Evolution Metals & Technologies Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. (a) Market Information The Company’s securities were previously traded under the symbols of its predecessor, Welsbach Technology Metals Acquisition Corp. (“WTMA”), on Nasdaq. WTMA’s units (each consisting of one share of common stock and one-half of one warrant), common stock, and rights were listed under the symbols “WTMAU,” “WTMA,” and “WTMAR,” respectively. At the effective time of the Business Combination between WTMA and Evolution Metals, each WTMA unit automatically separated into its component securities and ceased trading as a separate security. Upon completion of the Business Combination, the combined company, Evolution Metals & Technologies Corp. (“EM&T”), began trading on Nasdaq under the symbol “EMAT” for its Common Stock. EM&T’s Common Stock has been publicly traded only for a limited period following the completion of the Business Combination. Accordingly, there was no established public trading market for EM&T’s Common Stock prior to that time. On February 19, 2026, the last reported sale price of our Common Stock was $11.90 per share. (b) Holders On February 19, 2026, there were 73 holders of record of our common stock. (c) Dividends EM&T has not paid any cash dividends on its Common Stock to date. The Company currently intends to retain any future earnings, if any, to fund operations, support expansion, and service debt obligations, and therefore does not anticipate declaring or paying cash dividends in the foreseeable future. Any future determination to declare and pay dividends will be at the discretion of EM&T’s Board of Directors and will depend on, among other factors, the Company’s results of operations, financial condition, cash requirements, contractual restrictions, and other considerations that the Board may deem relevant. In addition, EM&T’s ability to pay dividends may be restricted by covenants under existing or future indebtedness incurred by the Company or its subsidiaries. (d) Securities Authorized for Issuance Under Equity Compensation Plans 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 allows the Company to make equity and equity-based incentive awards, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and certain other awards based on or related to shares of EMAT Common Stock, to officers, employees, directors and consultants. 225,000,000 shares of Common Stock are initially available for issuance or transfer pursuant to awards under the Equity Incentive Plan. On January 1st of each calendar year commencing January 1, 2026 and ending January 1, 2035, an additional number of shares of Common Stock will become available under the Equity Incentive Plan, with each such annual increase equal to the lesser of (A) 3% of the number of shares of Common Stock outstanding on December 31 st of the immediately preceding calendar year, or (B) such lesser number of shares of Common Stock as determined by the EM&T board of directors or the compensation committee of such board (the “Share Pool.) The Share Pool is subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, reverse stock split, other similar change in the corporate structure of EM&T, or other corporate transaction or event having an effect similar to any of the foregoing, as further described in the Equity Incentive Plan (each, an “Adjustment Event”). The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed 225,00,000, as adjusted for Adjustment Events in accordance with the terms of the Equity Incentive Plan. Outstanding Equity Awards at 2025 Fiscal Year End None. 49 (e) Recent Sales of Unregistered Securities During the past three years, the Company issued the following securities without registration under the Securities Act of 1933, as amended (the “Securities Act”): Non-Redemption Agreement In connection with the Company’s special meeting of stockholders held in June 2025 to approve an extension of the deadline to consummate a business combination from June 30, 2025 to September 30, 2025, the Company entered into a non-redemption agreement with certain stockholders pursuant to which an aggregate of 35,205 shares of common stock were issued to such stockholders in consideration for their agreement not to redeem their shares. The issuance of these shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. Issuances for Services During the fourth quarter of 2025, the Company issued an aggregate of 490,000 shares of common stock to certain service providers as consideration for services rendered to the Company. These issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering. No underwriting discounts or commissions were paid in connection with the foregoing issuances. Item 6. Reserved.