8-K/A - EMAT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

January 5, 2026

Evolution Metals & Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-41183	87-1006702
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission File Number)	(IRS Employer<br><br>Identification No.)

516 S Dixie Hwy, Unit 209

West Palm Beach, Florida 33401

(Address and zip code of principal executive offices)

561-225-3205

(Registrant’s telephone number, including area code)

Welsbach Technology Metals Acquisition Corp.

4422 N. Ravenswood Ave #1025

Chicago, Illinois 60640

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	EMAT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On January 9, 2026, Evolution Metals & Technologies Corp. filed a Current Report on Form 8-K (the “Initial 8-K”). Evolution Metals & Technologies Corp. is filing this Amendment No. 1 (“Amendment No. 1”) to the Initial 8-K to (i) revise Item 3.03 to clarify that on January 5, 2026, in connection with the consummation of the Business Combination (as defined in Amendment No. 1), Evolution Metals & Technologies Corp. adopted the Second Amended and Restated Certificate of Incorporation, which Welsbach Technology Metals Acquisition Corp. stockholders previously approved and adopted on September 2, 2025, and the Amended and Restated Bylaws, (ii) provide a copy of the Second Amended and Restated Certificate of Incorporation as Exhibit 3.1 to Amendment No. 1, (iii) provide a copy of the Amended and Restated Bylaws as Exhibit 3.2 to Amendment No. 1, and (iv) correct certain scrivener’s errors contained in the Initial 8-K.

Except as expressly set forth herein, Amendment No. 1 speaks as of the filing date of the Initial 8-K and does not reflect events that may have occurred subsequent to the filing date of the Initial 8-K. Except as described above, no other changes have been made to the Initial 8-K. Amendment No. 1 should be read in conjunction with the Initial 8-K and Evolution Metals & Technologies Corp.’s other filings with the Securities and Exchange Commission.

INTRODUCTORY NOTE

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”).

As used in this Current Report on Form 8-K, unless otherwise stated or the context clearly indicates otherwise, the terms the “Registrant,” “Company,” “EMAT,” “we,” “us,” and “our” refer to Evolution Metals & Technologies Corp., a Delaware corporation, and its subsidiaries at and after the Closing Date and giving effect to the consummation of the Business Combination.

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement and Amendments Thereto

As disclosed under the section titled “MergerAgreement” of the Current Report on Form 8-K filed by WTMA on November 13, 2024, on November 6, 2024, WTMA entered into an Amended and Restated Agreement and Plan of Merger (referred to herein as the “Merger Agreement”) by and among WTMA, Merger Sub and EM. Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, it was agreed that Merger Sub will merge (“Step 8 Merger”) with and into EM, with EM surviving as a wholly owned subsidiary of WTMA and that in connection with the closing, WTMA agreed to change its name to Evolution Metals & Technologies Corp.

As disclosed under the section titled “AmendmentNo. 1 to Merger Agreement” of the Current Report on Form 8-K filed by WTMA on November 13, 2024, on November 11, 2024, WTMA entered into Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger, which 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,” which is a wholly owned subsidiary formed by David Wilcox or his trust, referred to as the “EM Equityholder” formed in the first step of the precedent transactions discussed below, will be a holder of membership interests in EM following the proposed merger (“Step 7 Merger”) that is part of the Business Combination.

As disclosed under the section titled “AmendmentNo. 2 to Merger Agreement” of the Current Report on Form 8-K filed by WTMA on February 14, 2025, on February 10, 2025, WTMA entered into Amendment No. 2 to the Amended and Restated Agreement and Plan of Merger, which amended and restated certain recitals and defined terms in the Merger Agreement and the corresponding consideration schedule in the company disclosure schedule, to clarify the amount of limited liability company interests of EM to be received by US NewCo and a wholly owned subsidiary of EM, which is a Korean Chusik Hosea company (“Korea 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 EMAT board of directors after the closing was agreed to consist of six (6) directors, which would initially include six (6) director nominees designated by EM and reasonably acceptable to WTMA, insofar as those nominees are elected to the EMAT board of directors. Further, 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. 2 to Merger Agreement.

As reported on Amendment No. 3 to the Registration Statement on Form S-4 filed by WTMA on April 25, 2025, on March 31, 2025, WTMA entered into Amendment No. 3 to the Amended and Restated Agreement and Plan of Merger, which, among other things, amended the recitals of the Merger Agreement, as well as certain definitions under the Merger Agreement, and also updated the closing merger consideration to mean a number of WTMA Common Stock shares having a value equal to $4,759,622,900 to be delivered to David Wilcox or his trust (the “Company Equityholder”) in payment of the aggregate Merger consideration.

As disclosed under the section titled “AmendmentNo. 4 to Merger Agreement” of the Current Report on Form 8-K filed by WTMA on June 13, 2025, on June 11, 2025, WTMA entered into Amendment No. 4 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, extending the end date of the Merger Agreement to September 30, 2025.

As disclosed under the section titled “AmendmentNo. 5 to Merger Agreement” of the Current Report on Form 8-K filed by WTMA on August 5, 2025, on July 21, 2025, WTMA, entered into Amendment No. 5 to the Amended and Restated Agreement and Plan of Merger, which included 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.

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.

Item 2.01 of this Current Report on Form 8-K discusses the consummation of the Business Combination and various other transactions and events contemplated by the Merger Agreement, which took place on the Closing Date, and is incorporated herein by reference.

The foregoing description of the Merger Agreement, the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025, Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated July 21, 2025, and Amendment No. 6 to Amended and Restated Agreement and Plan of Merger, dated January 5, 2026, is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025, Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated July 21, 2025, and Amendment No. 6 to Amended and Restated Agreement and Plan of Merger, dated January 5, 2026, copies of which are included as Exhibits 2.1 through 2.7 hereto, and the terms of which are incorporated by reference.

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. The terms of the Korean Company Exchange Agreements are described in the Proxy Statement/Prospectus filed with the SEC on August 11, 2025, in the section entitled “The Merger Proposal—Related Agreements—Korean CompanyExchange Agreements—” beginning on page 153 thereof.

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.

The foregoing description of the Korean Company Exchange Agreements, is qualified in its entirety by reference to the text of the Korean Company Exchange Agreements, which are filed as Exhibit 10.1 to 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

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.

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

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.

The foregoing description of the EM Equityholder Support and Lock-Up Agreement, and amendment thereto, is not complete and is qualified in its entirety by reference to the text of the EM Equityholder Support and Lock-Up Agreement, and amendment thereto, which are filed as Exhibits 10.10 and 10.11 to this Current Report on Form 8-K and incorporated herein by reference.

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.

The foregoing description of the Sponsor Support and Lock-Up Agreement, and amendment thereto, is not complete and is qualified in its entirety by reference to the text of the Sponsor Support and Lock-Up Agreement, and amendment thereto, which are filed as Exhibits 10.12 and 10.13 to this Current Report on Form 8-K and incorporated herein by reference

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.

The foregoing summary of the Lock-up Agreements is qualified in its entirety by reference to the text of the Form of EM Convertible Preferred Unit Holder Lock-up Agreement, which is included as Exhibit 10.14 to this Current Report on Form 8-K, and the Form of Korean Company Shareholder Lock-up Agreement, which is included as Exhibit 10.15 to this Current Report on Form 8-K, which are both incorporated herein by reference.

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.

The foregoing summary of the indemnification agreements is qualified in its entirety by reference to the text of the Form of Director and Executive Officer Indemnification Agreement of Evolution Metals & Technologies Corp., which is included as Exhibit 10.16 to this Current Report on Form 8-K and is incorporated herein by reference.

Executive Officer Employment Agreements

On the Closing Date, EMAT entered into the following executive employment agreements.

New Executive Chairman Agreement

On the Closing Date, EMAT entered into an executive employment agreement (the “Executive Chairman Agreement”) with David Wilcox (referred to in this section titled New ExecutiveChairman 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.

The foregoing description of the Executive Chairman Agreement is not complete and is qualified in its entirety by reference to the full Executive Chairman Agreement, which is filed as Exhibit 10.17 to this Current Report on Form 8-K and incorporated herein by reference.

New CEO Agreement

On the Closing Date, 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.

The foregoing description of the CEO Agreement is not complete and is qualified in its entirety by reference to the full CEO Agreement, which is filed as Exhibit 10.18 to this Current Report on Form 8-K and incorporated herein by reference.

New President Agreement

On the Closing Date, 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. 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 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.

The foregoing description of the President Agreement is not complete and is qualified in its entirety by reference to the full President Agreement, which is filed as Exhibit 10.19 to this Current Report on Form 8-K and incorporated herein by reference.

New CFO and COO Agreement

On the Closing Date, EMAT entered into an executive employment agreement (the “CFO COO Agreement”) with Christopher Clower (referred to in this section titled New CFO COOAgreement 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 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 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.

The foregoing description of the CFO COO Agreement is not complete and is qualified in its entirety by reference to the full CFO COO Agreement, which is filed as Exhibit 10.20 to this Current Report on Form 8-K and incorporated herein by reference.

New CLO Agreement

On the Closing Date, 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.

The foregoing description of the CLO Agreement is not complete and is qualified in its entirety by reference to the full CLO Agreement, which is filed as Exhibit 10.21 to this Current Report on Form 8-K and incorporated herein by reference.

Equity Incentive Plan

At the September 2, 2025, special meeting of WTMA stockholders (the “September 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.

The material features of the Equity Incentive Plan are described in the Proxy Statement/Prospectus filed with the SEC on August 11, 2025, under the heading “New EM Equity IncentivePlan Proposal” beginning on page 234 thereof, and such description is incorporated herein by reference.

The foregoing summary of the Equity Incentive Plan and the description of the material features of the Equity Incentive Plan incorporated herein by reference are qualified in their entirety by reference to the text of the Equity Incentive Plan, which is included as Exhibit 10.22 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” and “Merger Agreement and Amendments Thereto” above is incorporated into this Item 2.01 by reference.

The material terms and conditions of the Merger Agreement and related agreements are described under the heading “Merger Agreement Proposal” beginning on page 136 thereof in the proxy statement/prospectus (the “Proxy Statement/Prospectus”) filed with the SEC on August 11, 2025 by WTMA, which description is incorporated herein by reference.

As a result of and upon Closing, among other matters:

●	(a) all EM Member Units outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (including EM Member Units issued in exchange for the outstanding equity interests of the Korean Companies, but excluding the outstanding EM Member Units held by US NewCo) were cancelled in exchange for the right to receive an aggregate of 479,037,475 shares of common stock, par value $0.0001 per share, of EMAT (“EMAT Common Stock”) and (b) all convertible preferred units of EM, in the aggregate amount of $42,280,000 (the “EM Convertible Preferred Units”) outstanding immediately prior to the Effective Time were cancelled in exchange for the right to receive an aggregate of 109,436,178 shares of EMAT Common Stock (clauses (a) and (b), together, the “Total Consideration”);
●	Each WTMA Unit issued and outstanding as of immediately prior to the Closing was, to the extent not detached, automatically detached into the underlying common stock of WTMA, par value $0.0001 per share (“WTMA Common Stock”), and one public right, and public units will no longer trade as separate securities;
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●	Every ten (10) rights to acquire one-tenth of one share of WTMA Common Stock that were offered and sold by WTMA in its initial public offering and registered pursuant to the IPO registration statement (the “WTMA Rights”) were canceled and converted into one share of WTMA Common Stock free and clear of all liens (other than any restrictions on resale or other transfer under applicable securities laws and, in the case of the Sponsor and the Sponsor Persons, the Sponsor Support and Lock-up Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time ceased to have any rights with respect to such WTMA Rights, except as provided by the terms and conditions of the Merger Agreement or by law; and
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●	WTMA changed its name to “Evolution Metals & Technologies Corp.,” and each share of WTMA Common Stock outstanding immediately prior to the Business Combination that was not redeemed remained outstanding as a share of EMAT Common Stock.
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On January 6, 2026, the WTMA Common Stock began trading on the Nasdaq Global Market as EMAT Common Stock under the symbol “EMAT.” On the Closing Date, WTMA Common Stock and WTMA Units on the OTC Pink Market and the WTMA Rights on the OTCQB ceased being quoted in connection with the commencement of trading on Nasdaq.

Immediately after giving effect to the Business Combination, there were 593,349,852 shares of EMAT Common Stock issued and outstanding. As of the Closing, the former holders of the EM Member Units, the former holders of EM Convertible Preferred Units, and the former holders of Handa Lab common stock, KCM common stock, KMMI common stock and NS World common stock, in each case outstanding immediately prior to any of the transactions contemplated by the Merger Agreement, received 475,962,290 shares, 109,436,178 shares, 270,217 shares, 542,342 shares, 1,614,129 shares and 648,497 shares of EMAT Common Stock, respectively, which constitute 80.22%, 18.44%, 0.05%, 0.09%, 0.27% and 0.11% of the outstanding shares of EMAT Common Stock, respectively. As of the Closing, the former stockholders of WTMA (including the Sponsor), the other initial stockholders of WTMA, certain of the former directors and executive officers of WTMA, and the public stockholders that did not exercise their redemption rights in connection with the September Special Meeting owned approximately 0.55% of the outstanding shares of EMAT Common Stock.

In connection with the September Special Meeting, holders of 427,854 shares of WTMA Common Stock elected to redeem their WTMA Common Stock (which became EMAT Common Stock prior to the settlement of the redemptions) and received approximately $11.45 per share redeemed, or approximately $4.90 million in the aggregate, from the trust account established at the consummation of WTMA’s initial public offering (the “Trust Account), which had a balance immediately prior to the Closing of approximately $6.46 million. Following the payment of the redemptions, there was approximately $1.56 million of cash in the trust account available for disbursement in connection with the Business Combination.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as WTMA was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, EM is providing the information below that would be included in a Form 10 if EM were to file a Form 10. Please note that the information provided below relates to EM as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

This Current Report on Form 8-K, including the information incorporated by reference herein, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the future, including the Business Combination, the anticipated benefits of the Business Combination described herein, including revenue growth and financial performance, product expansion and services, and the financial condition, results of operations, earnings outlook and prospects of the Company. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in prior reports filed with the SEC, including the proxy statement/prospectus (the “Proxy Statement/Prospectus”) filed with the SEC on August 11, 2025, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●	the Company’s ability to successfully integrate the business and operations of the EM and the Korean Companies into its ongoing business operations and realize the intended benefits of the Company’s acquisition of the Korean Companies;
●	the Company’s ability to develop and operate its planned battery recycling facility that is tailored specifically to integrate with its downstream multi-feedstock processing facility;
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●	the Company’s ability to source sufficient volumes of spent lithium-ion batteries from third parties;
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●	expectations regarding the Company’s strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s ability to invest in growth initiatives;
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●	the implementation, market acceptance and success of the Company’s business model and growth strategy;
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●	the ability to maintain the listing of the Company’s stock on Nasdaq;
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●	limited liquidity and trading of the Company’s public securities;
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●	The Company’s ability to raise financing in the future;
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●	The Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors;
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●	the impact of the regulatory environment and complexities with compliance related to such environment, including the Company’s ability to meet, and continue to meet, applicable regulatory requirements;
●	the Company’s ability to execute its business plan, including with respect to its technical development and commercialization of products, and its growth and go-to-market strategies;
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●	the Company’s ability to achieve sustained, long-term profitability and commercial success;
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●	operational risks, including with respect to the Company’s use of agents or resellers in certain jurisdictions, the Company’s ability to scale up its manufacturing quantities of its products, the Company’s outsourcing of manufacturing and such manufacturers’ ability to satisfy the Company’s manufacturing needs on a timely basis, the availability of components or raw materials used to manufacture the Company’s products and the Company’s ability to process customer order backlog;
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●	the Company’s revenue deriving from a limited number of customers;
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●	geopolitical risk and changes in applicable laws or regulations, including with respect to geopolitical risk and changes in applicable laws or regulations, including with respect to the Company’s planned operations outside of the U.S. and Korea;
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●	the Company’s ability to attract and retain talented personnel;
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●	the Company’s ability to compete with companies that have significantly more resources;
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●	the Company’s ability to meet certain certification and compliance standards; and
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●	the Company’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims;
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Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Business

The business of the Company after the Business Combination is described in the Proxy Statement/Prospectus under the heading “Information About New EM” beginning on page 435 thereof and that information is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Proxy Statement/Prospectus under the headings “Summary—Risk Factors” and “Risk Factors” beginning on pages 67 and 74 thereof, respectively, and are incorporated herein by reference.

Financial Information

The unaudited financial statements of WTMA as of and for the three and nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.1 hereto, and are incorporated by reference herein.

The unaudited financial statements of EM as of and for the three and nine months ended September 30, 2025 and the period from February 8, 2024 (inception) to September 30, 2025, are filed as Exhibit 99.2 hereto, and are incorporated by reference herein.

The unaudited financial statements of KCM as of and for the nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.3 hereto, and are incorporated by reference herein.

The unaudited financial statements of KMMI as of and for the nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.4 hereto, and are incorporated by reference herein.

The unaudited financial statements of NS World as of and for the nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.5 hereto, and are incorporated by reference herein.

The unaudited financial statements of Handa Lab as of and for the nine months ended September 30, 2025 and 2024, are filed as Exhibit 99.6 hereto, and are incorporated by reference herein.

The unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, are filed as Exhibit 99.7 hereto, and are incorporated by reference herein.

The audited financial statements of WTMA as of and for the years ended December 31, 2024 and 2023, together with the notes thereto, are included in the Proxy Statement/Prospectus, beginning on page F-33 thereof, which are incorporated herein by reference.

The audited financial statements of EM as of December 31, 2024 and for the Period from February 8, 2024 (inception) to December 31, 2024, together with the notes thereto, are included in the Proxy Statement/Prospectus beginning on page F-83 thereof, which are incorporated herein by reference.

The audited financial statements of KCM for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, are included in the Proxy Statement/Prospectus beginning on page F-126 thereof, which are incorporated herein by reference.

The audited financial statements of KMMI for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, are included in the Proxy Statement/Prospectus beginning on page F-169 thereof, which are incorporated herein by reference.

The audited financial statements of NS World for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, are included in the Proxy Statement/Prospectus beginning on page F-212 thereof, which are incorporated herein by reference.

The audited financial statements of Handa Lab for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, are included in the Proxy Statement/Prospectus beginning on page F-255 thereof, which are incorporated herein by reference.

Management’s Discussion and Analysis of Financial Conditionand Results of Operations

Management’s discussion and analysis of the financial condition and results of operations of WTMA for the years ended December 31, 2024 and December 31, 2023 are included in the Proxy Statement/Prospectus in the section titled “WTMA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 297, which is incorporated herein by reference.

Management’s discussion and analysis of financial condition and results of operations of WTMA for the nine months ended September 30, 2025 is described in WTMA’s 10-Q in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of EM as of December 31, 2024 and for the Period from February 8, 2024 (inception) to December 31, 2024 are included in the Proxy Statement/Prospectus in the section titled “EM’s Management’s Discussion and Analysisof Financial Condition and Results of Operations” beginning on page 312 thereof, which is incorporated herein by reference.

Management’s discussion and analysis of financial condition and results of operations of EM for the nine months ended September 30, 2025 is described in EM’s 10-Q in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of KCM for the years ended December 31, 2024 and December 31, 2023 are included in the Proxy Statement/Prospectus in the section titled “KCM’s Management’s Discussion and Analysis of Financial Condition andResults of Operations” beginning on page 336 thereof, which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of KCM for the nine months ended September 30, 2025 and September 30, 2024 is set forth in Exhibit 99.8 hereto and is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of KMMI for the years ended December 31, 2024 and December 31, 2023 are included in the Proxy Statement/Prospectus in the section titled “KMMI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 358, which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of KMMI for the nine months ended September 30, 2025 and September 30, 2024 is set forth in Exhibit 99.9 hereto and is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of NS World for the years ended December 31, 2024 and December 31, 2023 are included in the Proxy Statement/Prospectus in the section titled “NS World’s Management’s Discussion and Analysis of FinancialCondition and Results of Operations” beginning on page 403 thereof, which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of NS World for the nine months ended September 30, 2025 and September 30, 2024 is set forth in Exhibit 99.10 hereto and is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of Handa Lab for the years ended December 31, 2024 and December 31, 2023 are included in the Proxy Statement/Prospectus in the section titled “Handa Lab’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 426 thereof, which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of Handa Lab for the nine months ended September 30, 2025 and September 30, 2024 is set forth in Exhibit 99.11 hereto and is incorporated herein by reference.

Properties

The disclosure contained in the Proxy Statement/Prospectus under the heading “Information about WTMA—Facilities” beginning on page 286 thereof is incorporated herein by reference.

The disclosure contained in the Proxy Statement/Prospectus under the heading “Information about EM—Properties” beginning on page 307 thereof is incorporated herein by reference.

The disclosure contained in the Proxy Statement/Prospectus under the heading “Information about KCM—Properties” beginning on page 330 thereof is incorporated herein by reference.

The disclosure contained in the Proxy Statement/Prospectus under the heading “Information about KMMI—Properties” beginning on page 353 thereof is incorporated herein by reference.

The disclosure contained in the Proxy Statement/Prospectus under the heading “Information about NS World—Properties” beginning on page 373 thereof is incorporated herein by reference.

The disclosure contained in the Proxy Statement/Prospectus under the heading “Information about Handa Lab—Properties” beginning on page 420 thereof is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of shares of EMAT Common Stock immediately following the Closing of the Business Combination for:

●	each person who is known by EMAT to be the beneficial owner of more than 5% of any class of EMAT’s Common Stock;
●	each of EMAT’s executive officer and directors; and
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●	all executive officers and directors of EMAT as a group.
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The following table is based on 593,349,852 shares of EMAT Common Stock outstanding as of January 5, 2026, after giving effect to all the transactions consummated in connection with the Business Combination, including the issuance of 588,473,653 Common Stock shares are merger consideration and the redemption of 427,854 Common Stock shares. This table also assumes that there are no other issuances of equity securities in connection with the Closing, including equity awards that may be issued under the Equity Incentive Plan following the Business Combination.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or the right to acquire any such power within 60 days. Shares of EMAT Common Stock which a person or group has a right to acquire within 60 days following the Closing Date pursuant to the exercise or conversion of convertible or derivative securities are also deemed to be outstanding for the purpose of computing the percentage ownership of such person or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Unless otherwise indicated by footnote, the Company believes that all persons named in the table below have sole voting and investment power with respect to all shares of EMAT Common Stock beneficially owned by them.

Name and Address of Beneficial Owner^(1)^	Number of Shares of EMAT Common Stock
5% Holders of EMAT
David Wilcox^(2)^		416,436,066	70.18	%
The Zeus Trust, UA dated April 15, 2025^(2)^		416,436,066	70.18	%
The NYX 2025 Irrevocable Trust UA, dated April 8, 2025^(3)^		59,526,224	10.03	%
Good Earth 1000, LLC^(4)^		63,421,535	10.69	%
Directors and Executive Officers of EMAT
David Wilcox^(2)^		416,436,066	70.18	%
Frank Moon		—	—	%
Andrew F. Knaggs, Esq.^(3)^		59,526,224	10.03	%
Christopher Clower^(5)^		2,227,417	*	%
John Arrastia		—	—	%
Thomas Stoddard^(6)^		1,700,000	*	%
Christopher Miller		—	—	%
Amb. Robin S. Bernstein		—	—	%
Saul Locker		—	—	%
All EMAT directors and executive officers as a group (8 individuals)		479,889,707	80.88	%
*	Less than one percent.
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(1)	Unless otherwise noted, the business address of each of the executive officers and directors of EMAT is c/o Evolution Metals & Technologies Corp., 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.
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(2)	David Wilcox may be deemed to beneficially own the shares of EMAT Common Stock to be 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 shares. The business address of the trust is 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.
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(3)	Andrew F. Knaggs, Esq. may be deemed to beneficially own the shares of EMAT 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 F. Knaggs, who has sole voting and dispositive power over the shares. Andrew F. Knaggs disclaims beneficial ownership of such shares of EMAT Common Stock. The business address of the trust is 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.
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(4)	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.
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(5)	Welsbach Acquisition Holdings LLC, the Sponsor is the record holder of the shares reported herein. Daniel Mamadou and Christopher Clower are the managing members of the Sponsor. Mr. Mamadou and Mr. Clower hold voting and investment discretion with respect to the common stock held of record by the Sponsor. Mr. Mamadou and Mr. Clower disclaim any beneficial ownership of the shares held by the Sponsor, except to the extent of their pecuniary interest therein.
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(6)	CKLM, LLC is the record holder of the securities reported herein. Thomas Stoddard is the manager of CKLM, LLC. Mr. 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.
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Directors and Executive Officers

Immediately following the consummation of the Business Combination, the following individuals became the directors of EMAT: (i) David Wilcox, (ii) Christopher C. Miller, (iii) Ambassador Robin S. Bernstein, (iv) Thomas Stoddard, and (v) Saul Locker.

Immediately following the consummation of the Business Combination, the following individuals became the executive officers of EMAT: (i) David Wilcox, as Executive Chairman, (ii) Frank Moon, as Chief Executive Officer, (iii) Andrew F. Knaggs, Esq., as President, and (iv) Christopher Clower, as Chief Financial Officer and Chief Operating Officer.

Biographical details of the directors and executive officers of EMAT are set forth below:

Executive Officers

David Wilcox serves as the Executive Chairman of the Board and a Director of EMAT. 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, England. His vast experience in global finance and leadership will be pivotal in steering New EM’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 New EM board of directors. Mr. Wilcox was elected at the June Special Meeting to serve as a Class III director of New EM upon the closing of the Business Combination.

Frank Moon serves as CEO for EMAT, 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. Mr. Moon’s 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.

Andrew F. Knaggs, Esq. serves as President of EMAT, 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. Mr. 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. Mr. Knaggs’ leadership and expertise in defense, law, and strategic management will be invaluable in guiding EMAT’s operations.

Christopher Clower serves as Chief Financial Officer and Chief Operating Officer of EMAT. Mr. Clower was appointed as the COO and a Director of WTMA upon the inception of WTMA in December 2023 and has been an executive director and COO of Welsbach Holdings Pte Ltd since March 2021. 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. 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. Prior to this, Mr. Clower was Managing Director and Head of Corporate Finance in Merrill Lynch for Southeast Asia. From 1998 to 2009, Mr. Clower worked at Merrill Lynch and raised over $4 billion of capital in the resources space. Mr. Clower also worked at Deutsche Bank from 1997 to 1998, at Bankers Trust from 1994 to 1997, and at Crane Nuclear Valves from 1991 to 1994. Prior to working in the finance industry, Mr. Clower was an intelligence officer for the United States Air Force, serving at Clark Air Base in the Philippines with the 90th Tactical Fighter Squadron.

John Arrastia serves as Chief Legal Officer of EMAT. Mr. 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. In addition 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. Mr. 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. Mr. 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.

Directors

David Wilcox serves as Executive Chairman of the Board and is expected to serve as a Director of EMAT. He is currently 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, England. His vast experience in global finance and leadership will be pivotal in steering EMAT’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 EMAT board of directors. Mr. Wilcox was elected at the June Special Meeting to serve as a Class III director of EMAT upon the closing of the Business Combination.

Christopher C. Miller serves as a Director of EMAT. Mr. 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, Texas. Mr. 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 as well. 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. In 2018 and 2019 Chris was the Special Assistant to the President for Counterterrorism and Transnational Threats at the White House. As the 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. He earned 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”. We 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 EMAT board of directors. Mr. Miller was elected at the June Special Meeting to serve as a Class II director of EMAT upon the closing of the Business Combination.

Ambassador Robin S. Bernstein (ret.) serves as a Director of EMAT. 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. Bernstein 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 empowerment. 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. Department 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 speak 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 EMAT board of directors. Ms. Bernstein was elected at the June Special Meeting to serve as a Class II director of EMAT upon the closing of the Business Combination.

Thomas Stoddard serves as a Director of EMAT. Mr. 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, and retail. He has primarily held executive roles in finance for both public and private companies, contributing significantly to their success. Mr. 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 in Canada. 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. Mr. Stoddard earned a Finance degree in Business Administration from the University of Southern California, where he was awarded a full academic scholarship. He is also a 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 EMAT board of directors. Mr. Stoddard was elected at the June Special Meeting to serve as a Class I director of EMAT upon the closing of the Business Combination.

Saul Locker serves as a Director of EMAT. Mr. 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. Mr. 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 twelve 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. In 1998, Mr. Locker founded Alexander Benefits Consulting, a firm he led as Chief Executive Officer and Owner until its sale to NFP/Aon in 2024. 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. Mr. 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 systems. Mr. Locker successfully transitioned the Trust from Alexander & Alexander to Aon, and ultimately to Alexander Benefits Consulting. Mr. 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. Mr. Locker was appointed by the EMAT Board on January 8, 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.

Director Independence

The Company is a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c) because more than 50% of the voting power for the election of directors is held by its controlling stockholder(s). As a controlled company, the Company is permitted to elect not to comply with certain corporate governance requirements under the Nasdaq Listing Rules, including the requirements that (i) a majority of the Board be composed of independent directors, (ii) the Compensation Committee be composed entirely of independent directors, and (iii) the Nominating and Corporate Governance Committee be composed entirely of independent directors. The Company intends to rely on the controlled company exemptions permitted under Nasdaq Listing Rule 5615(c) with respect to these requirements.

The Board has evaluated the independence of each of its directors under the independence standards of Nasdaq Listing Rule 5605(a)(2). Based on this review, the Board has determined that Saul Locker, Christopher C. Miller, Ambassador Robin S. Bernstein (ret.), and Thomas Stoddard qualify as independent directors. The Board has determined that David Wilcox, the Company’s Executive Chairman, is not independent due to his executive position with the Company.

The Company’s Audit Committee complies with the independence requirements of Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act, each of which apply to the Company regardless of its status as a controlled company. The Board has determined that all members of the Audit Committee satisfy the applicable independence requirements and that at least one member of the Audit Committee qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

As a controlled company, the Company may rely on applicable exemptions for its Compensation Committee and Nominating and Corporate Governance Committee, and therefore such committees may include directors who do not qualify as independent under the Nasdaq Listing Rules.

Committees of the Board of Directors

Following the Business Combination, the standing committees of EMAT’s Board of Directors consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition of each committee is set forth below.

Audit Committee

The Company’s Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists of Thomas Stoddard, Saul Locker, and Christopher C. Miller, each of whom qualifies as an independent director under Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act. Thomas Stoddard serves as chair of the Audit Committee.

The Board has determined that each member of the Audit Committee is “financially literate” under Nasdaq rules and that at least one member qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.

The Audit Committee oversees the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company’s independent registered public accounting firm, the performance of the Company’s internal audit function and internal controls over financial reporting, and the Company’s policies and practices with respect to risk assessment and risk management as they relate to financial reporting, accounting, and compliance matters.

Compensation Committee

The Compensation Committee consists of Saul Locker, Christopher C. Miller, Ambassador Robin S. Bernstein (ret.), and Thomas Stoddard. As a “controlled company” under Nasdaq Listing Rule 5615(c), EMAT relies on the exemption from the requirement that the committee be composed entirely of independent directors, although all members of the committee are independent. Saul Locker serves as chair of the Compensation Committee.

The Compensation Committee oversees executive compensation, employee benefit plans, incentive programs, and the Company’s compensation policies and philosophy.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Saul Locker, Christopher C. Miller, Ambassador Robin S. Bernstein (ret.), and Thomas Stoddard. As a controlled company, EMAT relies on the exemption from Nasdaq’s requirement that this committee be composed exclusively of independent directors, although all members of the committee are independent. Saul Locker serves as chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee oversees the identification and evaluation of individuals qualified to become members of the Board of Directors, recommends director nominees for election, and oversees the Company’s corporate governance principles, policies, and practices, including Board and committee performance and governance matters.

Executive Compensation

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 EM. No compensation or benefits were paid or provided to Mr. Wilcox for his services to EM during the year ended December 31, 2025 and December 31, 2024. Further, during the year ended December 31, 2025 and December 31, 2024, Mr. Wilcox was not party to any employment agreement or other compensation-related arrangement with EM. Further. 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 December 31, 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.

The information set forth in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.

At the September Special Meeting, WTMA stockholders confirmed their approval and adoption of the Equity Incentive Plan, which the WTMA stockholders previously approved and adopted at 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. The material features of the Equity Incentive Plan are described in the Proxy Statement/Prospectus filed with the SEC on August 11, 2025, under the heading “New EM Equity Incentive Plan Proposal” beginning on page 234 thereof, and such description is incorporated herein by reference. The foregoing summary of the Equity Incentive Plan and the description of the material features of the Equity Incentive Plan incorporated herein by reference are qualified in their entirety by reference to the text of the Equity Incentive Plan, which is included as Exhibit 10.23 to this Current Report on Form 8-K and is incorporated herein by reference.

Certain Relationships and Related Transactions, and DirectorIndependence

Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Person Transactions” beginning on page 455 thereof and are incorporated herein by reference.

Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management of New EM Following The Business Combination- Director Independence,” beginning on page 446 thereof, which is incorporated herein by reference.

The information set forth under Item 5.02 “Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

The information set forth in the section titled “Registration Rights Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “Information About WTMA - Legal Proceedings,” beginning on page 293 thereof, which are incorporated herein by reference. To the knowledge of EMAT’s management, there are no legal proceedings pending against EMAT.

Market Price of and Dividends on the Registrant’s CommonEquity and Related Stockholder Matters

Market Information

The Company’s shares of EMAT Common Stock began trading on Nasdaq under the symbol “EMAT” on January 6, 2026.

Holders

On January 8, 2026, there were 73 holders of record of shares of EMAT Common Stock.

WTMA has not paid any cash dividends on its common stock to date. The payment of cash dividends by EMAT in the future will be dependent upon EMAT’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the board of directors of EMAT.

Recent Sales of Unregistered Securities

None.

Description of Registrant’s Securities to be Registered

The disclosure contained in the Proxy Statement/Prospectus under the heading “Description of New EM Securities” beginning on page 461 thereof is incorporated herein by reference.

Indemnification of Directors and Officers

Information about the indemnification of the Company’s directors and executive officers is set forth in the Proxy Statement/Prospectus in the section titled “Description of New EMSecurities—Limitations on Liability and Indemnification of Officers and Directors” beginning on page 465 thereof, and that information is incorporated herein by reference. The information set forth under the heading “Indemnification Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure

None.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 in the section entitled “Bridge Loan Agreement” of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

None.

Item 3.03 Material Modification to Rights of Security Holders.

At the September Special Meeting, WTMA’s shareholders confirmed their approval of, among other things, the proposals set forth in the Proxy Statement/Prospectus in the section entitled “Advisory Governance Proposals” beginning on page 226 thereof (the “Advisory Governance Proposals”), which the WTMA stockholders previously approved and adopted at the June Special Meeting, and that information is incorporated herein by reference. Additionally, the information set forth in the Proxy Statement/Prospectus in the section entitled “Comparison of Rightsof Equity Holders Of WTMA, The Target Companies and New EM” beginning on page 466 thereof is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Second Amended and Restated Certificate of Incorporation of EMAT (as amended and restated, the “Charter”), which WTMA stockholders previously approved and adopted on September 2, 2025, and the Amended and Restated Bylaws of EMAT (as amended and restated, the “Bylaws”). The Charter became effective upon filing with the Secretary of State of the State of Delaware on January 5, 2026 and includes the amendments proposed by the Advisory Governance Proposals.

The foregoing descriptions of the Charter and Bylaws are subject to and qualified in their entirety by the terms of the Charter and Bylaws, which are filed hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

Reference is made to the disclosure set forth in the Proxy Statement/Prospectus in the section entitled “Merger Agreement Proposal” beginning on page 136 thereof, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report is incorporated herein by reference.

Immediately after giving effect to the Business Combination, there were 593,349,852 shares of EMAT Common Stock issued and outstanding. As of the Closing, the former holders of the EM Member Units, the former holders of EM Convertible Preferred Units, and the former holders of Handa Lab common stock, KCM common stock, KMMI common stock and NS World common stock, in each case outstanding immediately prior to any of the transactions contemplated by the Merger Agreement, received 475,962,290 shares, 109,436,178 shares, 270,217 shares, 542,342 shares, 1,614,129 shares and 648,497 shares of EMAT Common Stock, respectively, which constitute 80.22%, 18.44%, 0.05%, 0.09%, 0.27% and 0.11% of the outstanding shares of EMAT Common Stock, respectively. As of the Closing, the former stockholders of WTMA (including the Welsbach Acquisition Holdings LLC (the “Sponsor”), the other initial stockholders of WTMA, certain of the former directors and executive officers of WTMA, and the public stockholders that did not exercise their redemption rights in connection with the September Special Meeting) owned approximately 0.55% of the outstanding shares of EMAT Common Stock.

Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Closing of the Business Combination, on January 5, 2026, Daniel Mamadou, Christopher Clower, Dominik Oggenfuss, Matthew Rockett, and Justin Werner ceased to serve as members of the WTMA board of directors, and each of David Wilcox, Chris Hansen, Christopher C. Miller, Amb. Robin S. Bernstein and Thomas Stoddard were appointed to the Board.

Resignation of Chris Hansen

On January 8, 2026, shortly after being newly elected to the Board at Closing, Chris Hansen notified EMAT of his resignation as a director, effective January 8, 2026. Mr. Hansen also resigned as Chair of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee. Mr. Hansen’s resignation was not the result of any disagreement with EMAT on any matter relating to its operations, policies, or practices.

Appointment of Saul Locker

On January 8, 2026, the Board appointed Saul Locker to serve as a director of EMAT, effective immediately, to fill the vacancy created by Mr. Hansen’s resignation. Mr. Locker will serve until the next annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal. The appointment was approved by unanimous written consent of the Board.

In connection with his appointment, Mr. Locker was designated to serve as (i) Chair of the Compensation Committee, (ii) Chair of the Nominating and Corporate Governance Committee, and (iii) a member of the Audit Committee, effective as of his appointment.

Taking into account the foregoing, the following persons are serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the section titled “Management Of New EM FollowingThe Business Combination,” beginning on page 442 thereof, which is incorporated herein by reference, other than the disclosure therein regarding Daniel Mamadou, Dean Evans, and Chris Hansen, as Daniel Mamadou and Dean Evans were not appointed as executive officers or directors of EMAT at the closing of the Business Combination and Chris Hansen resigned as a director effective January 8, 2026. Also, see the disclosure in the Proxy Statement/Prospectus in the sections titled “Compensation Of Directors and Officers” beginning on page 450 thereof and “Information About WTMA- Directors and Executive Officers” beginning on page 286 thereof, which disclosures are incorporated herein by reference.

Name	Age	Position
David Wilcox	37	Executive Chairman of Board of Directors and Director
Frank Moon	54	Chief Executive Officer
Andrew F. Knaggs, Esq.	50	President
Christopher Clower	59	Chief Financial Officer and Chief Operating Officer
John Arrastia	61	Chief Legal Officer
Saul Locker	69	Director
Christopher C. Miller	59	Director
Amb. Robin S. Bernstein	71	Director
Thomas Stoddard	70	Director

Each director will hold office until his or her term expires at the next annual meeting of stockholders for such director’s class or until his or her death, resignation, removal or the earlier termination of his or her term of office.

Adoption of the Equity Incentive Plan

The compensation of the Company’s named executive officers who served prior to the consummation of the Business Combination is described in the Proxy Statement/Prospectus under the heading “Compensation of Directors and Officers” beginning on page 450 thereof is incorporated herein by reference.

The information contained in Item 2.01 to this Current Report on Form 8-K is incorporated herein by reference.

Executive Employment Agreements

The information set forth under the title “ExecutiveOfficer Employment Agreements” in Item 1.01 of this Current Report on Form 8-K, and such disclosure is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.05 Amendments to the Registrant’s Code of Ethics, orWaiver of a Provision of the Code of Ethics.

In connection with the Closing, on January 5, 2026, the Board approved and adopted a new code of ethics (the “Code of Ethics”) that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics will be available on the Company’s website, www.evolution-metals.com. The information on the Company’s website does not constitute part of this Current Report on Form 8-K and is not incorporated by reference herein.

The foregoing summary of the Code of Ethics policy is qualified in its entirety by reference to the full text of the Code of Ethics, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

On January 5, 2026, as a result of the Closing, the Company ceased to be a shell company. The material terms of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled “Merger Agreement Proposal” beginning on page 136 thereof, which is incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 5, 2026, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is filed as Exhibit 99.12 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.12 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act”, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of WTMA as of and for the years ended December 31, 2024 and 2023, and the related notes thereto are included in the Proxy Statement/Prospectus, beginning on page F-33 thereof, and are incorporated herein by reference. The unaudited financial statements of WTMA as of and for the three and nine months ended September 30, 2025 and 2024 and the related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The audited financial statements of EM as of December 31, 2024 and for the Period from February 8, 2024 (inception) to December 31, 2024, and the related notes thereto are included in the Proxy Statement/Prospectus, beginning on page F-84 thereof, and are incorporated herein by reference. The unaudited financial statements of EM as of and for the three and nine months ended September 30, 2025 and the period from February 8, 2024 (inception) to September 30, 2024 and the related notes thereto are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

The audited financial statements of KCM as of and for the years ended December 31, 2024 and 2023, and the related notes thereto are included in the Proxy Statement/Prospectus, beginning on page F-130 thereof, and are incorporated herein by reference. The unaudited financial statements of KCM as of and for the nine months ended September 30, 2025 and 2024 and the related notes thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The audited financial statements of KMMI as of and for the years ended December 31, 2024 and 2023, and the related notes thereto are included in the Proxy Statement/Prospectus, beginning on page F-173 thereof, and are incorporated herein by reference. The unaudited financial statements of KMMI as of and for the nine months ended September 30, 2025 and 2024 and the related notes thereto are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated herein by reference.

The audited financial statements of NS World as of and for the years ended December 31, 2024 and 2023, and the related notes thereto are included in the Proxy Statement/Prospectus, beginning on page F-216 thereof, and are incorporated herein by reference. The unaudited financial statements of NS World as of and for the months ended September 30, 2025 and 2024 and the related notes thereto are filed as Exhibit 99.5 to this Current Report on Form 8-K and are incorporated herein by reference.

The audited financial statements of Handa Lab as of and for the years ended December 31, 2024 and 2023, and the related notes thereto are included in the Proxy Statement/Prospectus, beginning on page F-259 thereof, and are incorporated herein by reference. The unaudited financial statements of Handa Lab as of and for the nine months ended September 30, 2025 and 2024 and the related notes thereto are filed as Exhibit 99.6 to this Current Report on Form 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 are set forth in Exhibit 99.6 hereto and are incorporated herein by reference.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.	Description
2.1¥	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).
2.2¥	Amendment No. 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).
2.3¥	Amendment No. 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).
2.4¥	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).
2.4¥	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).
2.6¥	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).
2.7¥	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).
3.1*	Second Amended and Restated Certificate of Incorporation of Evolution Metals & Technologies Corp.
3.2*	Amended and Restated Bylaws of Evolution Metals & Technologies Corp.
4.1	Form of Specimen Common Stock Certificate of Evolution Metals & Technologies Corp. (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.2	Form of Extension Note (incorporated by reference to Exhibit 10.12 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).
4.3	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).
4.4	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).
4.5	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).
4.6	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated August 30, 2023 (incorporated by reference to Exhibit 4.6 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.7	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 28, 2023 (incorporated by reference to Exhibit 4.7 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.8	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated November 10, 2023 (incorporated by reference to Exhibit 4.8 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.9	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated December 29, 2023 (incorporated by reference to Exhibit 4.9 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.10	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated March 20, 2024 (incorporated by reference to Exhibit 4.10 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.11	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated June 28, 2024 (incorporated by reference to Exhibit 4.11 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.12	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 30, 2024 (incorporated by reference to Exhibit 4.12 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.13	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated December 31, 2024 (incorporated by reference to Exhibit 4.13 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.14	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated March 31, 2025 (incorporated by reference to Exhibit 4.14 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.15	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated June 30, 2025 (incorporated by reference to Exhibit 4.15 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.16	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 30, 2025 (incorporated by reference to Exhibit 4.16 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
4.17	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).

10.1	Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and Handa Lab Co., Ltd. (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).
10.2	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).
10.3	Share Exchange Agreement, dated February 10, 2025, between Evolution Metals LLC and KMMI INC. (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).
10.4	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).
10.5	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).
10.6	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).
10.7	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).
10.8	[Amendment No. 1 to Share Exchange Agreement, Dated March 31, 2025, between Evolution Metals LLC and NS World Co. Ltd. (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).\]](http://www.sec.gov/Archives/edgar/data/1866226/000121390025035406/ea021863705ex10-51_welsbach.htm)
10.9	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).
10.10	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).
10.11	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).
10.12	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).
10.13	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).
10.14	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).
10.15	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).
10.16	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).

10.17+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and David Wilcox (incorporated by reference to Exhibit 10.17 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.18+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and Frank Moon (incorporated by reference to Exhibit 10.18 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.19+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and Andrew F. Knaggs, Esq. (incorporated by reference to Exhibit 10.19 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.20+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and Christopher Clower (incorporated by reference to Exhibit 10.20 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.21+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and John Arrastia (incorporated by reference to Exhibit 10.21 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.22+	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).
14.1	Code of Ethics (incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
21.1	List of Subsidiaries of Evolution Metals & Technologies Corp. (incorporated by reference to Exhibit 21.1 to Current Report on Form 8-K filed with the SEC on January 9, 2026)
99.1	Unaudited financial statements of WTMA as of and for the three and nine months ended September 30, 2025 and 2024 (incorporated by reference to WTMA’s Quarterly Report on Form 10-Q (File No. 011-41183) filed with the SEC on November 18, 2025).
99.2	Unaudited financial statements of EM as of and for the three and nine months ended September 30, 2025 and the period from February 8, 2024 (inception) to September 30, 2025 (incorporated by reference to EM’s Quarterly Report on Form 10-Q (File No. 333-283119-05) filed with the SEC on November 18, 2025).
99.3	Unaudited financial statements of KCM as of and for the nine months ended September 30, 2025 and 2024 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.4	Unaudited financial statements of KMMI as of and for the nine months ended September 30, 2025 and 2024 (incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.5	Unaudited financial statements of NS World as of and for the nine months ended September 30, 2025 and 2024 (incorporated by reference to Exhibit 99.5 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.6	Unaudited financial statements of Handa Lab as of and for the nine months ended September 30, 2025 and 2024 (incorporated by reference to Exhibit 99.6 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.7	Unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 (incorporated by reference to Exhibit 99.7 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.8	Management’s discussion and analysis of the financial condition and results of operations of KCM for the nine months ended September 30, 2025 (incorporated by reference to Exhibit 99.8 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.9	Management’s discussion and analysis of the financial condition and results of operations of KMMI for the nine months ended September 30, 2025 (incorporated by reference to Exhibit 99.9 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.10	Management’s discussion and analysis of the financial condition and results of operations of NS World for the nine months ended September 30, 2025 (incorporated by reference to Exhibit 99.10 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.11	Management’s discussion and analysis of the financial condition and results of operations of Handa Lab for the nine months ended September 30, 2025 (incorporated by reference to Exhibit 99.11 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
99.12	Press Release (incorporated by reference to Exhibit 99.12 to Current Report on Form 8-K filed with the SEC on January 9, 2026).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith.
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**	Furnished herewith
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+	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.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 9, 2026

Evolution Metals & Technologies Corp.
By:	/s/ Christopher Clower
Name:	Christopher Clower
Title:	Chief Financial Officer and Chief Operating Officer

Exhibit 3.1

Second Amended and Restated

Certificate of Incorporation

Welsbach Technology Metals Acquisition Corp.

Pursuant to Section 242 and 245 of the

Delaware General Corporation Law

Welsbach Technology Metals Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Executive Chairman, hereby certifies as follows:

1.	The name of the corporation is Welsbach Technology Metals Acquisition Corp. (the “Corporation”).
2.	The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State<br>of the State of Delaware on May 27, 2021 (the “Original Certificate”).
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3.	A Certificate of Amendment to Certificate of Incorporation was filed in the office of the Secretary of<br>State of the State of Delaware on October 11, 2021 to amend the Original Certificate (“Amendment 1”).
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4.	An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State<br>of the State of Delaware on December 27, 2021 to amend and restate the Original Certificate, as amended by Amendment 1 (the “A&R<br>Certificate”).
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5.	A Certificate of Amendment to Certificate of Incorporation was filed in the office of the Secretary of<br>State of the State of Delaware on March 24, 2023 to amend the A&R Certificate.
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6.	A Certificate of Amendment to Certificate of Incorporation was filed in the office of the Secretary of<br>State of the State of Delaware on September 29, 2023 to amend the A&R Certificate.
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7.	A Certificate of Amendment to Certificate of Incorporation was filed in the office of the Secretary of<br>State of the State of Delaware on June 28, 2024 to amend the A&R Certificate.
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8.	A Certificate of Amendment to Certificate of Incorporation was filed in the office of the Secretary of<br>State of the State of Delaware on June 26, 2025 to amend the A&R Certificate.
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9.	The A&R Certificate, as amended to date, is referred to herein as the “Current Certificate”.
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10.	This Second Amended Restated Certificate of Incorporation restates, integrates and amends the Current<br>Certificate as set forth herein.
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11.	This Second Amended Restated Certificate of Incorporation was duly adopted by the written consent of the<br>directors and by the stockholders of the Corporation in accordance with the applicable provisions of Sections 141(f), 228, 242 and 245<br>of the General Corporation Law of the State of Delaware (“GCL”).
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12.	The text of the Current Certificate is hereby amended and restated to read in full as follows:

Article I. Name

The name of the corporation is Evolution Metals & Technologies Corp. (the “Corporation”).

Article II. Registered Office

The registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808. The name of its registered agent at that address is Corporation Service Company.

Article III. Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.

Article IV. Capital Stock

Section 4.01 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 1,501,000,000 shares, consisting of (a) 1,500,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Section 4.02 Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the GCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions. The authority of the Board with respect to each such series of Preferred Stock will include, without limiting the generality of the foregoing, the determination of any or all of the following:

(a)	The number of shares of any series and the designation to<br>distinguish the shares of such series from the shares of all other series;
(b)	the voting powers, if any, of the shares of such series and<br>whether such voting powers are full or limited;
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(c)	the redemption provisions, if any, applicable to such series,<br>including the redemption price or prices to be paid;
(d)	whether dividends, if any, will be cumulative or noncumulative,<br>the dividend rate or rates of such series and the dates and preferences of dividends on such series;
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(e)	the rights of such series upon the voluntary or involuntary<br>dissolution of, or upon any distribution of the assets of, the Corporation;
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(f)	the provisions, if any, pursuant to which the shares of such<br>series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other<br>class or classes of stock, or any other security, of the Corporation or any other corporation or other entity, and the rates or other<br>determinants of conversion or exchange applicable thereto;
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(g)	the right, if any, to subscribe for or to purchase any securities<br>of the Corporation or any other corporation or other entity;
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(h)	the provisions, if any, of a sinking fund applicable to such<br>series; and
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(i)	any other relative, participating, optional or other powers,<br>preferences or rights, and any qualifications, limitations or restrictions thereof, of such series.
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Section 4.03 Common Stock.

(a)	Voting.
(i)	Except as otherwise required by law or this Certificate of<br>Incorporation, the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.
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(ii)	Except as otherwise required by law or this Certificate of<br>Incorporation, the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted<br>to the stockholders on which the holders of the Common Stock are entitled to vote.
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(iii)	Except as otherwise required by law or this Certificate of<br>Incorporation, at any annual or special meeting of the stockholders of the Corporation, holders of Common Stock shall have the exclusive<br>right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.
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(iv)	Notwithstanding the foregoing, except as otherwise required<br>by law or this Certificate of Incorporation, holders of shares of any Common Stock shall not be entitled to vote on any amendment to<br>this Certificate of Incorporation (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one<br>or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled exclusively, either<br>separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation<br>or the GCL.
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(v)	The number of authorized shares of the Common Stock or Preferred<br>Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders<br>of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2)<br>of the GCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting<br>separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Certificate of Incorporation.
(b)	Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series<br>of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable<br>in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets<br>or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
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(c)	Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, the rights,<br>if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution<br>or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders<br>of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders,<br>ratably in proportion to the number of shares of Common Stock held by them.
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(d)	Other Rights. Except as otherwise required by the GCL and as may otherwise be provided in<br>this Certificate of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights<br>in liquidation.
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Section 4.04 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

Section 4.05 Cumulative Voting. Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation.

Article V. Management and Operations of the Corporation

Section 5.01 General. The following provisions of this Article V are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders.

Section 5.02 Election and Service of Directors.

(a)	Election of directors need not be by ballot unless the bylaws<br>of the Corporation so provide.
(b)	Subject to Section 5.02(e), a director shall hold office<br>until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified,<br>subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
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(c)	Unless and except to the extent that the bylaws shall so<br>require, the election of directors need not be by written ballot. The holders of shares of Common Stock shall not have cumulative voting<br>rights with regard to election of directors.
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(d)	Subject to Section 5.02(e), newly created directorships resulting<br>from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification,<br>removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less<br>than a quorum or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder<br>of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or<br>her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification<br>or removal.
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(e)	Notwithstanding any other provision of this Article V,<br>and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting<br>separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office<br>and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Certificate<br>of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant<br>to this Article V unless expressly provided by such terms.
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(f)	A quorum for the transaction of business by the directors<br>shall be set forth in the bylaws.
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Section 5.03 Bylaws. The Board shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the bylaws of the Corporation as provided in the bylaws of the Corporation.

Section 5.04 Submission to Stockholders. The Board in its discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

Section 5.05 Reservation of Powers. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaw so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

Section 5.06 Removal of Directors. Any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of more than 60% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Article VI. Liability; Indemnification

Section 6.01 Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this Section 6.01 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

Section 6.02 Indemnification. The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

Section 6.03 Limitations. Notwithstanding the foregoing provisions of this Article VI, no indemnification nor advancement of expenses will extend to any claims made by the Corporation’s officers and directors to cover any loss that such individuals may sustain as a result of such individuals’ agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by the Corporation for services rendered or contracted for or products sold to the Corporation, as described in the Registration Statement.

Article VII. Jurisdictional Provisions

Section 7.01 Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the GCL or this Certificate of Incorporation or the bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) for which, unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act.

Section 7.02 Foreign Actions. If any action the subject matter of which is within the scope of Section 7.01 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.01 (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 7.03 Applicability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article VII (including, without limitation, each portion of any sentence of this Article VII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VII.

Article VIII. Dissolution Provisions.

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

Article IX. Amendments

The affirmative vote of the holders of at least two-thirds (66 and 2∕3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote shall be required to amend any of the provisions of Section 4.03, Section 5.03, Section 5.06, Article VI, Article VII or this Article IX.

IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by David Wilcox, its Executive Chairman, as of 5^th^ day of January, 2026.

By:
Name:	David Wilcox
Title:	Executive Chairman

Exhibit 3.2

Amendedand Restated Bylaws

EvolutionMetals & Technologies Corp.

Article I. Offices

Section 1.01 Principal Office. The registered office of the Evolution Metals & Technologies Corp. (the “Corporation”) shall be located in such place as may be provided from time to time in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”).

Section 1.02 Other Offices. The Corporation may also havave offices at such other places both within and without the State of Delaware as the Board of Directors (the “Board”) may from time to time determine or as the business of the Corporation may require.

Article II. Stockholders

Section 2.01 Annual Meetings. The annual meeting of the stockholders of the Corporation shall be held wholly or partially by means of remote communication or at such place, within or without the State of Delaware, on such date and at such time as may be determined by the Board and as shall be designated in the notice of said meeting.

Section 2.02 Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be held wholly or partially by means of remote communication or at any place, within or without the State of Delaware, and may be called by resolution of the Board, or by the Chairman of the Board, the Executive Chairman of the Board, the Chief Executive Officer, or the President (if any), and may not be called by any other person.

Section 2.03 Notice and Purpose of Meetings. Written or printed notice of the meeting stating the place, day and hour of the meeting and, in case of a special meeting, stating the purpose or purposes for which the meeting is called, and in case of a meeting held by remote communication stating such means, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally, by mail, or by telegram, facsimile or cable or other electronic means, by or at the direction of the Chief Executive Officer, the Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting. Such notice shall be deemed to be given at the time of receipt thereof if given personally or at the time of transmission thereof if given by telegram, telex, facsimile or cable or other electronic means.

Section 2.04 Voting; Proxies.

(a)

Unless otherwise provided in the Certificate of Incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for each share of capital stock standing in his name on the record of stockholders. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, every reference in these Amended and Restated Bylaws (these “Bylaws”) or any provision of the Delaware General Corporation Law (the “GCL”), to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of the GCL shall apply in determining whether any shares of capital stock may be voted and the persons, if any entitled to vote such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders as owners thereof for all purposes.

(b)	In any uncontested election of directors, each person receiving<br>a majority of the votes cast shall be deemed elected. For purposes of this Section 2.04(b), a ‘majority of the votes cast’<br>shall mean that the number of votes cast ‘for’ a director must exceed the number of votes cast ‘against’ that<br>director (with ‘abstentions’ and ‘broker non-votes’ not counted as a vote cast with respect to that director).<br>In any contested election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected<br>in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election<br>and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election<br>as a director that an individual agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing<br>to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the<br>resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee<br>designated by the Board (the “Nominating and Governance Committee”) to make a recommendation to the Board on whether to accept<br>or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s<br>recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date<br>of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice<br>that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder<br>nominees for director set forth in Section 2.06 and (ii) such nomination has not been withdrawn by such stockholder on or before the<br>10^th^ day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested<br>election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise<br>provided in the Certificate of Incorporation.
(c)	As to each matter submitted to a vote of the stockholders<br>(other than the election of directors), except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws,<br>such matter shall be decided by the affirmative vote of the holders of a majority of shares of stock present or represented at the meeting<br>and entitled to vote (meaning that of the shares present or represented at the meeting and entitled to vote, a majority of them must<br>be voted “for” the proposal for it to be approved). Abstentions will have the same effect as a vote “against”<br>the proposal, and broker non-votes will have no effect on the vote for the proposal.
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(d)	In voting on any other question on which a vote by ballot<br>is required by law, the voting shall be by ballot. Each ballot shall be signed by the stockholder voting or by his proxy and shall state<br>the number of shares voted. Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate<br>action in writing without a meeting may authorize another person(s) to act for him by proxy. Any proxy to be used at a meeting of stockholders<br>must be delivered to the Secretary of the Corporation or his or her representative at the principal executive offices of the Corporation<br>at or before the time of the meeting. The validity and enforceability of any proxy shall be determined in accordance with the provisions<br>of the GCL. The Chairman shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each<br>matter upon which the stockholders will vote at the meeting.
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Section 2.05 Nomination of Directors*.* Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of stockholders at which directors are to be elected only (a) by or at the direction of the Board or (b) by any stockholder of the Corporation entitled to vote for the election of directors at a meeting who complies with the notice procedures set forth in Section 2.06.

Section 2.06 Advance Notice Requirements for Stockholder Proposals and Director Nominations.

(a)	For director nominations or other business to be properly<br>brought by a stockholder before an annual meeting of stockholders, a stockholder’s notice must include the following information<br>and/or documents, as applicable:
(i)	the name and address of the stockholder giving the notice,<br>as they appear on the Corporation’s books, and of the beneficial owner of stock of the Corporation, if any, on whose behalf such<br>nomination or proposal of other business is made (such beneficial owner, the “Beneficial Owner”);
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(ii)	representations that, as of the date of delivery of such notice,<br>such stockholder is a holder of record of stock of the Corporation and is entitled to vote at such meeting and intends to appear in person<br>or by proxy at such meeting to propose and vote for such nomination and any such other business;
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(iii)	as to each person whom the stockholder proposes to nominate<br>for election or re-election as a director (a “Stockholder Nominee”):
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(1)	all information relating to such Stockholder Nominee that<br>is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in<br>each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended from time to time, the “Exchange Act”)<br>or any successor provision thereto, including such Stockholder Nominee’s written consent to serving as a director if elected and<br>to being named in the Corporation’s proxy statement and form of proxy if the Corporation so determines; and
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(2)	a statement whether such Stockholder Nominee, if elected,<br>intends to tender, promptly following such Stockholder Nominee’s election or re-election, an irrevocable offer of resignation effective<br>upon such Stockholder Nominee’s failure to receive the required vote for re-election at the next meeting at which such Stockholder<br>Nominee would face re-election and upon acceptance of such resignation by the Board;
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(iv)	as to any other business that the stockholder proposes to<br>bring before the meeting:
(1)	a brief description of such business;
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(2)	the text of the proposal (including the text of any resolutions<br>proposed for consideration and, if such business includes a proposal to amend these Bylaws or the Certificate of Incorporation, the text<br>of the proposed amendment); and
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(3)	the reasons for conducting such business at the meeting;<br>and
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(v)	in all cases:
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(1)	the name of any affiliate (within the meaning of Rule 12b-2<br>under the Exchange Act) or associate (within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder, Beneficial Owner<br>and/or Stockholder Nominee (each of the foregoing, including, for the avoidance of doubt, the stockholder, Beneficial Owner and/or Stockholder<br>Nominee, a “Stockholder Group Member”) that has any agreement, arrangement or understanding during the past two years for<br>the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such Person in response to a public proxy solicitation<br>made generally by such Person to all holders of common stock of the Corporation) or disposing of any capital stock of the Corporation<br>or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors<br>acting in the ordinary course of their respective businesses) (each Person described in this Section 2.06(a)(v)(1), including each Stockholder<br>Group Member, a “Covered Person”), and a description, and, if in writing, a copy, of each such agreement, arrangement or<br>understanding;
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(2)	a list of the class, series and number of shares of capital<br>stock of the Corporation that are beneficially owned or owned of record, directly or indirectly, by each Covered Person, including any<br>class or series of shares of capital stock of the Corporation that each Covered Person has the right to acquire beneficial ownership<br>of, together with documentary evidence of such record or beneficial ownership;
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(3)	a description of whether and the extent to which any Covered<br>Person holds any voting, investment, pecuniary and/or economic interests, privileges or rights, directly or indirectly, in a security,<br>contract or arrangement relating to the stock or other securities of the Corporation, including without limitation any “derivative<br>security” (as such term is defined in Rule 16a-1(c) under the Exchange Act, but without regard to clause (6) thereto), and any<br>other derivative, option, swap, stock loan, repurchase agreement, or other instrument (whether settled in cash or in stock) whose value<br>is derived, in whole or in part, from the price or other attribute of the stock or other securities of the Corporation;
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(4)	a list of all transactions by any Covered Person involving<br>any shares of capital stock of the Corporation or any derivative securities (as defined above) or other derivatives or similar arrangements<br>related to any shares of capital stock of the Corporation entered into or consummated within 60 days prior to the date of such notice;<br>and
(5)	a representation as to whether any Covered Person intends<br>or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the<br>Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, (y) otherwise to solicit<br>proxies or votes from stockholders in support of such proposal or nomination or (z) solicit the holders of shares representing at least<br>67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s<br>nominees pursuant to Rule 14a-19 under the Exchange Act (such representation, the “Solicitation Representation”).
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(b)	A notice delivered by or on behalf of any Stockholder under<br>this Section 2.06 shall be deemed to be not in compliance with this Section 2.06 and not be effective if: (x) such notice does not include<br>all of the information, documents and representations required under this Section 2.06, (y) after delivery of such notice, any information<br>or document required to be included in such notice changes or is amended, modified or supplemented, as applicable, prior to the date<br>of the relevant meeting and such information and/or document is not delivered to the Corporation by way of a further written notice as<br>promptly as practicable following the event causing such change in information or amendment, modification or supplement, as applicable,<br>and in any case where such event occurs within 45 days of the date of the relevant meeting, within five business days after such event<br>or (z) any Covered Person does not act in accordance with the representation set forth in the Solicitation Representation; provided,<br>however, that the Board shall have the authority to waive any such non-compliance if the Board determines that such action is appropriate<br>in the exercise of its fiduciary duties.
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(c)	Notwithstanding Section 2.06(b), in the event that the number<br>of directors to be elected to the Board is increased effective at the next annual meeting and there is no Public Announcement (as defined<br>below) specifying the size of the increased Board made by the Corporation at least 100 days prior to the first anniversary of the preceding<br>year’s annual meeting, a stockholder’s notice required by this Section 2.06 shall also be considered timely, but only with<br>respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the principal executive offices<br>of the Corporation not later than the close of business on the 10^th^ day following the day on which such Public Announcement<br>is first made by the Corporation and such notice otherwise complies with the requirements of this Section 2.06. Otherwise, to be timely,<br>a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than 90<br>days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that<br>in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 90 days, from such anniversary<br>date, or if no annual meeting was held in the preceding year, notice by a stockholder to be timely must be so delivered not earlier than<br>the 120^th^ day prior to such annual meeting and not later than the close of business on the later of the 90^th^ day<br>prior to such annual meeting and the 10^th^ day following the day on which the Public Announcement of the date of such meeting<br>is first made by the Corporation. In no event shall the Public Announcement of an adjournment or postponement of an annual meeting commence<br>a new time period for the giving of a Stockholder’s notice as described in this Section 2.06.
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(d)	“Public Announcement” shall mean disclosure in<br>a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly<br>filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, Section 14 or Section 15(d) of the Exchange<br>Act or any document delivered to all stockholders (including any quarterly income statement).
(e)	Notwithstanding anything to the contrary in this Section<br>2.06 or these Bylaws, unless otherwise required by law, if a Covered Person (A) provides notice pursuant to Rule 14a-19(b) under the<br>Exchange Act with respect to any proposed nominee for election as a director of the Corporation and (B) subsequently fails to comply<br>with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence<br>sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance<br>with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee<br>is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting (or any<br>supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received<br>by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder provides notice<br>pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days<br>prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.
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(d)

“Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, Section 14 or Section 15(d) of the Exchange Act or any document delivered to all stockholders (including any quarterly income statement).

(e)

Notwithstanding anything to the contrary in this Section 2.06 or these Bylaws, unless otherwise required by law, if a Covered Person (A) provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any proposed nominee for election as a director of the Corporation and (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

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Section 2.07 Quorum. The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.08 Written Consent of Stockholders Without a Meeting. Whenever the stockholders are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a written consent or electronic transmission, setting forth the action so taken, shall be signed or e-mailed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting called for such purpose.

Article III. Directors

Section 3.01 Powers. The business affairs of the Corporation shall be managed by its Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these Bylaws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number, Qualifications, Term. The Board shall consist of one or more members. The number of directors shall be set from time to time by resolution of the Board or of the stockholders. Directors need not be residents of the State of Delaware nor stockholders of the Corporation.

Section 3.03 Classes of Directors.

(a)	Subject to Section 3.03(c), the Board shall be divided into<br>three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The Board is authorized to assign<br>members of the Board already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the<br>first annual meeting of the stockholders of the Corporation following the effectiveness of these Bylaws, the term of the initial Class<br>II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of these Bylaws,<br>and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following<br>the effectiveness of these Bylaws.
(b)	Subject to Section 3.03(c), at each succeeding annual meeting<br>of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the<br>effectiveness of these Bylaws, each of the successors elected to replace the class of directors whose term expires at that annual meeting<br>shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their<br>earlier death, resignation or removal.
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(c)	If the number of directors that constitutes the Board is<br>changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each<br>class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board shorten the term<br>of any incumbent director. Subject to the rights of the holders of one or more series of Preferred Stock (as defined in the Certificate<br>of Incorporation), voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred<br>Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented<br>by proxy at the meeting and entitled to vote thereon.
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Section 3.04 Term. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 3.05 Vacancies. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled only by a majority of the directors then in office, though less than a quorum, and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred. A vacancy created for any reason may not be filled by the stockholders.

Section 3.06 Place of Meetings. Meetings of the Board, regular or special, may be held either within or outside of the State of Delaware.

Section 3.07 First Meeting. The first meeting of each newly elected Board shall be held immediately following and at the place of the annual meeting of stockholders and no other notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3.08 Regular Meetings. Regular meetings of the Board may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.09 Special Meetings. Special meetings of the board of directors may be called by the Chairman or the President or by the number of directors who then legally constitute a quorum. Notice of the time and place of all special meetings of the Board shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, charges prepaid, at least three days before the date of the meeting.

Section 3.10 Notice; Waiver. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 3.11 Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business unless a greater number is required by law, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.12 Action Without A Meeting. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. In addition, meetings of the Board may be held by means of conference telephone or voice communication as permitted by the GCL.

Section 3.13 Action. Except as otherwise provided by law or in the Certificate of Incorporation or these Bylaws, if a quorum is present, the affirmative vote of a majority of the members of the Board will be required for any action.

Article IV. Committees

Section 4.01 Executive Committee. The Board may, by resolution adopted by a majority of the whole Board, designate one or more of its members to constitute members or alternate members of an Executive Committee.

Section 4.02 Powers and Authority of Executive Committee. The Executive Committee shall have and may exercise, between meetings of the Board, all the powers and authority of the Board in the management of the business and affairs of the Company, including, the right to authorize the purchase of stock, except that the Executive Committee shall not have such power or authority in reference to amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets; recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws of the Corporation or authorizing the declaration of a dividend.

Section 4.03 Other Committees. The Board may, by resolution adopted by a majority of the whole Board, designate one or more other committees, each of which shall, except as otherwise prescribed by law, have such authority of the Board as shall be specified in the resolution of the Board designating such committee. A majority of all the members of such committee may determine its action and fix the time and place of its meeting, unless the Board shall otherwise provide. The Board shall have the power at any time to change the membership of, to fill all vacancies in and to discharge any such committee, either with or without cause.

Section 4.04 Procedure; Meetings; Quorum. Regular meetings of the Executive Committee or any other committee of the Board, of which no notice shall be necessary, may be held at such times and places as shall be fixed by resolution adopted by a majority of the members thereof. Special meetings of the Executive Committee or any other committee of the Board shall be called at the request of any member thereof. So far as applicable, the provisions of Article III of these Bylaws relating to notice, quorum and voting requirements applicable to meetings of the Board shall govern meetings of the Executive Committee or any other committee of the Board. The Executive Committee and each other committee of the Board shall keep written minutes of its proceedings and circulate summaries of such written minutes to the Board before or at the next meeting of the Board.

Article V. Officers

Section 5.01 Number. The Board at its first meeting after each annual meeting of stockholders shall choose one or more Chief Executive Officers and a Secretary, none of whom need be a member of the Board. The Board may also choose a Chairman from among the directors, one or more Vice Presidents, Assistant Secretaries, Treasurers and Assistant Treasurers. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The same person may hold two or more offices.

Section 5.02 Compensation. The salaries or other compensation of all officers of the Corporation shall be fixed by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he or she is also a director.

Section 5.03 Term; Removal; Vacancy. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board. Any vacancy occurring in any office of the Corporation shall be filled by the Board.

Section 5.04 Chairman. The Chairman shall, if one be elected, preside at all meetings of the Board.

Section 5.05 Chief Executive Officer. The Chief Executive Officer, shall preside at all meetings of the stockholders and the Board in the absence of a Chairman, shall have general supervision over the business of the Corporation and shall see that all directions and resolutions of the Board are carried into effect. The Corporation may have Co-Chief Executive Officers, in which event each such Co-Chief Executive Officer shall have the powers of the Chief Executive Officer as set forth herein, in the Certificate of Incorporation and in the GCL.

Section 5.06 President. The President shall, in the absence or disability of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 5.07 Vice President. The Vice President shall, in the absence or disability of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer and shall perform such other duties and have such other powers as the Board may from time to time prescribe. The Vice President shall, in the absence or disability of the Chief Executive Officer and of the Vice President, perform the duties and exercise the powers of the Chief Executive Officer and shall perform such other duties and have such other powers as the Board may from time to time prescribe. If there shall be more than one vice president, the vice presidents shall perform such duties and exercise such powers in the absence or disability of the Chief Executive Officer and of the Vice President, in the order determined by the Board.

Section 5.08 Secretary. The Secretary shall attend all meetings of the Board and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or Chief Executive Officer, under whose supervision he shall be. He or she shall have custody of the corporate seal of the Corporation and he or she, or an assistant secretary, shall have the authority to affix the same to an instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

Section 5.09 Assistant Secretary. The Assistant Secretary, if there shall be one, or if there shall be more than one, the assistant secretaries in the order determined by the Board, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such powers as the Board may from time to time prescribe.

Section 5.10 Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

Section 5.11 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. He or she shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman, the Chief Executive Officer and the Board, at its regular meetings, or when the Board so requires, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 5.12 Assistant Treasurer. The Assistant Treasurer, if there shall be one, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 5.13 Additional Officers*.* The Chief Executive Officer, the President and the Principal Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.

Article VI. Capital Stock

Section 6.01 Form. The shares of the capital stock of the Corporation shall be represented by certificates in such form as shall be approved by the Board and shall be signed by the Chief Executive Officer, the President or a Vice President, and by the Treasurer or an assistant treasurer or the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof.

Section 6.02 Lost and Destroyed Certificates. The Board may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Section 6.03 Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Article VII. Indemnification

Section 7.01 General Provisions.

(a)	The Corporation shall indemnify, subject to the requirements<br>of Section 7.01(d), any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,<br>suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation),<br>by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request<br>of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise,<br>against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred<br>by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or<br>not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause<br>to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or<br>upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith<br>and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any<br>criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b)	The Corporation shall indemnify, subject to the requirements<br>of Section 7.01(d), any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action<br>or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director,<br>officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee<br>or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’<br>fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good<br>faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification<br>shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation<br>unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought<br>shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person<br>is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court<br>shall deem proper.
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(c)	To the extent that a director, officer, employee or agent<br>of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section<br>7.01(a) or Section 7.01(b), or in defense of any claim, issue or matter therein, the Corporation shall indemnify him against expenses<br>(including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
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(d)	Any indemnification under Section 7.01(a) or Section 7.01(b)<br>(unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification<br>of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set<br>forth in Section 7.01(a) or Section 7.01(b). Such determination shall be made (1) by the Board by a majority vote of a quorum consisting<br>of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable<br>a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
(e)	Expenses incurred by a director, officer, employee or agent<br>in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such<br>action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall<br>ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section 7.01. Such expenses<br>incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.
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(f)	The indemnification and advancement of expenses provided<br>by, or granted pursuant to, the other subsections of this Section 7.01 shall not limit the Corporation from providing any other indemnification<br>or advancement of expenses permitted by law nor shall they be deemed exclusive of any other rights to which a person seeking indemnification<br>or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise,<br>both as to action in his official capacity and as to action in another capacity while holding such office.
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(g)	The Corporation may purchase and maintain insurance on behalf<br>of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation<br>as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability<br>asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would<br>have the power to indemnify him against such liability under the provisions of this Section 7.01.
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(h)	For the purposes of this Section 7.01, references to “the<br>Corporation” shall include any constituent corporation (including any constituent of a constituent) absorbed in a consolidation<br>or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees<br>or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving<br>at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,<br>trust or other enterprise, shall stand in the same position under the provisions of this Section 7.01 with respect to the resulting or<br>surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.
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(i)	For purposes of this Section 7.01, references to “other<br>enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on<br>a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include<br>any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director,<br>officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in<br>good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit<br>plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this<br>Section 7.01.
(j)	The indemnification and advancement of expenses provided<br>by, or granted pursuant to, this Section 7.01 shall, unless otherwise provided when authorized or ratified by the Board, continue as<br>to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs<br>executors and administrators of such a person.
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(i)

For purposes of this Section 7.01, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Section 7.01.

(j)

The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.01 shall, unless otherwise provided when authorized or ratified by the Board, continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs executors and administrators of such a person.

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Article VIII. General Provisions

Section 8.01 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 8.02 Fiscal Year. The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

Section 8.03 Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Article IX. Amendments

Section 9.01 Amendment by the Stockholders. These Bylaws may be altered, amended, supplemented or repealed or new Bylaws may be adopted at any regular or special meeting of stockholders at which a quorum is present or represented, by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

Section 9.02 Amendment by the Board. These Bylaws may be altered, amended, supplemented or repealed or new Bylaws may be adopted by a resolution adopted by a majority of the whole Board at any regular or special meeting of the Board or in any action by written consent of the Board.

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