Evolution Metals & Technologies Corp.
For the period ended Dec 31, 2024. Filed Mar 25, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 25, 2025
EMAT$2.18+11.2%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
| Exhibit Number | Description |
| 1.1 | 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). |
| 2.1 | 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). |
| 2.2 | 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). |
| 2.3 | 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). |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp. (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 December 30, 2021). |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp., dated March 24, 2023 (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 March 27, 2023). |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisition Corp., dated September 29, 2023 (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 October 3, 2023). |
| 3.4 | 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). |
| 3.5 | 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)). |
| 3.6 | 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). |
| 3.7 | 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). |
| 3.8 | 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). |
| 3.9 | 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). |
| 3.10 | 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). |
| 3.11 | 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). |
| 3.12 | 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). |
| 3.13 | 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). |
| 4.1 | Specimen Unit Certificate of Welsbach Technology Metals Acquisition Corp. (incorporated by reference to Exhibit 4.1 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-261467)). |
| 4.2 | Specimen Common Stock Certificate of Welsbach Technology Metals Acquisition Corp. (incorporated by reference to Exhibit 4.2 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-261467)). |
| 4.3 | Specimen Right Certificate of Welsbach Technology Metals Acquisition Corp. (incorporated by reference to Exhibit 4.3 to Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-261467)). |
| 4.4 | Rights Agreement, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp. and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on December 30, 2021). |
| 4.5 | Unit Purchase Option, dated December 27, 2021, by and between Welsbach Technology Metals Acquisition Corp. 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). |
| 4.6 | Specimen Membership Unit Certificate of Evolution Metals LLC (included in Exhibit 3.9 hereto). |
| 4.7 | 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). |
| 4.8 | 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). |
| 4.9* | Description of Securities. |
| 10.1 | 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). |
| 10.2 | 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). |
| 10.3 | 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). |
| 10.4 | 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). |
| 10.5 | 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). |
| 10.6 | 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). |
| 10.7 | 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). |
| 10.8 | Promissory Note, dated June 25, 2021, issued to Welsbach Acquisition Holdings LLC (incorporated by reference to Exhibit 10.8 of Welsbach Technology Metals Acquisition Corp.’s Registration Statement on Form S-1/A, filed with the SEC on December 15, 2021). |
| 10.9 | Sponsor/Company Promissory Note dated May 25, 2023 (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 August 1, 2023). |
| 10.10 | 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). |
| 10.11 | 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). |
| 10.12 | Working 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). |
| 10.13 | 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). |
| 10.14 | 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). |
| 10.15 | 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). |
| 10.16 | 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). |
| 10.17 | 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). |
| 10.18 | 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). |
| 10.19 | 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). |
| 10.20 | 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)). |
| 10.21 | 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). |
| 10.22 | 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). |
| 10.23 | 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). |
| 10.24 | 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). |
| 10.25 | 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). |
| 10.26 | 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). |
| 10.27 | 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). |
| 10.28 | 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). |
| 10.29 | 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). |
| 10.30 | 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). |
| 10.31 | 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). |
| 10.32 | 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). |
| 10.33 | 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). |
| 10.34 | 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). |
| 10.35 | 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). |
| 10.36 | 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). |
| 10.37 | 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). |
| 10.38 | Working 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). |
| 10.39 | 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). |
| 10.40 | Interco Master Trade Agreement, dated January 13, 2025, between Interco Trading, Inc. and Evolution Metals LLC(incorporated by reference to Exhibit 10.40 to the registrant’s Registration Statement on Form S-4 (File No. 333-283119) filed with the SEC on November 12, 2024, as amended). |
| 10.41 | 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). |
| 10.42 | 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). |
| 10.43 | 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). |
| 10.44 | 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). |
| 10.45 | 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). |
| 14.1 | 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). |
| 21.1* | List of Subsidiaries. |
| 24.1* | Power of Attorney (included on the signature page hereto). |
| 31.1* | Certification of Principal Executive 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. |
| 31.2* | 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. |
| 32.1** | Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on April 16, 2024). |
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| March 25, 2025 | WELSBACH TECHNOLOGY METALS ACQUISITION CORP. | |
|---|---|---|
| By: | /s/ Daniel Mamadou | |
| Name: | Daniel Mamadou | |
| Title: | Chief Executive Officer |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.