Evolution Metals & Technologies Corp.

History of EM&T

Evolution Metals LLC (“EM”), a Delaware limited liability company, was formed in February 2024 for the purpose of building an integrated midstream and downstream critical materials platform focused on recycling, processing, and manufacturing products derived from end-of-life materials, including rare earth elements, permanent magnets, battery metals, and precious metals.

In connection with its formation, EM was organized as a holding company intended to acquire and integrate operating businesses with established commercial capabilities across critical materials recycling, metal and alloy manufacturing, and advanced materials processing.

Prior to the consummation of the Business Combination, EM completed the acquisition of (i) Handa Lab Co., Ltd., (ii) KCM Industry Co., Ltd., (iii) KMMI INC., and (iv) NS World Co., Ltd., each a corporation organized under the laws of the Republic of Korea (collectively, the “Korean Companies”). The Korean Companies operate commercial-scale facilities engaged in the production of rare earth oxides, metals, alloys, powders, and permanent magnets, and collectively represent the core operating assets of EM.

On January 5, 2026 (the “Closing Date”), WTMA Merger Subsidiary LLC, a wholly owned subsidiary of Welsbach Technology Metals Acquisition Corp. (“WTMA”), merged with and into EM pursuant to the Amended and Restated Agreement and Plan of Merger, with EM surviving as a wholly owned subsidiary of WTMA (the “Merger”). In connection with the Closing, WTMA changed its name to Evolution Metals & Technologies Corp. (“EM&T”).

As a result of the Business Combination, EM&T is a holding company, all of whose assets are held directly or indirectly by, and all of whose operations are conducted through, EM and its subsidiaries, including the Korean Companies. EM is the Company’s primary operating subsidiary and holds substantially all of the operating assets of the consolidated enterprise. As the sole equity owner of EM, EM&T exercises full control over the management and operations of EM and its subsidiaries.

Overview

Evolution Metals & Technologies Corp. is a fully integrated critical materials and technology company focused on building a secure, reliable, and self-sustaining U.S.-aligned supply chain for critical minerals and materials (“CMM”), including rare earth elements (“REEs”), primarily through the recycling of end-of-life materials (“urban mining”). End-of-life materials are recovered from products that have reached the end of their useful service life — such as batteries, electronic devices, motors, and magnets — which can no longer perform their intended function but still contain valuable metals and materials that can be recycled and reused in new manufacturing. EM&T owns and operates across the following midstream to downstream segments: (i) feedstock processing, (ii) oxide production, (iii) metal and alloy manufacturing, (iv) powder production, (v) the manufacture of bonded and sintered rare earth magnets, (vi) battery-grade sulfates and carbonates, (vii) precursor cathode active materials (“pCAM”), (viii) precious metals, and (ix) base metals. These outputs integrate directly into the supply chains of, and are suitable for direct delivery to, gigafactories, defense suppliers, original equipment manufacturers (“OEMs”), and refineries. EM&T’s own operations are supported by advanced recycling processes, proprietary automation, and artificial intelligence-enabled systems, allowing the Company to continue to operate at commercial scale using proven technologies and experienced operating personnel.

Vertically Integrated Platform and Closed-Loop Recycling Model

EM&T’s business model is centered on end-of-life materials recycling and urban mining, with a closed-loop design to convert waste streams into high-value inputs for downstream manufacturing. EM&T’s recycling operations recover high value base and precious metals, in a addition to the magnets from U.S. government classified and commercial end-of-life electronic waste, which are subsequently processed into saleable and usable concentrates, oxides, metals, alloys, powders, metallics, and ultimately finished bonded and sintered magnets; separately, EM&T’s spent lithium-ion battery recycling operations process batteries and battery materials into black mass concentrates, which are further refined into battery-grade sulfates, carbonates, and pCAM.

Through EM&T’s U.S.-based hydrometallurgical and pyrometallurgical processing infrastructure, EM&T processes concentrates, oxides, metals, alloys, finished magnets, carbonates, sulfates, pCAM, precious metals, and base metals for delivery to magnet manufacturers, OEMs, battery gigafactories, and smelters/refineries. EM&T believes that midstream battery and magnet materials are critical to supply chain resilience, cost stability and national security interests.

U.S. Industrial Campus Strategy

EM&T is developing a large-scale, integrated industrial campus in the United States designed to co-locate recycling, refining, and manufacturing operations across the rare earth magnet and battery materials value chain. This U.S. industrial campus is intended to serve as the Company’s primary domestic manufacturing and processing hub, enabling tight operational integration between feedstock intake, hydrometallurgical and pyrometallurgical processing, oxide and metal production, pCAM, and finished magnet manufacturing. EM&T’s U.S. industrial campus enables operational synergies across the full lifecycle of its products, including feedstock intake; hydrometallurgical and pyrometallurgical processing; production of oxides, metals, alloys, and powders; metallics; manufacturing of pCAM and finished bonded and sintered magnets; recovery and refining of battery materials; and the extraction of precious and base metals from end-of-life materials.

By consolidating these activities within a single industrial campus, EM&T believes it can reduce logistics complexity and inefficiencies, shorten production cycles, improve quality control, and enhance cost efficiency, while supporting secure domestic production for strategic end markets. The campus is designed to process multiple feedstock streams, including magnets, lithium-ion batteries, electronic scrap, and other secondary materials, and to produce finished products suitable for direct delivery to gigafactories, defense suppliers, OEM customers, and smelters/refineries.

Hydrometallurgy

EM&T believes that hydrometallurgy is a necessary and critical processing component for rare earth processing and recycled magnet conversion and that limited availability of a large-scale hydrometallurgical capacity outside of China has historically constrained non-Chinese rare earth supply chains. EM&T estimates that China controls nearly all of global hydrometallurgical processing capacity for rare earths, and EM&T believes that the absence of large commercial-scale hydrometallurgical facilities in the United States reflects a combination of feedstock availability challenges, capital intensity, permitting requirements, and waste management considerations.

As part of its U.S. industrial campus strategy, EM&T plans to develop large-scale hydrometallurgical processing facility in the United States designed to process recycled feedstock from magnets, batteries, and electronic scrap. EM&T intends for this facility to serve as a core component of its domestic midstream processing platform, supporting oxide production and downstream magnet manufacturing. EM&T believes that establishing domestic hydrometallurgical capacity is essential to reducing reliance on foreign processing infrastructure and enabling a closed-loop supply chain.

EM&T’s internal engineering team includes personnel with decades of experience in the design, construction, and operation of large commercial-scale hydrometallurgical facilities. EM&T believes that leveraging this operational experience reduces development and scale-up risk relative to first-time or greenfield entrants.

Technology, Automation, and Operational Capabilities

EM&T integrates proprietary artificial intelligence and smart machine technologies across its operating platform, including within its U.S. industrial campus, to automate key production and material-handling functions. These systems are designed to reduce labor intensity, improve process consistency, optimize throughput, and lower unit operating costs. The Company’s automation capabilities are embedded throughout its recycling, refining, and manufacturing operations and are intended to support scalable, repeatable, and high-reliability production.

Markets and End-Use Applications

EM&T supplies critical materials and manufactured products to customers across the automotive, renewable energy, consumer electronics, and defense sectors. The Company’s outputs are designed to serve as direct inputs for gigafactories and OEMs, supporting electrification, energy transition technologies, and defense-related manufacturing. EM&T’s U.S.-based industrial campus supports domestic industrial capacity while reducing reliance on foreign-controlled processing and refining infrastructure.

Strategy and Growth Objectives

EM&T’s mission is to become the U.S. champion in rare earth magnet, battery and critical materials midstream production. In pursuing this mission, EM&T believes that:

As part of its growth strategy, EM&T plans, in phase one, to:

EM&T further believes that:

Replication of Proven Commercial Operations

EM&T intends to achieve this scale by replicating and expanding its existing rare earth magnet production facilities in South Korea, which have manufactured rare earth magnets at commercial scale and supplied large global OEMs for more than 18 years. By deploying established processes, equipment configurations, and operational expertise into its U.S. industrial campus, EM&T seeks to accelerate capacity build-out while mitigating technology, scale-up, and execution risks. EM&T believes this strategy directly addresses long-standing global concentration in rare earth magnet processing by establishing a competitive, independent, and scalable U.S.-based alternative.

Three-Pronged Operating Platform

EM&T operates an integrated, three-pronged operating platform that spans (i) rare earth magnet manufacturing, (ii) lithium-ion battery materials recycling, and (iii) U.S. government and commercial e-waste processing. Each operating vertical is designed to convert end-of-life materials into high-value intermediate or finished products, with shared infrastructure, common processing capabilities, and centralized automation and control systems within EM&T’s U.S. industrial campus.

EM&T believes this integrated structure enables operating leverage, feedstock flexibility, and risk diversification across multiple critical material streams by allowing the Company to allocate capital, processing capacity, and technical resources dynamically across magnet, battery, precious metal, and base metal products in response to changes in feedstock availability, end-market demand, and pricing conditions. EM&T further believes that an integrated, multi-stream operating platform is required to achieve an economically feasible recycling-based business model, as it allows the Company to recover and monetize the full spectrum of valuable materials contained in end-of-life feedstock, rather than relying on the recovery of only one or two material outputs.

EM&T believes that extracting value across magnets, battery materials, base metals, and precious metals improves overall recovery economics, enhances margin stability, and reduces sensitivity to price volatility in any single material market, thereby supporting sustainable, large-scale operations.

1. Rare Earth Magnet Value Chain Operations

EM&T’s rare earth magnet operations span the complete value chain from end-of-life materials to finished magnet products. The Company processes U.S. government and commercial electronic waste and spent magnet feedstock into neodymium-praseodymium (“NdPr”) and heavy rare earth element oxides, which are further converted into rare earth metals, alloys, powders, and flakes. These intermediate materials are then manufactured into bonded and sintered rare earth magnets for use in electric motors, wind turbines, and electronic applications.

EM&T believes its ability to integrate recycling, midstream processing, and downstream magnet manufacturing within a single operating platform differentiates the Company from competitors that operate only at isolated stages of the value chain. EM&T’s rare earth magnet operations are designed to support large-scale, domestic production with minimal reliance on foreign processing.

2. Lithium-Ion Battery Materials Recycling Operations

EM&T’s lithium-ion battery operations focus on the recycling of batteries and battery production scrap into intermediate materials suitable for reuse in battery manufacturing. Feedstock is processed into black mass, which is subsequently refined into battery-grade sulfates, carbonates, and precursor cathode active materials (“pCAM”). These materials are designed for direct sale to battery manufacturers and gigafactories.

EM&T believes that integrating battery recycling with rare earth magnet processing creates operational synergies at the midstream level, particularly in hydrometallurgical processing, materials handling, and automation. The Company’s battery materials operations are intended to support domestic battery supply chains while reducing dependence on imported critical battery inputs.

3. U.S. Government and Commercial E-Waste Operations

EM&T operates secure e-waste recycling operations that process both classified and unclassified electronic scrap generated by U.S. government agencies and commercial customers. These operations recover non-ferrous metal concentrates and precious metals, including gold, silver, palladium, and copper, which are refined into saleable products or reintroduced into downstream industrial applications.

EM&T believes that secure handling and processing of government-related e-waste represents a differentiated capability and a stable, recurring source of end-of-life materials. The Company’s e-waste operations also provide an additional source of feedstock for EM&T’s hydrometallurgical/pyrometallurgical processing facilities, supporting utilization rates and feedstock diversification across the broader platform.

4. Magnet and Battery Materials Recycling

EM&T believes there is a high correlation between the two business as Lithium Fluoride is a complementary material to magnet production.

Across all verticals, EM&T employs robotics, automation, and artificial intelligence-enabled systems to improve efficiency, reduce operating costs, and enhance quality control. EM&T believes that operating these three value chains within a unified industrial and technological framework allows the Company to optimize capital deployment, share processing infrastructure, and respond flexibly to changes in feedstock availability and end-market demand.

EM&T believes that this three-pronged operating model — anchored in recycling, midstream processing, and domestic manufacturing — positions the Company to support the development of a resilient U.S. supply chain for rare earth magnets, battery materials, and other critical minerals and materials.

Feedstock Strategy: End-of-Life Electronic Scrap and Urban Mining

EM&T plans to source a significant portion of its rare earth feedstock from electronic scrap (“e-scrap”), including classified and unclassified materials generated by U.S. government agencies and commercial markets. EM&T believes that classified e-scrap generated by U.S. government and defense-related agencies represents a long-duration, recurring source of end-of-life materials, driven by regular equipment refresh and replacement cycles. EM&T further believes that substantial quantities of such materials have historically been stockpiled or disposed of due to limited domestic recycling and processing solutions.

By focusing on end-of-life materials, EM&T believes its feedstock strategy reduces dependence on primary mining and avoids certain challenges associated with upstream extraction, including radioactive ore handling and waste management. EM&T believes that processing recycled feedstock simplifies downstream conversion into rare earth magnets and supports the retention of critical materials within the United States that would otherwise be exported or disposed of.

In addition to classified materials, EM&T plans to source feedstock from unclassified U.S. government e-scrap, domestic commercial e-scrap markets, and selected international recycling partners. EM&T believes the commercial e-scrap market is diversified, mature, and supported by a broad supplier base. As commercial rare earth recycling markets continue to develop, EM&T expects to be a significant purchaser of such feedstock, supported by anticipated scale and processing capacity. EM&T believes that scale purchasing power may provide cost and supply advantages relative to smaller processors.

EM&T’s Existing Rare Earth Magnet Manufacturing Plants in South Korea

Management and Engineering Capabilities

EM&T’s operations and growth strategy are led by an experienced management and engineering team with extensive technical and operational expertise across the rare earth magnet and critical materials value chain. EM&T’s Chief Executive Officer, Mr. Frank Moon, leads the Company’s engineering and technical functions and is responsible for overseeing the design, construction, and operation of EM&T’s processing and manufacturing facilities, including its planned U.S. industrial campus.

EM&T believes that Mr. Moon and the engineering team he leads possess significant real-world, commercial-scale experience across the full rare earth magnet supply chain. Over the course of their careers, members of EM&T’s engineering team have been involved in the design, engineering, construction, commissioning, and operation of facilities spanning feedstock receiving, crushing, shredding, and separation; hydrometallurgical and pyrometallurgical processing, including solvent extraction; and downstream metal making, alloy production, and rare earth magnet manufacturing.

EM&T’s engineering organization consists of approximately 42 engineers, including approximately 11 individuals holding doctoral degrees. EM&T believes this team reflects a depth of technical capability that is uncommon among non-Chinese rare earth magnet manufacturers. The team’s educational backgrounds include leading academic institutions in the Republic of Korea, and their professional experience includes prior roles at global industrial and technology companies, including LG, Samsung, Apple, ASM, Santoku, Magnequench, and Neo Performance Materials. EM&T believes that this combination of academic training and industrial experience supports disciplined execution, operational reliability, and scalability as the Company expands its manufacturing and processing footprint in the United States.

EM&T believes that its management and engineering capabilities, together with its vertically integrated business model and replication-based scaling strategy, materially reduce technology, construction, and operational execution risks relative to first-time or greenfield market entrants*.*

Engineering, EPC, and Technical Partnerships

EM&T’s facility development, scale-up strategy, and U.S. industrial campus execution are supported by a network of established engineering, EPC, and technical research partners. EM&T believes these partnerships enhance execution certainty by combining proven engineering design, industrial construction expertise, and applied research capabilities across the rare earth magnet and critical materials value chain.

EM&T works with TAEIL Engineering, a South Korea-based engineering, procurement, and construction (“EPC”) firm, as a strategic EPC partner on its plant development projects. TAEIL Engineering works jointly with EM&T’s internal engineering team and Korea-based research institutions on facility design and execution. TAEIL Engineering has served as an EPC contractor for major industrial clients, including Hyundai, Kia, and POSCO, and EM&T believes this experience supports disciplined execution, schedule control, and industrial-scale build-out.

EM&T also collaborates with Korea Institute of Geoscience and Mineral Resources (“KIGAM”), Korea’s national institute for geoscience and mineral resources research. KIGAM has conducted rare earth element research and development for more than a century and is recognized as a global authority in rare earth separation, processing, and magnet materials technology. EM&T believes KIGAM’s technical expertise supports process validation, technology transfer, and optimization of hydrometallurgical and downstream magnet production systems.

In addition, EM&T works with Korea Institute of Industrial Technology (“KITECH”), a Korean government-backed applied research institute focused on industrial manufacturing technologies. KITECH specializes in advanced materials and magnet technologies and plays a role in bridging fundamental research and industrial-scale commercialization within Korea’s manufacturing sector. EM&T believes KITECH’s applied research capabilities support manufacturability, process scalability, and quality consistency.

For U.S.-based engineering and construction integration, EM&T works with Stockwell Engineers, an EPC firm based in the United States. Stockwell Engineers is expected to coordinate U.S. engineering, permitting, and construction activities and to integrate domestic execution with EM&T’s Korean engineering partners, including TAEIL Engineering, KIGAM, and KITECH. EM&T believes this integrated EPC approach supports compliance with U.S. regulatory requirements while maintaining continuity with proven engineering designs and operating standards.

EM&T believes that the combination of its internal engineering team and these external engineering and research partners reduces execution risk associated with facility design, construction, and scale-up, particularly as the Company replicates and deploys proven magnet manufacturing and processing technologies within its planned U.S. industrial campus.

EM&T’s Journey from South Korea to USA

Market

Global Demand for Critical Minerals and Materials

EM&T believes global demand for critical minerals and materials (“CMM”) is being driven by the accelerating electrification and digitization of industrial supply chains, including artificial intelligence (“AI”), data centers, semiconductor manufacturing, advanced robotics, industrial automation, energy infrastructure, defense systems, and electrified transportation. These applications increasingly rely on high-performance permanent magnets, battery materials, copper, and other base metals to enable efficient power conversion, precision motion, energy storage, and thermal management.

EM&T believes that, while electric vehicles (“EVs”) remain an important contributor to demand, growth in AI-driven computing, semiconductor fabrication, and advanced industrial automation is becoming an equally significant and structurally durable driver of CMM consumption. These high-technology applications require reliable access to magnet-grade rare earth materials, lithium, nickel, cobalt, manganese, copper, and related base metals, with consistent quality and traceability.

AI, Data Centers, Semiconductors, and High-Technology Applications

EM&T believes the rapid expansion of AI and data-center infrastructure is increasing demand for CMM outputs that are central to EM&T’s product portfolio, including rare earth magnets, copper and other base metals, and battery materials such as lithium, nickel, cobalt, and manganese. The IEA has projected that global electricity consumption by data centers could more than double to approximately 945 TWh by 2030 (base case), with AI identified as a primary driver of this growth. EM&T believes this buildout increases demand for electrified power distribution equipment, cooling systems, industrial pumps and compressors, robotics and automation, and backup and grid-support systems. EM&T believes these systems translate into incremental demand for (i) copper and base metals, which are essential for electrical conductivity across power distribution, transformers, switchgear, cabling, and thermal management hardware, and (ii) rare earth permanent magnets, which are used in high-efficiency motors, actuators, and precision motion systems across factory automation, robotics, and semiconductor equipment toolchains. In addition, EM&T believes AI-driven growth increases demand for stationary energy storage and grid-stabilization systems, which utilize lithium-ion batteries incorporating lithium, nickel, cobalt, and manganese.

End-of-Life Materials, Closed-Loop Recycling, and Urban Mining

EM&T believes a defining characteristic of CMM markets is that, while products such as batteries, motors, electronic devices, and magnets reach end-of-life, the underlying metals and materials do not lose their intrinsic value and can be recovered and reused if appropriate processing infrastructure exists. EM&T believes this dynamic supports the expansion of closed-loop recycling and “urban mining” models, analogous to those long established in base and precious metals markets.

EM&T believes copper provides an illustrative precedent for circularity: the International Copper Association cites estimates that approximately two-thirds of the copper produced since 1900 remains in productive use today, reflecting copper’s recyclability and long service life. EM&T believes critical materials markets — particularly magnets and battery materials — are increasingly moving toward similar circular frameworks as governments and supply chains prioritize improved security, sustainability, and reduced reliance on geopolitically concentrated processing hubs.

Battery Materials and Recycling Market

EM&T believes demand for battery materials is driven by the continued expansion of electrified transportation, stationary energy storage systems, industrial electrification, and AI-related infrastructure. According to Precedence Research’s Battery Market Size, Share, and Trends 2024 to 2034, the global battery market, including small consumer batteries, was valued at approximately $125.35 billion in 2023 and is expected to grow to approximately $367.97 billion by 2030, reflecting rapid growth in medium- and large-format batteries used in electric vehicles and energy storage systems. EM&T believes this growth trajectory has increased demand for critical battery raw materials, including lithium, nickel, cobalt, manganese, copper, and graphite, and has contributed to periodic raw material shortages and price volatility.

McKinsey’s Battery 2035: Building New Advantages, indicates that global battery demand is expected to increase from approximately 1.6 terawatt-hours (“TWh”) in 2025 to approximately 4.2 TWh by 2030 and 6.8 TWh by 2035, with more than 85% of total demand attributable to lithium-ion batteries, driven primarily by continued growth in battery electric vehicles and stationary energy storage systems. EM&T believes that this expanding demand for lithium-ion batteries is placing increasing pressure on primary supply chains, particularly for lithium and cobalt, while markets for nickel, manganese, and graphite are also expanding in scale. EM&T believes these dynamics underscore the importance of developing resilient midstream processing and recycling capacity to supplement primary supply, mitigate material shortages, and support long-term growth in battery manufacturing.

EM&T also believes recycling of lithium-ion batteries represents a critical component of future battery supply chains. According to Fortune Business Insights: Lithium-Ion Battery Recycling Market Size, Share & Industry Analysis, the global lithium-ion battery recycling market was valued at approximately $3.79 billion in 2023 and is projected to grow to approximately $23.21 billion by 2032, representing a compound annual growth rate of approximately 22.75%. EM&T believes growth in battery recycling is driven by increasing volumes of end-of-life batteries, manufacturing scrap, and government policies supporting domestic battery supply chains.

In addition, EM&T notes that lithium supply constraints are expected to intensify over the coming decade. According to the Center on Global Energy Policy at Columbia University, global lithium demand is increasing by approximately 250,000 to 300,000 tonnes of lithium carbonate equivalent (“LCE”) per year, representing roughly half of total global lithium supply in 2021, and many market participants expect potential supply shortfalls by 2030 due to long development timelines, capital constraints, and regulatory challenges associated with new mining projects. EM&T believes these conditions further reinforce the strategic importance of recycling end-of-life batteries and converting recovered materials into black mass and subsequently into battery-grade sulfates, carbonates, and pCAM, subject to the availability of feedstock, energy, and commercial-scale processing capacity.

Global Rare Earth Magnet Market and High-Performance Magnets

EM&T believes the global rare earth magnet market is characterized by strong and sustained demand growth across multiple end markets, including electric vehicle motors, industrial automation, robotics, wind turbines, defense systems, medical devices, and semiconductor manufacturing equipment. According to Verified Market Forecast: Global Magnets and Magnetic Materials Market By Type, the global magnet and magnetic materials market was valued at approximately $10.46 billion in 2023 and is expected to grow to approximately $15.05 billion by 2030, representing a compound annual growth rate of approximately 6.26%. EM&T believes a significant portion of this growth is attributable to increasing demand for neodymium-iron-boron (“NdFeB”) magnets, driven by the need for materials that can maintain performance under higher temperatures and mechanical stress as electric motors, generators, and other high-performance applications advance.

EM&T believes NdFeB magnets represent the most important category of permanent magnets due to their high power density, efficiency, and suitability for compact and high-performance designs. EM&T further believes that a critical distinction exists between low-performance rare earth magnets and high-performance rare earth magnets. High-performance magnets are engineered to operate reliably in high-temperature and high-stress environments and are required in advanced industrial, technology, and defense applications. EM&T believes that nearly all advanced industries depend on these high-performance magnets.

High-performance rare earth magnets typically require the addition of heavy rare earth elements, primarily dysprosium (“Dy”) and/or terbium (“Tb”), generally in the range of approximately 1% to 4% by weight, to maintain magnetic performance under elevated operating conditions. EM&T believes magnets that do not incorporate Dy or Tb are generally unsuitable for many high-performance applications, whereas low-performance magnets without these elements are primarily used in lower-stress or commodity applications.

China’s Dominance and Export Controls on High-Performance Magnets

EM&T believes the global rare earth magnet market remains highly concentrated, with China holding a dominant position across midstream processing, refining, and magnet production. The IEA has reported that China’s share of refining is approximately 35% for nickel, 50 – 70% for lithium and cobalt, and nearly 90% for rare earth elements, and the IEA’s 2024 outlook indicates continued dominance in magnet-related supply chains.

EM&T believes China has increasingly used this position to exert influence over global supply chains. EM&T notes that recent export control measures implemented by China’s Ministry of Commerce restrict the export of certain rare earth materials and magnets, including magnets containing more than de minimis levels of Dy and Tb. EM&T believes that, because Dy and Tb are essential for high-performance magnets, these controls effectively remove most high-performance rare earth magnets from the export market.

EM&T further believes that China’s export licensing regime may require foreign buyers to disclose sensitive technical and product information, and that supply concentration creates risks related to availability, pricing predictability, and intellectual property exposure for non-Chinese manufacturers.

Structural Dependence Driven by Midstream Processing Constraints

EM&T believes Western industries are dangerously dependent on China for rare earth magnets due to structural limitations in non-Chinese midstream processing and refining capacity. EM&T believes that regulatory constraints associated with processing radioactive rare earth ores, high capital expenditure requirements, environmental permitting challenges, and limited availability of specialized expertise have historically restricted the development of large-scale processing infrastructure outside China.

EM&T estimates that China controls a substantial majority of global hydrometallurgical processing capacity for rare earth elements, and EM&T believes that the absence of large commercial-scale rare earth hydrometallurgical facilities in the United States reflects a combination of feedstock availability challenges, high capital intensity, complex environmental permitting requirements, and waste and tailings management considerations. According to the International Energy Agency (“IEA”), China accounts for approximately 85 – 90% of global rare earth refining and separation capacity, including hydrometallurgical processing, while non-Chinese capacity remains limited and fragmented.

As a result, EM&T believes China controls pricing, supply growth, and downstream availability across magnets, oxides, metals, battery materials, and related critical mineral products, while pursuing long-term strategies to dominate downstream finished goods markets, including EVs, renewable energy systems, and defense products.

Competitive Landscape Outside China

EM&T believes that, based on publicly available announcements and industry research, non-China rare earth magnet producers have collectively announced approximately 30,000 tonnes per year of planned manufacturing capacity. EM&T estimates this represents approximately 15% of projected global rare earth magnet demand outside China. EM&T further believes that a significant portion of this announced capacity consists primarily of low-performance magnets and is fragmented across numerous smaller producers rather than concentrated in integrated, commercial-scale platforms.

EM&T estimates that many of these projects are not expected to reach meaningful commercial production until approximately 2028 to 2030 due to permitting, capital, technology qualification, and execution challenges. EM&T believes these factors contribute to a continued supply gap for high-performance rare earth magnets outside China in the near- to medium-term.

Industry Challenges and Constraints

EM&T believes several structural challenges continue to limit the development of resilient, non-Chinese CMM supply chains:

●Midstream processing bottlenecks: EM&T believes insufficient commercial-scale hydrometallurgical and refining capacity outside China remains the principal constraint in rare earth and battery material supply chains.

●Access to scalable feedstock: EM&T believes many projects struggle to secure consistent volumes of end-of-life or secondary feedstock at predictable cost.

●Low-cost energy availability: EM&T believes energy cost and reliability are critical to the economics of recycling and midstream processing at scale.

●Limited experienced personnel: EM&T believes shortages of specialized engineers and operators with real-world hydrometallurgical and magnet manufacturing experience constrain execution.

●Geopolitical and policy risk: EM&T believes supply concentration heightens exposure to export controls, trade restrictions, and political mandates.

Intellectual Property

EM&T owns and develop valuable IP in the form of proprietary technologies, trade secrets, and patents related to recycling processes, magnet manufacturing, and AI-driven smart machines.

EM&T’s approach to IP focuses on supporting its Operating Companies in protecting and expanding their IP portfolios. This includes supporting them in securing patents for proprietary processes, maintaining trade secrets, and ensuring that each operating entity’s technological innovations are adequately safeguarded. EM&T will work to ensure that its subsidiaries’ IP is properly managed, with a focus on preventing unauthorized use or infringement.

The IP portfolio primarily includes patents held by Handa Lab, and NS World. Below is a summary of the material patents, their scope, and registration details of the co-registrants.

Handa Lab holds several material patents related to autonomous charging systems, robotic towing mechanisms, and advanced inspection technologies. These include the Intelligent Autonomous Charging System, registered on April 4, 2024, under Registration No. 10-2656274, and the Pick Up System of Autonomous Charging Robot for Electric Vehicle, registered on September 19, 2023, under Registration No. 10-2582166. Additionally, Handa Lab has applied for the Towing Apparatus for Autonomous Vehicles and Automatic Charging System, filed on September 20, 2023 (Application No. 10-2023-0125934), and the U.S. patent for Electronic Acknowledgment Receipt, filed on October 19, 2023 (Application No. 18381777). These patents support Handa Lab’s leadership in robotics and automation technologies. EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage. These trade secrets and process designs represent a significant asset for EM&T.

KCM holds the patent for Compound for Bonded Magnet Resin and Manufacturing Method, which focuses on the development of advanced materials for bonded magnets. This patent, registered on February 6, 2013, under Registration No. 10-1232661, enhances the company’s capabilities in manufacturing sustainable and high-performance magnetic materials. EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage. These trade secrets and process designs represent a significant asset for EM&T.

NS World shares the patent for Compound for Bonded Magnet Resin and Manufacturing Method (Registration No. 10-1232661), which it co-owns with KCM. This patent underpins the company’s expertise in rare earth magnet manufacturing and innovative material processing. EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage. These trade secrets and process designs represent a significant asset for EM&T.

KMMI Inc. does not hold any material patents. However, it relies on proprietary processes and operational expertise in high-pressure gas storage systems and rare earth element processing. These capabilities are strategically significant but are not currently protected by formal intellectual property registrations. EM&T safeguards this intellectual property through robust protection measures and will evaluate the potential for registering patents to secure and enhance its competitive advantage. These trade secrets and process designs represent a significant asset for EM&T.

The patents referenced above are valid for 20 years from their filing dates, with expiration dates ranging from 2033 to 2044. Trademarks associated with these entities are also maintained and renewed in accordance with the laws of their respective jurisdictions. The intellectual property portfolio provides significant competitive advantages and aligns with EM&T’s strategy of leveraging technology to dominate the REE supply chain.

Subsidiaries

Recent Developments

On January 5, 2026 (the “Closing Date”), following the approval at the special meeting of the shareholders of Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”), held on September 2, 2025, WTMA Merger Subsidiary LLC, a Delaware limited liability company, and a wholly owned subsidiary of WTMA (the “Merger Sub”) consummated a merger (the “Merger”) with and into Evolution Metals LLC, a Delaware limited liability company (“EM”) pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, as amended by Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, as amended by Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025, as amended by Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated July 21, 2025, and as amended by Amendment No. 6 to Amended and Restated Agreement and Plan of Merger, dated January 5, 2026 (the “Merger Agreement”). Accordingly, the Merger Agreement was adopted, and the Merger and other transactions contemplated thereby (collectively, the “Business Combination”) were approved and completed. At the closing of the Business Combination (the “Closing”) on January 5, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into EM, with EM surviving the Merger as a wholly owned subsidiary of WTMA. On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals & Technologies Corp. As part of the Business Combination and prior to the closing of the Merger, EM acquired Handa Lab Co., Ltd., a Korean company (“Handa Lab”), KCM Industry Co., Ltd., a Korean company (“KCM”), KMMI INC., a Korean company (“KMMI”), and NS World Co., Ltd., a Korean company (“NS World” and, collectively with Handa Lab, KCM and KMMI, referred to as the “Korean Companies”).

On January 5, 2026, WTMA, entered into Amendment No. 6 to the Amended and Restated Agreement and Plan of Merger, which amended the Amended and Restated Agreement and Plan of Merger, 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, WTMA entered into that certain Agreement and Plan of Merger, dated as of January 5, 2026, by and among WTMA, 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 WTMA. On the Closing Date, pursuant to the Business Combination, WTMA changed its name to Evolution Metals& Technologies Corp.

Precedent Transaction Agreements

As contemplated by the Merger Agreement, EM and WTMA entered into the following transactions that were consummated in connection with the Closing (the “Precedent Transactions”) in order to effectuate the Business Combination and which occurred prior to or at the Closing.

On January 5, 2026, in the first step of the Precedent Transactions, the EM Equityholder formed a wholly owned subsidiary and Delaware corporation (“US NewCo”) and immediately thereafter contributed 13,000 of the limited liability company common member units of EM (the “EM Member Units”) to US NewCo in exchange for 100 shares of common stock of US NewCo.

On January 5, 2026, in the second step of the Precedent Transactions, EM formed (i) a wholly owned subsidiary and Korean Chusik Hosea company (“Korea NewCo”) and (ii) a wholly owned subsidiary and Korean non-Chusik Hosea company (“Korea DRE”).

On January 5, 2026, in the third step of the Precedent Transactions, Korea DRE elected to be classified as a disregarded entity for U.S. federal income tax purposes.

On January 5, 2026, in the fourth step of the Precedent Transactions, EM contributed $78,870,000 (the “Capital Contribution”) to the capital of, and assigned its rights under certain heads of agreement between EM and each of the Korean Companies to Korea NewCo.

On January 5, 2026, in the fifth step of the Precedent Transactions, EM caused Korea NewCo to distribute the Capital Contribution to EM in exchange for 16,571 EM Member Units.

On January 5, 2026, in Step 6-A of the Precedent Transactions, Korea NewCo acquired Korean DRE from EM in exchange for KRW 10,000,000, after which Korea DRE became a wholly owned subsidiary of Korea NewCo.

On January 5, 2026, in Step 6-B of the Precedent Transactions, each equity holder of each of the equityholders of each of the Korean Companies (collectively, the “Korean Equityholders”) who did not exercise his, her or its appraisal rights with respect to all of his, her or its equity interests in the applicable Korean Company exchanged, pursuant to certain share exchange agreements, as amended (the “Korean Company Exchange Agreements”), those of his, her or its equity interests in the applicable Korean Company owned by such equityholder with respect to which such equityholder did not exercise the appraisal right for the respective portions of the EM Member Units and the remaining EM Member Units, which represented the fair market value of the shares of the Korean Companies with respect to which the appraisal rights are exercised, were transferred by Korea NewCo to each applicable Korean Company.

On January 5, 2026, in Step 6-C of the Precedent Transactions, Korea NewCo, pursuant to an agreement and plan of merger, merged with and into Korea DRE, such that the separate existence of Korea NewCo ceased and Korea DRE became the surviving company.

On January 5, 2026, EM and the applicable Korean Companies executed the Step 6-D transaction documents providing for EM’s acquisition of all EM Member Units held by such Korean Companies for an aggregate purchase price of $48,118,084. The payment of Step 6-D is contractually required to occur on the earlier of (i) 14 calendar days following EM’s consummation of a capital raise exceeding $50,000,000, or (ii) the third anniversary of the Korean Company Exchange Agreements, after which the Korean Companies will become wholly owned subsidiaries of Korea DRE following the required redemptions of interests subject to appraisal rights.

On January 5, 2026, in the seventh step of the Precedent Transactions, Merger Sub merged with and into US NewCo pursuant to Step 7 Merger Agreement, such that (i) the separate existence of Merger Sub ceased and US NewCo became the surviving corporation and a wholly owned subsidiary of WTMA and (ii) the EM Equityholder received $61,875,098 worth of WTMA Common Stock in consideration for such merger.

On January 5, 2026, the Merger and related transactions consummated under the Merger Agreement at the Closing were the eighth step of the Precedent Transactions and occurred immediately following the seventh step of the Precedent Transactions.

Registration Rights Agreement

In connection with the Closing, EMAT, WTMA’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”), certain former holders of WTMA Common Stock, certain former members of EM and certain other entities (such holders, collectively, the “RRA Holders”) entered into the Amended and Restated Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”), pursuant to which, among other things, EMAT is obligated to file, within 180 days following the Closing Date, a shelf registration statement to register the resale of certain securities of EMAT, including EMAT Common Stock, held by the RRA Holders after the Closing. The Registration Rights Agreement also provides the RRA Holders with certain demand and piggy-back registration rights, subject to certain requirements and customary conditions.

The Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the Closing Date and (b) with respect to any RRA Holder, on the date that such RRA Holder no longer holds any securities permitted to be registered pursuant to the Registration Rights Agreement.

EM Equityholder Support and Lock-up Agreement

In connection with the execution of the Merger Agreement, on November 6, 2024, and amended on February 10, 2025, WTMA entered into the EM Equityholder Support and Lock-up Agreement, as amended, (the “EM Equityholder Support and Lock-up Agreement”) by and among WTMA, EM, the Sponsor and the EM Equityholder. Pursuant to the EM Equityholder Support and Lock-up Agreement, the EM Equityholder acknowledged that he read the Merger Agreement and agreed to, among other things, approve, consent to, and adopt the Merger Agreement, any document contemplated by the Merger Agreement and the transactions contemplated therein by written resolutions undertaken in his capacity as member and manager of EM, as contemplated by the Business Combination including by consenting to certain matters as specified in the EM Equityholder Support and Lock-up Agreement. Pursuant to the EM Equityholder Support and Lock-up Agreement, the EM Equityholder agreed not to, without the prior written consent of the Sponsor and the Board of Directors of EMAT, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any EM Member Units owned by such EM Equityholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any EM Member Units owned by the EM Equityholder or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) with respect to EMAT Common Stock, in each case, for the duration of the applicable lock-up period. The EM Equityholder Support and Lock-up Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the third anniversary of the Closing, (b) the termination of the Merger Agreement, and (c) as to each EM Equityholder, the written agreement of WTMA, EMAT, the Sponsor, EM and the EM Equityholder. Upon such termination of the EM Equityholder Support and Lock-up Agreements, all obligation of the parties under the EM Equityholder Support and Lock-up Agreement will terminate, without any liability or other obligation on the part of any party thereto, to any person in respect thereof or the transactions contemplated thereby, and no party thereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the EM Equityholder Support and Lock-up Agreement shall not relieve any party thereto from liability arising in respect of any breach of the EM Equityholder Support and Lock-up Agreement prior to such termination.

Sponsor Support and Lock-Up Agreement

In connection with the execution of the Merger Agreement, and contemporaneously therewith, on November 6, 2024, as amended on February 10, 2025, the Sponsor and WTMA, EM, and certain other officers and directors of WTMA (the “Sponsor Persons”) entered into the Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up Agreement”), pursuant to which the Sponsor and the Sponsor Persons agreed to, among other things, vote all their WTMA Common Stock in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support and Lock-up Agreement.

Pursuant to the Sponsor Support and Lock-up Agreement, the Sponsor and the Sponsor Persons agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any shares of WTMA Common Stock owned by the Sponsor and the Sponsor Persons, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of WTMA Common Stock owned by the Sponsor and the Sponsor Persons or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), for the duration of the applicable lock-up period.

The Sponsor Support and Lock-up Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest of (a) the third anniversary of the Closing, (b) the termination of the Merger Agreement, and (c) as to the Sponsor and the Sponsor Persons, the written agreement of WTMA, EMAT, EM, the Sponsor and the Sponsor Persons. Upon such termination of the Sponsor Support and Lock-up Agreement, all obligations of the parties under the Sponsor Support and Lock-up Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated thereby, and no party thereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Sponsor Support and Lock-up Agreement shall not relieve any party thereto from liability arising in respect of any breach of the Sponsor Support and Lock-up Agreement prior to such termination.

Lock-up Agreements

In connection with the Business Combination, on the Closing Date, the stockholders of the Korean Equityholders, EM Convertible Preferred Unit holders, and holders of EM Member Units entered into lock-up agreements with respect to their equity interests and the shares of EMAT Common Stock that they received in the Business Combination pursuant to which they agreed to certain restrictions on transfer of their securities until seven calendar days following the Closing or until up to the third anniversary of the Closing.

Bridge Loan Agreement

On January 5, 2026, EM entered into an unsecured Bridge Loan Agreement with a lender (the “Lender”) pursuant to which the Lender agreed to provide EM with a single-disbursement loan in the aggregate principal amount of $80,000,000 (the “Bridge Loan”). The Bridge Loan bears interest at a fixed rate of 6.00% per annum, payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and matures five Business Days after the Closing Date, subject to earlier repayment upon an event of default. The Bridge Loan is unsecured, contains no collateral or security interest, and may be prepaid by EM at any time without premium or penalty. The proceeds of the Bridge Loan are available to EM for general corporate purposes. The Bridge Loan Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default, including cross-default and bankruptcy-related triggers.

Indemnification Agreements

On the Closing Date, the Company entered into customary indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the Company or, at the Company’s request, service to other entities as officers or directors, to the maximum extent permitted by applicable law.

Executive Officer Employment Agreements

On the Closing Date, EMAT entered into executive employment agreements with David Wilcox, Frank Moon, Andrew Knaggs, Christopher Clower, and John Arrastia as its new Executive Chairman, Chief Executive Officer, President, Chief Financial and Operating Officer and Chief Legal Officer, respectively. See “Employment Agreements.”