equityholder Support

and Lock-up Agreement

As a condition and inducement

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

(the “Company Equityholder”)

executed and delivered to the Company 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, the Company, the Sponsor, and the Company Minority Equity holders.

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 the Company’s 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.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

Sponsor Support and Lock-Up

Agreement) until such time to be mutually agreed by the parties after the Closing Date subject to the terms and conditions of the Company

Equityholder Support and Lock-up Agreement.

Sponsor Support and Lock-Up Agreement

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.

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

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

the persons set forth on Schedule I thereto.

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

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

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

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

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

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

and Lock-up Agreement.

Service Provider Agreements

10 unchanged sentences

Backstop Agreement

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 guaranteed any deficiency of restricted cash which may have existed as of December

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

Non-redemption Agreement

6 unchanged sentences

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

entity (“MergeCo”) of any future WTMA initial business combination to issue to such shareholders a certain number of additional

ordinary or common shares of MergeCo immediately following the consummation of an initial business combination, if they continue to hold

such Non-Redeemed Shares through the special stockholder meeting held on September 29, 2023.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

entity (“MergeCo”) of any future initial Business Combination to issue to such shareholders a certain number of additional

ordinary shares of MergeCo immediately following the consummation of an initial Business Combination, if they continue to hold such Non-Redeemed

Shares through the special stockholder meeting held on September 29, 2023.

On June 28, 2024, the Sponsor

and the Company have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially

and the Company entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially

the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company at the special meeting

held on June 28, 2024.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to cause MergeCo to

issue to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial business

combination if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on June 28, 2024.

In exchange for the foregoing commitment not to redeem such shares, the Sponsor agreed to cause MergeCo to issue

to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial Business Combination

if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on June 28, 2024.

On June 20, 2025 and June

23, 2025, in connection with the Extension Special Meeting, the Sponsor and the Company entered into Non-Redemption Agreements with several

unaffiliated third-party holders of the Company’s common stock (the “Investors”) on substantially the same terms in

exchange for their agreement to not redeem up to an aggregate of 704,097 shares of the Company’s common stock (the “Non-Redeemed

Shares”) in connection with the Extension Special Meeting.

In exchange for the foregoing commitment not to redeem such shares, the

Sponsor and the Company have agreed to cause the surviving entity (“MergeCo”) of any future the Company initial business combination

to issue to the Investors up to an aggregate of 35,205 ordinary shares of MergeCo immediately following the consummation of an initial

business combination if the Investors continue to hold such Non-Redeemed Shares through the Extension Special Meeting held on June 26,

The Non-Redemption Agreements

shall terminate on the earlier of (i) the failure of the Company’s stockholders to approve the Extension at the Extension Special

Meeting, (ii) the Company’s determination not to proceed with the Extension, (iii) the fulfillment of all obligations of parties

to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties

or (vi) if the applicable Investor exercises its redemption rights with respect to any Non-Redeemed Shares in connection with the Extension

Special Meeting and such Non-Redeemed Shares are actually redeemed.

On June 26, 2025, the Company

held the Extension Special Meeting and the Extension was approved by stockholders.

The Investors subject to the Non-Redemption Agreements

did not redeem their Non-Redeemed Shares in connection with the Extension Special Meeting.

Following the Extension Special Meeting, the

obligations of the parties under the Non-Redemption Agreements were fulfilled in accordance with their terms, and such agreements terminated.

Advisory Agreement

7 unchanged sentences

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

CCM shall receive 100,000 common shares

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

CCM shall receive 100,000 shares of common

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

Shares”), which Fee Shares shall be issued at the closing of the Business Combination in book entry form in the name of and delivered

7 unchanged sentences

The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension

is for at least twelve months, (iii) a minimum of $ 10,000,000 remains in the Trust Account immediately following the extension and (iv)

no more than 450,000 shares of the Post-Closing Company were committed to be issued to non-affiliate holders of WTMA’s shares in

connection with the extension, CCM shall receive 100,000 Fee Shares, which Fee Shares shall be issued at the closing of the Business Combination

in book entry form in the name of and delivered to CCM (or its designee).

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

issued, fully paid and nonassessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery

of the Fee Shares.

PIPE Anchor Equity Investment

On August 1, 2024, in support

of the Business Combination, inter alios, WTMA and EM have entered into a Term Sheet (the “Term Sheet”) with certain legally

binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment vehicle, to provide an

equity investment (“Anchor Equity Investor”) of US$ 500 million through a private investment in public equity (“PIPE

Anchor Equity Investment”) to be consummated concurrently with the Closing at a pre-money enterprise valuation for EM&T of US$ 6.2

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

Facility”) of up to US$ 6.2 billion to EM&T or to a subsidiary of EM&T guaranteed, inter alios, by EM&T to be consummated

concurrently with the Closing.

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

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

facility agreement, the Closing, and other closing conditions.

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

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

in connection with the extension, CCM shall receive 100,000 Fee Shares, which Fee Shares shall be issued at the closing of the Business

Combination in book entry form in the name of and delivered to CCM (or its designee).

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

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

delivery of the Fee Shares.

On June 20, 2025, the Company

engaged J.V.B.

Financial Group, LLC, acting through CCM to act as the Company’s capital markets advisor and placement agent in connection

with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed Post-Closing

The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension

is for at least three months, (iii) a minimum of $ 4,500,000 remains in the Trust Account immediately following the extension and (iv)

no more than 25,000 shares of the Company were transferred to non-affiliate holders of the Company’s founder shares or Target’s

equity in connection with the extension, CCM shall receive 15,000 of the Post-Closing Company, which Fee Shares shall be issued at the

closing of the Business Combination, in book entry form in the name of, and delivered to, CCM (or its designee).

The Fee Shares shall

be duly authorized, validly issued, fully paid and non-assessable as of the delivery of the Fee Shares.

On June 26, 2025, the Company’s

stockholders approved the Extension at the Extension Special Meeting, extending the date by which the Company must complete an initial

business combination by three months.

Following the Extension, and after giving effect to the redemptions elected in connection with the

Extension Special Meeting, the Trust Account held approximately $ 6.4 million;

such redemption is settled on July 7, 2025.

The number of

founder or target equity shares transferred to non-affiliate holders in connection with the extension was within the contractual limits

set forth in the engagement agreement with J.V.B.

Financial Group, LLC, acting through CCM.

As a result, the conditions to the issuance

of the 15,000 Fee Shares to CCM were satisfied, subject to the closing of the Company’s initial business combination.

Such Fee Shares

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

On October 29, 2025, the

Company engaged SKN Finance LTD (“SKN”), as its financial advisor and marketing agent in connection with its proposed business

combination with EM and the listing of the Company’s shares on NASDAQ.

In consideration of the Services, the Company shall pay SKN

upon upon the closing of the Business Combination an equity fee of 300,000 of the Company’s listed shares, to be included in the

next resale registration statement or pursuant to Rule 144, whichever occurs earlier.

On October 29, 2025, the

Company engaged Laura Anthony (“LA”), as its financial advisor and marketing agent in connection with its proposed business

combination with EM and the listing of the Company’s shares on NASDAQ.

In consideration of the Services, the Company shall pay LA

upon the closing of the Business Combination an equity fee of 15,000 shares of the Company’s common stock, par value $ 0.0001 per

share (“Common Stock”).

The Common Stock shall be subject to the registration rights agreement entered into by and between

the Parties on the date hereof (the “Registration Rights Agreement”).

Note 7 — Stockholders’ Deficit

4 unchanged sentences

The Company no longer has Class B common stock authorized.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

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

17 unchanged sentences

and 2024, the Company had a total of $0 and $0 , respectively, of U.S.

federal net operating loss carry overs available to offset

future taxable income.

federal net operating loss carry overs available to offset future

taxable income.

In assessing the realization

1 unchanged sentence

will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during

The ultimate realization of deferred tax assets is dependesnt upon the generation of future taxable income during

the periods in which temporary differences representing net future deductible amounts become deductible.

15 unchanged sentences

Income tax provision

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

The Company’s effective

tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs

associated with warrants and the recording of full valuation allowances on deferred tax assets.

The Company’s

effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction

costs associated with warrants and the recording of full valuation allowances on deferred tax assets.

The Company files income

20 unchanged sentences

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

stockholders, $ 841,386 of the interest earned on the Trust Account to pay franchise and income taxes of which no amount is reported as

restricted cash on the accompanying consolidated balance sheets.

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

as restricted cash on the accompanying consolidated balance sheets.

At December 31, 2025 and

6 unchanged sentences

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding

how to allocate resources and assess performance.

The Company’s chief

operating decision maker has been identified as the Chief Operating Officer (“CODM”), who reviews the operating results for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating segment.

TECHNOLOGY METALS ACQUISITION CORP.

Notes to Consolidated Financial Statements

financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”),

or group, in deciding how to allocate resources and assess performance.

The Company’s CODM

has been identified as the Chief Operating Officer , who reviews the operating results for the Company as a whole to make decisions about

allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating

When evaluating the Company’s

1 unchanged sentence

For the Year Ended

General and administrative expenses

Interest income from investments held in Trust Account

The key measures of segment

profit or loss reviewed by our CODM are interest income from investments held in Trust Account and general and administrative expenses.

The CODM reviews interest income from investments held in Trust Account to measure and monitor stockholders value and determine the most

effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative

expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business

combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

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

Interest income from restricted cash held in trust account

The key measures of segment

profit or loss reviewed by our CODM are interest income from restricted cash held in Trust Account and general and administrative expenses.

The CODM reviews interest income from restricted cash held in Trust Account to measure and monitor stockholders value and determine the

most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete

a Business Combination within the Business Combination Period.

The CODM also reviews general and administrative costs to manage, maintain

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

Note 11 — Subsequent Events

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in

the consolidated financial statements.

On December 31, 2024, the

Company received a Notice from the Nasdaq stating that the Company no longer complied with the Rule for continued listing on Nasdaq.

the Rule, the Company is required to complete its initial business combination within 36 months of the effectiveness of the Company’s

initial public offering registration statement, or by December 27, 2024, which the Company failed to do.

On February 5, 2025, the

Company entered into an Amendment No.

2 to Amended and Restated Agreement and Plan of Merger, by and among the Company, Merger Sub, and

EM, which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

CMR Merger Agreement

On February 10, 2025, as

part of the series of transactions contemplated by the Business Combination, the Company entered into an Agreement and Plan of Merger

(the “CMR Merger Agreement”), by and among the Company, 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 the Company.

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

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.

Ancillary Agreement Amendments

Company Equityholder Support

and Lock-up Agreement

On February 10, 2025, the

Company Equityholder executed and delivered to the Company an Amendment to Company Equityholder Support and Lock-up Agreement, pursuant

to which the term of the lock-up period contemplated thereby was extended to the third anniversary of the Closing.

Sponsor Support and Lock-Up

On February 10, 2025, the

Sponsor executed and delivered to EM an Amendment to Sponsor Support and Lock-up Agreement, pursuant to which the term of the lock-up

period contemplated thereby was extended to the third anniversary of the Closing.

Form 10-K Summary.

events and transactions that occurred after December 31, 2025, the balance sheet date, up to the date that the consolidated financial

statements were issued.

Based upon this review, the Company did not identify any other subsequent events that would have required adjustment

or disclosure in the consolidated financial statements, except for the following items.

Consummation of Business

On January 5, 2026, the Company

consummated the transactions contemplated by that certain Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024,

as further amended or supplemented from time to time (the “Merger Agreement”), by and among the Company, WTMA Merger Subsidiary

LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, EM, and the other parties thereto (the “Closing”).

The Company was the legal

acquirer in the transaction.

In connection with the Closing, WTMA Merger Subsidiary LLC merged with and into EM, with EM surviving as

a wholly owned subsidiary of the Company pursuant to the terms of the Merger Agreement.

Immediately upon the Closing, the Company changed

its corporate name to Evolution Metals & Technologies Corp.

(“EM&T”), and its common stock commenced trading on The

Nasdaq Stock Market under the ticker symbol “EMAT.”

Immediately following the

Closing, EM&T operates as a holding company and owns 100 % of EM, which in turn owns 100 % of Evolution Metals LLC (Korea) (“Korea

Korea DRE owns 100 % of KCM Industry Co., Ltd., KMMI Inc., Handa Lab Co., Ltd., and NS World Co., Ltd.

As a result of the

business combination, EM&T became a publicly traded operating company focused on midstream processing of critical materials, including

precious metals, battery metals, magnets & rare earth elements, and its related products.

Although the Company was

the legal acquirer, for accounting purposes the Business Combination is treated as a reverse recapitalization in accordance with U.S.

GAAP, with EM deemed to be the accounting acquirer and the Company treated as the acquired company.

Accordingly, the consolidated financial

statements of EM&T subsequent to the Closing will represent a continuation of the financial statements of EM, with the net assets

of the Company recorded at historical cost.

No goodwill or other intangible assets were recorded as a result of the transaction.

All outstanding

equity interests of EM were converted into shares of EM&T common stock in accordance with the exchange ratio established in the Merger

Beginning with the quarter

ending March 31, 2026, the Company’s periodic reports will reflect the consolidated operations, financial position, and cash flows

of EM&T and its subsidiaries.

EXHIBIT INDEX

Underwriting Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Chardan Capital Markets, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Amended and Restated Agreement and Plan of Merger, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (included as Annex A to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Amended and Restated Merger Agreement and Plan of Merger, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Annex A to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

1 to Amended and Restated Plan of Merger, dated November 11, 2024, by and amount Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (included as Annex A to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

1 to Amended and Restated Merger Agreement and Plan of Merger, dated November 11, 2024, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Annex A to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

2 to Amended and Restated Plan of Merger, dated February 10, 2025, by and amount Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (included as Annex A to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

2 to Amended and Restated Merger Agreement and Plan of Merger, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Annex A to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

3 to Amended and Restated Merger Agreement and Plan of Merger, dated March 31, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Annex A (Registration No.

333-283119) to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Amendment No.

4 to Amended and Restated Merger Agreement and Plan of Merger, dated June 11, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Annex A to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

5 to Amended and Restated Merger Agreement and Plan of Merger, dated July 21, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Annex A to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

6 to Amended and Restated Merger Agreement and Plan of Merger, dated January 5, 2026, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC.

(incorporated by reference to Exhibit 2.7 to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp.

3 unchanged sentences

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp., dated June 28, 2024 (incorporated by reference to Exhibit 3.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 5, 2024).

Amended and Restated By-Laws of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 3.4 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Certificate of Formation of Evolution Metals LLC (incorporated by reference to Exhibit 3.8 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Company Operating Agreement of Evolution Metals LLC (incorporated by reference to Exhibit 3.9 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of Critical Mineral Recovery, Inc.

(incorporated by reference to Exhibit 3.10 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Bylaws of Critical Mineral Recovery, Inc.

(incorporated by reference to Exhibit 3.11 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of Handa Lab Co., Ltd.

(incorporated by reference to Exhibit 3.12 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of KCM Industry Co., Ltd.

(incorporated by reference to Exhibit 3.13 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of KMMI INC.(incorporated by reference to Exhibit 3.14 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Articles of Incorporation of NS World Co., Ltd.

(incorporated by reference to Exhibit 3.15 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Second Amended and Restated Certificate of Incorporation of Evolution Metals & Technologies Corp.

(incorporated by reference to Current Report on Form 8-K/A filed with the SEC on January 9, 2026).

Amended and Restated Bylaws of Evolution Metals & Technologies Corp.

(incorporated by reference to Current Report on Form 8-K/A filed with the SEC on January 9, 2026).

Specimen Unit Certificate of Welsbach Technology Metals Acquisition Corp.

11 unchanged sentences

and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.2 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Specimen Membership Unit Certificate of Evolution Metals LLC (included in Exhibit 3.9 hereto) .

Specimen Convertible Preferred Unit Certificate of Evolution Metals LLC (incorporated by reference to Exhibit 4.7 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Specimen Stock Certificate of Critical Mineral Recovery, Inc.

(incorporated by reference to Exhibit 4.8 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Description of Securities.

Letter Agreement, dated December 27, 2021, by and among Welsbach Technology Metals Acquisition Corp., its officers, directors, certain advisors and Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Investment Management Trust Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated March 24, 2023 (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on March 28, 2023).

Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated September 29, 2023 (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Form 8-K filed with the SEC on October 3, 2023).

Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated June 28, 2024 (incorporated by reference to Exhibit 10.1 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 5, 2024).

Private Placement Units Purchase Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.6 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Form of Specimen Common Stock Certificate of Evolution Metals & Technologies Corp.

(incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Form of Extension Note (incorporated by reference to Exhibit 10.2 to Welsbach Technology Metals Acquisition Corp.’s Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023).

2 unchanged sentences

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated July 30, 2023 (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Working Capital Note (incorporated by reference to Exhibit 10.3 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 3, 2023).

Capital Note, dated September 30, 2024, between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated

by reference to Exhibit 10.12 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC

on November 12, 2024, as amended).

Backstop Agreement dated May 3, 2023 (incorporated by reference to Exhibit 10.3 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Stock Escrow Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp., Welsbach Acquisition Holdings LLC and Continental Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.3 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Registration Rights Agreement, dated December 27, 2021, by and among Welsbach Technology Metals Acquisition Corp.

and certain security holders (incorporated by reference to Exhibit 10.4 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

Share Compensation Agreement (incorporated by reference to Exhibit 10.1 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 16, 2023).

Share Compensation Agreement (incorporated by reference to Exhibit 10.2 of Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Administrative Support Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.9 of Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1/A, filed with the SEC on December 15, 2021).

Form of Indemnification Agreement of Welsbach Technology Metals Acquisition Corp.

(incorporated by reference to Exhibit 10.5 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No.

333-261467)).

Sponsor Support and Lock-up Agreement, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (included as Annex D to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Company Equityholder Support and Lock-up Agreement, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (included as Annex E to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Form of Evolution Metals & Technologies Corp.

2025 Equity Incentive Plan (included as Annex F to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Form of Registration Rights Agreement (included as Annex G to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Form of Evolution Metals & Technologies Corp.

Officers Employment Agreement (incorporated by reference to Exhibit 10.25 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of Indemnification Agreement of Evolution Metals & Technologies Corp.

Directors and Officers (incorporated by reference to Exhibit 10.26 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Agreement and Plan of Merger, dated as of February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., and NiCo Metals Group LLC (incorporated by reference to Exhibit 10.27 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of Korean Company Shareholder Side Letter(incorporated by reference to Exhibit 10.28 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated August 30, 2023 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 28, 2023 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated November 10, 2023 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated December 29, 2023 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated March 20, 2024 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated June 28, 2024 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 30, 2024 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated December 31, 2024 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated March 31, 2025 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated June 30, 2025 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 30, 2025 (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Description of Securities.

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd.

(incorporated by reference to Exhibit 10.29 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KCM Industry, Ltd.(incorporated by reference to Exhibit 10.30 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

(incorporated by reference to Exhibit 10.29 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KCM Industry, Ltd.

(incorporated by reference to Exhibit 10.30 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KMMI INC.

(incorporated by reference to Exhibit 10.31 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and NS World Co., Ltd.(incorporated by reference to Exhibit 10.32 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Investment Agreement, dated June 14, 2024, between Camston Wrather LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.33 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Convertible Promissory Note, dated June 28, 2024, between Camston Wrather Sub Co., LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.34 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Convertible Promissory Note, dated August 1, 2024, between Camston Wrather Sub Co., LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.35 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Convertible Promissory Note, dated September 3, 2024, between Camston Wrather Sub Co., LLC and Evolution Metals LLC(incorporated by reference to Exhibit 10.36 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

(incorporated by reference to Exhibit 10.31 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and NS World Co., Ltd.

(incorporated by reference to Exhibit 10.32 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd.

(incorporated by reference to Exhibit 10.48 to Post-Effective Amendment No.

2 to the Registration Statement (Registration No.

333-283119) on Form S-4 filed with the SEC on August 6, 2025).

Amendment No.

1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KCM Industry, Ltd.

(incorporated by reference to Exhibit 10.49 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and KMMI INC.

(incorporated by reference to Exhibit 10.50 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Amendment No.

1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and NS World Co.

(incorporated by reference to Exhibit 10.51 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Form of Registration Rights Agreement (incorporated by reference to Annex G to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-283119) filed with the SEC on August 6, 2025).

Company Equityholder Support and Lock-up Agreement, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (incorporated by reference to Annex E to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Amendment to Company Equityholder Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (incorporated by reference to Annex E to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Sponsor Support and Lock-up Agreement, dated November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (incorporated by reference to Annex D to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Amendment to Sponsor Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (incorporated by reference to Annex D to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Investment Agreement, dated July 18, 2024, between Springrock Management, Inc and Evolution Metals LLC(incorporated by reference to Exhibit 10.37 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Capital Note, dated December 30, 2024, between Welsbach Technology Metals Acquisition Corp.

and Welsbach Acquisition Holdings LLC (incorporated

by reference to Exhibit 10.38 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC

on November 12, 2024, as amended).

Amendment to Sponsor Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the persons set forth on Schedule I thereto (included as Annex D to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

Interco Master Trade Agreement, dated January 13, 2025, between Interco Trading, Inc.

1 unchanged sentence

333-283119) filed with the SEC on November 12, 2024, as amended).

Amendment to Company Equityholder Support and Lock-up Agreement, dated February 10, 2025, by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals LLC, Welsbach Acquisition Holdings LLC and the person set forth on Schedule I thereto (included as Annex E to the proxy statement/prospectus, which is part of the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended, and incorporated herein by reference).

CMR Advance Agreement, dated September 6, 2024, between Evolution Metals LLC and Critical Mineral Recovery, Inc.(incorporated by reference to Exhibit 10.42 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of EM Convertible Preferred Unit Holder Lock-up Agreement(incorporated by reference to Exhibit 10.43 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of NiCo Metals Group, LLC Lock-up Agreement(incorporated by reference to Exhibit 10.44 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Form of Korean Company Shareholder Lock-up Agreement(incorporated by reference to Exhibit 10.45 to the registrant’s Registration Statement on Form S-4 (File No.

333-283119) filed with the SEC on November 12, 2024, as amended).

Code of Ethics (incorporated by reference to Exhibit 14 to the registrant’s Registration Statement on Form S-1 (File No.

333-261467), filed with the SEC on December 2, 2021).

List of Subsidiaries.

Form of EM Convertible Preferred Unit Holder Lock-up Agreement (incorporated by reference to Exhibit 10.43 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Form of Korean Company Shareholder Lock-up Agreement (incorporated by reference to Exhibit 10.45 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Form of Director and Executive Officer Indemnification Agreement of Evolution Metals & Technologies Corp.

(incorporated by reference to Exhibit 10.26 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp.

and David Wilcox (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp.

and Frank Moon (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026)

Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp.

and Andrew F.

(incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp.

and Christopher Clower (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp.

and John Arrastia (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Evolution Metals & Technologies Corp.

2025 Equity Incentive Plan (incorporated by reference to Annex F to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4 filed with the SEC on August 6, 2025).

Code of Ethics (incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

List of Subsidiaries of Evolution Metals & Technologies Corp.

(incorporated by reference to Current Report on Form 8-K filed with the SEC on January 9, 2026).

Power of Attorney (included on the signature page hereto).

1 unchanged sentence

Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Principal Executive Officer and

Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

9 unchanged sentences

Furnished herewith.

Indicates a management or compensatory plan

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Form 10-K Summary.

Pursuant to the requirements

1 unchanged sentence

the undersigned, thereunto duly authorized.

March 25, 2025

WELSBACH TECHNOLOGY METALS

ACQUISITION CORP.

/s/ Daniel Mamadou

Daniel Mamadou

Evolution Metals & Technologies Corp.

/s/ Suk Jin Moon

Chief Executive Officer

1 unchanged sentence

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Mamadou and John Stanfield, and each of them,

PRESENTS, that each person whose signature appears below constitutes and appoints David Wilcox and Christopher Clower, and each of them,

his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and

10 unchanged sentences

the capacities and on the dates indicated.

/s/ Daniel Mamadou

Chief Executive Officer and Chairman of the Board of Directors

March 25, 2025

Daniel Mamadou

/s/ Suk Jin Moon

Chief Executive Officer

(Principal Executive Officer)

/s/ John Stanfield

Chief Financial Officer

March 25, 2025

John Stanfield

(Principal Financial and Accounting Officer)

/s/ Christopher Clower

Chief Operating Officer and Director

March 25, 2025

Chief Financial Officer and Chief Operating Officer

Christopher Clower

/s/ Dominik Oggenfuss

March 25, 2025

Dominik Oggenfuss

/s/ Matthew Rockett

March 25, 2025

Matthew Rockett

/s/ Justin Werner

March 25, 2025

Justin Werner

(Principal Financial and Accounting Officer)

/s/ David Wilcox

Executive Chairman of the Board of Directors

/s/ Saul Locker

/s/ Christopher C.

Christopher C.

/s/ Thomas Stoddard

Thomas Stoddard

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 9A. Controls and Procedures