8-K - EMAT - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant 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<br> of<br><br> incorporation or organization)	(Commission File Number)	(IRS Employer<br><br> Identification No.)

516 S Dixie Hwy, Unit 209

West Palm Beach, Florida33401

(Address and zip code of principal executive offices)

561-225-3205

(Registrant’s telephone number, including area code)

Welsbach Technology MetalsAcquisition 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br> 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. ☐

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 Entryinto a Material Definitive Agreement.

Merger Agreement and Amendments Thereto

As disclosed under the section titled “Merger Agreement” 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 “Amendment No. 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 “Amendment No. 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 “Amendment No. 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 “Amendment No. 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

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 “NewEM 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 Evolution Metals & Technologies 2025 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<br>time of the Merger (the “Effective Time”) (including EM Member Units issued in exchange for the outstanding equity interests<br>of the Korean Companies, but excluding the outstanding EM Member Units held by US NewCo) were cancelled in exchange for the right to receive<br>an aggregate of 479,037,475 shares of common stock, par value $0.0001 per share, of EMAT (“EMAT Common Stock”) and (b) all<br>convertible preferred units of EM, in the aggregate amount of $42,280,000 (the “EM Convertible Preferred Units”) outstanding<br>immediately prior to the Effective Time were cancelled in exchange for the right to receive an aggregate of 109,436,178 shares of EMAT<br>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<br> Company’s ability to develop and operate its planned battery recycling facility that<br> is tailored specifically to integrate with its downstream multi-feedstock processing facility;
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●	the<br> Company’s ability to source sufficient volumes of spent lithium-ion batteries from<br> third parties;
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●	expectations<br> regarding the Company’s strategies and future financial performance, including future<br> business plans, expansion and acquisition plans or objectives, prospective performance and<br> opportunities and competitors, revenues, products and services, pricing, operating expenses,<br> product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital<br> expenditures, and the Company’s ability to invest in growth initiatives;
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●	the<br> implementation, market acceptance and success of the Company’s business model and growth<br> strategy;
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●	the<br> ability to maintain the listing of the Company’s stock on Nasdaq;
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●	limited<br> liquidity and trading of the Company’s public securities;
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●	The<br> Company’s ability to raise financing in the future;
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●	The<br> Company’s success in retaining or recruiting, or changes required in, our officers,<br> key employees or directors;
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●	the<br> impact of the regulatory environment and complexities with compliance related to such environment,<br> including the Company’s ability to meet, and continue to meet, applicable regulatory<br> requirements;
●	the<br> Company’s ability to execute its business plan, including with respect to its technical<br> development and commercialization of products, and its growth and go-to-market strategies;
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●	the<br> Company’s ability to achieve sustained, long-term profitability and commercial success;
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●	operational<br> risks, including with respect to the Company’s use of agents or resellers in certain<br> jurisdictions, the Company’s ability to scale up its manufacturing quantities of its<br> products, the Company’s outsourcing of manufacturing and such manufacturers’<br> ability to satisfy the Company’s manufacturing needs on a timely basis, the availability<br> of components or raw materials used to manufacture the Company’s products and the Company’s<br> ability to process customer order backlog;
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●	the<br> Company’s revenue deriving from a limited number of customers;
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●	geopolitical<br> risk and changes in applicable laws or regulations, including with respect to geopolitical<br> risk and changes in applicable laws or regulations, including with respect to the Company’s<br> planned operations outside of the U.S. and Korea;
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●	the<br> Company’s ability to attract and retain talented personnel;
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●	the<br> Company’s ability to compete with companies that have significantly more resources;
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●	the<br> Company’s ability to meet certain certification and compliance standards; and
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●	the<br> Company’s ability to protect its intellectual property rights and ability to protect<br> 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’sDiscussion and Analysis of 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 FinancialCondition and Results 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 Analysisof Financial Condition 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		% 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<br> 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<br> and directors of EMAT is c/o Evolution Metals & Technologies Corp., 516 S Dixie<br> 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<br> Stock to be held by The Zeus Trust, UA dated April 15, 2025, William D. Wilcox, Jr., Settlor<br> and Trustee, which is a revocable trust organized under the laws of Florida. The trustee<br> of the trust is David Wilcox, who has sole voting and dispositive power over the shares.<br> 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,<br> Suite 250, Las Vegas, Nevada 89135. Nicole Garcia, the Manager of Good Earth 1000, LLC, has<br> the voting and dispositive power with respect to the securities held by Good Earth 1000,<br> LLC.
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(5)	Welsbach Acquisition Holdings LLC, the Sponsor is the record<br>holder of the shares reported herein. Daniel Mamadou and Christopher Clower are the managing members of the Sponsor. Mr. Mamadou and<br>Mr. Clower hold voting and investment discretion with respect to the common stock held of record by the Sponsor. Mr. Mamadou and Mr.<br>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<br>herein. Thomas Stoddard is the manager of CKLM, LLC. Mr. Stoddard may be deemed to have beneficial ownership of the shares held by CKLM,<br>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<br>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 2025 Business Combination 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 2025 Business Combination 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 2025 Business Combination 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 2025 Business Combination 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 2025 Business Combination 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 2, 2025, Special Meeting, WTMA stockholders confirmed their approval and adoption of the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (the “Equity Incentive Plan”), which the WTMA stockholders previously approved and adopted at the special meeting of WTMA stockholders held on June 26, 2025 (the “June Special Meeting”). The Equity Incentive Plan became effective upon the Closing Date. The Equity Incentive Plan will allow the Company to make equity and equity-based incentive awards, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and certain other awards based on or related to shares of EMAT Common Stock, to officers, employees, directors and consultants. 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 Evolution Metals & Technologies 2025 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 andRelated 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 BusinessCombination - Director Independence,” beginning on page 446 thereof, which is incorporated herein by reference.

The information set forth under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements 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 “Descriptionof New EM Securities—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 Accountingand Financial 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 Creationof a Direct Financial Obligation or an Obligation under 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 MaterialModification 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 “Comparisonof Rights of 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 Amended and Restated Certificate of Incorporation of EMAT (as amended and restated, the “Charter”) 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 Changesin 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; Electionof Directors; 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 “Executive Officer 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 Amendmentsto the Registrant’s Code of Ethics, or Waiver 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 7.01Regulation 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 FinancialStatements 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.
3.1	Second Amended and Restated Certificate of Incorporation of Evolution Metals & Technologies Corp. (incorporated by reference to Annex B 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).
3.2	Amended and Restated Bylaws of Evolution Metals & Technologies Corp. (incorporated by reference to Annex C 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).
4.1*	Form of Specimen Common Stock Certificate of Evolution Metals & Technologies Corp.
4.2	Form of Extension Note (incorporated by reference to Exhibit 10.2 to Welsbach Technology Metals Acquisition Corp.’s Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023).
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.
4.7*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 28, 2023.
4.8*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated November 10, 2023.
4.9*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated December 29, 2023.
4.10*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated March 20, 2024.
4.11*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated June 28, 2024.
4.12*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 30, 2024.
4.13*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated December 31, 2024.
4.14*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated March 31, 2025.
4.15*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated June 30, 2025.
4.16*	Working Capital Note issued to Welsbach Acquisition Holdings LLC, dated September 30, 2025.
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.
10.18*+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and Frank Moon
10.19*+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and Andrew F. Knaggs, Esq.
10.20*+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and Christopher Clower.
10.21*+	Employment Agreement, dated January 5, 2026, between Evolution Metals & Technologies Corp. and John Arrastia.
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.
21.1*	List of Subsidiaries of Evolution Metals & Technologies Corp.
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.
99.4*	Unaudited financial statements of KMMI as of and for the nine months ended September 30, 2025 and 2024.
99.5*	Unaudited financial statements of NS World as of and for the nine months ended September 30, 2025 and 2024.
99.6*	Unaudited financial statements of Handa Lab as of and for the nine months ended September 30, 2025 and 2024.
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.
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
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
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
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
99.12**	Press Release
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<br> in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy<br> 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 8, 2026

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

Exhibit 2.7

Amendment No. 6 to Amended and Restated Agreement and Plan of Merger

Dated as of January 5, 2026

This Amendment No. 6 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and (iii) Evolution Metals LLC, a Delaware limited liability company (the “Company”). Acquiror, Merger Sub and the Company may be referred to herein individually as a “Party” and, collectively, as the “Parties.”

WHEREAS, the Parties are all of the parties to that certain 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 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 and Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated July 21, 2025 (as may be further amended, modified or supplemented, the “Merger Agreement”); and

WHEREAS, the Parties now desire to amend the Merger Agreement and, pursuant to the provisions of Section 11.11 of the Merger Agreement, the Merger Agreement may be amended by the Parties in writing.

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.	Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to<br>such terms in the Merger Agreement.
2.	Amendment. Pursuant to the provisions of Section 11.11 of the Merger Agreement, the Merger Agreement<br>is hereby amended as follows:
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(a)	The recitals of the Merger Agreements are hereby amended and restated in their entirety to provide as<br>follows:
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“Whereas, the parties hereto are all the parties to the Agreement and Plan of Merger, dated April 1, 2024 (the “Original Agreement”), and now desire to amend, restate and replace in its entirety the Original Agreement by entering into this Agreement on the terms and subject to the conditions set forth herein;

Whereas, Acquiror is a blank check company incorporated as a Delaware corporation and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities;

Whereas, upon the terms and subject to the conditions of this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), (x) Merger Sub will merge with and into the Company, the separate existence of Merger Sub will cease and the Company will be the surviving company and an indirectly wholly owned subsidiary of Acquiror (the “Merger”) and (y) Acquiror will change its name to “Evolution Metals & Technologies Corp.”;

Whereas, upon the Effective Time, all of the Company Membership Units (as defined below) will be converted into the right to receive the Aggregate Merger Consideration as set forth in this Agreement;

Whereas, each of the parties hereto intends that, for United States federal income tax purposes (and, to the extent applicable, for state and local tax purposes), the Merger, together with the Precedent Transactions (as defined below), will qualify as a transfer to a corporation controlled by transferors within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations;

Whereas, the manager of the Company has (i) determined that it is advisable for the Company to enter into this Agreement and the documents contemplated hereby and (ii) approved the execution and delivery of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby;

Whereas, the Company Equityholder (as defined below) intends to (i) declare this Agreement and the other documents contemplated hereby advisable for the Company to enter into and recommend the approval of this Agreement by the Company Members (as defined below) and (ii) approve this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby;

Whereas, the Board of Directors of Acquiror has (i) determined that it is advisable for Acquiror to enter into this Agreement and the documents contemplated hereby, (ii) approved the execution and delivery of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, and (iii) recommended the adoption and approval of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby by the Acquiror Stockholders;

Whereas, Acquiror, as the sole member of Merger Sub, has (i) declared this Agreement and the other documents contemplated hereby advisable for Merger Sub to enter into and recommended the approval of this Agreement by the sole member and manager of Merger Sub, and (ii) approved this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby;

Whereas, in furtherance of the Merger and in accordance with the terms hereof, Acquiror shall provide an opportunity to its stockholders to have their outstanding Acquiror Common Shares redeemed on the terms and subject to the conditions set forth in this Agreement and Acquiror’s Governing Documents (as defined below) in connection with obtaining the Acquiror Stockholder Approval (as defined below);

Whereas, as a condition and inducement to Acquiror’s willingness to enter into the Original Agreement, the Original Company Equityholder (as defined below) has executed and delivered to Acquiror a Company Equityholder Support and Lock-Up Agreement (as defined below) pursuant to which the Original Company Equityholder has agreed, among other things, (i) to vote in favor of the adoption and approval, promptly following the time at which the Registration Statement shall have been declared effective and delivered or otherwise made available to unitholders, of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and (ii) not to sell, transfer, convey or assign any Subject Units (as defined in the Company Equityholder Support and Lock-Up Agreement) except as otherwise permitted under and until such time specified in the Company Equityholder Support and Lock-up Agreement;

Whereas, as a condition and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, the Sponsor has executed and delivered to the Company the Sponsor Support and Lock-up Agreement (as defined below, pursuant to which the Sponsor has agreed, among other things, (i) to vote (whether pursuant to a duly convened meeting of the members of the Company or pursuant to an action by written consent of the members of the Company) in favor of the adoption and approval, promptly following the time at which the Registration Statement shall have been declared effective and delivered or otherwise made available to stockholders, of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and (ii) not to sell, transfer, convey or assign any Acquiror Common Shares until such time specified in the Sponsor Support and Lock-up Agreement;

Whereas, in furtherance of the transactions contemplated hereby, the parties to this Agreement desire to implement an equity-based compensation plan, pursuant to which directors, officers and employees of Acquiror or Affiliates of Acquiror after the Closing Date may be entitled to compensation for their services, in the form of the Evolution Metals & Technology Corp. 2025 Equity Incentive Plan as attached hereto as Exhibit A (the “Incentive Plan”);

Whereas, after the date hereof, Acquiror may enter into Subscription Agreements (as defined below) with PIPE Investors (as defined below) pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors agree to purchase Acquiror Common Shares from Acquiror for an aggregate purchase price to be determined prior to or substantially concurrent with the Closing;

Whereas, in connection with the transactions contemplated hereby, and as a material inducement to each of the parties entering into this Agreement, the Company and Acquiror intend to enter into certain other agreements to consummate other transactions subject to the terms and conditions set forth therein, each to be effective on or about the Closing, which are collectively referred to as the “Precedent Transactions”;

Whereas, in the first step of the Precedent Transactions, the Company Equityholder intends to form a wholly owned subsidiary and Delaware corporation (“US NewCo”), and immediately thereafter contribute 13,000 Company Membership Units in exchange for 100 shares of common stock of US NewCo;

Whereas, in the second step of the Precedent Transactions, the Company intends to form (i) a wholly owned subsidiary and Korean Chusik Hoesa company (“Korea NewCo”) and (ii) a wholly owned subsidiary and Korean non-Chusik Hoesa company (“Korea DRE”);

Whereas, in the third step of the Precedent Transactions, Korea DRE shall elect to be classified as a disregarded entity for U.S. federal income tax purposes (and file any necessary forms and take any further actions necessary to effectuate such classification);

Whereas, in the fourth step of the Precedent Transactions, the Company intends to contribute $78,870,000 (the “Capital Contribution”) to the capital of, and intends to assign its rights under the applicable Heads of Agreement between the Company and each of KCM Industry Co., Ltd., KMMI Inc, NS World Co., Ltd. and Handa Lab Co., Ltd. (collectively, the “Korean Targets”) to, Korea NewCo;

Whereas, in the fifth step of the Precedent Transactions, the Company intends to cause Korea NewCo to distribute the Capital Contribution to the Company in exchange for 16,571 Company Membership Units;

Whereas, in step 6-A of the Precedent Transactions, Korea Newco will acquire Korea DRE from the Company in exchange for KRW 10,000,000, after which Korea DRE shall become a wholly owned subsidiary of Korea Newco;

Whereas, in step 6-B of the Precedent Transactions, each equityholder of each of the Korean Targets who does not exercise his, her or its appraisal rights with respect to all of his, her or its equity interests in the applicable Korean Target (each a “Korean Equityholder, and collectively, the “Korean Equityholders”) shall, pursuant to share exchange agreements, exchange those of his, her or its equity interests in the applicable Korean Target owned by such Korean Equityholder with respect to which such Korean Equityholder does not exercise the appraisal rights for the portion of the Company Membership Units set forth opposite such Korean Equityholder’s name as set forth in Section 1.1 of the Company Disclosure Letter, and the remaining Company Membership Units that represent the fair market value of the shares of the Korean Targets with respect to which the appraisal rights are exercised shall be transferred by Korea Newco to each applicable Korean Target;

Whereas, in step 6-C of the Precedent Transactions, Korea NewCo shall, pursuant to an agreement and plan of merger, merge with and into Korea DRE, such that the separate existence of Korea NewCo shall cease and Korea DRE shall be the surviving company;

Whereas, in step 6-D of the Precedent Transactions, the Company will enter into an acquisition agreement to acquire all of its Company Membership Units held by the applicable Korean Targets in exchange for $48,118,084, and each such Korean Target will use its applicable portion of the $48,118,084 to redeem its equity interests with respect to which the appraisal rights have been exercised, subsequent to which redemptions the Korean Targets shall become wholly owned subsidiaries of Korea DRE;

Whereas, in the seventh step of the Precedent Transactions, WTMA Merger Subsidiary Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“WTMA Merger Sub”), intends to merge with and into US NewCo pursuant to an agreement and plan of merger, such that (i) the separate existence of WTMA Merger Sub shall cease and US NewCo shall be the surviving corporation and a wholly owned subsidiary of Acquiror and (ii) the Company Equityholder shall receive $61,875,098 of Acquiror Common Shares in consideration for such merger;

Whereas, the transactions to be consummated hereunder (including, for the avoidance of doubt, the Merger) at the Closing are the eighth step of the Precedent Transactions and shall occur immediately following the seventh step of the Precedent Transactions;

Whereas, any transactions to be consummated pursuant to Subscription Agreements entered into with PIPE Investors in accordance with the terms hereof and thereof shall occur in step nine of the Precedent Transactions.”

(b)	The definition of “Company Minority Equityholders” in Section 1.1 of the Merger Agreement<br>is hereby amended and restated in its entirety to provide as follows:

““Company MinorityEquityholders” means (i) Springrock Management Inc., a Nevada corporation, Good Earth 1000, LLC, The Playa Del Rey Ocean View Trust, Thornwood Properties CC, LLC, CKLM, LLC, Quartz Investment Group, LLC, Jon Brown, Wendy Brown, Harry Evans, Vinesh Vasnani, Todd Brown, Michelle Brown, Raymond Brown, Lois Brown, Jim Paschke, Laveen Vasnani, Segal Family 2021 Irrevocable Trust, Michael Brown, Lundgren Holdings LLC, Hustis Holdings LLC and Charles E. Gerretson; (ii) subsequent to step 6-B of the Precedent Transactions (as described in the Recitals hereto), the Korean Equityholders;

(iii) The NYX 2025 Irrevocable Trust UA Dated April 8, 2025, Andrew J. Knaggs, individual trustee; and

(iv) subsequent to Step 1 of the Precedent Transactions (as described in the Recitals hereto), US NewCo.”

(c)	Section 10.1(f) of the Merger Agreement is hereby amended and restated in its entirety to provide<br>as follows:

“prior to the Closing, by written notice to the Company from Acquiror if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section 9.2(a) or Section 9.2(b) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to thirty (30) days after receipt by the Company of notice from Acquiror of such breach, but only as long as the Company continues to use its commercially reasonable efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, or (ii) the Closing has not occurred on or before December 30, 2025 (the “Agreement End Date”), unless Acquiror or Merger Sub is in material breach hereof;”

(d)	The Company Disclosure Letter is hereby amended and restated in its entirety in the form delivered between<br>the parties hereto on the Amendment Date, and attached hereto as Exhibit A.
3.	Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Merger Agreement<br>for all purposes, and each Party shall be bound hereby and this Amendment and the Merger Agreement shall be read and interpreted as one<br>combined instrument. From and after the Amendment Date, each reference in the Merger Agreement to “this Agreement,” “hereof,”<br>“hereunder,” “herein,” “hereby” or words of like import referring to the Merger Agreement shall mean<br>and be a reference to the Merger Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein,<br>each and every term, condition, warranty and provision of the Merger Agreement shall remain in full force and effect, and such are hereby<br>ratified, confirmed and approved by the Parties.
---	---
4.	Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws<br>of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would<br>require or permit the application of Laws of another jurisdiction, in each case as in effect from time to time and as the same may be<br>amended from time to time, and as applied to agreements performed wholly within the State of Delaware.
---	---
5.	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be<br>deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature<br>page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages<br>shall be effective as delivery of a manually executed counterpart to this Amendment.
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[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.

Welsbach Technology Metals Acquisition Corp.
By:	/s/ Christopher Clower
Name:	Christopher Clower
Title:	Chief Operating Officer
WTMA Merger Subsidiary LLC
By:	Welsbach Technology Metals Acquisition Corp.
Its:	Manager
By:	/s/ Christopher Clower
Name:	Christopher Clower
Title:	Authorized Signatory
Evolution Metals LLC
By:	/s/ David Wilcox
Name:	David Wilcox
Title:	Manager

[SignaturePage to Amendment No. 6 to BCA]

Exhibit 4.1

Exhibit 4.6

PROMISSORY NOTE, DATED AUGUST 30, 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Series: WC-2

Principal Amount: $378,000

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $378,000 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

Series of Notes. This promissory note (the “Note”) is issued as part of a series of notes designated by the Note Series “WC” above (collectively, the “Notes”) and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”), in total aggregate amount for the series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.

2.	Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation<br>of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s<br>discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at<br>a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited<br>to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker<br>hereunder.
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---

Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

Interest. No interest shall accrue on the unpaid principal balance of this Note.

---

4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the Maker for use by the Maker<br>for general working capital and corporate purposes.
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---

a)	Conversion upon consummation of business combination. In the event the Company consummates a business combination and the Payee<br>elects for the Conversion while the Note remains outstanding, then the outstanding principal balance<br>under this Note shall convert, at the Payee’s discretion in full or in part, such number private units at a price of $10.00 per<br>unit.
b)	Procedure for Conversion. In connection with any conversion of this Note into private units, the<br>Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably required by the Maker. The Maker shall<br>not be required to issue or deliver the private units into which this Note may convert until the Payee has surrendered this Note to the<br>Maker and delivered to the Maker any such documentation.
---	---
7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
---	---
a)	Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to<br>this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,<br>insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a<br>receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its<br>property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such<br>debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction<br>in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing<br>a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,<br>or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a<br>period of 60 consecutive days.
---	---
8.	Remedies.
---	---

a)	Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice<br>to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts<br>payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which<br>are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
b)	Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance<br>of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all<br>cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive<br> presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and<br> imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by<br> virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of<br> any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil<br> process, or extension of time for payment; and Maker<br>agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon,<br>may be sold upon any such writ in whole or in part in any order desired by Payee.
---	---

10.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

11.	Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br>recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---

11.

Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

12.

Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

---

13.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.

Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account already established in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement which occurred prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

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15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required<br>consent shall be void.
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[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition<br> Corp.
By:	/s/<br> Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
	E-mail:	daniel@welsbach.sg
	Address:	160 S Craig Place
		Lombard, Illinois 60148

SIGNATURE PAGE TO

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

PROMISSORY NOTE

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
	E-mail	chris@welsbach.sg
	Address:	160 S Craig Place Lombard,
		Illinois 60148

SIGNATURE PAGE TO

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

PROMISSORY NOTE

Exhibit 4.7

PROMISSORY NOTE, DATED 28 SEPTEMBER 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-3

Principal Amount: $22,000

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $22,000 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is<br>issued as part of a series of notes designated by the Note Series “WC” above (collectively, the “Notes”)<br>and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”), in total<br>aggregate amount for the series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker<br>either (i) upon consummation of the Maker’s initial business combination out of the proceeds of the Trust Account released to the<br>Maker or (ii) at the Payee’s discretion, converted, in full or in part, upon consummation of the Maker’s business combination<br>into additional private units at a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual,<br>including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations<br>or liabilities of the Maker hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---
4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the<br>Maker for use by the Maker for general working capital and corporate purposes.
---	---
5.	Application of Payments. All payments shall be applied first to payment<br>in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s<br>fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---

6.	Conversion and Repayment.
a)	Conversion<br> upon consummation of business combination. In the event the Company consummates a business<br> combination and the Payee elects for the Conversion while the Note remains outstanding, then<br> the outstanding principal balance under this Note shall convert, at the Payee’s discretion<br> in full or in part, such number private units at a price of $10.00 per unit.
---	---
b)	Procedure<br> for Conversion. In connection with any conversion of this Note into private units, the<br> Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably<br> required by the Maker. The Maker shall not be required to issue or deliver the private units<br> into which this Note may convert until the Payee has surrendered this Note to the Maker and<br> delivered to the Maker any such documentation.
---	---

7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
a)	Failure<br> to Make Required Payments. Failure by Maker to pay the principal amount due pursuant<br> to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary<br> Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,<br> insolvency, reorganization, rehabilitation or other similar law, or the consent by it to<br> the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,<br> sequestrator (or other similar official) of Maker or for any substantial part of its property,<br> or the making by it of any assignment for the benefit of creditors, or the failure of Maker<br> generally to pay its debts as such debts become due, or the taking of corporate action by<br> Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary<br> Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction<br> in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,<br> insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,<br> trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,<br> or ordering the winding-up or liquidation of its affairs, and the continuance of any such<br> decree or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon<br> the occurrence of an Event of Default specified in Section 7.a) hereof, Payee may, by written<br> notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid<br> principal amount of this Note, and all other amounts payable hereunder, shall become immediately<br> due and payable without presentment, demand, protest or other notice of any kind, all of<br> which are hereby expressly waived, anything contained herein or in the documents evidencing<br> the same to the contrary notwithstanding.
---	---
b)	Upon<br> the occurrence of an Event of Default specified in Sections 7.b) and 7.c), the unpaid principal<br> balance of this Note, and all other sums payable with regard to this Note, shall automatically<br> and immediately become due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers.<br> Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br> for payment, demand, notice of dishonor, protest, and notice of protest with regard to the<br> Note, all errors, defects and imperfections in any proceedings instituted by Payee under<br> the terms of this Note, and all benefits that might accrue to Maker by virtue of any present<br> or future laws exempting any property, real or personal, or any part of the proceeds arising<br> from any sale of any such property, from attachment, levy or sale under execution, or providing<br> for any stay of execution, exemption from civil process, or extension of time for payment;<br> and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained<br> by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in<br> whole or in part in any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,<br> performance, default, or enforcement of the payment of this Note, and agrees that its liability<br> shall be unconditional, without regard to the liability of any other party, and shall not be<br> affected in any manner by any indulgence, extension of time, renewal, waiver or modification<br> granted or consented to by Payee, and consents to any and all extensions of time, renewals,<br> waivers, or modifications that may be granted by Payee with respect to the payment or other<br> provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties<br> may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices.<br> All notices, statements or other documents which are required or contemplated by this Note<br> shall be made in writing and delivered: (i) personally or sent by first class registered<br> or certified mail, overnight courier service or facsimile or electronic transmission to the<br> address designated in writing, (ii) by facsimile to the number most recently provided to<br> such party or such other address or fax number as may be designated in writing by such party<br> or (iii) by electronic mail, to the electronic mail address most recently provided to such<br> party or such other electronic mail address as may be designated in writing by such party.<br> Any notice or other communication so transmitted shall be deemed to have been given on the<br> day of delivery, if delivered personally, on the business day following receipt of written<br> confirmation, if sent by facsimile or electronic transmission, one (1) business day after<br> delivery to an overnight courier service or five (5) days after mailing if sent by mail.
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12.	Construction.<br> THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT<br> REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---

13.	Severability.<br> Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction<br> shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability<br> without invalidating the remaining provisions hereof, and any such prohibition or unenforceability<br> in any jurisdiction shall not invalidate or render unenforceable such provision in any other<br> jurisdiction.
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any<br> and all right, title, interest or claim of any kind (“Claim”) in or to<br> any distribution of or from the trust account already established in which the proceeds of<br> the initial public offering (the “IPO”) conducted by the Maker (including<br> the deferred underwriters discounts and commissions) and the proceeds of the sale of the<br> units issued in a private placement which occurred prior to the closing of the IPO have been<br> deposited to, as described in greater detail in the registration statement and prospectus<br> filed with the Securities and Exchange Commission in connection with the IPO, and hereby<br> agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against<br> the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only<br> with, the written consent of the Maker and the Payee.
---	---
16.	Assignment.<br> No assignment or transfer of this Note or any rights or obligations hereunder may be made<br> by any party hereto (by operation of law or otherwise) without the prior written consent<br> of the other party hereto and any attempted assignment without the required consent shall<br> be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	160 S Craig Place
	Lombard, Illinois 60148

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/<br> Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	160 S Craig Place Lombard,
	Illinois 60148

Exhibit 4.8

PROMISSORY NOTE, DATED 10 NOVEMBER 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-4

Principal Amount: $50,000

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $22,000 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. ****

1.	Series of Notes. This promissory note (the “Note”) is issued as part of a series<br>of notes designated by the Note Series “WC” above (collectively, the “Notes”) and issued in a series of<br>multiple closings to certain persons and entities (collectively, the “Holders”), in total aggregate amount for the<br>series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation<br>of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s<br>discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at<br>a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited<br>to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker<br>hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---
4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the Maker for use by the Maker<br>for general working capital and corporate purposes.
---	---
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination.<br>In the event the Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding,<br>then the outstanding principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number<br>private units at a price of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion<br>of this Note into private units, the Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably<br>required by the Maker. The Maker shall not be required to issue or deliver the private units into which this Note may convert until the<br>Payee has surrendered this Note to the Maker and delivered to the Maker any such documentation.
---	---
7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
---	---
a)	Failure to Make Required Payments. Failure by Maker<br>to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker<br>of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent<br>by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar<br>official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or<br>the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of<br>any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree<br>or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,<br>insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)<br>of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of<br>any such decree or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section<br>7.a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal<br>amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest<br>or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same<br>to the contrary notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections 7.b) and 7.c), the unpaid principal balance<br>of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all<br>cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br>for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections<br>in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present<br>or future laws exempting any property, real or personal, or any part of the<br>proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,<br>exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant<br>to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in<br>any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,<br>or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any<br>other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or<br>consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee<br>with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may<br>become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br>recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---
13.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any<br>jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating<br>the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable<br>such provision in any other jurisdiction.
---	---
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and<br>all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account already<br>established in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the<br>deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement which occurred<br>prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement and prospectus filed<br>with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment<br>or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	160 S Craig Place Lombard,
	Illinois 60148

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	160 S Craig Place Lombard,
	Illinois 60148

Exhibit 4.9

PROMISSORY NOTE, DATED 29 December 2023, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-5

Principal Amount: $15,000

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $22,000 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is<br>issued as part of a series of notes designated by the Note Series “WC” above (collectively, the “Notes”)<br>and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”), in total<br>aggregate amount for the series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker<br>either (i) upon consummation of the Maker’s initial business combination out of the proceeds of the Trust Account released to the<br>Maker or (ii) at the Payee’s discretion, converted, in full or in part, upon consummation of the Maker’s business combination<br>into additional private units at a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual,<br>including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations<br>or liabilities of the Maker hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---
4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the<br>Maker for use by the Maker for general working capital and corporate purposes.
---	---
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination. In the event the<br>Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding, then the outstanding<br>principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number private units at a price<br>of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion of this Note into private units, the<br>Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably required by the Maker. The Maker shall<br>not be required to issue or deliver the private units into which this Note may convert until the Payee has surrendered this Note to the<br>Maker and delivered to the Maker any such documentation.
---	---
7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
---	---
a)	Failure to Make Required Payments. Failure by Maker to pay the principal<br>amount due pursuant to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case<br>under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment<br>of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or<br>for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker<br>generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by<br>a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or<br>other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or<br>for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree<br>or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section 7.a) hereof, Payee<br>may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,<br>and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice<br>of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary<br>notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections 7.b) and 7.c),<br>the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become<br>due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this<br>Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects<br>and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by<br>virtue of any present or future laws exempting any property, real or personal, or any part<br>of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of<br>execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon<br>pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in<br>part in any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection<br>with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be<br>unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension<br>of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers,<br>or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional<br>makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required or contemplated by<br> this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight<br> courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br> recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by<br> electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be<br> designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day<br> of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or<br> electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent<br> by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---
13.	Severability. Any provision contained in this Note which is prohibited or<br>unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability<br>without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate<br>or render unenforceable such provision in any other jurisdiction.
---	---
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee<br>hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from<br>the trust account already established in which the proceeds of the initial public offering (the “IPO”) conducted by<br>the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private<br>placement which occurred prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement<br>and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,<br>payment or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	160 S Craig Place
	Lombard, Illinois 60148

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	160 S Craig Place
	Lombard, Illinois 60148

Exhibit 4.10

PROMISSORY NOTE, DATED 20 March 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-6

Principal Amount: $373,736.83

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $373,736.83 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. ****

1.	Series of Notes. This promissory note (the “Note”) is issued as part of a series<br>of notes designated by the Note Series “WC” above (collectively, the “Notes”) and issued in a series of<br>multiple closings to certain persons and entities (collectively, the “Holders”), in total aggregate amount for the<br>series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation<br>of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s<br>discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at<br>a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited<br>to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker<br>hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---
4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the Maker for use by the Maker<br>for general working capital and corporate purposes.
---	---
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination.<br>In the event the Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding,<br>then the outstanding principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number<br>private units at a price of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion<br>of this Note into private units, the Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably<br>required by the Maker. The Maker shall not be required to issue or deliver the private units into which this Note may convert until the<br>Payee has surrendered this Note to the Maker and delivered to the Maker any such documentation.
---	---
7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
---	---
a)	Failure to Make Required Payments. Failure by Maker<br>to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker<br>of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent<br>by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar<br>official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or<br>the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of<br>any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree<br>or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,<br>insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)<br>of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of<br>any such decree or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section<br>7.a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal<br>amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest<br>or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same<br>to the contrary notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections<br>7.b) and 7.c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and<br>immediately become due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br>for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections<br>in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present<br>or future laws exempting any property, real or personal, or any part of the<br>proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,<br>exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant<br>to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in<br>any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,<br>or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any<br>other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or<br>consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee<br>with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may<br>become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br>recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---
13.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any<br>jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating<br>the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable<br>such provision in any other jurisdiction.
---	---
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and<br>all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account already<br>established in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the<br>deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement which occurred<br>prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement and prospectus filed<br>with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment<br>or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	160 S Craig Place Lombard,
	Illinois 60148

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	160 S Craig Place
	Lombard, Illinois 60148

Exhibit 4.11

PROMISSORY NOTE, DATED 28 JUNE 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-7

Principal Amount: $177,772.80

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $177,772.80 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is issued as part of a series<br>of notes designated by the Note Series “WC” above (collectively, the “Notes”) and issued in a series of<br>multiple closings to certain persons and entities (collectively, the “Holders”), in total aggregate amount for the<br>series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation<br>of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s<br>discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at<br>a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited<br>to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker<br>hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---

4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the Maker for use by the Maker<br>for general working capital and corporate purposes.
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination. In the event the Company consummates a business<br>combination and the Payee elects for the Conversion while the Note remains outstanding, then the outstanding principal balance under this<br>Note shall convert, at the Payee’s discretion in full or in part, such number private units at a price of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion of this Note into private units, the<br>Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably required by the Maker. The Maker shall<br>not be required to issue or deliver the private units into which this Note may convert until the Payee has surrendered this Note to the<br>Maker and delivered to the Maker any such documentation.
---	---

7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
a)	Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to<br>this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,<br>insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a<br>receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its<br>property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such<br>debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction<br>in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing<br>a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,<br>or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a<br>period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section 7.a) hereof, Payee may, by written notice<br>to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts<br>payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which<br>are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections 7.b) and 7.c), the unpaid principal balance<br>of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all<br>cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br>for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections<br>in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present<br>or future laws exempting any property,real or personal, or any part of the<br>proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,<br>exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant<br>to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in<br>any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,<br>or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any<br>other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or<br>consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee<br>with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may<br>become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br>recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---

13.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any<br>jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating<br>the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable<br>such provision in any other jurisdiction.
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and<br>all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account already<br>established in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the<br>deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement which occurred<br>prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement and prospectus filed<br>with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment<br>or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	4422 N. Ravenswood Ave#1025
	Chicago, Illinois 60640

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail;	chris@welsbach.sg
Address:	4422 N. Ravenswood Ave#1025
	Chicago, Illinois 60640

Exhibit 4.12

PROMISSORY NOTE, DATED 30 SEPTEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-8

Principal Amount: $192,069.31

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $192,069.31 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. ****

1.	Series of Notes. This promissory note (the “Note”) is issued as part of a series<br>of notes designated by the Note Series “WC” above (collectively, the “Notes”) and issued in a series of<br>multiple closings to certain persons and entities (collectively, the “Holders”), in total aggregate amount for the<br>series not to exceed $1.5 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation<br>of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s<br>discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at<br>a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited<br>to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker<br>hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---
4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the Maker for use by the Maker<br>for general working capital and corporate purposes.
---	---
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination.<br>In the event the Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding,<br>then the outstanding principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number<br>private units at a price of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion<br>of this Note into private units, the Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably<br>required by the Maker. The Maker shall not be required to issue or deliver the private units into which this Note may convert until the<br>Payee has surrendered this Note to the Maker and delivered to the Maker any such documentation.
---	---
7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
---	---
a)	Failure to Make Required Payments. Failure by Maker<br>to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker<br>of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent<br>by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar<br>official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or<br>the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of<br>any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree<br>or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,<br>insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)<br>of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of<br>any such decree or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section<br>7.a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal<br>amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest<br>or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same<br>to the contrary notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections<br>7.b) and 7.c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and<br>immediately become due and payable, in all cases without any action on the part of Payee.
---	---

9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br>for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections<br>in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present<br>or future laws exempting any property, real or personal, or any part of the<br>proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,<br>exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant<br>to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in<br>any order desired by Payee.
10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,<br>or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any<br>other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or<br>consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee<br>with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may<br>become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
---	---
11.	Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br>recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---
13.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any<br>jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating<br>the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable<br>such provision in any other jurisdiction.
---	---
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and<br>all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account already<br>established in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the<br>deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement which occurred<br>prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement and prospectus filed<br>with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment<br>or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	160 S Craig Place Lombard,
	Illinois 60148

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

Exhibit 4.13

PROMISSORY NOTE, DATED 30 DECEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-9

Principal Amount: $448,286.89

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $192,069.31 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is<br>issued as part of a series of notes designated by the Note Series “WC” above (collectively, the “Notes”)<br>and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”). The Company<br>shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker<br>either (i) upon consummation of the Maker’s initial business combination out of the proceeds of the Trust Account released to the<br>Maker or (ii) at the Payee’s discretion, converted, in full or in part, upon consummation of the Maker’s business combination<br>into additional private units at a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual,<br>including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations<br>or liabilities of the Maker hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---

4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the<br>Maker for use by the Maker for general working capital and corporate purposes.
5.	Application of Payments. All payments shall be applied first to payment<br>in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s<br>fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination.<br>In the event the Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding,<br>then the outstanding principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number<br>private units at a price of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion<br>of this Note into private units, the Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably<br>required by the Maker. The Maker shall not be required to issue or deliver the private units into which this Note may convert until the<br>Payee has surrendered this Note to the Maker and delivered to the Maker any such documentation.
---	---

7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
a)	Failure to Make Required Payments. Failure by Maker to pay the principal<br>amount due pursuant to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case<br>under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment<br>of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or<br>for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker<br>generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by<br>a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or<br>other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or<br>for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree<br>or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section 7.a) hereof, Payee<br>may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,<br>and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice<br>of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary<br>notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections 7.b) and 7.c),<br>the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become<br>due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this<br>Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects<br>and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by<br>virtue of any present or future laws exempting any property, real or personal, or any part<br>of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of<br>execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon<br>pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in<br>part in any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,<br>performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard<br>to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or<br>modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that<br>may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,<br>or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required or<br>contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail,<br>overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number<br>most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH<br>THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---

13.	Severability. Any provision contained in this Note which is prohibited<br>or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability<br>without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate<br>or render unenforceable such provision in any other jurisdiction.
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee<br>hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from<br>the trust account already established in which the proceeds of the initial public offering (the “IPO”) conducted by<br>the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private<br>placement which occurred prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement<br>and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,<br>payment or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof<br>may be made with, and only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations<br>hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto<br>and any attempted assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

Exhibit 4.14

PROMISSORY NOTE, DATED _31 MARCH 2024_, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-10

Principal Amount: $474,489.54

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $192,069.31 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is issued as part of a series<br>of notes designated by the Note Series “WC” above (collectively, the “Notes”) and issued in a series of<br>multiple closings to certain persons and entities (collectively, the “Holders”). The Company shall maintain a ledger<br>of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker either (i) upon consummation<br>of the Maker’s initial business combination out of the proceeds of the Trust Account released to the Maker or (ii) at the Payee’s<br>discretion, converted, in full or in part, upon consummation of the Maker’s business combination into additional private units at<br>a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual, including but not limited<br>to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker<br>hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---
4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of the Maker for use by the Maker<br>for general working capital and corporate purposes.
---	---
5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment<br>in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination.<br>In the event the Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding,<br>then the outstanding principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number<br>private units at a price of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion<br>of this Note into private units, the Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably<br>required by the Maker. The Maker shall not be required to issue or deliver the private units into which this Note may convert until the<br>Payee has surrendered this Note to the Maker and delivered to the Maker any such documentation.
---	---
7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
---	---
a)	Failure to Make Required Payments. Failure by Maker<br>to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker<br>of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent<br>by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar<br>official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or<br>the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of<br>any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree<br>or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,<br>insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)<br>of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of<br>any such decree or order unstayed and in effect for a period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section<br>7.a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal<br>amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest<br>or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same<br>to the contrary notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections<br>7.b) and 7.c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and<br>immediately become due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br>for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections<br>in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present<br>or future laws exempting any property, real or personal, or any part of the<br>proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,<br>exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant<br>to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in<br>any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,<br>or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any<br>other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or<br>consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee<br>with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may<br>become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most<br>recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,<br>WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---
13.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any<br>jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating<br>the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable<br>such provision in any other jurisdiction.
---	---
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and<br>all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account already<br>established in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the<br>deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement which occurred<br>prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement and prospectus filed<br>with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment<br>or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:		daniel@welsbach.sg
Address:		4422 N. Ravenswood Ave #1025<br><br>Chicago, Illinois 60640

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

Exhibit 4.15

PROMISSORY NOTE, DATED 30 JUNE 2025, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-11

Principal Amount: $286,258.86

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $286,258.86 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is<br>issued as part of a series of notes designated by the Note Series “WC” above (collectively, the “Notes”)<br>and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”). The Company<br>shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker<br>either (i) upon consummation of the Maker’s initial business combination out of the proceeds of the Trust Account released to the<br>Maker or (ii) at the Payee’s discretion, converted, in full or in part, upon consummation of the Maker’s business combination<br>into additional private units at a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual,<br>including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations<br>or liabilities of the Maker hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---

4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of<br>the Maker for use by the Maker for general working capital and corporate purposes.
5.	Application of Payments. All payments shall be applied first to payment<br>in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s<br>fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination. In the event the<br>Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding, then the outstanding<br>principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number private units at a price<br>of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion of this Note into private units, the<br>Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably required by the Maker. The Maker shall<br>not be required to issue or deliver the private units into which this Note may convert until the Payee has surrendered this Note to the<br>Maker and delivered to the Maker any such documentation.
---	---

7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
a)	Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to<br>this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case<br>under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment<br>of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or<br>for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker<br>generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction<br>in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing<br>a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,<br>or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a<br>period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section 7.a) hereof, Payee<br>may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,<br>and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice<br>of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary<br>notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections 7.b) and 7.c),<br>the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become<br>due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this<br>Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects<br>and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by<br>virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,<br>from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of<br>time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any<br>writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,<br>performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard<br>to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or<br>modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that<br>may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,<br>or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required<br>or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail,<br>overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number<br>most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH<br>THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---

13.	Severability. Any provision contained in this Note which is prohibited<br>or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability<br>without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate<br>or render unenforceable such provision in any other jurisdiction.
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee<br>hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from<br>the trust account already established in which the proceeds of the initial public offering (the “IPO”) conducted by<br>the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private<br>placement which occurred prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement<br>and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,<br>payment or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	Director
E-mail:	daniel@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Director
E-mail:	chris@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

Exhibit 4.16

PROMISSORY NOTE, DATED 30 SEPTEMBER 2025, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC

PROMISSORY NOTE

Series: WC-12

Principal Amount: $106,716.06

Welsbach Technology Metals Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Welsbach Acquisition Holdings LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $106,716.06 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Series of Notes. This promissory note (the “Note”) is<br>issued as part of a series of notes designated by the Note Series “WC” above (collectively, the “Notes”)<br>and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”), in total<br>aggregate amount for the series not to exceed $4.0 million. The Company shall maintain a ledger of all Holders.
2.	Principal. The principal balance of this Note shall be payable by the Maker<br>either (i) upon consummation of the Maker’s initial business combination out of the proceeds of the Trust Account released to the<br>Maker or (ii) at the Payee’s discretion, converted, in full or in part, upon consummation of the Maker’s business combination<br>into additional private units at a price of $10.00 per unit (the “Conversion”). Under no circumstances shall any individual,<br>including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations<br>or liabilities of the Maker hereunder.
---	---
3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.
---	---

4.	Use of Proceeds. The proceeds of this Note shall be deposited into the operating account of<br>the Maker for use by the Maker for general working capital and corporate purposes.
5.	Application of Payments. All payments shall be applied first to payment<br>in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s<br>fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
---	---
6.	Conversion and Repayment.
---	---
a)	Conversion upon consummation of business combination. In the event the<br>Company consummates a business combination and the Payee elects for the Conversion while the Note remains outstanding, then the outstanding<br>principal balance under this Note shall convert, at the Payee’s discretion in full or in part, such number private units at a price<br>of $10.00 per unit.
---	---
b)	Procedure for Conversion. In connection with any conversion of this Note into private units, the<br>Payee shall surrender this Note to the Maker and deliver to the Maker any documentation reasonably required by the Maker. The Maker shall<br>not be required to issue or deliver the private units into which this Note may convert until the Payee has surrendered this Note to the<br>Maker and delivered to the Maker any such documentation.
---	---

7.	Events of Default. The following shall constitute an event of default (“Event of Default”):
a)	Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to<br>this Note within five (5) business days of the date specified above.
---	---
b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case<br>under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment<br>of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or<br>for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker<br>generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction<br>in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing<br>a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,<br>or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a<br>period of 60 consecutive days.
---	---
8.	Remedies.
---	---
a)	Upon the occurrence of an Event of Default specified in Section 7.a) hereof, Payee<br>may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,<br>and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice<br>of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary<br>notwithstanding.
---	---
b)	Upon the occurrence of an Event of Default specified in Sections 7.b) and 7.c),<br>the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become<br>due and payable, in all cases without any action on the part of Payee.
---	---
9.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this<br>Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects<br>and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by<br>virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,<br>from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of<br>time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any<br>writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
---	---

10.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,<br>performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard<br>to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or<br>modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that<br>may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,<br>or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
11.	Notices. All notices, statements or other documents which are required<br>or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail,<br>overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number<br>most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic<br>mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in<br>writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if<br>delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,<br>one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
---	---
12.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH<br>THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
---	---

13.	Severability. Any provision contained in this Note which is prohibited<br>or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability<br>without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate<br>or render unenforceable such provision in any other jurisdiction.
14.	Trust Waiver. Notwithstanding anything herein to the contrary, the Payee<br>hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from<br>the trust account already established in which the proceeds of the initial public offering (the “IPO”) conducted by<br>the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private<br>placement which occurred prior to the closing of the IPO have been deposited to, as described in greater detail in the registration statement<br>and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,<br>payment or satisfaction for any Claim against the trust account for any reason whatsoever.
---	---
15.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee.
---	---
16.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be<br>made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted<br>assignment without the required consent shall be void.
---	---

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Daniel Mamadou
	Name:	Daniel Mamadou
	Title:	CEO
E-mail:	daniel@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

PAYEE:
Welsbach Acquisition Holdings LLC
By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Managing Member
E-mail:	chris@welsbach.sg
Address:	4422 N. Ravenswood Ave #1025
	Chicago, Illinois 60640

Exhibit 10.17

EMPLOYMENT AGREEMENT

This EmploymentAgreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “EffectiveDate”), by and between David Wilcox (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1. Employmentby the Company.

1.1 At-WillEmployment. Executive shall be employed by the Company on an “at-will” basis, meaning either the Company or Executive may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.2(g) below), Good Reason (as defined in Section 6.2(f) below), or advance notice. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will” nature of Executive’s employment with the Company, which may be changed only in an express written agreement signed by Executive and a duly authorized officer of the Company. Executive’s rights to any salary or cash bonus following a termination shall be only as set forth in Section 6 or under any applicable benefit or equity plan.

1.2 Position. Subject to the terms set forth, the Company agrees to employ Executive and Executive accepts such employment. Executive shall serve as Executive Chairman. Executive shall: be responsible to oversee the Board’s activities and provide strategic leadership and governance support to the Company and assist with the consideration, development, and implementation of strategic aspects of the company. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, Executive may perform professional services outside of his Company duties, including, but not limited to, reasonable efforts to transition from prior employment, at the discretion of, and with the approval of the Company.

1.3 Duties. Executive will report to the shareholders and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Executive Chairman, as shall reasonably be assigned to him by the shareholders. Executive shall perform Executive’s duties at such location as is reasonably necessary; provided, however, that Executive shall have the flexibility to work remotely at Executive’s discretion (the “Remote Arrangement”). In addition, Executive shall make such business trips to such places that may be reasonably necessary or advisable for the operations of the Company.

1.4 Term. The term of this Employment Agreement shall be 3 years, which shall automatically renew 3 times, unless either party provides written notice of non-renewal 90 days prior to the expiration of the 9th-year term. If the Employment Agreement is not renewed pursuant to this provision, Executive shall be entitled to the following: (a) salary then in effect through the term of the period; (b) bonus, pro-rated, through the term of the period; and (c) all awarded, but unvested equity awards of any kind, which shall immediately vest in full. The provisions of Section 6.2(iv) shall apply to equity awards that vest solely as a result of the non-renewal of this Employment Agreement.

1.5 CompanyPolicies and Benefits. The employment relationship between the parties shall be subject to the Company’s written personnel policies and procedures as they may be adopted, revised, or deleted from time to time in the Company’s sole discretion. Executive shall be expected to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive shall be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company (at the Company’s cost and expense). Executive will be eligible to participate on the same basis as similarly situated employees in the Company’s benefit plans in effect from time to time during Executive’s employment. Subject to the preceding sentence, the Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

**2.**Compensation.

2.1 Salary. Executive shall receive an annualized base salary of $1,500,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2 Bonus.

(a) KPIBonus. Executive shall be eligible to earn a periodic bonus (“Bonus”) based upon performance objectives as may be set forth to be pre-determined by the Company and provided to Executive. The Bonus shall be weighted 35% for personal performance and 65% for performance with respect to Company, or departmental key performance indicators as reasonably set out by the Company in good faith. Bonuses shall be tiered as “low” at 35% of Base Salary, “standard” at 50% of Base Salary, and “high,” which shall be at least 75% of Base Salary. Subject to Sections 6.2 and 6.3 related to payments upon certain terminations of employment, any Bonus, if earned, will be paid at the same time bonuses are generally paid to other similarly-situated employees of the Company. Bonuses for less than one full calendar year shall be pro-rated.

(b) ExtraordinaryBonus. Extraordinary bonuses may be available and paid at the Company’s sole discretion based on performance.

2.3 Equity. [Reserved]

2.4 Options. Subject to approval by the Compensation Committee of the Board of Directors, as soon as practicable following the Effective Date, the Company shall grant Executive incentive stock options (the “Options”) subject to the Company’s adoption of a management incentive plan (the “MIP”), covering Options to purchase 13,816,043 shares of common stock or provide Options to the Executive’s department, sufficient to permit the allocation to Executive of Options to purchase 13,816,043 shares of common stock. The number of underlying shares subject to the Options shall be as specified above and approved in good faith by the Board, or its committees, and commensurate with, although not necessarily equal to other similarly situated executive employees. The Options shall be granted pursuant to the MIP and shall be subject to the terms and conditions of the MIP and an incentive stock options award provisions set forth in the MIP. Notwithstanding the foregoing, the Options shall be subject to the potential vesting acceleration of Section 6.3(a)(iv).

2.5 FutureEquity Awards. Executive remains eligible to be considered for future equity awards, including but not limited to RSUs and Options, as may be determined by the Board or a committee of the Board in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.

2.6 ExpenseReimbursement. The Company will reimburse Executive for reasonable out-of-pocket business expenses in accordance with the Company’s standard expense reimbursement policy, including, without limitation, (i) all reasonable travel-related expenses incurred by Executive while commuting to and from the Company’s offices in connection with the Remote Arrangement (ii) professional development, education, training, courses; and (iii) any licenses and certifications necessary for the performance of Executive’s duties for the Company; provided that such reimbursements, to the extent taxable under applicable law, will be subject to applicable deductions and withholdings. For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

2.7 TransitionExpenses. The Company may compensate Executive to offset the costs and losses associated with Executive’s transition from former employer and law firm, such as unpaid bonuses, distributions, and profits.

2.8 Travel. Travel shall be at or above “Business Class.” Accommodation and meals shall be commensurate with reasonable executive travel.

2.9 UnreimbursedExpenses as Benefit. At its discretion, and as an additional benefit, the Company may reimburse Executive for expenses incurred that are beneficial to the Company, but otherwise not categorized as reimbursable expenses.

3. ConfidentialInformation, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s employment with the Company, Executive will receive and have access to the Company’s confidential information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential InformationAgreement”), which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement.

4. OutsideActivities. Except with the prior written consent of the Company, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation, or business enterprise that would interfere with Executive’s responsibilities and the performance of Executive’s duties except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit, and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s position with the Company, (iii) reasonable time serving as trustee, director, or advisor to any family companies or trusts, or (iv) with prior written notice to the Board, reasonable time devoted to service as a member of the board of directors or advisory board (or its equivalent in the case of a non-corporate entity) of a non-competing business; so long as the activities set forth in clauses (i), (ii), (iii), and (iv) do not interfere, individually or in the aggregate, with the performance of Executive’s duties for the Company, are not competitive with the business of the Company, will not otherwise result in Executive’s breach of the Confidential Information Agreement, or create a business or fiduciary conflict. This restriction shall not, however, preclude Executive from (x) owning less than one percent (1%) of the total outstanding shares of a publicly traded company, (y) managing Executive’s passive personal investments, or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

5. NoConflict with Existing Obligations. Executive represents that Executive’s performance of all the terms of this Agreement and service as an employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith or with Executive’s duties to the Company.

6. TerminationOf Employment. The parties acknowledge that Executive’s employment relationship with the Company will be at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter this at-will status.

6.1 Terminationby Virtue of Death or Disability of Executive.

(a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(e) below) due to Executive.

(b) Subject to applicable state and federal law, the Company shall, at all times, have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive.

6.2 Terminationby the Company or Resignation by Executive.

(a) The Company shall have the right to terminate Executive’s employment pursuant to this Section 6.2 upon ninety (90) days’ notice (subject to any applicable cure period stated in Section 6.2(f)) with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(f) below for any resignation for Good Reason. If Executive is terminated by the Company (with or without Cause) or resigns from employment with the Company (with or without Good Reason), then Executive shall be entitled to the Accrued Obligations (as defined below). In addition, if Executive is terminated without Cause or resigns for Good Reason, and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided that Executive executes and allows to become effective a separation agreement that includes the date of separation, an acknowledgement of the Confidential Information Agreement, and acknowledgement of the terms set forth in this Section 6.2, mutual non-disparagement and confidentiality agreement, and a mutual general release of claims by and among the Executive, the Company, and its Affiliates and representatives (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general release of claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then Executive shall be eligible to receive the following severance benefits (collectively the “Severance Benefits”):

(i) An amount equal to 12 months of Executive’s then current Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates;

(ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elect continued coverage under COBRA under the Company’s group health plans following such termination, the portion of the COBRA premiums which is equal to the cost of the coverage that the Company was paying as of the date of termination, to continue Executive’s (and Executive’s covered dependents’, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; and

(iii) Executive shall receive a lump sum cash payment in an amount equal to a Bonus of 150% of the Base Salary for the calendar year in which Executive’s termination occurs. This lump sum, subject to standard payroll deductions and withholdings, shall be paid on the next date on which Bonuses are scheduled to be paid (subject to Section 6.2(c)), which in no event will be later than March 15 of the calendar year following the year in which the termination date occurs.

(iv) All awarded but unvested equity awards, whether RSUs, Options, or other equity grants, shall immediately vest upon termination. Executive agrees that equity awards that vest solely as a result of termination shall only be traded by Executive pursuant to the following schedule: 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of six (6) months after the termination date; an additional 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of twelve (12) months after the termination date; an additional 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of eighteen (18) months after the termination date; and the remaining 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of twenty four (24) months after the termination date. The foregoing restriction shall not apply to options, warrants, or other equity awards entitling Executive the right to acquire stock.

(b) Executive shall not receive the Severance Benefits pursuant to Section 6.2(a) unless Executive executes the Separation Agreement within the consideration period specified therein, which shall in no event be more than forty-five (45) days, and until the Separation Agreement becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.2(a) is further conditioned upon Executive: (i) returning all Company property; (ii) complying with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; (iii) complying with the Separation Agreement, including without limitation any non-disparagement and confidentiality provisions contained therein; and (iv) resignation from any other positions Executive holds with the Company, effective no later than Executive’s date of termination (or such other date as requested by the Board).

(c) The Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.2(a) prior to the 30th day following Executive’s date of termination. On the first payroll date after the 30th day following Executive’s date of termination, and provided that Executive has delivered an effective Separation Agreement, the Company will (i) make the first payment to Executive under Section 6.2(a)(i) and, in a lump sum, an amount equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 30th day, with the balance of the payments paid thereafter on the schedule described above, and (ii) make the lump sum payment specified in Section 6.2(a)(iii) that has not yet been made due to this Section 6.2(c), in the cases of (i) and (ii) subject to any delay in payment required by Section 6.6.

(d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination and, if required by applicable law and the Company’s applicable policy as of the time of termination, any accrued but unused vacation through the date of termination (both of which, for purpose of clarity, shall be paid in cash), (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

(e) For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material reduction by the Company of Executive’s Base Salary (other than in a broad-based reduction similarly affecting all other members of the Company’s executive management) ; (ii) a material breach by the Company of this Agreement or any other material written agreement between Executive and the Company concerning the terms and conditions of Executive’s employment; (iii) the relocation of Executive’s principal place of employment, without Executive’s consent, to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation; (iv) the Company’s refusal to accommodate or allow for the Remote Arrangement; or (iv) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such reduction; provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executive’s intent to terminate for Good Reason within sixty (60) days following Executive’s learning of the occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) ; and (3) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of the Cure Period. For the avoidance of doubt, any change in Executive’s title or the entity structure of the Company, in each case, without a corresponding material reduction in Executive’s duties, authority, or responsibilities, in accordance with clause (iv) above, shall not constitute Good Reason.

(f) For purposes of this Agreement, “Cause” for termination shall mean that the Company has determined in its sole good faith and reasonable discretion that Executive has engaged in any of the following: (i) a material breach of any covenant or condition under this Agreement or any other agreement between the parties; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct which is reasonably likely to cause harm (including reputational harm) to the Company; (iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy, after the expiration of ten (10) days without cure after written notice of such violation to the extent such violation is curable; (v) refusal to follow or implement a clear, lawful and reasonable directive of Company after the expiration of ten (10) days without cure after written notice of such failure to the extent such failure is curable; or (vi) breach of fiduciary duty. Notwithstanding the foregoing and for purposes of clarity, in no event will the Remote Arrangement be deemed to fall within the definition of Cause for purposes of this Agreement

(g) The benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program.

(h) If the Company terminates Executive’s employment for Cause, or Executive resigns from employment with the Company without Good Reason then Executive shall be entitled to the Accrued Obligations, but Executive will not receive the Severance Benefits, or any other severance compensation or benefit.

(i) In the event of a Change of Control, Executive shall be notified within 30 days and have the opportunity to terminate this Agreement with written notice. If Company terminates Executive or if Executive terminates his employment within 12 months of the Change in Control, then Executive shall be entitled to all accrued obligations, and Severance Benefits set forth in Section 6.2, except as follows: (1) the Severance Benefit set forth in Section 6.2(i) shall be increased from 12 months to 18 months, so that Executive shall be entitled to an amount equal to 18 months of Executive’s then Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates; (2) the COBRA premiums set forth in Section 6.2(ii) shall be increased from twelve (12) months to twenty-four (24) months; (3) the restrictions; (3) The Severance Benefit set forth in Section 6.2 (iii) shall be increased from 100% to 150% and from one calendar year to two calendar years an Executive shall receive a lump sum cash payment in an amount equal to a Bonus of 150% of the Base Salary for the calendar year in which Executive’s termination occurs and the following calendar year, for a minimum of two years; and (4) the Severance Benefit set forth in Section 6.2(iv) shall be revised so that Executive shall not be restricted from trading any equity awards, so that all awarded but unvested equity awards, whether RSUs, Options, or other equity grants, shall immediately vest upon termination and may be immediately traded at the Executive’s sole discretion.

(1) For the purposes of this section, “Change of Control” means, at any time, the occurrence of any of the following: (a) the then current existing beneficial owners shall collectively cease to beneficially own (directly or indirectly) at least 50% of the voting stock of the Company; (b) any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (other than any existing beneficial owners), (i) becomes the owner, directly or indirectly, of 50% or more of the voting stock of the Company or, in the context of a consolidation, merger or other corporate reorganization in which the Company is not the surviving entity, 50% or more of the voting stock generally entitled to elect the board of directors of such surviving entity (or in the case of a triangular merger, of the parent entity of such surviving entity), calculated on a fully-diluted basis; or (ii) has obtained the power (whether or not exercised) to elect a majority of the board of the directors of the Company or the board of directors (or equivalent governing body) of any of the Company’s successors; (c) the board of the directors of the Company or the board of directors (or equivalent governing body) of any of the Company’s successors shall cease to consist of a majority of Company directors; (d) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis.

6.3 CooperationWith the Company After Termination of Employment. Following termination of Executive’s employment for any reason, Executive shall reasonably cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other executives as may be designated by the Company; provided, that the Company agrees that the Company (a) shall make reasonable efforts to minimize disruption of Executive’s other activities, and (b) shall reimburse Executive for all reasonable expenses incurred in connection with such cooperation.

6.4 Effectof Termination. Executive agrees that should Executive’s employment be terminated for any reason, Executive shall be deemed to have resigned from any and all positions with the Company, including, but not limited to, a position on the Board and all positions with any and all subsidiaries and Affiliates of the Company.

6.5 Applicationof Section 409A.

(a) It is intended that all of the compensation payable under this Agreement, to the greatest extent possible, either complies with the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section409A”) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms.

(b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

(c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.6(c).

(d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

6.6 ExciseTax Adjustment.

(a) If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “ReducedAmount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

(b) Notwithstanding any provision of this Section 6.7 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

(c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control transaction, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 6.7. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

(d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.7(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.7(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 6.7(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

7. GeneralProvisions.

7.1 Notices. Any notices required hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll or (if notice is given prior to Executive’s termination of employment) to Executive’s Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the other.

7.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

7.3 Waiver. If either party should waive any breach of any provisions of this Agreement, Executive or the Company shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

7.4 CompleteAgreement. This Agreement, and any other separate agreement relating to equity awards constitute the entire agreement between Executive and the Company regarding its subject matter and supersedes any prior oral discussions or written communications and agreements. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by Executive and an authorized officer of the Company.

7.5 Counterparts. This Agreement may be executed by electronic transmission and in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

7.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect its meaning.

7.7 Successorsand Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said company or other entity shall by operation of law or expressly in writing assume all obligations of the Company as fully as if it had been originally made a party, but may not otherwise assign this Agreement or its rights and obligations hereunder. Executive may not assign or transfer this Agreement or any rights or obligations hereunder, other than to Executive’s estate upon Executive’s death.

7.8 Choiceof Law and Venue. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of Florida, without regard to the conflict of law principles. Venue shall be the Southern District of Florida Federal Court.

7.9 Resolutionof Disputes. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of the Executive’s employment with the Company or out of this Agreement, or the Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either the Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty.

(a) Scopeand Rules: The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or the Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the Employment/Workplace Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in effect (“AAA Rules”); provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy.

(b) ConditionPrecedent: Conciliation. As a condition precedent to any proceedings, the parties shall engage in a 21 day conciliation period in which they shall, in good faith, endeavor to resolve or narrow any dispute arising from the employment relationship. If the dispute is not resolved the parties. The conciliation period shall commence upon the first demand from either party.

(c) Mediation. Pursuant to the AAA Rules, the parties shall proceed to mediation. Mediation shall be initiated with the AAA after the conciliation period but prior to the filing of an arbitration demand, although mediation may continue concurrent with the substantive arbitration proceedings. The substantive mediation session shall occur within 45 days of the selection of a mediator. If the parties cannot agree upon a mediator, AAA shall select a mediator from its roster.

(d) Arbitration. At any point after mediation is initiated, the parties may proceed to arbitration. The location for the arbitration shall be Washington, D.C., unless otherwise agreed by the parties. Any award made by the arbitration panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at the Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any actionin a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuantto this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand,request or motion will be made for trial by jury.

In WitnessWhereof, the parties have executed this Employment Agreement as of the day and year first written above.

By:	/s/ David Wilcox
	Name:	David Wilcox
	Title:	Executive Chairman of the Board
Executive:
---
/s/ David Wilcox
David Wilcox

Exhibit 10.18

EMPLOYMENT AGREEMENT

This EmploymentAgreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “EffectiveDate”), by and between Frank Moon (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1. Employmentby the Company.

1.2 Position. Subject to the terms set forth, the Company agrees to employ Executive and Executive accepts such employment. Executive shall serve as Chief Executive Officer. Executive shall: be responsible to lead the overall management, strategy, and operations of the Company and assist with the consideration, development, and implementation of strategic aspects of the company. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, Executive may perform professional services outside of his Company duties, including, but not limited to, reasonable efforts to transition from prior employment, at the discretion of, and with the approval of the Company.

1.3 Duties. Executive will report to the Board of Directors and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chief Executive Officer, as shall reasonably be assigned to him by the Board of Directors. Executive shall perform Executive’s duties at such location as is reasonably necessary; provided, however, that Executive shall have the flexibility to work remotely at Executive’s discretion (the “Remote Arrangement”). In addition, Executive shall make such business trips to such places that may be reasonably necessary or advisable for the operations of the Company.

**2.**Compensation.

2.2 Bonus.

(b) ExtraordinaryBonus. Extraordinary bonuses may be available and paid at the Company’s sole discretion based on performance.

2.3 Equity. Subject to approval by the Compensation Committee of the Board of Directors, as soon as practicable following the Effective Date, the Company shall grant a block of restricted stock units of common stock (the “RSU”) to Executive’s department for further allocation among its employees, including Executive, in an amount sufficient to permit the allocation of 11,513,369 RSUs to Executive, subject to the Company’s adoption of a management incentive plan (the “MIP”). Alternatively, the Company shall directly grant Executive 11,513,369 RSUs. The exact number of shares of common stock subject to the RSU shall be as specified above and approved in good faith by the Board. The RSU shall be granted pursuant to the MIP and shall be subject to the terms and conditions of the MIP and a restricted stock unit award agreement set forth in the MIP. Notwithstanding the foregoing, the RSU shall be subject to the potential vesting acceleration of Section 6.3(a)(iv).

2.8 Travel. Travel shall be at or above “Business Class.” Accommodation and meals shall be commensurate with reasonable executive travel.

6.1 Terminationby Virtue of Death or Disability of Executive.

6.2 Terminationby the Company or Resignation by Executive.

(i) An amount equal to 12 months of Executive’s then current Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates;

6.5 Applicationof Section 409A.

6.6 ExciseTax Adjustment.

7. GeneralProvisions.

7.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect its meaning.

In WitnessWhereof, the parties have executed this Employment Agreement as of the day and year first written above.

By:	/s/ David Wilcox
	Name:	David Wilcox
	Title:	Executive Chairman of the Board
Executive:
---
/s/ Frank Moon
Frank Moon

Exhibit 10.19

EMPLOYMENT AGREEMENT

This EmploymentAgreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “EffectiveDate”), by and between Andrew F. Knaggs (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1. Employmentby the Company.

1.2 Position. Subject to the terms set forth, the Company agrees to employ Executive and Executive accepts such employment. Executive shall serve as President. Executive shall: be responsible to lead the overall management, strategy, and operations of the Company and assist with the consideration, development, and implementation of strategic aspects of the company. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, Executive may perform professional services outside of his Company duties, including, but not limited to, reasonable efforts to transition from prior employment, at the discretion of, and with the approval of the Company.

1.3 Duties. Executive will report to the Board of Directors and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as President, as shall reasonably be assigned to him by the Board of Directors. Executive shall perform Executive’s duties at such location as is reasonably necessary; provided, however, that Executive shall have the flexibility to work remotely at Executive’s discretion (the “Remote Arrangement”). In addition, Executive shall make such business trips to such places that may be reasonably necessary or advisable for the operations of the Company.

**2.**Compensation.

2.1 Salary. Executive shall receive an annualized base salary of $1,300,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2 Bonus.

(b) ExtraordinaryBonus. Extraordinary bonuses may be available and paid at the Company’s sole discretion based on performance.

2.8 Travel. Travel shall be at or above “Business Class.” Accommodation and meals shall be commensurate with reasonable executive travel.

**3.**ConfidentialInformation, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s employment with the Company, Executive will receive and have access to the Company’s confidential information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential InformationAgreement”), which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement.

**4.**OutsideActivities. Except with the prior written consent of the Company, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation, or business enterprise that would interfere with Executive’s responsibilities and the performance of Executive’s duties except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit, and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s position with the Company, (iii) reasonable time serving as trustee, director, or advisor to any family companies or trusts, or (iv) with prior written notice to the Board, reasonable time devoted to service as a member of the board of directors or advisory board (or its equivalent in the case of a non-corporate entity) of a non-competing business; so long as the activities set forth in clauses (i), (ii), (iii), and (iv) do not interfere, individually or in the aggregate, with the performance of Executive’s duties for the Company, are not competitive with the business of the Company, will not otherwise result in Executive’s breach of the Confidential Information Agreement, or create a business or fiduciary conflict. This restriction shall not, however, preclude Executive from (x) owning less than one percent (1%) of the total outstanding shares of a publicly traded company, (y) managing Executive’s passive personal investments, or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

**5.**NoConflict with Existing Obligations. Executive represents that Executive’s performance of all the terms of this Agreement and service as an employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith or with Executive’s duties to the Company.

**6.**TerminationOf Employment. The parties acknowledge that Executive’s employment relationship with the Company will be at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter this at-will status.

6.1 Terminationby Virtue of Death or Disability of Executive.

**(a)**In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(e) below) due to Executive.

**(b)**Subject to applicable state and federal law, the Company shall, at all times, have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive.

6.2 Terminationby the Company or Resignation by Executive.

**(a)**The Company shall have the right to terminate Executive’s employment pursuant to this Section 6.2 upon ninety (90) days’ notice (subject to any applicable cure period stated in Section 6.2(f)) with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(f) below for any resignation for Good Reason. If Executive is terminated by the Company (with or without Cause) or resigns from employment with the Company (with or without Good Reason), then Executive shall be entitled to the Accrued Obligations (as defined below). In addition, if Executive is terminated without Cause or resigns for Good Reason, and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided that Executive executes and allows to become effective a separation agreement that includes the date of separation, an acknowledgement of the Confidential Information Agreement, and acknowledgement of the terms set forth in this Section 6.2, mutual non-disparagement and confidentiality agreement, and a mutual general release of claims by and among the Executive, the Company, and its Affiliates and representatives (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general release of claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then Executive shall be eligible to receive the following severance benefits (collectively the “Severance Benefits”):

(i) An amount equal to 12 months of Executive’s then current Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates;

**(ii)**Provided Executive or Executive’s covered dependents, as the case may be, timely elect continued coverage under COBRA under the Company’s group health plans following such termination, the portion of the COBRA premiums which is equal to the cost of the coverage that the Company was paying as of the date of termination, to continue Executive’s (and Executive’s covered dependents’, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; and

**(iii)**Executive shall receive a lump sum cash payment in an amount equal to a Bonus of 150% of the Base Salary for the calendar year in which Executive’s termination occurs. This lump sum, subject to standard payroll deductions and withholdings, shall be paid on the next date on which Bonuses are scheduled to be paid (subject to Section 6.2(c)), which in no event will be later than March 15 of the calendar year following the year in which the termination date occurs.

**(iv)**All awarded but unvested equity awards, whether RSUs, Options, or other equity grants, shall immediately vest upon termination. Executive agrees that equity awards that vest solely as a result of termination shall only be traded by Executive pursuant to the following schedule: 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of six (6) months after the termination date; an additional 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of twelve (12) months after the termination date; an additional 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of eighteen (18) months after the termination date; and the remaining 25% of the equity awards that vested solely as a result of the termination may only be traded after the expiration of twenty four (24) months after the termination date. The foregoing restriction shall not apply to options, warrants, or other equity awards entitling Executive the right to acquire stock.

**(b)**Executive shall not receive the Severance Benefits pursuant to Section 6.2(a) unless Executive executes the Separation Agreement within the consideration period specified therein, which shall in no event be more than forty-five (45) days, and until the Separation Agreement becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.2(a) is further conditioned upon Executive: (i) returning all Company property; (ii) complying with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; (iii) complying with the Separation Agreement, including without limitation any non-disparagement and confidentiality provisions contained therein; and (iv) resignation from any other positions Executive holds with the Company, effective no later than Executive’s date of termination (or such other date as requested by the Board).

**(c)**The Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.2(a) prior to the 30th day following Executive’s date of termination. On the first payroll date after the 30th day following Executive’s date of termination, and provided that Executive has delivered an effective Separation Agreement, the Company will (i) make the first payment to Executive under Section 6.2(a)(i) and, in a lump sum, an amount equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 30th day, with the balance of the payments paid thereafter on the schedule described above, and (ii) make the lump sum payment specified in Section 6.2(a)(iii) that has not yet been made due to this Section 6.2(c), in the cases of (i) and (ii) subject to any delay in payment required by Section 6.6.

**(d)**For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination and, if required by applicable law and the Company’s applicable policy as of the time of termination, any accrued but unused vacation through the date of termination (both of which, for purpose of clarity, shall be paid in cash), (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

**(e)**For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material reduction by the Company of Executive’s Base Salary (other than in a broad-based reduction similarly affecting all other members of the Company’s executive management) ; (ii) a material breach by the Company of this Agreement or any other material written agreement between Executive and the Company concerning the terms and conditions of Executive’s employment; (iii) the relocation of Executive’s principal place of employment, without Executive’s consent, to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation; (iv) the Company’s refusal to accommodate or allow for the Remote Arrangement; or (iv) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such reduction; provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executive’s intent to terminate for Good Reason within sixty (60) days following Executive’s learning of the occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) ; and (3) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of the Cure Period. For the avoidance of doubt, any change in Executive’s title or the entity structure of the Company, in each case, without a corresponding material reduction in Executive’s duties, authority, or responsibilities, in accordance with clause (iv) above, shall not constitute Good Reason.

**(f)**For purposes of this Agreement, “Cause” for termination shall mean that the Company has determined in its sole good faith and reasonable discretion that Executive has engaged in any of the following: (i) a material breach of any covenant or condition under this Agreement or any other agreement between the parties; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct which is reasonably likely to cause harm (including reputational harm) to the Company; (iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy, after the expiration of ten (10) days without cure after written notice of such violation to the extent such violation is curable; (v) refusal to follow or implement a clear, lawful and reasonable directive of Company after the expiration of ten (10) days without cure after written notice of such failure to the extent such failure is curable; or (vi) breach of fiduciary duty. Notwithstanding the foregoing and for purposes of clarity, in no event will the Remote Arrangement be deemed to fall within the definition of Cause for purposes of this Agreement

**(g)**The benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program.

**(h)**If the Company terminates Executive’s employment for Cause, or Executive resigns from employment with the Company without Good Reason then Executive shall be entitled to the Accrued Obligations, but Executive will not receive the Severance Benefits, or any other severance compensation or benefit.

**(i)**In the event of a Change of Control, Executive shall be notified within 30 days and have the opportunity to terminate this Agreement with written notice. If Company terminates Executive or if Executive terminates his employment within 12 months of the Change in Control, then Executive shall be entitled to all accrued obligations, and Severance Benefits set forth in Section 6.2, except as follows: (1) the Severance Benefit set forth in Section 6.2(i) shall be increased from 12 months to 18 months, so that Executive shall be entitled to an amount equal to 18 months of Executive’s then Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates; (2) the COBRA premiums set forth in Section 6.2(ii) shall be increased from twelve (12) months to twenty-four (24) months; (3) the restrictions; (3) The Severance Benefit set forth in Section 6.2 (iii) shall be increased from 100% to 150% and from one calendar year to two calendar years an Executive shall receive a lump sum cash payment in an amount equal to a Bonus of 150% of the Base Salary for the calendar year in which Executive’s termination occurs and the following calendar year, for a minimum of two years; and (4) the Severance Benefit set forth in Section 6.2(iv) shall be revised so that Executive shall not be restricted from trading any equity awards, so that all awarded but unvested equity awards, whether RSUs, Options, or other equity grants, shall immediately vest upon termination and may be immediately traded at the Executive’s sole discretion.

6.5 Applicationof Section 409A.

**(a)**It is intended that all of the compensation payable under this Agreement, to the greatest extent possible, either complies with the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section409A”) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms.

**(b)**No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

**(c)**To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.6(c).

**(d)**To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

6.6 ExciseTax Adjustment.

**(a)**If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “ReducedAmount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

**(b)**Notwithstanding any provision of this Section 6.7 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

**(c)**Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control transaction, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 6.7. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

**(d)**If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.7(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.7(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 6.7(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

**7.**GeneralProvisions.

7.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect its meaning.

In WitnessWhereof, the parties have executed this Employment Agreement as of the day and year first written above.

By:	/s/ David Wilcox
	Name: David Wilcox
	Title: Executive Chairman of the Board
Executive:
/s/ Andrew F. Knaggs
Andrew F. Knaggs

Exhibit 10.20

EMPLOYMENT AGREEMENT

This EmploymentAgreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “EffectiveDate”), by and between Christopher Clower (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

**1.**Employmentby the Company.

1.2 Position. Subject to the terms set forth, the Company agrees to employ Executive and Executive accepts such employment. Executive shall serve as Chief Financial Officer and Chief Operating Officer. Executive shall: be responsible to oversee the Company’s financial management and operational performance and assist with the consideration, development, and implementation of strategic aspects of the company. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, Executive may perform professional services outside of his Company duties, including, but not limited to, reasonable efforts to transition from prior employment, at the discretion of, and with the approval of the Company.

1.3 Duties. Executive will report to the Chief Executive Officer and Executive Chairman and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chief Financial Officer and Chief Operating Officer, as shall reasonably be assigned to him by the Chief Executive Officer and Executive Chairman. Executive shall perform Executive’s duties at such location as is reasonably necessary; provided, however, that Executive shall have the flexibility to work remotely at Executive’s discretion (the “Remote Arrangement”). In addition, Executive shall make such business trips to such places that may be reasonably necessary or advisable for the operations of the Company.

2. Compensation.

2.1 Salary. During the first two (2) months following the Effective Date, Executive shall receive an annualized base salary of $250,000, payable in accordance with the Company’s standard payroll practices and subject to applicable federal and state payroll withholding requirements. Thereafter, Executive shall receive an annualized base salary of $1,000,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2 Bonus.

(b) ExtraordinaryBonus. Extraordinary bonuses may be available and paid at the Company’s sole discretion based on performance.

2.8 Travel. Travel shall be at or above “Business Class.” Accommodation and meals shall be commensurate with reasonable executive travel.

6.1 Terminationby Virtue of Death or Disability of Executive.

6.2 Terminationby the Company or Resignation by Executive.

**(i)**An amount equal to 12 months of Executive’s then current Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates;

6.5 Applicationof Section 409A.

6.6 ExciseTax Adjustment.

**7.**GeneralProvisions.

7.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect its meaning.

In WitnessWhereof, the parties have executed this Employment Agreement as of the day and year first written above.

By:	/s/ David Wilcox
Name:	David Wilcox
Title:	Executive Chairman of the Board
Executive:
/s/ Christopher Clower
Christopher Clower

Exhibit 10.21

EMPLOYMENT AGREEMENT

This EmploymentAgreement (the “Agreement”) is entered into effective as of January 5, 2026 (the “EffectiveDate”), by and between John Arrastia (“Executive”) and Evolution Metals & Technologies Corp. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for the Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

**1.**Employmentby the Company.

1.2 Position. Subject to the terms set forth, the Company agrees to employ Executive and Executive accepts such employment. Executive shall serve as Chief Legal Officer. Executive shall: be responsible to oversee all legal, regulatory, and compliance matters of the Company and assist with the consideration, development, and implementation of strategic aspects of the company. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, Executive may perform professional services outside of his Company duties, including, but not limited to, reasonable efforts to transition from prior employment, at the discretion of, and with the approval of the Company.

1.3 Duties. Executive will report to the Chief Executive Officer and Executive Chairman and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chief Legal Officer, as shall reasonably be assigned to him by the Chief Executive Officer and Executive Chairman. Executive shall perform Executive’s duties at such location as is reasonably necessary; provided, however, that Executive shall have the flexibility to work remotely at Executive’s discretion (the “Remote Arrangement”). In addition, Executive shall make such business trips to such places that may be reasonably necessary or advisable for the operations of the Company.

**2.**Compensation.

2.2 Bonus.

(b) ExtraordinaryBonus. Extraordinary bonuses may be available and paid at the Company’s sole discretion based on performance.

2.8 Travel. Travel shall be at or above “Business Class.” Accommodation and meals shall be commensurate with reasonable executive travel.

6.1 Terminationby Virtue of Death or Disability of Executive.

6.2 Terminationby the Company or Resignation by Executive.

**(i)**An amount equal to 12 months of Executive’s then current Base Salary, less standard payroll deductions and withholdings, paid in installments on the Company’s regular payroll dates;

6.5 Applicationof Section 409A.

6.6 ExciseTax Adjustment.

**7.**GeneralProvisions.

7.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect its meaning.

In WitnessWhereof, the parties have executed this Employment Agreement as of the day and year first written above.

By:	/s/ David Wilcox
Name:	David Wilcox
Title:	Executive Chairman of the Board
Executive:
/s/ John Arrastia
John Arrastia

Exhibit 14.1

WelsbachTechnology Metals Acquisition Corp., a Delaware corporation

to berenamed

EvolutionMetals & Technologies Corp.

Codeof Ethics and Business Conduct

1.	Introduction.
(a)	The Board of Directors (the “Board”) of Welsbach Technology Metals Acquisition Corp., a Delaware<br>corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) has adopted this code of ethics and business<br>conduct (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors,<br>officers and employees (to the extent that employees are hired in the future) to:
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(i)	promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of<br>interest between personal and professional relationships;
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(ii)	promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the<br>Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications<br>made by or on behalf of the Company;
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(iii)	promote compliance with applicable governmental laws, rules and regulations;
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(iv)	deter wrongdoing; and
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(v)	require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
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(b)	In addition to following this Code in all aspects of business activities, the Company’s directors,<br>officers and employees are expected to seek guidance in any situation where there is a question regarding compliance issues, whether with<br>the letter or the spirit of the Company’s policies and applicable laws. Cooperation with this Code is essential to the continued<br>success of the Company’s business and the cultivation and maintenance of its reputation as a good corporate citizen. Misconduct<br>is never justified, even where sanctioned or ordered by an officer or other individual in a position of higher management. No individual,<br>regardless of stature or position, can authorize actions that are illegal, or that jeopardize or violate Company standards. This Code<br>sets forth general principles of conduct and ethics and is intended to work in conjunction with the policies and procedures that are covered<br>in the Company’s specific policy statements.
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(c)	Nothing in this Code prohibits the Company’s directors, officers or employees from reporting possible<br>violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice,<br>the SEC, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions<br>of U.S. federal law or regulation. No prior authorization from the Company is needed to make any such reports or disclosures and there<br>is no duty to notify the Company that any such reports or disclosures have been made. The Company has a no-tolerance policy for retaliation<br>against persons who raise good faith compliance, ethics or related issues.
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(d)	This Code may be amended and modified by the Board. In this Code, references to the “Company”<br>mean Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. and,<br>in appropriate context, the Company’s subsidiaries.
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2.	Honest, Ethical and Fair Conduct.
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(a)	Each person owes a duty to the Company to act with integrity. Integrity requires, among other things,<br>being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company<br>should never be subordinated to violations of laws or regulations, unscrupulous dealings or to personal gain an advantage.
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(b)	Each person must:
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(i)	act with integrity, including being honest and candid while still maintaining the confidentiality of the<br>Company’s information where required or when in the Company’s interests;
---	---
(ii)	observe all applicable governmental laws, rules and regulations;
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(iii)	comply with the requirements of applicable accounting and auditing standards, as well as Company policies,<br>in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related<br>information and data;
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(iv)	adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical<br>business practices;
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(v)	deal fairly with the Company’s customers, suppliers, competitors, employees and independent contractors;
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(vi)	refrain from taking advantage of anyone through manipulation,<br>concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
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(vii)	protect the assets of the Company and ensure their proper use;
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(viii)	until the earliest of (i) the Company’s initial business<br>combination (as such is defined in the Company’s initial registration statement filed with the SEC), (ii) the Company’s liquidation,<br>or (iii) such time that such person ceases to be an officer or director of the Company, in each case, to first present to the Company<br>for the Company’s consideration, prior to presentation to any other entity, any business opportunity, but only if such opportunity<br>is suitable for the Company, subject to the Company’s certificate of incorporation and Bylaws in effect at such time and subject<br>to any other fiduciary or contractual obligations such officer or director may have; and
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(ix)	avoid actual or apparent conflicts between personal, private interests and the interests of the Company,<br>wherever possible, including receiving improper personal benefits as a result of his or her position, except as may be allowed under guidelines<br>or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s public filings<br>with the SEC. Anything that would be a conflict for a person subject to this Code also will be a conflict for a member of his or her immediate<br>family or any other close relative.
(c)	Examples of conflict of interest situations include, but are not limited to, the following:
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(i)	any significant ownership interest in any supplier or customer;
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(ii)	any consulting or employment relationship with any supplier or customer;
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(iii)	the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the<br>Company has current or prospective business dealings;
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(iv)	selling anything to the Company or buying anything from the Company, except on the same terms and conditions<br>as a third party would buy or sell a comparable item in an arm’s-length transaction;
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(v)	any other financial transaction, arrangement or relationship (including any indebtedness or guarantee<br>of indebtedness) involving the Company; and
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(vi)	any other circumstance, event, relationship or situation in which the personal interest of a person subject<br>to this Code interferes, or even appears to interfere, with the interests of the Company as a whole.
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(d)	Any material transaction or relationship that reasonably could be expected to give rise to a conflict<br>of interest shall be disclosed to the Board.
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3.	Confidentiality.
---	---
(a)	The Company’s directors, officers and employees must maintain and protect the confidentiality of<br>information entrusted to them by the Company, or that otherwise comes into their possession, while carrying out their duties and responsibilities,<br>except when disclosure is authorized by the Company or legally mandated.
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(b)	Confidential information encompasses all non-public information (including, for example, “inside<br>information” or information that third parties have entrusted to the Company) that may be of use to competitors, or may otherwise<br>be harmful to the Company or its key stakeholders, if disclosed. Financial information is of special sensitivity and should under all<br>circumstances be considered confidential, except where its disclosure is approved by the Company or when the information has been publicly<br>disseminated.
4.	Disclosure.
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(a)	The Company strives to ensure that the contents of and the disclosures in the reports and documents that<br>the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance<br>with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
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(i)	not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether<br>within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating<br>organizations and other governmental officials, as appropriate; and
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(ii)	in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure<br>for accuracy and completeness.
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(b)	In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and<br>the Chief Executive Officer and the Chief Financial Officer of each subsidiary of the Company (or persons performing similar functions),<br>if any, and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself<br>with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
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(c)	Each person must promptly bring to the attention of the Board of Directors any information he or she may<br>have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect<br>the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other<br>employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
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5.	Compliance.
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(a)	It is the Company’s obligation and policy to comply with all applicable governmental laws, rules<br>and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws,<br>regulations, policies and procedures that apply to them in their positions with the Company. Employees are responsible for talking to<br>their supervisors to determine which laws, regulations and Company policies apply to their position and what training is necessary to<br>understand and comply with them.
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(b)	Directors, officers and employees are directed to specific policies and procedures available to persons<br>they supervise.
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6.	Reporting and Accountability.
(a)	The Board is responsible for applying this Code to specific situations in which questions are presented<br>to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential<br>breach of this Code is required to notify the Board promptly. Failure to do so is, in and of itself, a breach of this Code.
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(b)	Specifically, each person must:
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(i)	Notify the Board promptly of any existing or potential violation of this Code.
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(ii)	Not retaliate against any other person for reports of potential violations that are made in good faith.
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(c)	The Company will follow the following procedures in investigating and enforcing this Code and in reporting<br>on this Code:
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(i)	The Board will take all appropriate action to investigate any breaches reported to it.
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(ii)	Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take<br>or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or external<br>legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC<br>or other appropriate law enforcement authorities.
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(iii)	No person following the above procedure shall, as a result of following such procedure, be subject by<br>the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination<br>against such person in terms and conditions of employment.
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7.	Waivers and Amendments.
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(a)	Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the<br>principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions<br>or any amendment (as defined below) to this Code is required to be disclosed in a Current Report on Form 8-K filed with the SEC. In lieu<br>of filing a Current Report on Form 8-K to report any such waivers or amendments, the Company may provide such information on its website,<br>in the event that it establishes one in the future, and if it keeps such information on the website for at least 12 months and discloses<br>the website address as well as any intention to provide such disclosures in this manner in its most recently filed Annual Report on Form<br>10-K.
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(b)	A “waiver” means the approval by the Board of a material departure from a provision of this<br>Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a<br>material departure from a provision of this Code that has been made known to an executive officer of the Company. An “amendment”<br>means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
(c)	Any request for a waiver of any provision of this Code must be in writing and addressed to the Board.<br>All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code.<br>The Company expects full compliance with this Code.
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8.	Insider Information and Securities Trading. The Company’s directors, officers or employees<br>who have access to material, non-public information are not permitted to use that information for security trading purposes or for any<br>purpose unrelated to the Company’s business. It is also against the law to trade or to “tip” others who might make an<br>investment decision based on inside company information. For example, using non-public information to buy or sell the Company securities,<br>options in the Company securities or the securities of any Company supplier, customer, competitor or potential target is prohibited. The<br>consequences of insider trading violations can be severe. These rules also apply to the use of material, non-public information about<br>other companies (including, for example, the Company’s customers, competitors, potential business partners and potential targets).<br>In addition to directors, officers or employees, these rules apply to such person’s spouse, children, parents and siblings, as well<br>as any other family members living in such person’s home.
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9.	Financial Statements and Other Records.
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(a)	All of the Company’s books, records, accounts and financial statements must be maintained in reasonable<br>detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the<br>Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless<br>permitted by applicable law or regulation.
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(b)	Records should always be retained or destroyed according to the Company’s record retention policies.<br>In accordance with those policies, in the event of litigation or governmental investigation, please consult the Board or the Company’s<br>internal or external legal counsel.
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(c)	Any and all reports received by the Company of questionable accounting, violations of internal accounting<br>controls, or any other auditing or financial matters, or the reporting of fraudulent financial information or other questionable conduct<br>that are submitted to an officer of the Company will be handled as follows:
(i)	All reports received will be logged and include, among other things: (1) the date the report was received,<br>(2) a description of the report, (3) the reporting party (if provided), and (4) the status and disposition of an investigation of the<br>report.
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(ii)	The Vice President and Secretary of the Company will promptly submit to the Audit Committee of the Board<br>(the “Audit Committee”) all reports received. The Audit Committee shall direct and oversee an investigation of all reports<br>as it determines to be appropriate. The Audit Committee may also delegate the oversight and investigation of reports to the appropriate<br>members of the Company’s management. The Audit Committee may request special treatment for any report and may re-assume the direction<br>and oversight of an investigation of any report delegated to members of our management.
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10.	Improper Influence on Conduct of Audits.
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(a)	No director or officer, or any other person acting under the direction thereof, shall directly or indirectly<br>take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance<br>of an audit or review of the financial statements of the Company or take any action that such person knows or should know that if successful<br>could result in rendering the Company’s financial statements materially misleading. Any person who believes such improper influence<br>is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any<br>of the Company’s directors.
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(b)	Types of conduct that could constitute improper influence include, but are not limited to, directly or<br>indirectly:
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(i)	Offering or paying bribes or other financial incentives, including future employment or contracts for<br>non-audit services;
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(ii)	Providing an auditor with an inaccurate or misleading legal analysis;
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(iii)	Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the<br>Company’s accounting;
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(iv)	Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s<br>accounting;
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(v)	Blackmailing; and
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(vi)	Making physical threats.
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11.	Anti-Corruption Laws. The Company complies with the anti-corruption laws of the countries in which<br>it does business, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). Directors, officers, employees and agents,<br>such as third-party sales representatives, shall not take or cause to be taken any action that would reasonably result in the Company<br>not complying with such anti-corruption laws, including the FCPA. If you are authorized to engage agents on the Company’s behalf,<br>you are responsible for ensuring they are reputable and for obtaining a written agreement for them to uphold the Company’s standards<br>in this area. The Company will comply with the Policy Statement Regarding Compliance and Ethics attached hereto as Schedule A.
12.	Violations. The Board will investigate any reported violations and will oversee an appropriate<br>response, including corrective action and preventative measures. Any director, officer or employee who violates this Code will face appropriate,<br>case specific disciplinary action, which may include demotion or discharge. Such action is in addition to any civil or criminal liability<br>which might be imposed by any court or regulatory agency.
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13.	Other Policies and Procedures. Any other policy or procedure set out by the Company in writing<br>or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements<br>and remain in full force and effect.
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14.	Inquiries. All inquiries and questions in relation to this Code or its applicability to particular<br>people or situations should be addressed to the Board, or such other compliance officer as shall be designated from time to time by the<br>Company.
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ADOPTED: This 5^th^ day of January,2026.

Schedule A

PolicyStatement Regarding Compliance & Ethics

I.	Introduction.
(a)	Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals &<br>Technologies Corp. (the “Company”) is committed to the highest ethical standards, and expects the same of its directors, officers<br>and employees (to the extent that employees are hired in the future), Third Party (as defined below) representatives, and joint venture<br>partners. Consistent with this commitment, all Company employees are expected to understand and comply with all applicable laws, rules,<br>and regulations applicable to their job responsibilities at the Company.
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(b)	This Policy Statement sets forth the Company’s general requirements and expectations relating to<br>several key areas of business conduct and ethics. At the same time, this Policy Statement is not intended to be a comprehensive rulebook<br>and cannot address every situation that a Company director, officer and employee (to the extent that employees are hired in the future)<br>may face. If any Company director, officer or employee (to the extent that employees are hired in the future) feels uncomfortable about<br>a situation or has any doubts about whether a situation or course of conduct is consistent with the Company’s ethical standards,<br>such individuals are advised to seek help from the Company’s Chief Financial Officer.
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II.	Compliance with All Laws Including Bribery and Other Corrupt Payments Laws. The Company shall comply<br>with all applicable laws, including applicable laws governing bribery, extortion, kickbacks, and the giving or receiving of gifts or hospitality<br>to “Government Officials.”^1^ Consistent with this commitment, Company directors, officers or employees (to the<br>extent that employees are hired in the future) are prohibited from offering, promising, giving, soliciting, accepting or authorizing another<br>to offer, promise, give, solicit or accept anything of value, either directly or indirectly, for the purpose of corruptly influencing<br>the decision of any person, or to otherwise obtain or retain business or a business advantage in connection with the Company. This includes<br>all local, state and federal corruption laws, as well as international laws such as the Foreign Corrupt Practices Act, to the extent the<br>Company is conducting business outside of the United States.
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^1^	“Government Official” means: (i) any person who<br>is an officer, officeholder, full or part-time employee or representative of: (1) a national, state, regional, provincial, city, county<br>or other local government; (2) independent agencies of any government; or (3) state-owned businesses or state-controlled businesses (e.g.,<br>a representative of a sovereign wealth fund or public pension fund, an affiliate of a state-owned company owning distressed assets);<br>(ii) political party officials and candidates for political office; and (iii) any employees of quasi-public or non-governmental international<br>organizations (sometimes called “NGOs”).
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III.	Facilitation Payments. It is the Company’s policy not to make or authorize anyone to make<br>any small, unofficial payment to secure or expedite the performance of a routine or necessary action by a Government Official (a “Facilitation<br>Payment”)^2^ in connection with the Company.
IV.	Gifts & Hospitality.
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(a)	The Company requires that all gifts and hospitality promised, offered or provided on behalf of the Company<br>be reasonable, related to a legitimate business purpose, and lawful under applicable laws and regulations, including those relating to<br>the nature and amount of gifts and hospitality that can be provided to Government Officials.
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(b)	No Company employee or Third Party may offer, promise, give, solicit, accept or authorize another to offer,<br>promise, give, solicit or accept any gift or hospitality for the purpose of corruptly influencing the decision of any person, or to otherwise<br>obtain or retain business or a business advantage on behalf of the Company.
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(c)	All gifts and hospitality are required to be approved by appropriate Company personnel before being provided<br>to any external party, and shall be documented fairly and accurately in the Company’s books and records.
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V.	Political and Charitable Contributions.
---	---
(a)	It is the policy of<br> the Company that its funds or assets not be used to make a political or charitable contribution,^3^<br> unless prior approval has been given by the Company’s Chief Financial Officer. The<br> Company shall not reimburse any Company employee or Third Party for their own personal political<br> or charitable contributions. When Company employees participate in private political affairs,<br> those employees should be careful to make it clear that their views and actions are their<br> own, and not made on behalf of the Company.
---	---
(b)	Company employees are prohibited from making or authorizing any person to make a political or charitable<br>contribution on behalf of the Company for the purpose of corruptly influencing the decision of any person, or to otherwise obtain or retain<br>business or a business advantage.
---	---
^2^	A “Facilitation Payment” may take the form of any<br>kind of advantage, and is not limited to cash or cash equivalents.
---	---
^3^	For purposes of this provision, the term “political contribution”<br>refers to any contribution of something of value to an incumbent elected official, a candidate for elected office, a political party,<br>a political committee, a political organization, a ballot measure committee, an inaugural committee, or a member of the transition team<br>of a successful candidate. The term “charitable contribution” refers to any contribution of something of value to a charitable<br>or philanthropic cause, including, but not limited to donations of cash or cash equivalents to registered charities.

VI.	Relationships with Third Parties.
(a)	The Company shall conduct reasonable commercial and risk-based due diligence on all third-party vendors,<br>suppliers, agents, representatives, and intermediaries (each a “Third Party” and collectively “Third Parties”)<br>working on behalf of the Company.
---	---
(b)	All agreements with Third Parties relating to the Company shall be reduced to writing, accurately reflect<br>the actual goods or services to be provided by the Third Party, and include appropriate anti-corruption compliance representations and<br>warranties.
---	---
(c)	All payments to Third Parties made by or on behalf of the Company shall be made transparently, consistent<br>with applicable written agreements, and reflected accurately in the Company’s books and records.
---	---
VII.	Discrimination & Harassment.
---	---
(a)	Company employees shall not discriminate, harass, or authorize any discrimination or harassment on the<br>basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship,<br>genetic information, or any other characteristic protected by law.
---	---
(b)	The Company will not tolerate or authorize any unwelcome sexual advances, requests for sexual favors,<br>or any other verbal or physical conduct of a sexual nature by any Company employee or Third Party in connection with the Company if and<br>when: (i) submission to such conduct was made either explicitly or implicitly a term or condition of an individual’s employment;<br>(ii) submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual;<br>or (iii) such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an<br>intimidating, hostile, or offensive working environment.
---	---
VIII.	Money Laundering. It is the policy of the Company to prohibit and actively prevent money laundering<br>and any activity that could conceivably facilitate money laundering, the funding of terrorism, or other criminal activity. Consistent<br>with this policy, the local Company partner shall develop appropriate procedures to help ensure that the Company does not facilitate or<br>engage in any money laundering activities.
---	---
IX.	Health, Safety, And Environment. The Company is committed to conducting all business activities<br>in a responsible manner, which helps ensure the health, safety, and security of people, preservation of the environment, quality of our<br>business offerings, security, legal, quality, and regulatory requirements in all our business activities.
---	---

X.	Recordkeeping. The Company shall make and maintain records that fairly and accurately reflect the<br>business transactions of the Company.
XI.	Cooperation with Audits And Inspections. The Company, including each Company employee and Third<br>Party, shall cooperate fully with any and all requests made by its shareholders relating to the review and/or inspection of books and<br>records relating to the Company.
---	---
XII.	Reported Concerns.
---	---
(a)	The Company encourages reporting of suspected violations of this policy statement, violations of law,<br>and perceived incidents of discrimination or harassment. The Company will not tolerate actions by Company directors, officers or employees<br>(to the extent that employees are hired in the future) or Third Parties to discourage or authorize discouragement of any kind against<br>any individual who reports a perceived incident of discrimination or harassment in relation to the Company.
---	---
(b)	Retaliation of any kind against any individual who reports any perceived incident of discrimination or<br>harassment, or who cooperates with any investigation relating to such reports in good faith is prohibited. Engaging in any form of retaliation<br>may subject Company personnel to discipline, up to and including termination.
---	---
XIII.	Accountability. Failure to comply with the guidelines and requirements set forth in this Policy<br>Statement is a serious matter. Violating applicable laws, regulations, or the policies set forth in this document, or otherwise engaging<br>in illegal, improper, or unethical conduct may result in appropriate remedial action.
---	---

***

Exhibit 21.1

List of Subsidiaries of

Evolution Metals & Technologies Corp.

Entity Name	Place of Organization
Evolution Metals NewCo, Inc.*	Delaware
Evolution Metals LLC**	Delaware
Evolution Metals LLC (Korea)***	South Korea
KCM Industry Co., Ltd.****	South Korea
KMMI INC.****	South Korea
Handa Lab Co., Ltd.****	South Korea
NS World Co., Ltd.****	South Korea

*	100%<br>owned subsidiary of Evolution Metals & Technologies Corp.
**	≤<br>99% owned subsidiary of Evolution Metals & Technologies Corp., ≥ 1% owned subsidiary of Evolution Metals NewCo, Inc.
---	---
***	100%<br>owned subsidiary of Evolution Metals LLC
---	---
****	100%<br>owned subsidiary of Evolution Metals LLC (Korea)
---	---

Exhibit 99.3

KCM INDUSTRY Co., Ltd.

Condensed Interim Financial Statements

(Unaudited)

As of September 30, 2025 and for the nine-monthperiods ended September 30, 2025 and 2024

Table of Contents

	Page
Unaudited Condensed Balance Sheets	1
Unaudited Condensed Interim Statements of Operations	3
Unaudited Condensed Interim Statements of Comprehensive Loss	4
Unaudited Condensed Interim Statements of Changes in Stockholders’ Equity	5
Unaudited Condensed Interim Statements of Cash Flows	6
Notes to the Unaudited Condensed Interim Financial Statements	7

KCM INDUSTRY Co., Ltd.

Unaudited Condensed Balance Sheets

As of September 30, 2025, and December 31,2024

(in US dollars)

****	Notes	September 30, 2025		December 31, 2024
Assets:
Cash and cash equivalents		$	18,104	$	4,541
Trade accounts receivable (Related party)	2, 3, 18		612,673		295,000
Non-trade account receivable (Related party)	4, 18		-		153,000
Inventories	5		762,270		1,494,851
Prepaids and other current assets			2,771		10,022
Total current assets			1,395,818		1,957,414
Property, plant and equipment, net	7, 8, 9		2,797,863		2,599,386
Other non-current assets			23,840		17,007
Total non-current assets			2,821,703		2,616,393
Total assets		$	4,217,521	$	4,573,807

See accompanying notes to the unaudited condensed interim financial statements.

KCM INDUSTRY Co., Ltd.

Unaudited Condensed Balance Sheets, Continued

As of September 30, 2025, and December 31,2024

(in US dollars)

****	Notes	September 30, 2025		****	December 31, 2024		****
Liabilities and Stockholders’ Equity
Liabilities:
Trade accounts payable		$	45,599		$	53,700
Non-trade accounts payable			110,897			95,920
Short-term debt	9		307,731			278,911
Short-term debt (Related party)	9, 18		471,402			436,055
Current portion of long-term debt	9		320,953			253,306
Redeemable convertible preference shares	11		1,179,648			-
Current portion of finance lease liabilities	8		22,604			13,948
Current portion of defined severance benefits	16		70,291			55,218
Other current liabilities			78,787			15,955
Total current liabilities			2,607,912			1,203,013
Long-term debt	9		2,010,383			2,053,776
Convertible debt	6, 10		-			882,236
Defined severance benefits	16		92,388			64,972
Long-term taxes payable			31,847			30,378
Finance lease liabilities	8		54,140			45,200
Total non-current liabilities			2,188,758			3,076,562
Total liabilities			4,796,670			4,279,575
Stockholders’ equity:
Common stock, KRW 5,000 par value. Authorized 1,000,000 shares; issued and outstanding 20,000 shares as of September 30, 2025, and December 31, 2024	1		73,174			73,174
(Accumulated deficit) Retained earnings			(583,971	)		303,915
Accumulated other comprehensive loss			(68,352	)		(82,857	)
Total equity			(579,149	)		294,232
Total Liabilities and Stockholders’ Equity		$	4,217,521		$	4,573,807

See accompanying notes to the unaudited condensed interim financial statements.

KCM INDUSTRY Co., Ltd.

Unaudited Condensed Interim Statements of Income (Loss)

For the nine months ended September 30, 2025,and 2024

(in US dollars)

****	Notes	September 30, 2025		****		****
Net revenues	2	$	-		227
Net revenues (Related party)	2, 18		968,874		43,094
Total revenues			968,874		43,321
Cost of sales			(1,260,418	)	(436,357	)
Gross loss			(291,544	)	(393,036	)
Other operating income	13		-		31,291
Other operating expense	13		-		(7,960	)
Selling, general, and administrative expenses			(279,673	)	(382,243	)
Operating loss			(571,217	)	(751,948	)
Other income	16		41,945		4,438
Other expense	16		(738	)	(1,791	)
Interest income			1,936		1,530
Interest expense			(80,395	)	(77,690	)
Interest expense (Related party)	18		(18,038	)	(9,752	)
Gain on foreign currency			4,051
Loss on foreign currency			(12,302	)	-
Gain on financial instruments			73,020		-
Loss on financial instruments	6, 10, 11		(326,148	)	(83,337	)
Loss before tax			(887,910	)	(918,550	)
Income tax expense	12		-		-
Loss for the period		$	(887,886	)	(918,550	)

See accompanying notes to the unaudited condensed interim financial statements.

KCM INDUSTRY Co., Ltd.

Unaudited Condensed Interim Statements of Comprehensive Loss

For the nine months ended September 30, 2025,and 2024

(in US dollars)

****	Notes	September 30, 2025		****		****
Loss for the period		$	(887,886	)	(918,550	)
Other comprehensive income(loss):
Foreign currency translation adjustments, net of tax			7,575		(64,706	)
Actuarial gain on defined severance benefits, net of tax	16		6,930		69,692
Total other comprehensive income			14,505		4,986
Total comprehensive loss		$	(873,381	)	(913,564	)

See accompanying notes to the unaudited condensed interim financial statements.

KCM INDUSTRY Co., Ltd.

Unaudited Condensed Interim Statements of Changes in Stockholders’ Equity

For the nine months ended September 30, 2025,and 2024

(in US dollars)

****	Commonstock			****		****		****
Balances at January 1, 2024	$	73,174	(15,144	)	1,834,692		1,892,722
Loss for the period		-	-		(918,550	)	(918,550	)
Foreign currency translation adjustments, net of tax		-	(64,706	)	-		(64,706	)
Actuarial gain on defined severance benefits, net of tax		-	69,692		-		69,692
Balances at September 30, 2024	$	73,174	(10,158	)	916,142		979,158
Balances at January 1, 2025	$	73,174	(82,857	)	303,915		294,232
Loss for the period		-	-		(887,886	)	(887,886	)
Foreign currency translation adjustments, net of tax		-	7,575		-		7,575
Actuarial gain on defined severance benefits, net of tax		-	6,930		-		6,930
Balances at September 30, 2025	$	73,174	(68,352	)	(583,971	)	(579,149	)

See accompanying notes to the unaudited condensed interim financial statements.

KCM INDUSTRY Co., Ltd.

Unaudited Condensed Interim Statements of Cash Flow

For the nine months ended September 30, 2025,and 2024

(In US dollars)

****	September 30, 2025		****		****
Cash flows from operating activities
Loss for the period	$	(887,886	)	(918,550	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Inventory write-down adjustment		160,943		-
Depreciation and amortization		105,542		106,746
Interest expenses		8,375		7,444
Pension benefits provision		53,835		73,190
Loss on valuation of financial instrument		326,148		83,337
Loss on disposal of property, plant and equipment		-		7,960
Gain on disposal of financial Instrument		(73,020	)	-
Interest Income		(1,920	)	(1,487	)
Non-cash others		(4,729	)	559
Change in operating assets and liabilities:
Trade accounts receivable		(301,135	)	233,485
Non-trade account receivable		8,523		(9,487	)
Inventories		638,869		(282,697	)
Prepaids and other current assets		1,748		(1,910	)
Trade accounts payable		(10,617	)	68,553
Non-trade accounts payable		10,261		21,927
Defined severance benefits		(7,078	)	(36,220	)
Income taxes payable		50		18,575
Other current liabilities		61,596		(15,807	)
Net cash provided by (used in) operating activities:		89,505		(644,382	)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment		-		59,726
Proceeds from short-term financial instruments		-		170,011
Acquisitions of short-term financial instruments		-		(29,567	)
Acquisitions of property, plant and equipment		(1,026	)	(48,047	)
Net cash (used in) provided by investing activities:		(1,026	)	152,123
Cash flows from financing activities
Proceeds from short-term borrowings		126,346		427,246
Repayment of short-term borrowings		(96,971	)	(5,174	)
Repayment of long-term borrowings		(86,644	)	-
Payment of lease liabilities		(17,682	)	(19,786	)
Repayment of convertible bonds		(283	)	-
Net cash (used in) provided by financing activities:	$	(75,234	)	402,286
Effect of exchange rate changes on cash and cash equivalents		318		(4,841	)
Net increase (decrease) in cash and cash equivalents		13,245		(89,973	)
Cash and cash equivalents at beginning of period		4,541		112,550
Cash and cash equivalents at the end of period	$	18,104		17,736

See accompanying notes to the unaudited condensed interim financial statements.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements

September 30, 2025, and 2024

1.	Summary of Significant Accounting Policies
(1)	Description of Business
---	---

KCM INDUSTRY Co., Ltd. (the Company), established in 2021, specializes in the manufacture and sale of neodymium-iron-boron (“NdFeb”) powder for NdFeb permanent magnets. The Company specializes in the production of neodymium-iron-boron (NdFeB) magnetic powder, establishing itself as one of South Korea’s key manufacturers in this specialized industry. The Company offers diverse types of NdFeb Powder with different magnetic characteristics. The Company is headquartered in Gunsan, South Korea and production takes place at headquarter.

(2)	Basis of Presentation

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The accounting policies applied by the Company in these interim financial statements are the same as those applied by the Company in its financial statements as of and for the year ended December 31, 2024.

The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed financial statements should be read in conjunction with the Company’s latest annual audited financial statements as of and for the year ended December 31,2024.

(3)	Going Concern

The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists.

Primarily due to underperformance, the Company incurred losses of $887,886 for the nine-month period ended September 30, 2025. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

(4)	Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets; allowance for credit losses, deferred tax assets, inventory, lease liabilities and right-of-use assets, and income tax uncertainties, and other contingencies.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

(5)	New Accounting Standards and Interpretations Not Yet Adopted

Income Statement (Topic 220) ReportingComprehensive Income- Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, which becomes effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The standard requires to disclose disaggregated information about certain income statement expense line items. The Company does not expect the standard to have a material effect on its financial statements and has begun evaluating disclosure presentation alternatives.

Debt—Debt with Conversion andOther Options (Subtopic 470-20)

In November 2024, the FASB issued ASU 2024-04, which becomes effective for annual reporting periods beginning after December 15, 2025, and interim periods within annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in Update 2020-06. The amendments clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company is currently assessing the impact of the amendments on its financial statements.

Income Taxes (Topic 740) - Improvementsto Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025 for non-public business entities. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company does not expect the standard to have a material effect on its financial statements.

The Company has not early adopted any of the forthcoming new or amended accounting standards in preparing these condensed interim financial statements.

2.	Significant Risks and Uncertainties Including Business and Credit Concentrations

The Company manufactures Neodymium Powder (NdFeb Powder) for Neodymium Magnet which is used in manufacturing of household appliances and cars. The Company’s main products are NdFeb bonded powders with different types of magnetic characteristics.

The Company’s operating segment is a single segment and composes of NdFeb Powder manufacturing segment, and as of the end of the reporting period, assets, and liabilities of the segment are the same as the condensed balance sheets.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

The following table disaggregates revenue by category.

****	September 30, 2025
(in US dollars)
Revenue by category
Finished goods (*1,3)	$	967,872	-
Merchandise & others (*2)		1,002	43,321
(*1)	Revenue from sales of NdFeb Powder
---	---
(*2)	Revenue other than sales of NdFeb Powder such as sales of rare<br>earth raw materials, other raw materials, etc.
---	---
(*3)	There is no revenue recognized for the nine-month period ended<br>September 30, 2024.
---	---

Domestic sales are approximately $968,874 (or 100% of total net revenue) for the nine-month period ended September 30, 2025.

Sales to a small number of major customers account for the majority of the company’s total net revenue. The company is making efforts to gain new customers by continuously expanding its sales activities not only to domestic magnet manufactures but also to overseas NdFeb Magnet manufactures.

The following table disaggregates trade accounts receivable by major customers.

****	September 30, 2025
(in US dollars)
Trade accounts receivable by customers:
NS World Co., Ltd	$	612,673	295,000

Sales to one direct customer, NS World Co., Ltd., one of the Company’s related parties (See note 18) represented 99.9% ($967,872) of total revenue for the nine-month periods ended September 30, 2025.

In contrast, equipment installation service provided to GCM VINA, represented $43,094 (99%) of total revenue for the nine-month period ended September 30, 2024.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

3.	Trade Accounts Receivable

As of September 30, 2025, and December 31, 2024, the Company’s trade accounts receivable are attributable entirely to related parties (refer to Note 18). There was no effect in allowance for credit losses for trade accounts receivable.

4.	Non-trade accounts receivable

The Company disaggregates the non-trade account receivable by type of financing receivable when assessing and monitoring risk and performance of the entire portfolio. Non-trade accounts receivable consists of accrued revenue and non-trade receivable, which are unsecured.

There was no allowance for credit losses related to non-trade accounts receivable recorded as of September 30, 2025, and December 31, 2024.

5.	Inventories

Details of Inventories as of September 30, 2025, and December 31, 2024 are as follows:

	September 30, 2025		****		****
(in US dollars)
Merchandise	$	24,169		22,109
Raw materials		61,015		87,879
Work in process		533,480		349,210
Write-down of work in process		(315,365	)	(156,832	)
Work in process, net		218,115		192,378
Finished goods		736,444		1,810,909
Write-down of finished goods		(277,473	)	(618,424	)
Finished goods, net		458,971		1,192,485
Total	$	762,270		1,494,851

The write-down of inventories as of September 30, 2025 is $592,838, compared to $775,256 as of December 31, 2024. An inventory write-down of $160,943 was recognized in the cost of sales, while the allowance for inventory valuation decreased by $182,418. The difference is due to a decrease in valuation allowance resulting from increased sales of goods and the difference in the applied exchange rate.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

6.	Fair Value Measurements
(1)	Fair value represents the price that would be received to sell an asset or paid to transfer a liability<br>in an orderly transaction between market participants at the measurement date. Fair value measurements are reported in one of three levels<br>reflecting the significant inputs used to determine fair value.
---	---

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

(2)	The following summarizes our financial assets and financial liabilities that are measured at fair value<br>on a recurring basis:
	Classification	Measurement Level	September 30, 2025		December 31, 2024
---	---	---	---	---	---	---
(in US dollars)
Redeemable convertible preference shares	Financial liabilities	Level 3	$	1,179,648		-

The Company estimated the fair value of redeemable convertible preferred stock using the Tsiveriotis-Fernandes model with strip and bootstrapping method. The fair value is estimated using Level 3 inputs based on Stock price volatility of similar listed companies.

The change in fair value of the redeemable convertible preferred stock resulted in a loss of $72,073 for the nine-month period ended September 30, 2025, which was recognized in the statements of operations within Loss on financial instruments.

Fair value per share, the Company’s underlying assets, was evaluated by referring to the Company’s business plan and objectively verifiable market indicators.

(3)	The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable,<br>accounts payable and accrued expenses, approximate fair value due to their short maturity.

Our short-term and long-term debts except the redeemable convertible preferred stock are recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rates for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of September 30, 2025, and December 31, 2024, due primarily to the interest rates approximating market interest rates.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

(4)	Quantitative information as of September 30, 2025, for the significant liabilities measured and carried<br>at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) follows:
****	Unobservable Inputs	Assumptions	Factors		****
---	---	---	---	---	---
Redeemable convertible preference shares	Volatility	Mean of the annual volatility of proxy companies		47.5	%
	Risk neutrality probability, max	Dynamic hedge for each node		47.5	%
(5)	For the fair value of the convertible redeemable preferred shares, reasonably possible changes at each<br>reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects in the statement<br>of profit or loss.
---	---

****	September 30, 2025					December 31, 2024
	Increase		****	Decrease		Increase		Decrease
(in US dollars)
Volatility of underlying stock price (+/-10%p)	$	(11,058	)		540		-		-
Underlying stock price (+/- 5%)		(56,067	)		55,426		-		-
7.	Property, plant and equipment
---	---

Details of Property, plant and equipment as of September 30, 2025, and December 31, 2024 are as follows:

****	****	Initial Cost				Carrying Amount
	Useful Lives	September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
(in US dollars)
Land(*1)	-	$	1,170,591		1,116,600		1,170,591		1,116,600
Buildings, structures and related equipment(*1)	40		1,014,185		967,409		936,007		910,975
Machinery and equipment(*1)	8		563,828		537,823		335,075		370,041
Vehicles	5		31,622		30,163		13,259		17,172
Furniture and fixtures	8		120,561		114,014		82,926		88,896
Construction in progress			172,127		20,408		172,127		20,408
Finance lease right-of-use assets	2-5		134,474		104,319		87,878		75,294
		$	3,207,388		2,890,736		2,797,863		2,599,386
(*1)	As of September 30, 2025, land, buildings, machinery and equipment<br>have been provided as security (with a secured amount of $3,123,663) for long-term debt. The contractual secured amount is set at 120%<br>of the credit line agreed with Industrial Bank of Korea and Shinhan Bank (refer to Note 9, 17).
---	---

Total depreciation for the nine-month periods ended September 30, 2025, and 2024 were $105,542 and $106,746, respectively.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

8.	Leases

The Company has finance leases for certain transportation equipment, apartment and office equipment. Finance lease assets and liabilities are included in property, plant and equipment and finance lease liabilities, respectively, on the balance sheets.

The Company also has several non-cancellable short-term leases, primarily for an apartment used as dormitories for employees that expire in 12 months.

The Company’s leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments only. The Company also elected to discount all lease liabilities using an incremental borrowing rate.

(1)	The components of lease expense for the nine-month periods ended September 30, 2025 and 2024 were as follows:
****	September 30, 2025		September 30, 2024
---	---	---	---	---
(in US dollars)
Finance lease expense:
Depreciation of right-of-use assets	$	18,280		14,061
Interest on lease liabilities		5,150		4,451
Sub-total		23,430		18,512
Short-term lease expense		9,390		9,735
Total	$	32,820		28,247
(2)	Amounts reported in the balance sheets as of September 30, 2025 and December 31, 2024 were as follows
---	---
****	September 30, 2025		****	December 31, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Finance Leases:
Finance lease right-of-use assets	$	134,474			104,319
Less: Accumulated amortization assets		(46,596	)		(29,025	)
Property, plant and equipment, net	$	87,878			75,294
Long-term finance lease liabilities	$	54,140			45,200
Current portion of finance lease liabilities		22,604			13,948
Total	$	76,744			59,148

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

(3)	Other information related to leases for the nine-month periods ended September 30, 2025 and 2024 were<br>as follows:
****	September 30, 2025		September 30, 2024
---	---	---	---	---
(in US dollars)
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operations for finance leases	$	17,682		19,786
Right-of-use assets obtained in exchange for lease obligations:
Finance leases	$	25,111		47,249
Weighted average remaining lease term:
Finance leases		3.36 years		3.04 years
(4)	Maturities of lease liabilities under noncancellable leases as of September 30, 2025 are as follows:
---	---
****	September 30, 2025		****
---	---	---	---
****	Finance leases		****
(in US dollars)
2025	$	7,336
2026		29,344
2027		25,863
2028		16,642
2029		8,290
thereafter		2,267
Total undiscounted lease payments		89,742
Less imputed interest		(12,998	)
Total lease liabilities	$	76,744

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

9.	Debt
(1)	Short-Term debt
---	---

Details of carrying amounts of short-term debts as of September 30, 2025, and December 31, 2024, are as follows:

(in US dollars) <br><br> Maturity Date	Interest rate (%)	Borrowing Limit		September 30, 2025
Sep. 2026 (*1)	4.6	$	471,402	$	471,402	436,055
Jun. 2026	4.6		42,790		42,790	40,816
Mar. 2026	0.0		15,333		15,333	0
Oct. 2025	9.5		249,608		249,608	238,095
				$	779,133	714,966
(*1)	This represents working capital loan borrowed from the company’s<br>executives and employees.
---	---
(2)	Current portion of long-term debt
---	---

Details of carrying amounts of current portion of long-term debts as of September 30, 2025, and December 31, 2024, are as follows:

(in US dollars)<br><br> Description	Maturity Date	Interest Rate (%)	Borrowing Limit		September 30, 2025
Operating Funds Loan(*1)	Oct. 2025	2.18	$	142,633	$	142,633	136,054
Operating Funds Loan(*1)	Oct. 2025 - Sep. 2026	2.88		71,317		23,706	22,612
Operating Funds Loan(*1)	Oct. 2025 - Sep. 2026	2.93		356,583		118,785	94,640
Facility Funds Loan(*1)	Oct. 2025 - Sep. 2026	3.64		1,568,963		35,829	0
Total current portion of long-term debt					$	320,953	253,306
(*1)	The amount is less than 12 months of repayment period and has<br>been replaced by long-term debt to current portion of long-term debt.
---	---

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

(3)	Long-Term Debt

Details of carrying amounts of long-term debt as of September 30, 2025, and December 31, 2024 are as follows:

(in US dollars)<br><br> Description	Maturity Date	Interest Rate (%)	Borrowing Limit		September 30, 2025		****		****
Facility Funds Loan (*1, 2, 3)	Sep. 2027 – Jul. 2030	3.64	$	1,568,963	$	1,212,381		1,156,463
Facility Funds Loan (*1, 2, 3)	Mar. 2027 – Sep. 2032	2.55		641,849		641,849		612,245
Operating Funds Loan (*1)	Oct. 2025	9.5		142,633		142,633		136,054
Operating Funds Loan	Jul. 2026 – Sep. 2027	2.88		71,317		47,411		62,184
Operating Funds Loan	Jul. 2026 – Feb. 2028	2.93		356,583		287,062		340,136
Total principal long-term debt					$	2,331,336		2,307,082
Less: current portion of long-term debt						(320,953	)	(253,306	)
Total long-term debt					$	2,010,383		2,053,776
(*1)	On September 30, 2025, the Company provided property, plant<br>and equipment, (net book value: $2,312,227, secured amount: $3,123,663) as security in relation to this loan. The contractual secured<br>amount is set at 120% of the credit line agreed with Industrial Bank of Korea and Shinhan Bank (refer to Note 7)
---	---
(*2)	On September 30, 2025, the Company was provided guarantees from<br>the representative director (with a guarantee amount of $382,481) in relation to this loan. (refer to Note 17)
---	---
(*3)	On September 30, 2025, the Company established pledge fire insurance<br>claims (with a pledge amount of $1,831,071).
---	---
(4)	Future principal payments for long-term debt as of September 30, 2025 are as follows:
---	---
****	September 30, 2025
---	---	---
(in US dollars)
2025	$	178,255
2026		251,853
2027		537,677
2028		420,910
2029		401,113
thereafter		541,528
	$	2,331,336

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

10.	Convertible Debt
(1)	Details of carrying amounts of the convertible debt as of September 30, 2025, and December 31, 2024, are<br>as follows:
---	---
(in US dollars)<br><br> Maturity Date	Interest rate (%)	September 30, 2025		December 31, 2024
---	---	---	---	---	---
Sep. 2027 – Jun. 2030	0.25	$	-		882,236
(2)	Descriptive information of the Convertible debt
---	---

In June 2023, the Company issued $737,246 in par value of unsecured convertible debt due 2030.

Upon the issuance of convertible debt, the Company measured the convertible debt using fair value options. The Company’s convertible debt has complex provisions, so the Company believes measuring them at fair value could better explain the characteristics of the financial instrument. The change in fair value of the convertible debt resulted in a loss of $254,075 for the nine-month periods ended September 30, 2025, which was recognized as loss on valuation of financial instruments in the statements of operations.

The lender has the tag-along right, if the CEO intends to dispose of his holdings.

(3)	Terms of the Convertible debt

The details of the Company’s convertible debt are as follows:

Category	Details
Issuance date	June 21, 2023
Issuance amount	1,000,000,000 KRW (equivalent to $737,246)
Coupon rate	Annual 0.25%
Guaranteed maturity interest rate	Annual 3.00%
Repayment terms	Repayment in 3-year installments after 4-year grace period
Types of securities to be issued upon<br> conversion	Redeemable convertible preferred stocks (RCPS)
Conversion price	600,000 KRW (equivalent to $442)
Conversion ratio	1,666 shares per total face amount, cash repayment for odd lots
Conversion period	From the day following the bond issuance date to the bond maturity date
Adjustment of conversion ratio	Standard anti-dilution provisions.<br><br> <br>In the case of a listing or a backdoor listing,<br> if the recent conversion price is less than 70% of the offering price or market price, the conversion price will be adjusted to 70% of<br> the offering price or market price.
(4)	Conversion
---	---

On April 14, 2025, Convertible bonds were converted into 1,666 shares of RCPS upon the exercise of conversion rights by Korea SMEs and Startups Agency.

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

11.	Redeemable convertible preferred stock
(1)	Details of carrying amounts of the convertible debt as of September 30, 2025, and December 31, 2024, are<br>as follows:
---	---
(in US dollars)<br><br> Maturity Date	Interest rate (%)	September 30, 2025		December 31, 2024
---	---	---	---	---	---
Sep. 2027 – Jun. 2030	0.25	$	1,179,648		-
(2)	Descriptive information of the redeemable convertible preference shares
---	---

On April 14, 2025, Convertible bonds were converted into 1,666 shares of RCPS upon the exercise of conversion rights by Korea SMEs and Startups Agency. The conversion rate of the redeemable convertible preferred stock is subject to adjustment upon the occurrence of certain events specified in the 2023 agreement. Therefore, the company classified the redeemable convertible preferred stock as a liability in accordance with ASC 480.

The redeemable convertible preferred stock issued by the company measured through fair value option under ASC825.

The Company measures the redeemable convertible preferred stock at fair value. The change in fair value of the convertible debt resulted a loss of $72,073 for September 30, 2025, which was recognized as loss on valuation of financial instruments in the statements of operations. (refer to Note 6)

(3)	Terms of the redeemable convertible preferred stock

The details of the Company’s redeemable convertible preferred stock are as follows:

Category	Details
Voting rights	1 voting right, same as common stock
Duration	From the day following the issuance date until 10 years later
Types of securities to be issued upon conversion	Common stocks
Conversion Ratio	1 preferred share to 1 common share (certain adjustments may apply based on the IPO offering price)
Conversion Period	From the day following the issuance date until 10 years later (Subsequently automatically converted to common stock)
Adjustment of conversion ratio	standard anti-dilution provisions<br><br> <br>In the case of a listing, if the conversion price<br> of RCPS is less than 70% of the offering price, the conversion ratio will be adjusted to 1/0.7 (about 1.43) shares per RCPS
	1,666 shares per total face amount, cash repayment for odd lots
Redemption Guaranteed Yield	3.00%, annual
Redemption Claimable Period	From the day following the issuance date to 10 years after the lapse of 3 years
Dividends	participating cumulative, annual 1%

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

12.	Income Taxes

The Company is subject to income taxation through primarily in the South Korea and its provision from income taxes for interim periods is determined using its effective tax rate. We do not expect any income tax expenses (benefits) for the nine-month period ended September 30, 2025, including tax expenses directly recorded in equity. There is no change in the Provision for uncertain tax position amount as of the end of 2024, except for the effects of foreign currency translation adjustments.

13.	Other Operating Income and Expenses

Other operating income includes government grants and other operating expenses include loss on disposal of property, plant and equipment.

14.	Stockholders’ Equity

The Company has 1 million shares of authorized stock, and authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. The Company has 21,666 shares of authorized stock, consisting of: (i) 20,000 of common stock, par value KRW5,000 per share, and (ii) 1,666 shares of redeemable convertible preferred stock, par value KRW5,000 per share, issuable. (Refer to Note 10)

(1) Common Stock

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there is no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company.

(2) Accumulated other comprehensive income(loss)

Accumulated other comprehensive income(loss) is consist of foreign currency translation adjustments and actuarial gain on net liability of defined benefits. In case of the actuarial gain on liability of defined benefits, it is amortized into net periodic benefits cost on a straight-line basis over the expected average remaining service period of employees.

15.	Supplemental Cash Flow Information
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Supplemental disclosure of cash flow information:
Cash receipt during the period for interest	$	16			1,343
Cash paid during the period for interest		(73,051	)		(89,591	)
Income taxes received		74			18,575
Non-cash investing and financing activities:
Reclassification of long-term borrowings to current liabilities	$	106,868			92,763
Finance lease right-of-use assets		27,362			48,828

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

16.	Defined Severance Benefits
(1)	The following table sets forth the plan’s defined severance benefits as of September 30, 2025, and<br>December 31, 2024. They were recorded in the Company’s balance sheets as defined severance benefits and represent the total defined<br>severance benefit obligation less the fair value of plan assets.
---	---
****	September 30, 2025		****	December 31, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Current portion of defined severance benefits	$	138,088			120,543
Plan assets		(67,797	)		(65,325	)
Defined severance benefits		92,389			64,972
Funded Status	$	162,679			120,190
(2)	The following table summarizes changes in plan’s defined severance benefits obligation including<br>benefit costs and benefits paid during nine-month periods ended September 30, 2025, and 2024:
---	---
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Changes in benefit obligation:
Benefit obligation at beginning of period	$	185,515			169,469
Service costs		53,835			73,190
Interest costs		3,225			2,992
Net benefits payment		(9,035	)		(3,046	)
Actuarial gain		(12,304	)		(70,688	)
Foreign currency exchange rate changes		9,240			(3,817	)
Benefit obligation at end of period	$	230,476			168,100
Changes in plan assets:
Fair value of plan assets at beginning of period	$	65,325			37,617
Contribution by the employer		7,078			36,220
Return on plan assets		1,920			1,487
Managing costs		(380	)		(185	)
Net benefits payment		(9,035	)		(3,046	)
Actuarial loss		(265	)		(1,371	)
Foreign currency exchange rate changes		3,154			(27	)
Fair value of plan assets at end of period	$	67,797			70,695

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

(3)	Net periodic benefit costs recognized during nine-month periods ended September 30, 2025, and 2024 were<br>as follows:
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Service costs	$	53,835			73,190
Interest costs		3,225			2,992
Return on plan assets		(1,920	)		(1,487	)
Managing costs		380			185
Amortization of net actuarial loss		(5,109	)		374
Net periodic benefit costs recognized	$	50,411			75,254
(4)	The following table summarizes changes in accumulated other comprehensive gain for defined severance benefits<br>during nine-month periods ended September 30, 2025, and 2024:
---	---
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Balance at the beginning of period	$	37,415			(21,231	)
Net actuarial gain , net of tax		12,039			69,318
Amortization of accumulated net actuarial gain		(5,109	)		374
Balance at the end of period	$	44,345			48,461
(5)	Weighted-average assumptions used to determine defined severance benefits obligation for September 30,<br>2025, and December 31, 2024 were as follows:
---	---
****	September 30, 2025		****	December 31, 2024		****
---	---	---	---	---	---	---
Discount rate applicable to PBOs		3.3	%		3.3	%
Expected rate of return on plan assets		3.0	%		3.0	%
Rate of compensation increase		2.4	%		2.4	%

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

(6)	The expected maturity analysis of undiscounted defined severance benefits as of September 30, 2025, and<br>December 31, 2024 as follows:
****	September 30, 2025		December 31, 2024
---	---	---	---	---
(in US dollars)
Less than 1 year	$	126,371		120,543
Between 1 - 2 years		7,705		7,349
Between 2 - 5 years		11,588		11,053
Over 5 years		80,122		76,427
Total	$	225,786		215,372
17.	Commitments and Contingencies
---	---
(1)	Guarantees
---	---
1)	The detail of guarantee provided by third parties as of September 30, 2025 is as follows:
---	---
(in US dollars)<br><br> Provider	Type	Guaranteed Amount		Beneficiary
---	---	---	---	---
Seoul Guarantee Insurance	Payment Guarantee	$	72,386	KEPCO (Korea Electric Power Corporation)

In addition to the list above, the representative director has provided guarantees (with a guarantee amount of $310,095 and $72,386) for long-term debt and joint guarantee for performance guarantee provided by Seoul Guarantee Insurance to the company (refer to Note 9, 18).

2)	The main commitments with financial institutions as of September 30, 2025 are as follows:
(in US dollars)<br><br> Financial Institution	Type	Credit Line		Used Amount
---	---	---	---	---	---
Industrial Bank of Korea (*1)	Facility Funds Loan (*2)	$	1,568,963		1,212,381
	Facility Funds Loan (*2)		641,849		641,849
	Operating Funds Loan		249,608		249,608
Shinhan Bank (*1)	Operating Funds Loan		142,633		142,633
Korea SMEs and	Operating Funds Loan		71,317		47,411
Startups Agency	Operating Funds Loan		356,583		287,062
		$	3,030,953		2,580,944
(*1)	As of September 30, 2025, land, buildings, machinery and equipment<br>have been provided as security (with a secured amount of $3,123,663) for long-term debt. The contractual secured amount is set at 120%<br>of the credit line agreed with Industrial Bank of Korea and Shinhan Bank (refer to Note 7, 9).
---	---
(*2)	As of September 30, 2025, the company established pledge fire<br>insurance claims (with a pledge amount of $1,831,071) (refer to Note 9).
---	---

KCM INDUSTRY Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

September 30, 2025, and 2024

18.	Related Party Transactions
(1)	The Company’s list of Related parties is as follows:
---	---
Relationship	Name of Related Party
---	---
Primary owners with more than 10% of shares	CHANG BAE LEE(CEO)
	SU MIN LEE
	HEE CHANG KIM
	KUM SOON KANG
Other parties	NS WORLD Co., Ltd. (*1)
(*1)	NS WORLD Co., Ltd has been identified as related party since<br>CEO is primary owner with more than 10% of shares for both NS WORLD Co., Ltd and the Company.
---	---
(2)	Related party transactions between the Company and its related party comprise of sales of products and<br>other services, expenses for raw materials and other expenses in the ordinary course of business, which are included in the financial<br>statements.
---	---
****	September 30, 2025		September 30, 2024
---	---	---	---	---
(in US dollars)
Net Sales	$	968,874		43,094
Purchase of raw materials		-		44,715
Other expenses (*1)		18,038		9,986
(*1)	Primarily consists of interest expense ($18,038 in 2025 and<br>$9,752 in 2024).
---	---
(3)	Amounts due from or to related parties, are as follows:
---	---
****	September 30, 2025		December 31, 2024
---	---	---	---	---
(in US dollars)
Trade account receivable	$	612,673		295,000
Non-trade account receivable		-		153,000
(4)	Related party transactions between the Company and its officers, employees, and affiliated companies comprise<br>of short-term borrowing. Amount due from or to its officers, employees, and affiliated companies, are as follows:
---	---
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Beginning Short-term debt balance	$	436,055			-
Increase		111,128			382,895
Decrease		(96,971	)		(5,174	)
Loss on foreign currency translation		(21,190	)		(9,518	)
Ending Short-term debt balance	$	471,402			387,239
(5)	The Company provides a guarantee for borrowing from a bank and is provided guarantees from its officer<br>for the Company’s borrowings from banks.
---	---
****	September 30, 2025		December 31, 2024
---	---	---	---	---
(in US dollars)
Guarantee from the management	$	382,481		364,840
19.	Subsequent Events
---	---

The Group has evaluated subsequent events from the balance sheet date to the date at which the unaudited condensed consolidated interim financial statements were available to be issued, no other events requiring disclosure were identified.

Exhibit 99.4

KMMI INC.

Condensed Interim Financial Statements

(Unaudited)

As of September 30, 2025 and for the nine-month Periods ended September 30, 2025 and 2024

Table of Contents

	Page
Unaudited Condensed Balance Sheets	1
Unaudited Condensed Interim Statements of Operations	2
Unaudited Condensed Interim Statements of Comprehensive Loss	3
Unaudited Condensed Interim Statements of Changes in Stockholders’ Equity	4
Unaudited Condensed Interim Statements of Cash Flows	5
Notes to the Unaudited Condensed Interim Financial Statements	6

KMMI INC.

Unaudited Condensed Balance Sheets

(in US dollars)

		September 30, <br> 2025
Assets:
Cash and cash equivalents		$	163,569		492,984
Restricted cash			36,637		34,014
Short-term loan (Related parties)			-		408,163
Non-trade accounts receivable (Related parties)	13		67,640		50,783
Prepaids and other current assets			9,544		14,476
Total current assets			277,390		1,000,420
Property, plant and equipment, net	3		2,064,703		2,110,588
Operating lease right-of-use assets	5		36,660		72,311
Other non-current assets			104,225		97,717
Total non-current assets			2,205,588		2,280,616
Total assets		$	2,482,978		3,281,036
Liabilities and Stockholders’ Equity
Liabilities:
Non-trade accounts payables	13	$	47,214		43,680
Current portion of long-term debt	6		47,497		37,891
Current portion of finance lease liabilities	5		19,805		16,811
Current portion of operating lease liabilities	5		16,857		33,597
Withholdings			11,729		2,871
Current portion of defined severance benefits	10		16,879		5,795
Other current liabilities	12		34,660		33,061
Total current liabilities			194,641		173,706
Long-term debt	6		1,345,718		1,330,544
Finance lease liabilities	5		1,765		16,093
Operating lease liabilities	5		6,320		12,649
Other non-current liabilities	4		76,153		62,400
Defined severance benefits	10		81,453		40,588
Total non-current liabilities			1,511,409		1,462,274
Total liabilities			1,706,050		1,635,980
Stockholders’ equity:
Common stock, KRW500 par value, 20,000,000 shares authorized, 22,080 shares issued and outstanding at September 30, 2025 and December 31, 2024	9		9,337		9,337
Additional paid-in capital			3,937,986		3,937,986
Accumulated deficit			(3,024,278	)	(2,104,584	)
Accumulated other comprehensive loss			(146,117	)	(197,683	)
Total equity			776,928		1,645,056
Total liabilities and stockholders’ equity		$	2,482,978		3,281,036

See accompanying notes to the unaudited condensed interim financial statements.

KMMI INC.

Unaudited Condensed Interim Statements of Operations

(in US dollars)

	Notes	September 30,<br> 2025
Net revenues		$	-		-
Cost of sales			-		-
Gross profit			-		-
Other operating income			2,546		-
Selling, general, and administrative expenses			(935,810	)	(654,497	)
Operating loss			(933,264	)	(654,497	)
Other income			4,342		451
Other expense			(737	)	(1,465	)
Interest income (Related parties)	13		14,294		14,982
Interest income			1,391		1,171
Interest expense			(19,157	)	(21,122	)
Gain on foreign currency			13,437		46,343
Loss on foreign currency			-		(6,266	)
Loss before tax			(919,694	)	(620,403	)
Income tax expense	7		-		-
Loss for the period		$	(919,694	)	(620,403	)

See accompanying notes to the unaudited condensed interim financial statements.

KMMI INC.

Unaudited Condensed Interim Statements of Comprehensive Loss

(in US dollars)

	Notes	September 30, <br>2025
Loss for the period		$	(919,694	)	(620,403	)
Other comprehensive income(loss):
Foreign currency translation adjustments, net of tax			72,440		(79,343	)
Actuarial loss on defined severance benefits, net of tax	10		(20,874	)	(2,167	)
Total other comprehensive income(loss)			51,566		(81,510	)
Total comprehensive loss		$	(868,128	)	(701,913	)

See accompanying notes to the unaudited condensed interim financial statements.

KMMI INC.

Unaudited Condensed Interim Statements of Changes in Stockholders’ Equity

(in US dollars)

	Common stock
Balances at January 1, 2024	$	9,337	3,937,986	86,228		(1,252,064	)	2,781,487
Loss for the period		-	-	-		(620,403	)	(620,403	)
Foreign currency translation adjustments		-	-	(79,343	)	-		(79,343	)
Actuarial loss on defined severance benefits, net of tax		-	-	(2,167	)	-		(2,167	)
Balances at September 30, 2024	$	9,337	3,937,986	4,718		(1,872,467	)	2,079,574
Balances at January 1, 2025	$	9,337	3,937,986	(197,683	)	(2,104,584	)	1,645,056
Loss for the period		-	-	-		(919,694	)	(919,694	)
Foreign currency translation adjustments		-	-	72,440		-		72,440
Actuarial loss on defined severance benefits, net of tax		-	-	(20,874	)	-		(20,874	)
Balances at September 30, 2025	$	9,337	3,937,986	(146,117	)	(3,024,278	)	776,928

See accompanying notes to the unaudited condensed interim financial statements.

KMMI INC.

Unaudited Condensed Interim Statements of Cash Flows

(In US dollars)

	September 30, <br>2025
Cash flows from operating activities
Loss for the period	$	(919,694	)	(620,403	)
Adjustments to reconcile loss for the period to net cash used in operating activities:
Depreciation and amortization		156,513		150,563
Interest expenses		19,157		21,122
Loss on foreign currency		-		6,251
Gain on foreign currency		(13,437	)	(5,666	)
Accretion expense		4,047		3,824
Non-cash others		8,767		(10,715	)
Changes in operating assets and liabilities:
Prepaid and other current assets		5,566		4,251
Other non-current assets		-		(1,478	)
Non-trade accounts payables		11,016		3,592
Withholdings		8,654		1,480
Payment of defined severance benefits		(2,496	)	-
Net cash used in operating activities		(721,907	)	(447,179	)
Cash flows from investing activities
Increase in leasehold deposits		(1,770	)	-
Acquisitions of property, plant and equipment		(10,567	)	(16,799	)
Collection of loans		424,692		-
Proceeds from disposal of property, plant and equipment		386		-
Net cash provided by (used in) investing activities		412,741		(16,799	)
Cash flows from financing activities
Proceeds from short-term debt		-		110,877
Repayment from long-term borrowings		(27,640	)	-
Payment of finance lease liabilities		(12,828	)	(11,250	)
Net cash provided by (used in) financing activities	$	(40,468	)	99,267
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		22,842		(30,056	)
Net decrease in cash and cash equivalents, and restricted cash		(349,634	)	(364,351	)
Cash and cash equivalents, and restricted cash, at beginning of period		526,998		1,165,988
Cash and cash equivalents, and restricted cash, at end of period	$	200,206		771,581

See accompanying notes to the unaudited condensed interim financial statements.

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements

1.	Summary of Significant Accounting Policies
(1)	Description of Business
---	---

KMMI INC. (the “Company”), established in 2021, is specialized in the manufacture and sale of NdPR block magnets and magnets for traction motors that are used in aerospace and defense, automobile, energy plant and other various industries. The Company is planning to initiate its operation in April 2026. The Company operates as a single operating segment.

(2)	Basis of Presentation

These unaudited condensed interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The accounting policies applied by the Company in these unaudited condensed interim financial statements are the same as those applied by the Company in its financial statements as of and for the year ended December 31, 2024.

The unaudited condensed interim financial information does not represent complete financial statements and should be read in conjunction with the Company’s latest annual audited financial statements.

These interim results are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2025, or for any other interim period or for any other future year.

In the opinion of management, these unaudited condensed interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information.

(3)	Going Concern

Primarily due to the absence of revenue sources and a focus on fixed asset investments as a newly established entity, the Company incurred losses of $919,694 and net cash outflows used in operating activities of $721,907 for the period ended September 30, 2025. At September 30, 2025, the Company had net negative working capital of $80,820 which excludes the cash and cash equivalents of $163,569 and excluding restricted cash of $36,637. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months from the date these unaudited condensed interim financial statement were available to be issued and to support its business development objectives, the attainment of which is not assured.

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(4)	New Accounting Standards and Interpretations Not Yet Adopted

IncomeStatement (Topic 220) Reporting Comprehensive Income - Expense Disaggregation Disclosures

Income Taxes (Topic 740) - Improvementsto Income Tax Disclosures

Financial Instruments (Topic 326)- Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company does not expect the standard to have a material effect on its financial statements.

The Company has not early adopted any of the forthcoming new or amended accounting standards in preparing these condensed interim financial statements.

2.	Significant risks and uncertainties including business and credit<br>concentrations

The Company manufactures NdPR block magnets and magnets for traction motors that are used in aerospace and defense, automobile, energy plant and other various industries. The Company has been preparing for its operations by purchasing related equipment and machinery since 2021. Revenue from contracts with the customers has not occurred through September 30, 2025 (the end of the reporting period), and the Company is making efforts to secure the market end-user and run its business operations.

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

3.	Property, plant and equipment
(1)	Details<br> of property, plant and equipment as of September 30, 2025 and December 31, 2024 are as follows:
---	---
****	****		Initial Cost				Net Carrying Value
---	---	---	---	---	---	---	---	---	---	---
	Useful life (in years)		September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
(in US dollars)
Buildings		30<br> to 40	$	993,288		947,475		911,542		893,105
Machinery		10		1,185,266		1,130,599		932,794		974,567
Vehicles		5		91,265		88,552		45,200		57,046
Facility equipment and fixtures		5<br> to 10		214,083		194,053		159,366		160,162
Finance<br> lease right-of-use assets				72,870		69,509		15,801		25,708
Total			$	2,556,772		2,430,188		2,064,703		2,110,588

Total depreciation for the nine-months ended September 30, 2025 and 2024 was $156,513 and $150,563, respectively, which was recorded in selling, general, and administrative expense in each year.

(2)	As of September 30, 2025, the details of property, plant and equipment<br>pledged as collateral are as follows:
	Net Carrying Value		Pledged Amount		Creditor	Relevant Debt Amount
---	---	---	---	---	---	---	---
(in US dollars)
Collateral Provided Asset:
Buildings	$	911,542		427,899	Industrial Bank of Korea		356,583
4.	Asset Retirement Obligation
---	---

The Company has an asset retirement obligation (ARO) arising from contractual requirements associated with the retirement of its operating lease for land. This obligation requires the Company to restore the land to its original condition upon termination of the lease. The ARO liability was initially measured at fair value and is subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement cost is capitalized as part of the operating lease right-of-use asset and is amortized on a straight-line basis over the lease term. This amortization is included in the lease expense presented in the statements of operations.

The following table presents the activity for the ARO for the period ended September 30, 2025, and September 30, 2024, respectively. This balance is included in the Other non-current liabilities account on the balance sheets:

	September 30, 2025			****
(in US dollars)
Beginning balance	$	49,952	51,530
Accretion expense		4,047	3,824
Foreign currency translation adjustments		2,446	(1,082	)
Ending balance	$	56,445	54,272

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

5.	Leases

The Company has operating leases for land and office, and finance leases for certain vehicle and equipment. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the balance sheets. Finance lease assets and liabilities are included in property, plant and equipment and finance lease liabilities, respectively, on the balance sheets.

Lease agreement for an office space includes a renewal option for up to 10 years, renewable annually under the Commercial Building Lease Protection Act in Korea. Other lease agreements for land include both a purchase option at the agreed price and a renewal option for up to 50 years, renewable every 5 years under the lease contract. The lease term of the lease agreement for the office space was determined considering the renewal period of one year by the renewal option. In case of the lease agreement for land, since the Company is not reasonably certain to exercise these renewal options, the options were not considered in determining the lease term, and associated potential option payments were excluded from lease payments.

The Company’s leases generally do not include termination options for either party to the lease restrictive financial or other covenants. Payments due under the lease contracts include fixed payments and variable payments. For the Company’s land lease, variable payments are determined based on the rate of increase in land price. For the Company’s office equipment lease, variable payments include those for amount of use. For office equipment lease for which the Company has elected not to separate lease and non-lease components, maintenance services are provided by the lessor at a fixed cost and are included in the fixed lease payments for the single, combined lease component.

(1)	The components of lease expense for the periods ended September 30, 2025 and 2024 were as follows:
	September 30, 2025		September 30, 2024
---	---	---	---	---
(in US dollars)
Operating lease expense	$	33,433		26,854
Finance lease expense:
Depreciation of right-of-use assets		11,066		11,557
Interest on lease liabilities		3,809		6,125
Sub-total		14,875		17,682
Short-term lease expense		-		2,439
Variable lease expense		319		103
Total	$	48,627		47,078

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(2)	Amounts presented in the balance sheets as of September 30, 2025 and December 31, 2024 were as follows:
	September 30, 2025		****	December 31, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Operating leases:
Operating lease right-of-use assets	$	36,660			72,311
Operating lease liabilities		6,320			12,649
Current portion of operating lease liabilities		16,857			33,597
Total	$	23,177			46,246
Finance leases:
Finance lease right-of-use assets	$	72,870			69,509
Less: Accumulated depreciation		(57,069	)		(43,801	)
Finance lease right-out-use, net	$	15,801			25,708
Finance lease liabilities	$	1,765			16,093
Current portion of finance lease liabilities		19,805			16,811
Total	$	21,570			32,904
(3)	Other information related to leases as of September 30, 2025 and 2024 were as follows:
---	---
	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	27,411			28,626
Operating cash flows from finance leases		3,809			6,125
Financing cash flows from finance leases		12,828			11,250
Weighted average remaining lease term:
Operating leases		1.49 years			2.73 years
Finance leases		1.07 years			2.32 years
Weighted average discount rate:
Operating leases		9.64	%		10.07	%
Finance leases		17.75	%		17.68	%

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(4)	Maturities of lease liabilities under noncancellable leases as of September 30, 2025 are as follows:
	September 30, 2025					****
---	---	---	---	---	---	---
(in US dollars) Maturities	Operating leases		****	Finance leases		****
2026	$	18,234			22,066
2027		6,480			1,791
Total undiscounted lease payments		24,714			23,857
Less imputed interest		(1,537	)		(2,287	)
Total	$	23,177			21,570
6.	Debt
---	---
(1)	Long-Term Debt from Individuals
---	---

Details of carrying amounts of long-term debt from individuals as of September 30, 2025 and December 31, 2024 are as follows:

(in US dollars) Description	Period			September 30, 2025
Individual<br> cash loan		December<br> 2022 – January 2027 ^(*1)^	1.00	$	285,266	272,109
Individual<br> cash loan		March<br> 2023 - January 2027 ^(*1)^	1.00		101,317	98,027
Individual<br> cash loan		January<br> 2023 - January 2027 ^(*1)^	1.00		250,000	250,000
Individual<br> cash loan		January<br> 2024 - January 2027 ^(*1)^	1.00		285,266	272,109
Total				$	921,849	892,245
^(*1)^	The loan was extended to January 2027 based on the revised agreement<br>entered into on August 5, 2025.
---	---
(2)	Long-Term Debt from Bank and Government Agency
---	---

Details of carrying amounts of long-term debt from bank and government agency as of September 30, 2025 and December 31, 2024 are as follows:

(in US dollars)
Financial<br><br> Institution	Description	Period		Interest rate<br><br> (%)		Borrowing<br><br> Limit		September 30,<br><br> 2025			December 31,<br><br> 2024
Korea SMEs and Startups Agency	Working capital loans		February 2023 - February 2028		3.04	$	142,633	$	114,784			136,054
Industrial Bank of Korea	Facility loans		April 2023 - April 2033		2.61		356,582		356,582			340,136
Total principal long-term debt									471,366			476,190
Less: current portion of long-term debt									(47,497	)		(37,891	)
Total								$	423,869			438,299

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(3)	Future principal payments for long-term debt as of September 30, 2025 are as follow
(in US dollars)	September 30, 2025
---	---	---
2026	$	47,497
2027		969,345
2028		79,226
2029		59,429
2030		59,429
Thereafter		178,289
Total	$	1,393,215
7.	Income Taxes
---	---

We are subject to income taxation through primarily in Republic of Korea, and we do not expect any income tax expenses for the nine-month periods ended September 30, 2025 and 2024, including tax expenses directly recorded in equity.

8.	Uncertain Tax Positions

There were no unrecognized tax benefits as of September 30, 2025 and December 31, 2024.

9.	Stockholders’ Equity

The Company has 20 million shares of authorized common stock, par value KRW 500 per share issuable. As of September 30, 2025 and December 31, 2024, there were 22,080 shares of common stock outstanding.

Issue of common stock

In July 2021, the Company was established with the issuance of 2,000 ordinary shares at a par value of KRW5,000 each. In June 2022, the Company implemented a 1-for-10 stock split, which increased the number of issued shares from 1,000 to 10,000. Subsequently, the general meeting of shareholders approved the issue of 1,000 and 1,080 shares at a price of KRW500 per share in June and August, 2022, respectively.

Common Stock

Accumulated other comprehensiveloss

Accumulated other comprehensive loss consists of foreign currency translation adjustments and actuarial loss on defined severance benefits. In case of the actuarial loss on defined severance benefits, it is amortized into net periodic benefits cost on a straight-line basis over the expected average remaining service period of employees.

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

10.	Defined Severance Benefits
(1)	The following table sets forth the defined severance benefits obligation<br>as of September 30, 2025 and December 31, 2024:
---	---
(in US dollars)	September 30, 2025		December 31, 2024
---	---	---	---	---
Defined severance benefits	$	98,332		46,383
(2)	The following table summarizes changes in the defined severance benefits<br>obligation including benefit costs and benefits paid for the period ended September 30, 2025, and 2024:
---	---
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
Beginning balance	$	46,383			24,122
Service cost		29,606			15,540
Interest cost		1,154			645
Benefits paid		(2,496	)		-
Actuarial loss		21,070			2,227
Foreign currency translation adjustments		2,615			(87	)
Ending balance	$	98,332			42,447
Classification:
Current	$	16,879			5,248
Non-current		81,453			37,199

The Company has not contributed to plan assets at the reporting date. The Company measured defined severance benefits using the most recent mortality tables and mortality improvement scale in selecting mortality assumptions as of September 30, 2025, and 2024.

(3)	Net periodic benefit cost recognized for the period ended September<br>30, 2025 and 2024 were:
****	September 30, 2025		September 30, 2024
---	---	---	---	---
Service cost	$	29,606		15,540
Interest cost		1,154		645
Amortization of net actuarial loss		196		60
Net periodic benefit cost recognized	$	30,956		16,245
(4)	The components of net periodic benefit cost, other than the service<br>cost component, of $1,350 and $705 are included in other expense in the unaudited condensed interim statements of operations for the nine-months<br>ended September 30, 2025 and 2024, respectively.
---	---

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(5)	The following table summarizes changes in accumulated other comprehensive<br>loss for defined severance benefits for nine-months period ended September 30, 2025 and 2024:
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
Beginning balance	$	(6,989	)		(3,032	)
Actuarial loss, net of tax		(21,070	)		(2,227	)
Amortization of net actuarial loss		196			60
Ending balance	$	(27,863	)		(5,199	)
(6)	Weighted-average assumptions used to determine defined severance benefits<br>for 2025 and 2024 were as follows:
---	---
****	September 30, 2025		****	December 31, 2024		****
---	---	---	---	---	---	---
Discount rate		3.2	%		3.4	%
Rate of compensation increase		2.4	%		2.4	%
(7)	The expected maturity analysis of undiscounted defined severance benefits<br>as of September 30, 2025 and December 31, 2024 as follows:
---	---
(in US dollars)	September 30, 2025		December 31, 2024
---	---	---	---	---
Less than 1 year	$	16,752		6,245
Between 1 - 2 years		7,618		4,487
Between 2 - 5 years		26,629		14,663
Over 5 years		66,780		36,628
Total	$	117,779		62,023

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

11.	Supplemental Cash Flow Information
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Supplemental disclosure of cash flow information:
Cash receipt during the period for interest	$	1,391			1,171
Cash paid during the period for interest		(13,282	)		(9,402	)
Income taxes received(paid)		24			(160	)
Non-cash investing and financing activities:
Reclassification of non-current lease liabilities to current lease liabilities		14,993			13,397
Reclassification of withholding to short-term debt		-			295,672
Reclassification of long-term debt to short-term debt		35,356			28,865
12.	Commitments and Contingencies
---	---
(1)	Guarantees
---	---

The list of guarantees provided by third parties to corporations as of September 30, 2025 and December 31, 2024 are as follows:

	****	Guaranteed Amount				****
(in US dollars)Provider	Type	September 30, 2025		December 31, 2024		Beneficiary
Seoul Guarantee Insurance	Payment guarantee for trade payables	$	35,944		34,286	Air First Co., Ltd
Seoul Guarantee Insurance	Performance guarantee A for ARO		64,306		61,340	Korea Land and Housing Corp.
Seoul Guarantee Insurance	Performance guarantee B for ARO		1,647		1,571	Korea Land and Housing Corp
Seoul Guarantee Insurance	Payment guarantee for subsidiary refund		2,565		-	Korea Occupational Safety and Health Agency
(2)	Non-compliance with laws or regulations
---	---

In accordance with the Korean Capital Markets Act, the Company shall submit a securities report to the Financial Services Commission (FSC) when issuing securities to over 50 investors. Failure to submit a securities report may result in a fine not exceeding 3/100 of the offering price or revenue amount on the securities report (KRW 2 billion if it exceeds KRW 2 billion). Management notes such report was required but not submitted to FSC in 2022 upon issuance of new shares. Management is aware that this legal obligation arising from the past violation would impose the fine upon submission of the past-due report to FSC. Accordingly, the Company has recognized the provision of $34,660 as of September 30, 2025, which is reflected in other current liabilities on the unaudited condensed interim balance sheets.

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

13.	Related Party Transactions
(1)	The Company’s list of Related parties is as follows:
---	---
Relationship	Name of Related Party
---	---
Management	Andy Chun (CEO)
Primary owners with more than 10% of shares	Soo Hyun Huh
	Kyung Won Moon
Other parties that can significantly influence the management or operating policies	ADE METALS INC.
Management of the entity and members of their immediate families	JNS INDUSTRY INC.<br> Sun Mi Yu <br>Young Hun Kim<br> Hyuck Soo Lee<br> Annabeth Chun<br> Matthew Jiwon <br> Chun Emily<br> Yewon Chun<br> Allen Chun <br> Daren Chun<br> Elin Chun <br> Tae Hwan Yu <br> Ji Hwan Yu<br> Sin Ja Park <br> Chang Soo Chun <br> Yoo Heon Chun
(2)	Related party transactions are as follows:
---	---
Related parties	Transactions	September 30, 2025		September 30, 2024
---	---	---	---	---	---
ADE METALS INC.	Interest income	$	11,912		12,485
JNS INDUSTRY INC.	Interest income		2,382		2,497
ADE METALS INC.	Purchase of property, plant and equipment		3,934		-
JNS INDUSTRY INC.	Commission fee		849		-

In March 2022, the Company entered into a loan agreement with ADE METALS INC. for KRW 500 million. Subsequently, in April 2022, a similar loan agreement was executed with JNS INDUSTRY INC. for KRW 100 million. The Chief Executive Officer (CEO) of the Company has ownership interests in both entities: ADE METALS INC. is wholly owned by the CEO, and JNS INDUSTRY INC. is 20% owned by the CEO and 80% owned by the CEO’s immediate family. Both loan agreements carry an interest rate of 4.5%. In July 2025, the Company received full repayment of the short-term loans.

KMMI INC.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(3)	Amounts due from related parties, are as follows:
Related parties	Balances	September 30, 2025		December 31, 2024
---	---	---	---	---	---
ADE METALS INC.	Short-term loan	$	-		340,136
ADE METALS INC.	Non-trade account receivable ^(*1)^		56,491		42,438
JNS INDUSTRY INC.	Short-term loan		-		68,027
JNS INDUSTRY INC.	Non-trade account receivable ^(*1)^		11,149		8,345
JNS INDUSTRY INC.	Non-trade accounts payables		941		-
^(*1)^	Non-trade account receivable consists of interest income receivable.
---	---
14.	Subsequent Events
---	---

The Company has evaluated subsequent events from the unaudited condensed interim balance sheet date to the date at which the unaudited condensed interim financial statements were available to be issued, and no other events requiring disclosure were identified.

Exhibit 99.5

NS World Co., Ltd.

Condensed Interim Financial Statements

(Unaudited)

As of September 30, 2025 and for the nine-month Periods ended September 30, 2025 and 2024

Table of Contents

	Page
Unaudited Condensed Interim Balance Sheets	1
Unaudited Condensed Interim Statements of Operations	3
Unaudited Condensed Interim Statements of Comprehensive Loss	4
Unaudited Condensed Interim Statements of Changes in Stockholders’ Deficit	5
Unaudited Condensed Interim Statements of Cash Flows	6
Notes to the Unaudited Condensed Interim Financial Statements	8

NS World Co., Ltd.

Unaudited Condensed Interim Balance Sheets

(in US dollars)

	Notes	September 30,<br> 2025 <br> (Unaudited)
Assets:
Cash and cash equivalents		$	212,647	359,394
Current held-to-maturity investments			-	28,571
Trade accounts receivable, net	2, 3		1,157,724	716,998
Trade accounts receivable (related parties)	18		659,216	674,774
Non-trade accounts receivable	4		145,664	1,058,424
Non-trade accounts receivable (related parties)	4, 18		946,190	1,577,693
Inventories, net	5		871,417	981,603
Prepaids and other current assets			32,569	34,364
Total current assets			4,025,427	5,431,821
Property, plant and equipment, net	7		1,389,078	1,347,492
Operating lease right-of-use assets	8		-	4,616
Other non-current assets			52,104	60,320
Total non-current assets			1,441,182	1,412,428
Total assets		$	5,466,609	6,844,249

See accompanying notes to the unaudited condensed interim financial statements.

NS World Co., Ltd.

Unaudited Condensed Interim Balance Sheets, Continued

(in US dollars)

	Notes	September 30,<br> 2025 <br> (Unaudited)
Liabilities and Stockholders’ Deficit
Liabilities:
Trade accounts payable		$	167,870		155,660
Trade accounts payable (related parties)	18		920,951		640,450
Non-trade accounts payables			112,498		994,381
Non-trade accounts payables (related parties)	18		1,519,718		2,149,361
Accrued expenses			40,446		77,223
Short-term debt	9		138,000		223,298
Short-term debt (related parties)	9, 18		2,180,094		2,079,543
Current portion of long-term debt	9		154,385		198,455
Current portion of long-term debt (related parties)	9, 18		13,950		9,361
Redeemable convertible preferred stock (related parties)	6, 13, 18		-		1,007,641
Current portion of finance lease liabilities	8		37,256		30,598
Current portion of operating lease liabilities	8		-		4,616
Current portion of defined severance benefits	15		610,466		498,968
Other current liabilities			212,000		134,796
Total current liabilities			6,107,634		8,204,351
Long-term debt	9		65,261		158,537
Long-term debt (related parties)	9, 18		214,663		215,728
Other non-current liabilities			27,666		-
Finance lease liabilities (non-current)	8		55,218		56,506
Defined severance benefits (non-current)	15		347,927		290,357
Total non-current liabilities			710,735		721,128
Total liabilities			6,818,369		8,925,479
Stockholders’ deficit:
Common stock, par value of KRW5,000, authorized 1,006,220 shares; issued and outstanding 289,055 shares as of September 30, 2025, and 251,555 shares as of December 31, 2024	14		1,263,707		1,130,991
Additional paid-in capital			927,237		-
Accumulated deficit			(2,961,812	)	(2,695,335	)
Accumulated other comprehensive loss			(580,892	)	(516,886	)
Total deficit			(1,351,760	)	(2,081,230	)
Total liabilities and stockholders’ deficit		$	5,466,609		6,844,249

See accompanying notes to the unaudited condensed interim financial statements.

NS World Co., Ltd.

Unaudited Condensed Interim Statements of Operations

(in US dollars)

		Nine-month periods ended<br> September 30
	Notes	2025			2024
Net revenues	1, 2	$	4,617,523			4,338,693
Net revenues (related parties)	18		301,298			385,602
Total revenues			4,918,821			4,724,295
Cost of sales			(4,007,450	)		(3,892,089	)
Other operating income	12		41,139			98,954
Other operating income (related parties)	12, 18		12,386			9,979
Selling, general, and administrative expenses	1		(1,175,357	)		(1,003,576	)
Operating loss			(210,461	)		(62,437	)
Other income (non-operating)			34,841			5,744
Other expense			(48,937	)		(47,814	)
Interest income			6,483			5,699
Interest expense			(67,789	)		(47,047	)
Interest expense (related parties)	18		(70,995	)		(49,146	)
Gain on foreign currency	1		306,348			48,174
Loss on foreign currency	1		(204,037	)		(24,700	)
Loss on valuation of redeemable convertible preferred stock	6		(11,930	)		(275,199	)
Loss before tax			(266,477	)		(446,726	)
Income tax expense	10		-			-
Net loss for the period		$	(266,477	)		(446,726	)

See accompanying notes to the unaudited condensed interim financial statements.

NS World Co., Ltd.

Unaudited Condensed Interim Statements of Comprehensive Loss

(in US dollars)

		Nine-month periods ended<br> September 30
	Notes	2025			2024
Loss for the period		$	(266,477	)		(446,726	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax			(94,412	)		31,302
Actuarial gain (loss) on defined benefits, net of tax	15		30,406			(8,337	)
Total other comprehensive income (loss)			(64,006	)		22,965
Total comprehensive loss		$	(330,483	)		(423,761	)

See accompanying notes to the unaudited condensed interim financial statements.

NS World Co., Ltd.

Unaudited Condensed Interim Statements of Changes in Stockholders’ Deficit

(in US dollars)

	Common<br><br> stock
Balances at January 1, 2024	$	1,130,991	-	(676,352	)	(2,323,309	)	(1,868,670	)
Loss for the period		-	-	-		(446,726	)	(446,726	)
Foreign currency translation adjustments, net of tax		-	-	31,302		-		31,302
Actuarial loss on defined severance benefits, net of tax		-	-	(8,337	)	-		(8,337	)
			-
Balances at September 30, 2024<br> (Unaudited)	$	1,130,991	-	(653,387	)	(2,770,035	)	(2,292,431	)
Balances at January 1, 2025	$	1,130,991	-	(516,886	)	(2,695,335	)	(2,081,230	)
Loss for the period		-	-	-		(266,477	)	(266,477	)
Foreign currency translation adjustments, net of tax		-	-	(94,412	)	-		(94,412	)
Actuarial gain on defined severance benefits, net of tax		-	-	30,406		-		30,406
Changes in redeemable convertible preferred shares		132,716	927,237	-		-		1,059,953
Balances at September 30, 2025(Unaudited)	$	1,263,707	927,237	(580,892	)	(2,961,812	)	(1,351,760	)

See accompanying notes to the unaudited condensed interim financial statements.

NS World Co., Ltd.

Unaudited Condensed Interim Statements of Cash Flows

(in US dollars)

	Nine-month period <br><br>ended September 30, <br> 2025
Cash flows from operating activities
Loss for the period	$	(266,477	)	(446,726	)
Adjustments to reconcile loss for the period to net cash provided by (used in) operating activities:
Inventory write-down adjustment		53,646		(53,265	)
Depreciation and amortization		144,932		144,451
Interest expenses		138,784		96,193
Pension benefits provision		135,502		114,652
Interest income		(6,483	)	(5,699	)
Gains on foreign exchange translation		(203,230	)	(35,548	)
Loss on foreign exchange translation		130,618		118
Loss on valuation of redeemable convertible preferred stock		11,930		275,199
Non-cash others		(83,068	)	(63,268	)
Change in operating assets and liabilities:
Trade accounts receivable, net		(482,062	)	1,298
Non-trade accounts receivable, net		1,733,581		(990,540	)
Inventories		102,821		362,482
Other assets		3,533		(11,984	)
Trade accounts payable		452,574		(12,067	)
Non-trade accounts payables		(1,677,398	)	906,011
Other payables		(3,248	)	(40,292	)
Other liabilities		18,611		(30,837	)
Net cash provided by operating activities		204,566		210,178
Cash flows from investing activities
Increase in leasehold deposits		(212	)	-
Acquisitions of property, plant and equipment		(86,948	)	(121,759	)
Decrease of short-term financial instruments		29,728		26,355
Increase in loan receivables		(75,029	)	(65,489	)
Other investing activities		50,060		48,288
Net cash used in investing activities		(82,401	)	(112,605	)
Cash flows from financing activities
Proceeds from short-term debt		875,554		1,084,351
Repayment from short-term debt		(964,306	)	(1,069,455	)
Repayment from current portion of long-term debt		(153,448	)	(145,788	)
Repayment from current portion of long-term debt(related parties)		(7,305	)	(19,958	)
Repayment of finance lease liabilities		(31,737	)	(30,931	)
Net cash used in financing activities	$	(281,242	)	(181,781	)

NS World Co., Ltd.

Unaudited Condensed Interim Statements of Cash Flows, Continued

(In US dollars)

****	Nine-month period ended September 30, 2025		****		****
Effect<br> of exchange rate changes on cash and cash equivalents		12,330		(11,342	)
Net<br> decrease in cash and cash equivalents		(159,077	)	(84,208	)
Cash<br> and cash equivalents as of beginning of year		359,394		402,731
Cash<br> and cash equivalents as of end of period	$	212,647		307,181

See accompanying notes to the unaudited condensed interim financial statements.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements

1.	Summary of Significant Accounting Policies
(1)	Description of Business
---	---

NS World Co., Ltd. (the Company) was incorporated in 2013, and the Company’s registered office is at 99, Naechuoksu-gil, Bugi-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea. The Company specializes in the manufacture and sale of magnetic components for automobiles and electronic appliances.

(2)	Basis of Presentation

These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025, or for any other interim period or for any other future year.

(3)	Going Concern

The Company incurred a net loss of $266,477 for the nine-month period ended September 30, 2025, because of a recent operating loss related to its business operations. As of September 30, 2025, the Company had net negative working capital of $2,082,207 which excludes the cash and cash equivalents of $212,647. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

The unaudited condensed interim financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(4)	New Accounting Standards and Interpretations Not Yet Adopted

Income Statement (Topic 220) Reporting ComprehensiveIncome - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, which becomes effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The standard requires to disclose disaggregated information about certain income statement expense line items. The Company does not expect the standard to have a material effect on its unaudited condensed interim financial statements and has begun evaluating disclosure presentation alternatives.

Debt—Debt with Conversion and Other Options (Subtopic470-20)

In November 2024, the FASB issued ASU 2024-04, which becomes effective for annual reporting periods beginning after December 15, 2025, and interim periods within annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in Update 2020-06. The amendments clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company doesn’t expect the impact of the amendments on its unaudited condensed interim financial statements.

Income Taxes (Topic 740) - Improvements to Income TaxDisclosures

Financial Instruments (Topic 326) -Measurement of Credit Losses for Accounts Receivable and Contract Assets

The Company has not early adopted any of the forthcoming new or amended accounting standards in preparing these unaudited condensed interim financial statements.

2.	Significant Risks and Uncertainties Including Business and Credit Concentrations

The Company manufactures components for automotive and home appliance magnets. The Company’s main products are Plastic magnets, rubber magnets.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

The Company’s operating segment is a single segment and compose of components for automotive and home appliance magnets manufacturing segment, and as of the end of the reporting period, assets and liabilities of the segment is the same as the unaudited condensed interim financial statements. In addition, the Company has applied the amendments in the ASU No, 2023-07, Improvements to Reportable Segment Disclosures, to report segment information in accordance with Topic 280, Segment Reporting.

The Company adopted this guidance in ASU 2023-07, and there is no significant impact on the disclosure of the unaudited condensed interim financial statements. The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.

The following table disaggregates revenue by category for the nine-month periods ended September 30, 2025 and 2024, respectively.

	Nine-month periods ended <br> September 30
	2025		2024
(in US dollars)
Revenue by category
Finished goods	$	4,167,668		3,152,922
Sales from trading		713,546		1,513,484
Toll manufacturing service		37,607		57,889

Domestic sales are approximately $ 4,584,300 (or 93% of total net revenue) and export sales are approximately $ 334,521 (or 7% of total net revenue) for the nine-month period ended September 30, 2025.

Domestic sales are approximately $ 4,335,701 (or 92% of total net revenue) and export sales are approximately $ 388,593 (or 8% of total net revenue) for the nine-month period ended September 30, 2024.

The major export countries were China($ 298,007 or 89%) and Vietnam($ 18,811 or 6%) for the nine-month period ended September 30, 2025.

Sales to a small number of major customers account for the majority of the Company’s total net revenue. If orders from existing major customers decrease, there is a possibility of a loss of sales, which may adversely affect business results.

For the nine-month period ended September 30, 2025, the customers accounting for 10% or more of total revenue are Customer A and Customer B, with revenues of $ 2,227,929(or 45% of total net revenue) and $ 983,150 (or 20% of total net revenue), respectively. For the nine -month period ended September 30, 2024, the customers accounting for 10% or more of total revenue are Customer A and Customer B, with revenues of $ 1,729,845(or 37% of total net revenue) and $ 1,014,424 (or 21% of total net revenue), respectively.

The following table disaggregates trade accounts receivable by major customers.

	September 30, <br> 2025
(in US dollars)
Customer A	$	532,201(29	)%	190,048(14	)%
Customer B		659,216(36	)%	620,307(45	)%
Total	$	1,191,417(65	)%	810,355(59	)%

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

3.	Trade<br>Accounts Receivable, Net
(1)	Allowance for credit losses as of September 30, 2025 and December 31, 2024 are as follows:
---	---
	September 30,<br> 2025			December 31, <br> 2024
---	---	---	---	---	---	---
(in US dollars)
Allowance for credit losses (ACL)	$	(11,018	)		(10,297	)
(2)	The following is a summary of the changes in the ACL as of September 30, 2025 and December 31, 2024, respectively.
---	---
	September 30,<br> 2025			December 31,<br> 2024
---	---	---	---	---	---	---
	Trade<br><br> Receivables			Trade<br><br> Receivables
(in US dollars)
Beginning	$	(10,297	)		(63,028	)
Recoveries		-			48,485
Provision for credit losses		(222	)		-
Others		(499	)		4,246
Ending	$	(11,018	)		(10,297	)
4.	Non-trade account receivable
---	---

The Company disaggregates the non-trade account receivable by type of financing receivable when assessing and monitoring risk and performance of the entire portfolio.

Short-term loan receivables are unsecured and generally have terms of one year, requiring payments of principal and interest at maturity. Other receivables generally represent receivables from repurchase/resale transaction and are unsecured, and they generally have terms of less than one year, requiring payments of principal at maturity.

The amortized cost basis of non-trade account receivable, net as of September 30, 2025 and December 31, 2024, respectively, are as follows:

	September 30, <br> 2025
(in US dollars)
Non-trade account receivable, net:
Short-term loan receivable	$	148,865	76,013
Other receivables		942,989	2,560,104
Total	$	1,091,854	2,636,117

As of September 30, 2025, an allowance for credit losses of USD 336 was recorded in relation to non-trade account receivable (December 31, 2024: nil).

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

5.	Inventories, net

Details of Inventories as of September 30, 2025 and December 31, 2024 are as follows:

	September 30,<br> 2025
(in US dollars)
Raw materials	$	156,344		150,252
Sub-materials		123,383		160,528
Work in process		95,596		345,690
Finished goods		615,502		356,757
Merchandise		21,465		51,193
Sub-total		1,012,290		1,064,420
Write-down of finished goods		(140,873	)	(82,817	)
Total	$	871,417		981,603

As of September 30, 2025 and December 31, 2024, the balance of the inventory provision were $140,873 and $82,817, respectively. There were provision of $53,646 and (-)$53,265 incurred for the nine-month periods ended September 30, 2025 and 2024, respectively. The disclosed amounts represent the net effect of provisions recognized and amounts utilized (deductions arising from inventory sales) during the period.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

6.	Fair Value Measurements
(1)	Fair value represents the price that would be received to sell an asset or paid to transfer a liability<br>in an orderly transaction between market participants at the measurement date. Fair value measurements are reported in one of three levels<br>reflecting the significant inputs used to determine fair value.
---	---

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

(2)	The following summarizes our financial liabilities that are measured at fair value :
	Classification	Measurement <br> Level	September 30,<br> 2025		December 31,<br> 2024
---	---	---	---	---	---	---
(in US dollars)
Redeemable convertible preferred stock	Financial liabilities	Level 3	$	-		1,007,641

The Company estimated the fair value of redeemable convertible preferred stock using the Tsiveriotis-Fernandes model with strip and bootstrapping method. The fair value is estimated using Level 3 inputs based on stock price volatility of similar listed companies.

The change in fair value of the redeemable convertible preferred stock resulted a loss of $11,930 and $275,199 for the nine-month periods ended September 30, 2025, and 2024, respectively, which was recognized in the statements of operations within loss on valuation of redeemable convertible preferred stock. Redeemable convertible shares were converted to common shares during the nine-month period ended September 30, 2025.

(3)	The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable,<br>commercial paper notes which are included in the account receivable, accounts payable and accrued expenses, approximate fair value due<br>to their short maturities.

Our short-term and long-term debt are recorded at amortized cost. The carrying amount of the long-term debt approximates its fair value as of September 30, 2025, and December 31, 2024, due primarily to the interest rates approximating market interest rates.

(4)	Quantitative information as of December 31, 2024 for the significant unobservable inputs of redeemable<br>convertible preferred stock used to value the Company’s Level 3 liabilities measured at fair value:
	Unobservable Inputs	Assumptions	Factors
---	---	---	---	---	---
December 31, 2024	Volatility	Mean of the annual volatility of proxy companies		45.8	%
	Risk neutrality probability, max	Dynamic hedge for each node		48.8	%

As of September 30, 2025, there were no liabilities required to be measured at fair value, as the redeemable convertible preferred stock, which matured in May 2025, was automatically converted into common stock upon maturity.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(5)	For the fair value of the redeemable convertible preferred stock, reasonably possible changes at the reporting<br>date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects in the statement of<br>profit or loss.
	September 30, 2025 (*)				December 31, 2024
---	---	---	---	---	---	---	---	---	---
	Increase		Decrease		Increase			Decrease
(in US dollars)
Volatility of underlying stock price (+/-10%p)	$	-		-		(21,095	)		21,060
Underlying stock price (+/- 5%p)		-		-		(31,312	)		31,312
(*)	The redeemable convertible preferred stock, which matured<br>in May 2025, was automatically converted into common stock upon maturity.
---	---
7.	Property, plant and equipment
---	---
(1)	Details of Property, plant and equipment as of September 30, 2025 and December 31, 2024 are as follows:
---	---
	Useful	Initial Cost				Carrying Amount
---	---	---	---	---	---	---	---	---	---
	Lives<br> (in years)	September 30, <br> 2025		December 31, <br> 2024		September 30,<br> 2025		December 31, <br> 2024
(in US dollars)
Land	-	$	681,779		650,333		681,779		650,333
Buildings, structures and related equipment	40		558,339		502,995		207,472		213,680
Machinery and equipment	6 – 10		949,763		1,001,196		186,405		228,682
Vehicles	5		94,984		49,046		54,883		19,436
Furniture and fixtures	5		40,385		38,522		3		3
Construction in progress			39,160		37,354		39,160		37,354
Tools and office equipment	5		875,314		805,010		123,240		120,073
Finance leases	5		196,477		148,753		96,136		77,931
Total		$	3,436,201		3,233,209		1,389,078		1,347,492

Total depreciation for the September 30, 2025, and 2024 was $144,932 and $144,451, respectively.

(2)	As of September 30, 2025, the details of Property, plant and equipment<br>pledged as collateral are as follows:
Collateral Provided Asset	Net <br> Carrying <br> Value		Pledged <br> Amount		Creditor	Relevant <br> Debt <br> Amount
---	---	---	---	---	---	---	---
Land and buildings	$	824,481		987,933	Industrial Bank of Korea		773,470
Machinery and equipment		57,058

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

8.	Leases

The Company has operating leases for certain office space and finance leases for certain transportation equipment. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the balance sheets. Finance lease assets and liabilities are included in property, plant and equipment and finance lease liabilities, respectively, on the balance sheets.

The office space lease agreements include renewal options. Because the Company is not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments.

(1)	The components of lease expense as of September 30, 2025, and 2024, were as follows:
	Nine-month period ended <br> September 30
---	---	---	---	---
	2025		2024
(in US dollars)
Operating lease expense	$	-		4,657
Finance lease expense:
Amortization of right-of-use assets		25,898		24,245
Interest on lease liabilities		6,815		8,650
Sub-total		32,713		32,895
Short-term lease expense		567		592
Total	$	33,280		38,144
(2)	Amounts reported in the balance sheets as of September 30, 2025, and December 31, 2024, were as follows:
---	---
	September 30, <br> 2025			December 31,<br> 2024
---	---	---	---	---	---	---
(in US dollars)
Operating Leases:
Operating lease right-of-use assets	$	-			4,616
Current portion of long-term and short-term operating lease liabilities		-			4,616
Finance Leases:
Finance lease right-of-use assets	$	196,477			148,753
Less: Accumulated amortization assets		(100,341	)		(70,822	)
Total	$	96,136			77,931
Long-term finance lease liabilities	$	55,218			56,506
Current portion of long-term finance lease liabilities		37,256			30,598
Total	$	92,474			87,104

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(3)	Other information related to leases as of September 30, 2025, and 2024, were as follows:
	Nine-month period ended <br> September 30
---	---	---	---	---	---	---
	2025			2024
(in US dollars)
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operations for operating leases	$	-			4,657
Cash used in operations for finance leases		31,737			30,931
	$	31,737			35,588
Weighted average remaining lease term:
Operating leases		-			0.08 years
Finance leases		2.63 years			2.71 years
Weighted average discount rate
Operating leases		-			10.49	%
Finance leases		9.77	%		10.03	%
(4)	Maturities of lease liabilities under noncancellable leases as of September 30, 2025, are as follows:
---	---
	September 30, <br> 2025
---	---	---	---	---	---
	Operating<br><br> leases		Finance<br><br> leases
(in US dollars)
Less than 1 year	$	-		46,350
Between 1 - 2 years		-		41,156
Between 2 - 5 years		-		17,543
Sub-total		-		105,049
Less imputed interest		-		(12,575	)
Total	$	-		92,474

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

9.	Debt
(1)	Short-Term debt
---	---

Details of carrying amounts of short-term debt and short-term debt (related party) as of September 30, 2025 and December 31, 2024 are as follows:

(in US dollars)<br><br>Maturity Date	Interest <br> Rate (%)	Borrowing <br> Limit		September 30,<br> 2025
November 2025(*)	4.99	$	313,793	$	142,633	136,054
November 2025 – June 2026(*)	4.88 – 5.89		627,585		593,352	565,988
April 2026(*)	4.99		142,633		142,633	136,054
November 2025(*)	5.44		114,998		114,962	109,660
May 2026(*)	6.17		356,583		330,909	315,646
May 2026(*)	4.61 – 5.08		142,633		142,633	136,054
August 2026()(*)	5.80		356,583		356,583	340,136
August 2026()(*)	4.52		356,583		356,389	339,951
June 2026	4.60		300,000		138,000	138,000
-	-		285,266		-	85,298
Total				$	2,318,094	2,302,841
(*)	The debt was borrowed from Industrial Bank of Korea, the primary<br>owner of the Company.
---	---
(**)	The debt was extended to August 2026 based on the revised<br>agreement entered into on August 22, 2025.
(2)	Long-Term Debt
---	---

Details of carrying amounts of long-term debt as of September 30, 2025 and December 31, 2024 are as follows:

(in US dollars)<br><br>Description	Maturity Date	Interest<br> Rate (%)	Borrowing<br> Limit		September 30, <br> 2025
Working capital loans	March 2027	4.43	$	128,370	$	128,370		122,449
Facility loans	September 2031	1.50		68,749		58,879		63,183
Facility loans	March 2031	1.50		41,364		41,364		39,456
Working capital loans	March 2026 - February 2027	3.20 – 3.24		570,532		160,382		288,966
Working capital loans	March 2028	3.13		71,317		59,264		68,027
Sub-total						448,259		582,081
Less: current portion of long-term debt						(168,335	)	(207,816	)
Long-term portion of long-term debt					$	279,924		374,265

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

Future principal payments for long-term debt as of September 30, 2025 are as follows:

	Long-term<br><br> debt
(in US dollars)
Less than 1 year	$	168,335
Between 1 - 2 years		199,864
Between 2 - 5 years		66,110
Over 5 years		13,950
Total	$	448,259

10.	Income Taxes

The Company is subject to income taxation through primarily in South Korea, and we do not expect any income tax expenses (benefits) for the nine-month period ended September 30, 2025, including tax expenses directly recorded in equity.

11.	Uncertain<br>Tax Positions

There are no unrecognized tax benefits as of September 30, 2025 and 2024.

12.	Other Operating Income

Other operating income for the nine-month periods ended September 30, 2025 and 2024 are as follows:

	Nine-month periods ended <br> September 30
	2025		2024
(in US dollars)
Government grant income		15,926		71,567
Brokerage revenue		4,548		-
Rental income (*)		12,996		13,571
Gain on Disposal of Tangible Assets		20,055		23,040
Other operating income		-		755
Total	$	53,525		108,933
(*)	The Company has sub-leased a warehouse that has been classified<br>as operating lease.
---	---

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

13.	Redeemable convertible preferred<br>stock

In May 2015, the Company issued 37,500 shares of redeemable convertible preferred stock with a 10-year maturity.

The details of the Company’s redeemable convertible preferred stock are as follows:

Category	Details
Issuance Date	May 22, 2015
Outstanding shares	37,500 shares
Par Value	KRW5,000 (equivalent to $ 3.7)
Issuance Amount	KRW750,000,000 (equivalent to $ 552,934)
Conversion Price	KRW20,000 (equivalent to $ 14.7)
Conversion Period	From the day following the issuance date until 10 years later (Subsequently automatically converted to common stock)
Conversion Ratio	1 preferred share to 1 common share (certain adjustments may<br> apply based on the IPO offering price)
Redemption Guaranteed Yield	Annual 5.8%
Redemption Claimable Period	After 42 months from the issuance date, until the conversion
Dividends	participating cumulative, annual 1%

The conversion ratio of the redeemable convertible preferred stock is subject to adjustment upon the occurrence of certain events specified in the 2015 agreement such as IPOs, stock dividend, etc., and the additional issuance, by refixing at 70 percent of the initial convertible price as a minimum level. Therefore, the Company classified the redeemable convertible preferred stock as a liability in accordance with ASC 480.

The Company evaluates the conversion option of hybrid financial instruments to determine whether certain elements of the option meet the criteria for embedded derivative instruments. The redeemable convertible preferred stock issued by the Company does not meet the definition of embedded derivatives, so the Company has not separated or presented the conversion.

In May 2025, the redeemable convertible preferred stock reached the end of its contractual term and was automatically converted into common stock in accordance with the terms of Preferred Stock Subscription Agreement. As a result of the automatic conversion of 37,500 redeemable convertible preferred shares issued in May 2015 (conversion ratio: 1 preferred share to 1 common share, conversion price: KRW 20,000), the total number of issued and outstanding common shares increased to 289,055 as of the conversion date.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

14.	Stockholders’ Deficit

As of September 30, 2025, the Company has 1,043,720 authorized shares, of which 289,055 shares of common stock were issued and outstanding, with a par value KRW 5,000 per share. As of December 31, 2024, the Company had the same 1,043,720 authorized shares, of which 251,555 were common stock and 37,500 were redeemable convertible preferred stock, all issued and outstanding. The redeemable convertible preferred stock was converted into common stock during the current year.

Common Stock

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no pre-emptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company.

Accumulated other comprehensive income(loss)

15.	Defined<br>Severance Benefits
(1)	The following table sets forth the plan’s benefit obligations,<br>fair value of plan assets, and funded status on September 30, 2025, and December 31, 2024.
---	---
	September 30,<br> 2025			December 31,<br> 2024
---	---	---	---	---	---	---
(in US dollars)
Benefit obligations	$	1,202,830			1,004,416
Fair value of plan assets		(244,437	)		(215,091	)
Unfunded balance	$	958,393			789,325
(2)	The following table summarizes changes in the defined severance benefits<br>during the nine-month period ended September 30, 2025, and the year ended December 31, 2024:
---	---
	Benefit obligations
---	---	---	---	---	---	---
	September 30,<br> 2025 (*)			December 31,<br> 2024
(in US dollars)
Beginning balance	$	1,004,416			878,506
Service cost		135,502			157,547
Interest cost		16,166			20,840
Actuarial loss		19,666			154,893
Other Gain/Loss		49,690			(81,263	)
Benefits paid		(22,610	)		(126,107	)
Ending balance	$	1,202,830			1,004,416
Classification:
Current	$	610,466			498,968
Non-current		592,364			505,448

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

The following table summarizes changes in the plan assets during September 30, 2025, and December 31, 2024:

	Plan assets
	September 30,<br> 2025		December 31,<br> 2024
(in US dollars)
Beginning balance	$	215,090		237,239
Employer contribution		7,078		8,798
Interest income		5,815		6,666
Actuarial gain(loss)		5,912		(6,658	)
Others		10,542		(30,954	)
Ending balance	$	244,437		215,091
(3)	Net periodic benefit cost recognized and other changes in plan assets and benefit obligations recognized<br>in other comprehensive income (loss).
---	---
	Nine-month periods ended <br> September 30
---	---	---	---	---
	2025		2024
(in US dollars)
Service cost	$	135,502		114,652
Interest cost		10,351		10,718
Amortization of net actuarial loss		44,161		43,153
Net periodic benefit cost recognized	$	190,014		168,523

The components of net periodic benefit cost, other than the service cost component, of $54,512 and $53,871 are included in other income, net in the statements of income for the nine-month periods ended September 30, 2025 and 2024, respectively.

(4)	The following table summarizes changes in accumulated other comprehensive income(loss) for pension benefits<br>during September 30, 2025 and 2024:
	September 30,<br> 2025			September 30,<br> 2024
---	---	---	---	---	---	---
(in US dollars)
Beginning balance	$	(780,836	)		(665,595	)
Net actuarial gain(loss), net of tax		(13,754	)		(51,490	)
Amortization of net actuarial loss		44,161			43,153
Ending balance	$	(750,429	)		(673,932	)
(5)	Weighted-average assumptions used to determine benefit obligations for<br>September 30, 2025 and December 31, 2024 were as follows:
---	---
	September 30,<br> 2025			December 31,<br> 2024
---	---	---	---	---	---	---
(in %)
Discount rate		2.9	%		3.2	%
Rate of compensation increase		2.4	%		2.4	%

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(6)	The expected maturity analysis of the Company’s undiscounted benefit<br>obligation based on the same assumptions used to measure the Company’s benefit obligation as of September 30, 2025 and December<br>31, 2024 are as follows:
	September 30<br> 2025		December 31,<br> 2024
---	---	---	---	---
(in US dollars)
Less than 1 year	$	854,903		714,059
Between 1 - 2 years		25,085		20,675
Between 2 - 5 years		79,701		65,874
Over 5 years		357,943		311,833
Total	$	1,317,632		1,112,441
16.	Supplemental Cash Flow Information
---	---
	September 30,<br> 2025			September 30,<br> 2024
---	---	---	---	---	---	---
(in US dollars)
Supplemental disclosure of cash flow information:
Cash receipt during the period for interest	$	668			658
Cash paid during the period for interest		(108,295	)		(72,027	)
Income taxes received(paid)		(102	)		25
Non-cash investing and financing activities:
Reclassification between long-term and current liabilities	$	111,595			37,425
Conversion of the redeemable convertible preferred stock to common stock		1,060,375			-

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

17.	Commitments and Contingencies
(1)	Guarantees and Warranties
---	---
1)	The list of payment guarantees provided by third parties to the affiliates as of September 30, 2025 is<br>as follows:
---	---
(in US dollars)<br><br>Provider	Type	Guaranteed Amount		Beneficiary
---	---	---	---	---
K-SURE (Korea Trade Insurance Corporation)	Trade Bill Loan	$	91,998	Industrial Bank of Korea
KODIT (Korea Credit Guarantee Fund)	Operating Funds Loan		1,183,640	Industrial Bank of Korea
SGI (Seoul Guarantee Insurance)	Government Grant		11,261	Korea Occupational Safety & Health Agency
2)	The main commitments of short-term and long-term debt with financial institutions as of September 30,<br>2025 are as follows:
---	---
(in US dollars)<br><br>Financial Institution	Type	Credit Line		Used Amount
---	---	---	---	---	---
Industrial Bank of Korea	Operating Funds Loan	$	2,649,872		2,408,706
KOSME (Korea SMEs and Startups Agency)	Operating Funds Loan		641,849		219,648
Woori Bank	Operating Funds Loan		570,532		-
Total		$	3,862,253		2,628,354

As of September 30, 2025, land, buildings, machinery, and equipment have been provided as collateral (with a secured amount of $987,933) for long-term debt (refer to Note 7,9). The Company also established pledge fire insurance claims (with a pledge amount of $758,487).

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

18.	Related Party Transactions
(1)	The Company’s list of related parties is as follows:
---	---
Relationship	Name of Related Party
---	---
Primary owners with more than 10% of shares	Kim Kangyong (CEO)
	Kang Sunhee
	Lee Chang Bae
	Industrial Bank of Korea
Other parties with which the entity may deal if one party controls or can significantly influence the management	N&P Co., Ltd
	KCM INDUSTRY Co., Ltd.
	TIANJIN TNTT CO LTD
	Hi-Q MAG Co., Ltd.
(2)	Transactions between the Company and its major shareholders or other related parties, involving sales<br>of products and services, expenses for raw materials, and other ordinary course business expenses, are included in the unaudited condensed<br>interim financial statements.
---	---
	Nine-month period ended <br> September 30
---	---	---	---	---
	2025		2024
(in US dollars)
Net sales	$	301,298		385,602
Other operating income		12,386		9,979
Interest income		5,362		636
Purchase of raw materials, merchandise		1,160,901		306,246
Subcontracting Costs		733,156		151,501
Other expenses (*)		73,090		53,803
(*)	Primarily consists of interest expense ($ 70,995 in 2025 and<br>$ 49,146 in 2024).
---	---
(3)	Amounts due from or to its officers, employees, and significant shareholders are as follows:
---	---
	September 30,<br> 2025		December 31,<br> 2024
---	---	---	---	---
(in US dollars)
Cash and cash equivalents (*)	$	211,302		310,238
Trade accounts receivable		659,216		674,774
Non-trade accounts receivable (**)		809,854		1,577,693
Trade accounts payable		920,951		640,450
Non-trade accounts payables (***)		1,519,718		2,149,361
(*)	Checking accounts.
---	---
(**)	Excludes short-term loan of $136,335 and $62,020 as of September<br>30, 2025, and December 31, 2024, respectively. Most of the amounts were generated from repurchase/resale transactions.
(***)	Most of the amounts were generated from repurchase/resale<br>transactions.

NS World Co., Ltd.

Notes to the Unaudited Condensed Interim Financial Statements, Continued

(4)	Related party transactions between the Company, its officers, employees, and significant shareholders<br>comprise loan, debt and redeemable convertible preferred stock. Amounts due from or to its officers, employees, and significant shareholders<br>are as follows:
	September 30, 2025									December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Short-term<br> loan			Short-term<br> debt			Long-term<br> debt			Short-term <br> loan			Short-term <br> debt			Long-term <br> debt
(in US dollars)
Beginning	$	62,020			2,088,903			215,728			34,568			2,538,334			119,746
Increase		106,173			-			-			64,955			-			131,967
Decrease		(35,391	)		(7,305	)		-			(30,792	)		(160,941	)		-
Reclassifi-cation		-			11,410			(11,410	)		-			12,669			(12,669	)
Others		3,533			101,036			10,345			(6,711	)		(301,158	)		(23,316	)
Ending	$	136,335			2,194,044			214,663			62,020			2,088,904			215,728
(5)	The Company provides a guarantee for borrowing to entities under<br>common control and related parties (individuals).
---	---
	September 30, <br> 2025
---	---	---
(in US dollars)
Guarantee to entities under common control	$	406,504
Guarantee to related parties (individuals)		168,879
Total	$	575,383
(6)	The Company received a guarantee for borrowings from related<br>parties (individuals).
---	---
	September 30, <br> 2025
---	---	---
(in US dollars)
Guarantee to related parties (individuals)	$	181,985
19.	Subsequent Events
---	---

The Company has evaluated subsequent events from the balance sheet date to the date at which the unaudited condensed interim financial statements were available to be issued, and except as disclosed below, no other events requiring disclosure were identified.

(1)

On April 9, 2025, the CEO entered into a sales agreement with a third party for real estate registered under the CEO’s name, which had been pledged as collateral for the Company’s loan from Industrial Bank of Korea. As of the reporting date, the ownership transfer has not been completed, and the payment is expected to be received around December 2025. This transaction occurred after the reporting period and is currently under evaluation due to its potential impact on the pledged collateral.

(2)

Both short-term debt arrangements originally maturing on August 22, 2025, have been extended to mature on August 21, 2026. (See Note 9)

---

Exhibit 99.6

Handa Lab Co., Ltd. and Subsidiary

Condensed Consolidated Interim Financial Statements

(Unaudited)

As of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024

Table of Contents

	Page
Unaudited Condensed Consolidated Balance Sheets	1
Unaudited Condensed Consolidated Interim Statements of Operations	3
Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss	4
Unaudited Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity	5
Unaudited Condensed Consolidated Interim Statements of Cash Flows	6
Notes to the Unaudited Condensed Consolidated Interim Financial Statements	7

Handa Lab Co., Ltd. and Subsidiary

Unaudited Condensed Consolidated Balance Sheets

(in US dollars)

****	Notes	September 30, 2025
		(Unaudited)
Assets:
Cash and cash equivalents		$	641,095	553,907
Trade accounts receivable	2,3		21,181	13,320
Contract assets	2		17,728	-
Non-trade account receivable	4		18,873	34,607
Non-trade account receivable (Related party)	4,15		-	68,027
Short-term financial instruments			-	204,082
Inventories	5		147,533	16,593
Prepaids and other current assets			27,706	1,914
Total current assets			874,116	892,450
Property, plant and equipment, net	6		294,420	292,793
Operating lease right-of-use assets	7		2,168	2,714
Intangible assets, net	14		84,620	94,358
Other non-current assets			20,330	16,407
Total non-current assets			401,538	406,272
Total assets		$	1,275,654	1,298,722

See accompanying notes to the unaudited condensed consolidated interim financial statements.

Handa Lab Co., Ltd. and Subsidiary

Unaudited Condensed Consolidated Balance Sheets, Continued

(in US dollars)

		September 30, <br> 2025
		(Unaudited)
Liabilities and Stockholders’ Equity
Liabilities:
Trade accounts payable		$	-		1,347
Non-trade accounts payables			146,524		22,542
Contract liabilities			107,827		-
Current portion of finance lease liabilities	7		6,778		6,465
Current portion of operating lease liabilities	7		1,402		2,535
Other current liabilities			14,301		10,883
Total current liabilities			276,832		43,772
Long-term debt	8		419,341		400,000
Long-term debt (Related party)	8,15		23,784		22,687
Finance lease liabilities (non-current)	7		10,506		13,753
Operating lease liabilities (non-current)	7		766		181
Total non-current liabilities			454,397		436,621
Total liabilities			731,229		480,393
Stockholders’ equity:
Common stock, par value of KRW 5,000 (equivalent to 3.7) authorized 1,500,000 shares; 380,800 shares issued and outstanding as of September 30, 2025 and December 31, 2024	11		1,514,241		1,514,241
Additional paid-in capital			(3,058	)	(3,058	)
Accumulated deficit			(856,993	)	(546,796	)
Accumulated other comprehensive loss			(121,517	)	(158,738	)
Total equity attributable to the Company and Subsidiary			532,673		805,649
Non-controlling interest			11,752		12,680
Total equity			544,425		818,329
Total liabilities and stockholders’ equity		$	1,275,654		1,298,722

All values are in US Dollars.

See accompanying notes to the unaudited condensed consolidated interim financial statements.

Handa Lab Co., Ltd. and Subsidiary

Unaudited Condensed Consolidated Interim Statements of Operations

(in US dollars)

****	****	Nine-month periods ended September 30,					****
****	Notes	2025		****	2024		****
Net revenues	2	$	195,937			402,055
Cost of sales			(204,374	)		(311,693	)
Cost of sales (Related party)	15		-			(9,875	)
Total cost of sales			(204,374	)		(321,568	)
Gross profit			(8,437	)		80,487
Other operating income			130,159			279,620
Selling, general, and administrative expenses			(436,844	)		(505,873	)
Operating Ioss			(315,122	)		(145,766	)
Other income			1,877			59
Other expense			(149	)		(438	)
Interest income			5,349			4,718
Interest income (Related party)	15		1,387			1,343
Interest expense			(4,467	)		(4,475	)
Loss before tax			(311,125	)		(144,559	)
Income tax expense	9		-			-
Loss for the period		$	(311,125	)		(144,559	)
Loss attributable to:
Owners of the Company		$	(310,197	)		(143,197	)
Non-controlling interests			(928	)		(1,362	)

See accompanying notes to the unaudited consolidated interim financial statements.

Handa Lab Co., Ltd. and Subsidiary

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(in US dollars)

****	****	Nine-month periods ended September 30,					****
****	Notes	2025		****	2024		****
Loss for the period		$	(311,125	)		(144,559	)
Other comprehensive income (loss):
Foreign currency translation adjustments			37,221			(21,719	)
Total other comprehensive income (loss)			37,221			(21,719	)
Total comprehensive loss		$	(273,904	)		(166,278	)
Total comprehensive loss attributable to:
Owners of the Company		$	(272,976	)		(164,916	)
Non-controlling interests			(928	)		(1,362	)

See accompanying notes to the unaudited consolidated interim financial statements.

Handa Lab Co., Ltd. and Subsidiary

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in US dollars)

****	Common stock			****		****		****		****		****		****
Balances<br> at January 1, 2024	$	1,176,095	(646	)	(42,337	)	(397,894	)	735,218		14,303		749,521
Loss<br> for the period		-	-		-		(143,197	)	(143,197	)	(1,362	)	(144,559	)
Foreign<br> currency translation adjustments		-	-		(21,719	)	-		(21,719	)	-		(21,719	)
Paid-in<br> capital increase		338,146	(658	)	-		-		337,488		-		337,488
Balances<br> at September 30, 2024	$	1,514,241	(1,304	)	(64,056	)	(541,091	)	907,790		12,941		920,731
Balances<br> at January 1, 2025	$	1,514,241	(3,058	)	(158,738	)	(546,796	)	805,649		12,680		818,329
Loss<br> for the period		-	-		-		(310,197	)	(310,197	)	(928	)	(311,125	)
Foreign<br> currency translation adjustments		-	-		37,221		-		37,221		-		37,221
Balances<br> at September 30, 2025	$	1,514,241	(3,058	)	(121,517	)	(856,993	)	532,673		11,752		544,425

See accompanying notes to the unaudited consolidated interim financial statements.

Handa Lab Co., Ltd. and Subsidiary

Unaudited Condensed Consolidated Interim Statements of Cash Flows

(in US dollars)

****	Nine-month periods ended September 30,					****
****	2025		****	2024		****
Cash flows from operating activities
Loss for the period	$	(311,125	)		(144,559	)
Adjustments to reconcile loss for the period to net cash used in operating activities
Depreciation and amortization		14,791			7,897
Amortization of Intangible Assets		15,325			16,083
Interest expenses		4,466			4,475
Others		(1,370	)		2,555
Change in operating assets and liabilities
Accounts receivable		(11,957	)		160,617
Inventories		(129,162	)		184,432
Other assets		(25,456	)		(20,136	)
Accounts payable		227,703			(269,252	)
Other liabilities		2,870			(9,320	)
Net cash used in operating activities		(213,915	)		(67,208	)
Cash flows from investing activities
Acquisitions of property, plant and equipment		(4,398	)		(16,588	)
Acquisition of short-term financial instruments		-			(332,631	)
Proceeds from short-term financial instruments		212,346			183,317
Proceeds from government grants		9,555			7,855
Acquisition of intangible assets		(8,644	)		(6,189	)
Increase in leasehold deposits		(1,892	)		-
Issuance of loans		-			(465,684	)
Collection of loans		70,782			354,807
Net cash provided by (used in) investing activities		277,749			(275,113	)
Cash flows from financing activities
Proceeds from long-term borrowings		-			221,754
Paid in capital increase		-			338,146
Payment of finance lease liabilities		(3,882	)		(9,726	)
Stock issuance costs		-			(658	)
Net cash provided by (used in) financing activities	$	(3,882	)		549,516
Effect of exchange rate changes on cash and cash equivalents		27,236			(10,940	)
Net increase in cash and cash equivalents		59,952			207,195
Cash and cash equivalents as of beginning of period		553,907			294,351
Cash and cash equivalents as of end of period	$	641,095			490,606

See accompanying notes to the unaudited consolidated interim financial statements.

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Summary of Significant Accounting Policies

(1)	Description of Business

Handa Lab Co., Ltd. (the “Company”) and subsidiary (collectively, the “Group”), established in 2021, specialize in the manufacture and sale of intelligent monitoring systems, machine vision and laser testing systems, data gathering systems. The Company offers a diverse range of equipment and software, tailored to meet specific customer requirements in terms of specifications, functions, standards, and delivery timelines. Handa Corporation Co., Ltd., in which the Company holds a 60% stake, was established in 2023 and specializes in the manufacture and sale of intelligent robotic systems.

(2)	Basis of Presentation

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Group will continue as a going concern. The accounting policies applied by the Group in these consolidated interim financial statements are the same as those applied by the Group in its condensed consolidated financial statements as of and for the year ended December 31, 2024.

The unaudited condensed interim financial information does not represent complete financial statements and should be read in conjunction with the Group’s latest annual audited financial statements.

These interim results are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2025, or for any other interim period or for any other future year.

In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Group’s financial information.

(3)	Going Concern

The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Group’s ability to continue as going concern exists.

Primarily due to a decline in sales associated with the business, the Group generated loss for the period of $311,125 and net cash outflows from operations of $213,915 for the period ended September 30, 2025. At September 30, 2025, however, the Group had a net working capital of $43,811 and cash equivalents of $641,095.

The Group is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, upon the economic environment and the Group’s current capability, the Group may be unable to access future equity or debt financing when needed. As such, there can be no assurance that the Group will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Group were unable to continue as a going concern.

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

(4)	New Accounting Standards and Interpretations Not Yet Adopted

IncomeStatement (Topic 220) Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, which becomes effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The standard requires to disclose disaggregated information about certain income statement expense line items. The Group does not expect the standard to have a material effect on its financial statements and has begun evaluating disclosure presentation alternatives.

Income Taxes (Topic 740) - Improvementsto Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Group does not expect the standard to have a material effect on its financial statements.

The Group has not early adopted any of the forthcoming new or amended accounting standards in preparing these condensed consolidated interim financial statements.

2.	Significant Risks and Uncertainties Including Business and Credit Concentrations

The Group manufactures smart monitoring visual system and laser inspection systems. The specifications, functions, and delivery dates vary depending on the demand of customers. After receiving orders from customers, the Group manufactures and sell those products.

The Group’s operating segment is a single segment and compose of equipment and machine manufacturing segment, and as of the end of the reporting period, assets and liabilities of the segment is the same as the attached financial statements. The manufacturing periods vary per project, ranging from as short as one month to over a year. Sales are approximately $196 thousand in the third quarter of 2025, all of which are domestic.

Sales to a small number of major customers account for all of the Group’s total net revenue. The Group is making efforts to gain new customers by continuously expanding its sales activities. If orders from existing major customers decrease, there is a possibility of a loss of sales, which may adversely affect business results.

For the nine-month period ended September 30, 2025, the customers accounting for 10% or more of total revenue are Customer D, Customer F and Customer A, with revenues of $57,022, $31,993 and $27,363, respectively. For the nine-month period ended September 30, 2024, the customers accounted for 10% or more of Total revenue are Customer B and Customer C, with revenues of $85,301 and $80,497, respectively.

The following table disaggregates trade accounts receivable and contracts assets by major customers.

****	September 30, 2025
(in US dollars)
Trade accounts receivable and contracts assets by customers
Customer A	$	17,728	8,082
Customer B		21,181	-
Customer G		-	5,238
Total	$	38,909	13,320

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

3.	Trade Accounts Receivable

There was no allowance for credit losses related to trade accounts receivables recorded as of September 30, 2025 and December 31, 2024.

4.	Non-Trade Account Receivable

Non-trade account receivables consist of accrued income and refundable tax. The Group disaggregates the non-trade account receivable by type of financing receivable when assessing and monitoring risk and performance of the entire portfolio.

Non-trade account receivables are unsecured and generally have terms of less than one year, requiring payments of principal at maturity.

The amortized cost basis of non-trade account receivable, net as of September 30, 2025 and December 31, 2024, respectively, was as follows:

	September 30, <br>2025
(in US dollars)
Non-trade account receivable, net:
Short-term loan receivable (Related party)	$	-	68,027
Other receivables		18,873	34,607
Total	$	18,873	102,634

There was no allowance for credit losses related to non-trade account receivables recorded as of September 30, 2025 and December 31, 2024.

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

5.	Inventories

Details of inventories as of September 30, 2025 and December 31, 2024 were as follows:

****	September 30 2025
(in US dollars)
Raw materials	$	54	-
Work in process		147,479	16,593
Total	$	147,533	16,593

There were no write-downs of inventories recorded for the period ended September 30, 2025 and December 31, 2024.

6.	Property, Plant and Equipment
(1)	Details of Property, plant and equipment as of September 30, 2025 and<br>December 31, 2024 are as follows:
---	---
****		Initial Cost				Carrying Amount
---	---	---	---	---	---	---	---	---	---
****	UsefulLives	2025		2024		2025		2024
(in US dollars)
Land	-	$	26,759		25,525		26,759		25,525
Buildings	40		247,306		235,900		226,182		220,173
Machinery and equipment (*)	5		101,891		97,191		1,034		1,226
Vehicles (*)	5		19,288		18,399		-		-
Furniture and fixtures (*)	5		86,870		78,636		2,395		22
Finance lease right of use assets	4		53,411		50,947		38,050		45,847
Total		$	535,525		506,598		294,420		292,793
(*)	The government grants related<br>to asset have been deducted from the related asset accounts.
---	---

Total depreciation for the nine-month periods ended September 30, 2025 and 2024 was $14,791 and $7,897, respectively.

(2)	As of September 30, 2025, the details of property, plant and equipment<br>pledged as collateral were as follows:
Collateral Provided Asset	Net Carrying Value		Pledged Amount		Creditor	Relevant Debt Amount
---	---	---	---	---	---	---	---
Land	$	26,759	$	246,470	Hana Bank	$	205,392
Buildings		226,182

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

7.	Leases

The Group has operating leases for corporate offices and certain office equipment. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the condensed consolidated balance sheets.

Lease agreement of office space include renewal options for up to 10 years, renewable annually under the Commercial Building Lease Protection Act in Korea. Because the Group is not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and associated potential option payments are excluded from lease payments.

The Group’s leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments.

(1)	The components of lease expense for the nine-month periods ended September 30, 2025 and 2024 were as follows:
****	September 30, 2025		September 30, 2024
---	---	---	---	---
(in US dollars)
Operating lease expense	$	2,718		2,842
Finance lease expense:
Amortization of right of use assets		9,939		2,831
Interest on lease liabilities		1,440		637
Short-term lease expense		145		227
Total	$	14,242		6,537
(2)	Amounts presented in the condensed consolidated balance sheet as of September 30, 2025 and December 31,<br>2024 were as follows:
---	---
****	September 30, 2025		****	December 31, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Operating Leases:
Operating lease ROU assets	$	2,168			2,716
Long-term operating lease liabilities		766			182
Current portion of long-term and short-term operating lease liabilities		1,402			2,534
Total	$	2,168			2,716
Finance Leases:
Finance lease ROU assets	$	53,411			50,947
Accumulated amortization assets		(15,361	)		(5,100	)
Total		38,050			45,847
Long-term finance lease liabilities		10,506			13,753
Current portion of long-term finance lease liabilities		6,778			6,465
Total	$	17,284			20,218

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

(3)	Other information related to leases for the nine-month periods ended September 30, 2025 and 2024 was as<br>follows:
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operations for operating leases	$	2,435			2,546
Cash used in operations for finance leases		5,322			1,634
ROU assets obtained in exchange for lease obligations:
Operating leases	$	1,886			-
Finance leases	$	-			19,410
Reductions to ROU assets resulting from reductions to lease obligations:
Operating leases	$	(2,558	)		(2,447	)
Finance leases	$	(9,939	)		(2,831	)
Weighted average remaining lease term:
Operating leases		0.10 years			1.09 years
Finance leases		2.82 years			3.42 years
Weighted average discount rate:
Operating leases		8.33	%		10.20	%
Finance leases		9.92	%		10.45	%
(4)	Maturities of lease liabilities under noncancellable leases as of September 30, 2025 are as follows:
---	---
(in US dollars)<br><br> Maturities	Operatingleases		Financeleases		****
---	---	---	---	---	---
2025	$	497		1,787
2026		1,346		7,150
2027		660		7,150
2028		-		3,782
Undiscounted lease payments		428		19,869
Less: imputed interest		1,740		(2,585	)
Lease liabilities	$	2,168		17,284

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

8.	Debt
(1)	Long-Term Debt
---	---

Details of the carrying amounts of long-term debt as of September 30, 2025 and December 31, 2024 were as follows:

(in<br> US dollars)Description	Maturity Date	Interest Rate (%)		Borrowing Limit		September 30, 2025
Facility loans (1)(2)	May 2027		1.06 ~ 2.04	$	205,391	$	205,391	195,918
Working capital loans (3)(4)	May 2029		0.46 ~ 0.51		213,950		213,950	204,082
Loan from the Company’s CEO	Sep 2028		0		23,784		23,784	22,687
Less: current portion of long-term debt							-	-
Long-term debt						$	443,125	422,687
(*1)	As of the end of the reporting period, the Group is providing<br>its land and buildings as collateral to Hana Bank in connection with a facility loans, and the building is currently being used as the<br>Group’s research center (See note 6).
---	---
(*2)	The Group receives a 3% interest rate subsidy provided for loans<br>by Cheongju City Government.
---	---
(*3)	As of the end of the reporting period, the Group is provided<br>with a payment guarantee from the Korea Technology Finance Corporation.
---	---
(*4)	The Group receives a 5.5% interest rate subsidy provided for<br>loans by Korea Institute for Advancement of Technology.
---	---
(2)	Future principal payments for long-term debt as of September 30, 2025 are as follows:
---	---
(in US dollars)<br> Maturities	Long-term debt
---	---	---
2025-2026	$	-
2027		261,204
2028		135,410
2029		46,511
Total	$	443,125

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

9.	Income Taxes

The Company is subject to income taxation primarily in South Korea, and we do not expect any income tax expenses for the nine-month period ended September 30, 2025 and 2024, including tax expenses directly recorded in equity.

10.	Uncertain Tax Positions

There were no unrecognized tax benefits as of September 30, 2025 and December 31, 2024.

11.	Stockholder’s Equity

The Company has 1,500 thousand shares of authorized stock, consisting of: common stock, par value KRW 5,000 (equivalent to $ 3.70) per share, issuable. As of September 30, 2025, there were 380,800 shares of common stock outstanding. In 2024, a total of 89,000 shares were increased through a paid-in capital increase.

Common Stock

12.	Pension (Defined Contribution<br>Plan)

The Group has a defined contribution plan. Under this plan, the Group pays specified amounts of contributions into a separate fund. These contributions are recognized as expenses when they are paid. The expenses related to post-retirement benefit plans under the defined contribution plans for the nine-month periods ended September 30, 2025 and 2024 were as follows:

****	September 30, 2025		September 30, 2024
(in US dollars)
Expense related to post-retirement benefit plans under defined contribution plans	$	49,993		27,796

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

13.	Supplemental Cash Flow Information
****	September 30, 2025		****	September 30, 2024		****
---	---	---	---	---	---	---
(in US dollars)
Supplemental disclosure of cash flow information:
Cash receipt during the period for interest	$	9,987			10,326
Cash paid during the period for interest		(4,581	)		(4,425	)
Income taxes paid		(51	)		(1,604	)
14.	Intangible Assets
---	---
(1)	Details of intangible assets as of the nine-month period ended September 30, 2025 were summarized as follows:
---	---
****	Useful lives	Initial value		Accumulated Amortization		****	Government grants		****	Book value
---	---	---	---	---	---	---	---	---	---	---	---
(in US dollars)
Patents	7 years	$	151,902		(56,464	)		(12,216	)		83,222
Software	5 years		68,591		(35,786	)		(32,805	)		-
Under construction			9,388		-			(7,990	)		1,398
Total		$	229,881		(92,250	)		(53,011	)		84,620
(2)	Details of intangible assets as of the year ended December 31, 2024 were summarized as follows:
---	---
****	Useful lives	Initial value		Accumulated Amortization		****	Government grants		****	Book value
---	---	---	---	---	---	---	---	---	---	---	---
(in US dollars)
Patents	7 years	$	144,896		(44,989	)		(5,794	)		94,113
Software	5 years		65,011		(24,349	)		(40,662	)		-
Under construction			7,866		-			(7,621	)		245
Total		$	217,773		(69,338	)		(54,077	)		94,358

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

15.	Related Party Transactions
(1)	The Group’s list of related parties is as follows:
---	---
Relationship	Name of Related Party
---	---
Primary owners with more than 10% of shares	CLEVER Co., LTD
	Korea National University of Transportation Technology Holding Co., Ltd
	SANG MIN KIM(CEO)
(2)	Related party transactions between companies cost of sales and interest income, which were included in<br>the consolidated financial statements:
---	---
****	****	Nine-month periods ended September 30
---	---	---	---	---	---
Related parties	Transactions	2025		2024
CLEVER Co., LTD	Cost of sales	$	-		9,875
	Interest income		1,387		1,343
(3)	Amounts of receivables and borrowings from related parties were as follows:
---	---
Related parties	Balances	September 30, 2025		December 31, 2024
---	---	---	---	---	---
CLEVER Co., LTD	Non-trade account receivable<br><br>(Short-term loan receivable)	$	-		68,027
SANG MIN KIM <br><br>(CEO)	Long-term debt		23,784		22,687
(4)	Changes in the short-term loan receivable from the related party for the nine-month period ended September<br>30, 2025 were as follows:
---	---
****	December 31, 2024		Increase		Decrease		****	Others		September 30, 2025
---	---	---	---	---	---	---	---	---	---	---	---
(in US dollars)
Non-trade account receivable (Short-term loan receivable)	$	68,027		-		(70,782	)		2,755		-

Handa Lab Co., Ltd. and Subsidiary

Notes to the Unaudited Condensed Consolidated Interim Financial Statements, Continued

(5)	Changes in the borrowings from the related party for the nine-month period ended September 30, 2025 were<br>as follows:
****	December 31, 2024		Increase		Decrease		Others		September 30, 2025
---	---	---	---	---	---	---	---	---	---	---
(in US dollars)
Long-term debt (Loan from the Company’s CEO)	$	22,687		-		-		1,097		23,784
16.	Commitments and Contingencies
---	---

As of September 30, 2025, the Group has evaluated its commitments and contingencies and determined that no material commitments or contingencies exist.

17.	Subsequent Events

The Group has evaluated subsequent events from the balance sheet date to the date at which the unaudited condensed consolidated interim financial statements were available to be issued, and except as disclosed below, no other events requiring disclosure were identified.

Exhibit99.7

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Definedterms included below and not otherwise defined in this Exhibit 99.7 have the same meaning as terms defined and included elsewhere inthe Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”)on January 7, 2025. 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 Delawarecorporation, and its subsidiaries at and after the Closing Date and giving effect to the consummation of the Business Combination, theterm “WTMA” refers to Welsbach Technologies Metals Acquisition Corp., a Delaware corporation, prior to the Closing Date andwithout giving effect to the Closing, and the term “EM” refers to Evolution Metals LLC, a Delaware limited liability company,both prior to and after the Closing

Introduction

The following unaudited pro forma condensed combined financial information provides additional information regarding the financial aspects of the Merger of EM and WTMA including the related transactions that fall within the scope of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025, assumes that the Business Combination and related transactions occurred on September 30, 2025. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024, give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2024.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

Descriptionof the Business Combination

On November 6, 2024, WTMA entered into the Merger Agreement with Merger Sub and EM. If the Merger Agreement is adopted and the Business Combination is approved by WTMA’s stockholders, EM’s members and the equity holders of the other Target Companies (as defined below), and the Business Combination is subsequently completed, at the Effective Time, Merger Sub will merge with and into EM, with EM surviving the Merger as a wholly owned subsidiary of WTMA. In connection with the closing of the Business Combination (the “Closing”), WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post-Closing entity us referred to as “New EM”).

In addition to the Merger, and as a material inducement to the parties to enter into the Merger Agreement, the parties to the Merger Agreement also intend to enter into certain other agreements to consummate the Precedent Transactions, each to be effective on or about the Closing and conditional upon the Closing.

New EM plans to grant certain awards under the New EM Equity Incentive Plan, subject to approval by the compensation committee of the New EM Board of Directors as soon as reasonably practicable after the Business Combination and subject to the filing of an effective registration statement on Form S-8. This arrangement has not been reflected in the unaudited pro forma condensed combined financial statements but may have a material impact on the combined company’s financial statements post-Closing.

For more information about the Business Combination, please see the section entitled “Merger Proposal Agreement.”

AccountingTreatment of the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Merger between WTMA and EM will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, WTMA will be treated as the “accounting acquiree” and EM will be treated as the “accounting acquirer” for financial statement reporting purposes. EM has been determined to be the accounting acquirer as EM’s existing majority shareholders are expected to have majority voting interest in the combined entity, indicating that EM has not undergone a change in control.

In connection with the Business Combination, Precedent Transactions representing the acquisitions of the Operating Companies will each be accounted for in accordance with ASC 805, using the acquisition method. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation (“ASC 810”). EM will be considered as the accounting acquirer of each Operating Company based on evaluation of the following factors:

●	EM<br> will hold 100% of the voting equity interest in each of the Operating Companies after acquisition.
●	EM<br> will have full and complete control over the Operating Companies. No substantive participating<br> or kick out rights are present.
---	---
●	Prior<br> to consummation of the Precedent Transactions, EM did not have a controlling financial interest<br> in any of the Operating Companies.
---	---

The factors discussed above support the conclusion that EM will acquire a controlling financial interest in each of the Operating Companies through ownership of the majority of voting rights and will be the accounting acquirer. Therefore, the Precedent Transactions entered in connection with the Business Combination will be accounted for using the acquisition method. Under this method of accounting, EM is treated as the acquirer and each Operating Company is treated as an acquired company for financial statement reporting purposes. Each Precedent Transaction will be effective on or about the Closing of the Business Combination and will be conditional upon the Closing. Upon Closing the assets and liabilities of each Operating Company will be recognized at fair value, and any consideration in excess of the fair value of the net assets acquired (including identifiable intangible assets) will be recognized as goodwill.

The Company has determined EM to be the predecessor entity to the Business Combination. Such determination is based on several considerations, each evaluated in the context of all relevant facts and circumstances of the transaction and applicable accounting guidance. Regulation C, Rule 405 under the Securities Act of 1933 defines “predecessor” as “a person the major portion of the business and assets of which another person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.” In the Business Combination, WTMA will acquire EM and the Operating Companies. As WTMA is a special purpose acquisition company with nominal operations, it should not be considered the predecessor.

In assessing which of the acquired companies represents the predecessor, EM has been identified as the predecessor entity based on an evaluation of the following factors:

●

EM is expected to have significant influence in the ongoing management structure of the combined entity relative to the other Operating Companies, with EM’s current sole managing member, David Wilcox, assuming the role of Global Chief Executive Officer and Executive President of the Board of Directors of New EM post-Business Combination. The management structure of the combined entity is not expected to consist of any members of the other Operating Companies. Such positioning will allow EM’s legacy management to control and set long term strategic objectives, growth and funding strategies, and operational manufacturing plans.

●	The<br> historical asset base, operating expenses, and relative pre-merger fair value of EM is significantly<br> larger compared to the other Operating Companies.
●	The<br> Operating Companies are viewed as complimentary, strategic components to EM management’s<br> plans to build a complete and integrated global supply chain for critical minerals and materials.<br> Consequently, there is no distinct Operating Company that will constitute a major portion<br> of the operations of the combined entity.
---	---

While no single factor is individually determinative, the considerations discussed above indicate that EM represents the “major portion” of the combined entity and is therefore deemed to be the predecessor entity, whose historical financial statemis individually determinative, the considerations discussed above indicate thatents prior to the Business Combination will become those of the reporting registrant.

Ownershipafter the Business Combination

The following presents the post-Closing share ownership of EMAT excluding the dilutive effect of the convertible preferred units issued durinis individually determinative, the considerations discussed above indicate thatg the three-months ended September 30, 2025, which will automatically convert into shares of New EM Common Stock, ninety days after Closing.

	Ownership in<br> <br> shares
WTMA<br> Public Stockholders^(1)^		909,251	0.2	%
WTMA<br> Sponsor, current directors, officers and affiliates, and representatives^(2)^		2,369,181	0.4	%
EM Unitholders^(3)^		588,473,653	99.1	%
New EM Shares issued<br> pursuant to WTMA extensions (Sept. 2023 and June 2024)		1,597,784	0.3	%
Total		593,349,869	100.0	%
(1)	After<br> taking into effect redemptions in connection with the September Special Meeting, whereby<br> holders of 427,854 shares of WTMA Common Stock exercised their right to redeem their WTMA<br> Common Stock (which became EMAT Common Stock prior to the settlement of the redemptions)<br> and received approximately $11.46 per share redeemed, or approximately $5.0 million in the<br> aggregate, from the trust account established at the consummation of WTMA’s initial<br> public offering (the “Trust Account), which had a balance immediately prior to the<br> Closing of approximately $6.5. Following the payment of the redemptions, there was approximately<br> $1.6 million of cash in the trust account available for disbursement in connection with the<br> Business Combination. Also includes the issuance of 772,768 shares of New EM Common Stock<br> pursuant to public rights. On a percentage basis, the effective underwriting fee of $4.2<br> million ($1.5 million of underwriting fees paid at the time of WTMA’s IPO and $2.7<br> million of deferred underwriting fees which are payable at the time of Closing) is 268.9%.
---	---
(2)	Includes<br> the issuance of 35,205 shares of New EM Common Stock pursuant to the private rights and the<br> issuance of 50,000 shares of New EM Common Stock pursuant to compensation agreements entered<br> into with Andrew Switaj (former director of WTMA), Dominik Oggenfuss (director of WTMA),<br> Matthew Rockett (director of WTMA), and Justin Werner (director of WTMA).
---	---
(3)	Includes<br> the issuance of 475,962,290 shares of New EM Common Stock to the EM Equity holder, 109,436,178<br> shares of New EM Common Stock to the holders of EM Convertible Preferred Units, and the following<br> numbers of shares of New EM Common Stock in respect of the EM Member Units expected to be<br> issued to equity holders of the Korean Companies immediately prior to the Effective Time:<br> 542,342 shares of New EM Common Stock to KCM’s stockholders, 1,614,129 shares of New<br> EM Common Stock to KMMI’s stockholders, 648,497 shares of New EM Common Stock to NS<br> World’s stockholders, and 270,217 shares of New EM Common Stock to Handa Lab’s<br> stockholders.
---	---

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEETAS OF SEPTEMBER 30, 2025*(in thousands, except share and per-share amounts)*

	WTMA		EM		Handa Lab		KMMI		NS World		KCM		Transaction<br> Accounting<br> Adjustments				Pro forma<br><br>Combined
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	16,287	$	641	$	163	$	213	$	18	$	1,524		A	$	96,181
														80,000		B
														(2,705	)	C
														40		Q
Restricted cash		-		-		-		37		-		-		-				37
Accounts receivable		-		-		21		-		1,158		-		-				1,179
Accounts receivable - related parties		-		-		-		-		659		613		(613	)	R		659
Non-trade accounts receivable		-		1,363		19		-		146		-		-				1,528
Non-trade accounts receivable - related parties		-		2,972		-		68		946		-		-				3,986
Convertible note receivable		-		-		-		-		-		-		-				-
Inventory		-		-		148		-		871		762		-				1,781
Prepaid expenses and other current assets		150		44		45		10		32		3		-				284
Total current assets		150		20,666		874		278		4,025		1,396		78,246				105,635
Plant, property and equipment, net		-		-		294		2,065		1,389		2,798		(404	)	L		6,142
Operating lease right-of-use assets		-		-		2		37		-		-		-				39
Intangible assets, net		-		-		85		-		-		-		15,645		K		15,730
Note receivable		-		-		-		-		-		-		-				-
Deferred transaction costs		-		8,610		-		-		-		-		(8,610	)	D		-
Cash and investment held in Trust Account		6,425		-		-		-		-		-		(1,524	)	A		-
														(4,901	)	E
Held to maturity debt securities		-		-		-		-		-		-		-				-
Goodwill		-		-		-		-		-		-		65,954		M		65,954
Other noncurrent assets		-		-		20		104		52		24		-				200
Total assets	$	6,575	$	29,276	$	1,275	$	2,484	$	5,466	$	4,218	$	144,406			$	193,700

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEETAS OF SEPTEMBER 30, 2025 — (Continued)(in thousands, except share and per-share amounts)

	WTMA		EM		Handa Lab		KMMI		NS World		KCM		Transaction<br> Accounting<br> Adjustments				Pro forma<br> Combined
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,461	$	4,807	$	-	$	-	$	168	$	46	$	-			$	9,657
														1,175		D
Accounts payable - related parties		-		-		-		-		921		-		(613	)	R		308
Non-trade accounts payable		-		-		147		47		112		111		-				417
Non-trade accounts payable - related parties		504		-		-		-		1,520		-		-				2,024
Short term debt		-		-		-		-		138		308		48,118		T		128,564
														80,000		B
Short term debt - related parties		-		-		-		-		2,180		471		-				2,651
Current portion of long-term debt		-		-		-		47		154		321		-				522
Current portion of long-term debt - related party		-		-		-		-		14		-		-				14
Current portion of finance lease liabilities		-		-		7		20		37		23		-				87
Current portion of operating lease liabilities		-		-		1		17		-		-		-				18
Derivative liabilities		-		118,523		-		-		-		-		(118,523	)	F		-
Income taxes payable		178		-		-		-		-		-		-				178
Redeemable convertible preferred stock - related parties		-		-		-		-		-		1,180		(1,180	)	O		-
Excise tax payable and interest and penalties		880		-		-		-		-		-		-				880
Convertible promissory notes – related party		2,296		-		-		-		-		-		-				2,296
Working capital loans - related party		2,608		-		-		-		-		-		-				2,608
CPU Share Allocation Obligation		-		9,603		-		-		-		-		(9,603	)	F		-
Accrued expenses and other current liabilities		-		40		122		63		863		149		610		D		1,847
Total current liabilities		9,927		132,973		277		194		6,107		2,609		(16	)			152,071
Long term debt		-		-		419		1,346		65		2,010		-				3,840
Long term debt -related parties		-		-		24		-		215		-		-				239
Finance lease liabilities, noncurrent		-		-		11		2		55		54		-				122
Operating lease liabilities, noncurrent		-		-		1		6		-		-		-				7
Deferred underwriting fee payable		2,705		-		-		-		-		-		(2,705	)	C		-
Deferred tax liabilities		-		-		-		-		-		-		2,896		S		2,896
Other noncurrent liabilities		-		-		-		158		376		124		-				658
Total liabilities	$	12,632	$	132,9733	$	732	$	1,706	$	6,818	$	4,797	$	175			$	159,833
Commitments and contingencies		-		-		-		-		-		-		-				-

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEETAS OF SEPTEMBER 30, 2025 — (Continued)

(in thousands, except share and per-share amounts)

	WTMA			EM			Handa Lab			KMMI			NS World			KCM			Transaction<br> Accounting<br> Adjustments				Pro forma<br> Combined
TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock subject to possible redemption	$	6,395		$	-		$	-		$	-		$	-		$	-		$	(1,547	)	H	$	-
																				(4,848	)	E
Stockholders’ Equity (Deficit)
New EM Common stock		-			-			-			-			-			-			48		J		59
																				10		F
																				1		I
																				-		N
Common stock		-			-			1,514			9			1,264			73			(2,866	)	O		-
																				6		P
Member units		-			-			-			-			-			-			-				-
Convertible preferred units		-			25,591			-			-			-			-			(25,591	)	I		-
Additional paid-in capital		-			-			(3	)		3,938			927			-			(10,395	)	D		163,095
																				128,116		F
																				(12,454	)	G
																				1,547		H
																				25,590		I
																				(48	)	J
																				30,751		N
																				(6,036	)	O
																				1,174		P
																				40		Q
																				(53	)	E
Subscription Receivable		-			-			-			-			-			-			-				-
Accumulated deficit		(12,452	)		(129,289	)		(858	)		(3,024	)		(2,962	)		(584	)		12,452		G		(129,288	)
																				7,429		O
Accumulated other comprehensive loss (income)		-			1			(122	)		(145	)		(581	)		(68	)		917		O		2
Other equities		-			-			-			-			-			-			-				-
Total stockholders’ equity (deficit)		(12,452	)		(103,697	)		531			778			(1,352	)		(579	)		150,638				33,867
Noncontrolling interest		-			-			12			-			-			-			(12	)	O		-
Total equity (deficit)		(12,452	)		(103,697	)		543			778			(1,352	)		(579	)		150,626				33,867
Total liabilities, temporary equity and stockholders’ equity (deficit)	$	6,575		$	29,276		$	1,275		$	2,484		$	5,466			4,218		$	144,406			$	193,700

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONSFor the nine months ended September 30, 2025

(inthousands)

	WTMA			EM			Handa<br> Lab			KMMI			NS<br> World			KCM			Transaction<br><br> Accounting<br> Adjustments				Pro<br> forma<br> Combined
Revenues	$	-		$	-		$	196		$	-		$	4,919		$	969		$	(968	)	9A	$	5,116
Cost of sales		-			-			(204	)		-			(4,007	)		(1,260	)		10		7A		(4,493	)
																				968		9A
Gross<br> profit (loss)		-			-			(8	)		-			912			(291	)		10				623
Operating<br> expenses:
Other<br> operating income, net		-			-			130			3			54			-			-				187
Selling,<br> general and administrative		(1,610	)		(5,480	)		(438	)		(937	)		(1,175	)		(281	)		(813	)	3A		(10,734	)
Franchise<br> tax		(68	)		-			-			-			-			-			-				(68	)
Total<br> operating expenses		(1,678	)		(5,480	)		(308	)		(934	)		(1,121	)		(281	)		(813	)			(10,615	)
Loss<br> from operations		(1,678	)		(5,480	)		(316	)		(934	)		(209	)		(572	)		(803	)			(9,992	)
Other<br> income (expense):
Interest<br> expense		-			-			(4	)		(19	)		(139	)		(98	)		-				(260	)
Interest<br> income		-			1,547			7			16			6			2			-				1,578
Interest<br> income from investments held in Trust Account		236			-			-			-			-			-			(236	)	1A		-
Other<br> expense		-			-			-			(1	)		(253	)		(13	)						(267	)
Other<br> income		-			250			2			18			341			46							657
Allowance<br> for credit losses		-			(9,576	)		-			-			-			-			1,781		5A		(7,795	)
Change<br> in fair value of CPU Share Allocation Obligation variable share settlement		-			8,628			-			-			-			-			(8,628	)	4A		-
Change<br> in fair value of July Investment Agreement DerivativeObligations		-			(65,292	)		-			-			-			-			65,292		4A		-
Day<br> one loss on CPU Share Allocation Obligation		-			(404	)		-			-			-			-			404		4A		-
Loss<br> on issuance of convertible preferred units		-			-			-			-			-			-							-
Gain<br> (Loss) on fair value remeasurement of financial instruments		-			-			-			-			(12	)		(253	)		338		6A		73
Provision<br> for income taxes		(35	)		-			-			-			-			-			-				(35	)
Total<br> other income (expense)		201			(64,847	)		5			14			(57	)		(316	)		58,951				(6,049	)
Net<br> loss	$	(1,477	)	$	(70,327	)	$	(311	)	$	(920	)	$	(266	)	$	(888	)	$	58,148			$	(16,041	)
Net<br> loss per share (Note 5)
Weighted<br> average shares outstanding - basic and diluted - redemption feature		843,104
Net<br> loss per share - basic and diluted - redemption feature	$	(0.47	)
Weighted<br> average shares outstanding - basic and diluted - no redemption feature		2,283,976
Net<br> loss per share - basic and diluted - no redemption feature	$	(0.47	)
Weighted average<br> shares outstanding - basic and diluted					1,000,000																			593,349,869
Net<br> loss per share - basic and diluted - no redemption feature				$	(70.33	)																	$	(0.03	)

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONSFor the year ended December 31, 2024*(in thousands)*

	WTMA			EM			Handa<br> Lab			KMMI			NS<br> World			KCM			Transaction<br><br> Accounting<br><br> Adjustments					Pro<br> forma<br><br> Combined
Revenues	$	-		$	-		$	488		$	-		$	6,051		$	116		$	(73	)	9	A	$	6,582
Cost of sales		-			-			(345	)		-			(5,218	)		(962	)		13		7	A		(6,439	)
																				73		9	A
Gross<br> profit (loss)		-			-			143			-			833			(846	)		13					143
Operating<br> expenses:
Other<br> operating income, net		-			-			439			-			147			54			-					640
Selling,<br> general and administrative		(1,428	)		(3,801	)		(737	)		(868	)		(1,224	)		(493	)		(1,786	)	2	A		(11,421	)
																				(1,084	)	3	A
Franchise<br> tax		(155	)		-			-			-			-			-			-					(155	)
Total<br> operating expenses		(1,583	)		(3,801	)		(298	)		(868	)		(1,077	)		(439	)		(2,870	)				(10,936	)
Loss<br> from operations		(1,583	)		(3,801	)		(155	)		(868	)		(244	)		(1,285	)		(2,857	)				(10,793	)
Other<br> income (expense):
Interest<br> expense		-			-			(6	)		(31	)		(144	)		(127	)		(93	)	8	A		(401	)
Interest<br> income		-			778			10			21			7			3			-					819
Interest<br> income from investments held in Trust Account		809			-			-			-			-			-			(809	)	1	A		-
Other<br> expense		-			-			-			(39	)		(337	)		(2	)		-					(378	)
Other<br> income		-			-			-			64			271			24			-					359
Allowance<br> for credit losses		-			(18,119	)		-			-			-			-			2,391		5	A		(15,728	)
Change<br> in fair value of CPU Share Allocation Obligation variable share settlement		-			(1,861	)		-			-			-			-			-					(1,861	)
Change<br> in fair value of July Investment Agreement DerivativeObligations		-			(15,571	)		-			-			-			-			-					(15,571	)
Day<br> one loss on July Investment Agreement Derivative Obligation		-			(20,160	)		-			-			-			-			-					(20,160	)
Day<br> one loss on CPU Share Allocation		-			(228	)		-			-			-			-			-					(228	)
Gain<br> (Loss) on fair value remeasurement of financial instruments		-			-			-			-			75			(142	)		-					(67	)
Provision<br> for income taxes		(126	)		-			-			-			-			(2	)		-					(128	)
Total<br> other income (expense)		683			(55,161	)		4			15			(128	)		(246	)		1,489					(53,344	)
Net<br> loss	$	(900	)	$	(58,962	)	$	(151	)	$	(853	)	$	(372	)	$	(1,531	)	$	(1,368	)			$	(64,137	)
Net<br> loss per share (Note 5)
Weighted<br> average shares outstanding - basic and diluted - redemption feature		1,618,885
Net<br> loss per share - basic and diluted - redemption feature	$	(0.23	)
Weighted<br> average shares outstanding - basic and diluted - no redemption feature		2,283,976
Net<br> loss per share - basic and diluted - no redemption feature	$	(0.23	)
Weighted average<br> shares outstanding - basic and diluted					1,000,000																				593,349,869
Net<br> loss per share - basic and diluted - no redemption feature				$	(58.96	)																		$	(0.11	)

NOTESTO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1.Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of September 30, 2025, gives pro forma effect to the Business Combination as if it had been consummated as of September 30, 2025. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024, gives pro forma effect to the Business Combination as if it had been consummated as of January 1, 2024, the first day of New EM’s 2024 fiscal year. This information should be read together with the audited historical financial statements of each of WTMA, EM, and the Operating Companies, including the notes thereto, as well as other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the Business Combination and any related transactions. It sets forth and is derived from the following:

●	WTMA’s<br> unaudited interim condensed consolidated financial statements as of and for the nine months<br> ended September 30, 2025, included elsewhere in this proxy statement/prospectus.
●	WTMA’s<br> audited condensed consolidated financial statements as of and for the year ended December 31,<br> 2024, included elsewhere in this proxy statement/prospectus.
---	---
●	EM’s<br> unaudited interim condensed financial statements as of and for the nine months ended September<br> 30, 2025, included elsewhere in this proxy statement/prospectus.
---	---
●	EM’s<br> audited condensed financial statements as of December 31, 2024, and for the period from February 8,<br> 2024 (inception) through December 31, 2024, included elsewhere in this proxy statement/prospectus.
---	---
●	Each<br> Operating Company’s unaudited interim condensed consolidated financial statements as<br> of and for the nine months ended September 30, 2025, included elsewhere in this proxy statement/prospectus.
---	---
●	Each<br> Operating Company’s audited condensed consolidated financial statements as of and for<br> the year ended December 31, 2024, included elsewhere in this proxy statement/prospectus.
---	---

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that WTMA believes are reasonable under the circumstances. The unaudited pro forma condensed combined adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. WTMA believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Based on its initial analysis, management did not identify any differences in accounting policies between the combining entities that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies. Upon consummation of the Business Combination, New EM’s management will perform a comprehensive review of the combining entities’ accounting policies. As a result of the review, New EM’s management may identify differences between the accounting policies of the combining entities which, when confirmed, could have a material impact on the financial statements of New EM.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and balance sheet would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New EM. They should be read in conjunction with the historical financial statements and notes thereto of all the combining entities included elsewhere in this proxy statement/prospectus.

Note 2.Reclassifications

Certain reclassifications have been made to the historical presentation of the combining entities to conform to the preliminary financial statement presentation of the combined entity. Upon consummation of the Business Combination, New EM’s management will perform a comprehensive review of the combining entities to further align the financial statement presentation of New EM.

	As of September 30, 2025
Unaudited Pro Forma Condensed Combined Balance Sheet In thousands	Reclassification from		Reclassification<br> to
WTMA
Non-trade accounts payable – related parties			504
Due to affiliates	$	(504
EM
Non-trade accounts receivable
Notes receivable, current,<br> net	$	(1,363
Non-trade accounts receivable<br> – related parties
Notes receivable, related<br> party, net	$	(2,972
Derivative liabilities
July Investment Agreement<br> Derivative	$	(118,523
Handa<br> Lab
Prepaids and other current<br> assets
Short-term financial instruments	$	(18
Accrued expenses and other<br> current liabilities
Contract liabilities	$	(108
KMMI
Accrued expenses and other<br> current liabilities
Withholdings		(1 2)
Current portion of defined<br> severance benefits	$	(17
Other noncurrent liabilities
Defined severance benefits	$	(81
NS World
Accrued expenses and other<br> current liabilities
Accrued expenses	$	(40
Current portion of defined<br> severance benefits	$	(611
Other noncurrent liabilities
Defined severance benefits	$	(348
KCM
Accrued expenses and other<br> current liabilities
Current portion of defined<br> severance benefits	$	(70
Other noncurrent liabilities
Long term taxes payable	$	(32
Defined severance benefits	$	(92

All values are in US Dollars.

	Nine months ended September 30, 2025
Unaudited Pro Forma Condensed Combined Statement of Operations In thousands	Reclassification<br> <br> from			Reclassification<br> <br> to
EM
Selling,<br> general and administrative				$	(342	)
Sales<br> and marketing	$	342
Handa<br> Lab
Interest<br> income				$	1
Interest<br> income – related parties	$	(1	)
KMMI
Other<br> income				$	13
Gain<br> on foreign currency	$	(13	)
Interest<br> income				$	14
Interest<br> income – related parties	$	(14	)
NS<br> World
Revenue				$	298
Revenue – related<br> parties	$	(298	)
Other<br> operating income, net				$	12
Other<br> operating income – related parties	$	(12	)
Other<br> income				$	306
Gain<br> on foreign currency	$	(306	)
Other<br> expense				$	(204	)
Loss<br> on foreign currency	$	204
Interest<br> expense				$	(71	)
Interest<br> expense – related parties	$	71
Gain<br> (loss) on fair value remeasurement of other financial instruments				$	(12	)
Loss<br> on valuation of redeemable convertible preferred stock	$	12
KCM
Revenue				$	969
Revenue – related<br> parties	$	(969	)
Other<br> income				$	4
Gain<br> on foreign currency	$	(4	)
Interest<br> expense				$	(18	)
Interest<br> expense – related parties	$	18
Other<br> expense				$	(12	)
Loss<br> on foreign currency	$	12

	Year ended December 31, 2024
Unaudited Pro Forma Condensed Combined Statement of Operations In thousands	Reclassification<br> <br> from			Reclassification<br> <br> to
EM
Selling,<br> general and administrative				$	(203	)
Sales<br> and marketing	$	203
Handa<br> Lab
Cost of sales				$	(10	)
Cost<br> of sales – related parties	$	10
Interest<br> income				$	2
Interest<br> income – related parties	$	(2	)
KMMI
Other<br> income				$	61
Gain<br> on foreign currency	$	(61	)
Other<br> expense					(37	)
Loss<br> on foreign currency	$	37
Interest<br> income				$	20
Interest<br> income – related parties	$	(20	)
NS<br> World
Revenue				$	463
Revenue – related<br> parties	$	(463	)
Other<br> operating income, net				$	13
Other<br> operating income – related parties	$	(13	)
Other<br> income				$	258
Gain<br> on foreign currency	$	(258	)
Other<br> expense				$	(229	)
Loss<br> on foreign currency	$	229
Interest<br> expense				$	(88	)
Interest<br> expense – related parties	$	88
Gain<br> (loss) on fair value remeasurement of other financial instruments				$	75
Gain<br> on valuation of redeemable convertible preferred stock	$	(75	)
KCM
Revenue				$	115
Revenue – related<br> parties	$	(115	)
Other<br> operating income, net				$	(8	)
Other<br> operating expense	$	8
Other<br> income				$	20
Gain<br> on foreign currency	$	(20	)

Note 3.Calculation of estimated purchase consideration and preliminary purchase price allocation for the Precedent Transactions

EM is the accounting acquirer of each Operating Company, which will be accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805. The allocation of the preliminary estimated purchase price for each acquisition is based upon management’s estimates of and assumptions related to the fair values of assets to be acquired and liabilities to be assumed as of September 30, 2025, using currently available information. Due to the fact that the unaudited pro forma combined condensed financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the combined company’s financial position and results of operations may differ materially from the pro forma amounts included herein.

The final purchase price allocation for the Precedent Transactions will be performed as soon as practicable within the required measurement period and adjustments to estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as more detailed analyses are completed and additional information is obtained about the facts and circumstances that existed as of the Closing.

**<br><br>in thousands, except share data**	Handa<br> Lab		KMMI		NS<br> World		KCM		Total
Estimated<br> shares of common stock outstanding		380,800		22,080		289,055		21,666
Estimated<br> shares attributable to non-dissenting shareholders		137,200		8,100		144,527		8,160
Exchange<br> ratio (per unit of EM Member Units)		0.0041		0.4187		0.0094		0.1396
Estimated<br> total of EM Member Units to be issued		568		3,391		1,362		1,139
Estimated<br> fair value of each EM Member Unit	$	4,760	$	4,760	$	4,760	$	4,760
Equity<br> portion of consideration	$	2,702	$	16,141	$	6,485	$	5,423	$	30,751
Cash<br> due to dissenting shareholders	$	4,798	$	27,859	$	6,485	$	8,977
Cash<br> portion of consideration	$	4,798	$	27,859	$	6,485	$	8,977	$	48,119
Total<br> estimated consideration	$	7,500	$	44,000	$	12,970	$	14,400	$	78,870

The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed as if the acquisitions of each Operating Company occurred on September 30, 2025 (in thousands):

	Handa<br> Lab			KMMI			NS<br> World			KCM			Total
Total<br> estimated consideration	$	7,500		$	44,000		$	12,970		$	14,400		$	78,870
Purchase price allocation:
Historical<br> net assets		543			778			(1,352	)		(579	)		(610	)
Plus:<br> Liabilities settled and not assumed		—			—			—			1,180			1,180
Plus:<br> Fair value step-up to<br> intangibles		3,855			340			4,150			7,300			15,645
Plus:<br> Fair value step-up (reduction) to property, plant and equipment		51			(308	)		—			(147	)		(404	)
Less:<br> Deferred tax (liabilities) assets		(742	)		(6	)		(788	)		(1,359	)		(2,895	)
Total<br> net assets acquired		3,707			804			2,010			6,395			12,916
Goodwill	$	3,793		$	43,196		$	10,960		$	8,005		$	65,954

The acquisition method of accounting uses the fair value concepts defined in ASC Topic 820, Fair Value Measurement (“ASC 820”), which defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Goodwill represents the excess of the estimated purchase price over the estimated fair value of each Operating Company’s assets and liabilities, including the fair value of the estimated identifiable finite and indefinite lived intangible assets. Goodwill will not be amortized but will be subject to periodic impairment testing.

Note 4.Pro Forma Adjustments

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and related transactions and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). WTMA has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. Certain of the Operating Companies have had historical relationships prior to the Business Combination. Accordingly, pro forma adjustments have been made to eliminate the activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of shares of New EM Common Stock outstanding, assuming the Business Combination and related transactions occurred on January 1, 2024.

Adjustmentsto Unaudited Pro Forma Condensed Combined Balance Sheet

A.	Reflects<br> the reclassification of $1.5 million held in the Trust Account that became available<br> at the Closing of the Business Combination to cash and cash equivalents.
B.	Reflects<br> the $80.0 million of cash proceeds from a short-term bridge loan that the Company incurred<br> to facilitate the closing of the Business Combination. The loan is presented as a short-term<br> liability as it is expected to be repaid within five days of Closing.
---	---
C.	Represents payment to settle the deferred underwriting fee payable related to WMTA’s initial public offering in the amount of $2.7 million.
---	---
D.	Represents<br> estimated transaction costs for legal, advisory, accounting and other services expected to<br> be incurred and accrued at or before Closing of the Business Combination by WTMA and EM.<br> Transaction costs of $1.2 million invoiced after September 30, 2025, have been classified<br> as Accounts payable, while $0.6 million of additional, estimated costs have been reflected<br> as Accrued expenses and other current liabilities. These costs are expected to be expensed<br> and recognized in the respective entity’s accumulated deficit and reclassified to additional<br> paid-in capital at Closing to reflect the reclassification of the respective entity’s<br> historical accumulated deficit. Further, EM deferred approximately $8.6 million of transaction<br> costs as of September 30, 2025, which have been reclassified to additional paid-in capital<br> at Closing.
---	---
E.	Represents<br> the actual redemptions of 427,854 shares of WTMA Common Stock for approximately $4.9 million.
---	---
F.	Reflects<br> the settlement of EM’s obligations requiring variable share settlement upon Closing<br> pursuant to the terms and conditions of the EM Convertible Instruments and the terms and<br> conditions of the Investment Agreement between Springrock Management Inc. and EM, dated July<br> 18, 2024. Together, the settlement reflects the issuance of 96,796,178 shares of New EM Common<br> Stock upon Closing. The shares of New EM Common Stock are allocated to New EM Common Stock<br> and additional paid-in capital using par value $0.0001 per share.
---	---

G.	Reflects<br> the reclassification of WTMA’s historical accumulated deficit into additional paid-in<br> capital as part of the reverse recapitalization.
H.	Reflects<br> the recapitalization of WTMA’s Common Stock subject to possible redemption into permanent<br> equity of New EM Common Stock at a per share par value of $0.0001.
---	---
I.	Reflects<br> the conversion of EM Convertible Instruments issued and outstanding as of September 30, 2025,<br> into 12,640,000 shares of New EM Common Stock immediately upon Closing of the Business Combination.<br> The shares of New EM Common Stock are allocated to New EM Common Stock and additional paid-in<br> capital using par value $0.0001 per share.
---	---
J.	Reflects<br> the recapitalization of EM Common Stock and the issuance of 475,962,290 shares of New EM<br> Common Stock to EM Unitholders as consideration for the reverse recapitalization. The shares<br> of New EM Common Stock are allocated to New EM Common Stock and additional paid-in capital<br> using par value $0.0001 per share.
---	---
K.	Reflects<br> the adjustment of acquired intangible assets to their estimated fair values. The preliminary<br> valuation analysis identified intangible assets related to customer relationships and developed<br> technology. The calculation of fair value and estimate of useful lives is preliminary and<br> subject to change.
---	---
L.	Reflects<br> the adjustment of acquired property, plant and equipment to their estimated fair values.<br> The calculation of fair value and estimate of useful lives is preliminary and subject to<br> change.
---	---
M.	Reflects<br> the adjustment to record estimated goodwill resulting from the preliminary purchase price<br> allocation, as further described in Note 3 above.
---	---
N.	Reflects<br> the $30.8 million of New EM Common Stock issued as a portion of consideration for the<br> Operating Company acquisitions. The shares of New EM Common Stock are allocated to New EM<br> Common Stock and additional paid-in capital using par value $0.0001 per share.
---	---
O.	Reflects<br> the elimination of each Operating Company’s equity and non-controlling interest balance<br> as part of the acquisition method of accounting prescribed under ASC 805.
---	---
P.	Reflects<br> the settlement and conversion of certain KCM liability instruments into KCM common shares.<br> The KCM convertible debt of $1.2 million is converted into redeemable convertible preferred<br> stock and then converted into 1,666 common shares of KCM. The conversion of these instruments<br> is expected to occur before EM acquires the Operating Companies and has been reflected in<br> the estimated shares of common stock outstanding in the calculation of equity consideration<br> within Note 3.
---	---
Q.	Reflects<br> the net interest earned on the trust account from September 30, 2025, through December 18,<br> 2025.
---	---
R.	Reflects<br> the elimination of intercompany balances between the following entities on a combined basis<br> (in thousands):
---	---
Company	Financial<br> Statement Caption	Related<br> Party	As<br> of <br> September 30, <br> 2025
---	---	---	---	---
KCM	Accounts<br> receivable – related parties	NS<br> World	$	613
NS<br> World	Accounts<br> payable – related parties	KCM	$	613

S.	Reflects<br> the establishment of deferred tax liabilities related to the acquisition of indefinite lived<br> intangible assets and property, plant and equipment at their fair values in accordance with<br> ASC 805, as further described in Note 3. An estimated statutory rate of 19% was used for<br> the Korean Companies. The following table summarizes the deferred tax liability (asset) by<br> entity (in thousands):
	Handa<br> <br> Lab			KMMI			NS<br> World			KCM			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Intangible<br> asset fair value step-up	$	3,855		$	340		$	4,150		$	7,300		$	15,645
Property,<br> plant and equipment fair value step-up (reduction)		51			(308	)		—			(147	)		(404	)
Total<br> fair value step-up (reduction)		3,906			32			4,150			7,153			15,241
Estimated<br> statutory tax rate		19	%		19	%		19	%		19	%
Deferred<br> tax liabilities (assets)	$	742		$	6		$	788		$	1,359		$	2,895
T.	Reflects<br> the recognition of a short-term liability of $48.1 million for the cash consideration payable<br> to dissenting shareholders of the Korean Operating Companies who elected to receive cash<br> for their shares. The amount is classified as a current liability as it is expected to be<br> paid within one year of the acquisition date.
---	---
U.	Upon<br> consummation of the Business Combination, the capital structure of New EM will consist of<br> a single class of common stock and preferred stock. Authorized, issued and outstanding shares<br> for each class of common stock and preferred stock as of September 30, 2025, and on a pro<br> forma basis are as follows:
---	---
	As<br> of September 30, 2025						Pro<br> Forma Combined
---	---	---	---	---	---	---	---	---	---	---	---	---
	Authorized		Issued		Outstanding		Authorized		Issued		Outstanding
WTMA Preferred Stock		1,000,000		-		-		-		-		-
WTMA Common Stock		100,000,000		2,283,976		2,283,976		-		-		-
EM Member Units		1,000,000		1,000,000		1,000,000		-		-		-
EM Convertible Preferred Units		58,830,021		58,830,021		58,830,021		-		-		-
Handa Lab Common Stock		1,500,000		291,800		291,800		-		-		-
KMMI Common Stock		20,000,000		22,080		22,080		-		-		-
NS World Common Stock		1,006,220		289,055		289,055		-		-		-
KCM Common Stock		1,000,000		21,666		21,666		-		-		-
New EM Preferred Stock		-		-		-		1,000,000		-		-
New EM Common Stock		-		-		-		1,501,000,000		-		-

Adjustmentsto the Unaudited Pro Forma Condensed Combined Statements of Operations

1A.	Reflects<br> the elimination of investment income on the Trust Account.
2A.	Reflects<br> the estimated transaction costs of approximately $1.8 million as if incurred on January 1,<br> 2024, the date the Business Combination occurred for the purposes of the unaudited pro forma<br> condensed combined statement of operations. This is a non-recurring item.
---	---
3A.	Represents<br> the adjustment to increase amortization expense by $0.8 million for the nine months ended<br> September 30, 2025, and $1.1 million for the year ended December 31, 2024, as a result<br> of the fair value step-up for the Operating Companies’ intangible assets, as further<br> described in Note 3. Estimated useful lives used to calculate amortization expense over<br> a straight-line basis ranged from 10 to 17 years.
---	---
4A.	Reflects<br> the elimination of losses for the nine months ended September 30, 2025, related to the change<br> in fair value of EM’s CPU Share Allocation Obligation and July Investment Agreement<br> derivative, which are settled upon Closing.
---	---
5A.	Reflects<br> the elimination of EM credit loss expense directly attributable to the EM notes receivable<br> that mature and settle upon Closing.
---	---

6A.	Reflects<br> the elimination of losses for the nine months ended September 30, 2025, related to the change<br> in fair value of the NS World and KCM liability instruments which are assumed to convert<br> before Closing.
7A.	Reflects<br> the adjustment to decrease depreciation expense by $0.01 million for the nine months ended<br> September 30, 2025, and $0.013 million for the year ended December 31, 2024, as a result of<br> the incremental fair value adjustment for the Operating Companies’ property, plant<br> and equipment, as further described in Note 3.
---	---
8A.	Reflects<br> interest expense of $0.093 million related to an $80.0 million short-term bridge loan used<br> to finance the acquisition. This interest expense is a nonrecurring item, as the Company<br> intends to repay the loan in full five days after the closing date from operating cash flows.<br> The expense will not recur beyond this initial 5-day period.
---	---
9A.	Reflects<br> the elimination of intercompany transactions between the following entities on a pro forma<br> condensed combined basis (in thousands):
---	---
Company	Financial<br> Statement Caption	Related<br> Party	Nine<br> months ended <br> September 30, 2025
---	---	---	---	---
KCM	Revenue	NS<br> World	$	968
NS<br> World	Cost of sales	KCM	$	968
Company	Financial<br> Statement Caption	Related<br> Party	Year<br> ended <br> December 31, 2024
---	---	---	---	---
KCM	Revenue	NS<br> World	$	73
NS<br> World	Cost of sales	KCM	$	73

Note 5.Net Loss per Share

Net loss per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and the related transactions, assuming the shares were outstanding since January 1, 2024. As the Business Combination and the related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.

The unaudited pro forma condensed combined financial information has been prepared to present five alternative scenarios with respect to the redemption of WTMA Common Stock by WTMA public shareholders at the time of the Business Combination for the for the nine months ended September 30, 2025, and the year ended December 31, 2024:

in thousands, except share data	Nine months ended September 30, 2025 ^(1)^
Pro forma net loss	$	(16,041	)
Basic and diluted weighted average shares outstanding^(2)^		593,349,869
Pro forma net loss per share – basic and diluted	$	(0.03	)
in thousands, except share data	Year ended December 31, 2024 ^(1)^
---	---	---	---
Pro forma net loss	$	(64,137	)
Basic and diluted weighted average shares outstanding^(2)^		593,349,869
Pro forma net loss per share – basic and diluted	$	(0.11	)
(1)	Pro forma loss per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”
---	---
(2)	Potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would be anti-dilutive or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented.
---	---

Exhibit 99.8

KCM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires,references in this section to “we”, “us”, “our” and “the Company” refer to thebusiness and operations of KCM prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”)are expressed in thousands.

The following discussion and analysisof our financial condition and results of operations should be read in conjunction with our financial statements and related notes andother information included elsewhere in this proxy statement/consent solicitation statement/prospectus. This discussion contains forward-lookingstatements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factorsthat could cause or contribute to those differences include, but are not limited to, those identified below in this section and thosediscussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward — Looking Statements”included elsewhere in this proxy statement/prospectus. Additionally, our historical results are not necessarily indicative of the resultsthat may be expected for any period in the future.

Overview

KCM, established in 2021, specializes in the manufacture and sale of NdFeb powder for NdFeb permanent magnets. The Company is one of the companies operating NdFeb powder manufacture in South Korea. The Company offers diverse types of NdFeb powder with different magnetic characteristics. The Company is headquartered in Gunsan, South Korea and production takes place at headquarter.

KCM specializes in the production and supply of NdFeB powder derived from rare earth elements. Neodymium is recognized as one of the ten strategic critical minerals designated by the South Korean Ministry of Trade, Industry and Energy, playing a crucial role in advanced industries.

The Company utilizes rare earth NdPr Oxide as its primary raw material and maintains an annual production capacity of approximately 192 tons. KCM’s products serve as essential components in permanent magnets used in electric vehicles, wind turbines, and various household appliances. These products are supplied to a diverse range of domestic and international manufacturers. Notably, the Company provides neodymium permanent magnet components to customers which supplies to major automotive companies such as Hyundai and Kia for their electric vehicles, as well as to LG Electronics and other global home appliance manufacturers.

By supplying materials based on neodymium, a critical mineral, KCM plays a vital role in the global industrial ecosystem. The Company contributes significantly to the stable supply of this strategically important resource, thereby supporting the sustainability and growth of various high-tech industries.

Segments

Although there are no sector managers who are held accountable for operating and financial results or the product and service mix by sector, the Company offers multiple products, and the Chief Executive Officer of the Company, who has been determined to be the CODM, manages the Company as a whole and makes decisions at the top level.

Components of Results of Operations

Revenue

The Company manufactures Neodymium powder (“NdFeb Powder”) for Neodymium magnets which are used in manufacturing of household appliances and cars. The Company’s main products are NdFeb bonded powders with different types of magnetic characteristics. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

Cost of sales

Costs of sales represent all direct and indirect costs associated with the manufacture of our products. Cost of goods sold consists primarily of direct costs associated with inventory and delivery of the Company’s goods, including freight costs. Cost of sales also includes inventory impairment, allocated personnel-related expenses and allocated facilities and overhead costs.

Other operating income and expense

Other operating income primarily consists of government grants and other operating expense primarily includes loss on disposal of assets.

Selling, general, and administrative expenses

Selling, general and administrative expenses consist of corporate service functions such as finance expense, legal, human resources and information technology, as well as rent, utilities, depreciation, amortization and insurance costs.

Other non-operating income and expenses Interestincome

Interest income includes realized gains from short-term financial instruments and plan assets of the defined severance plan.

Interest expense

Interest expense consists of interest incurred on debts, finance lease liabilities and defined severance benefit obligations.

Gain (loss) on foreign currency

It consists of gain (loss) on translation and transaction of monetary assets and liabilities denominated in foreign currencies.

Gain (loss) on financial instruments

The Company adopted a fair value option to measure the convertible debt and its changes in fair value are recognized as gain (loss) on financial instruments.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

	Nine Months Ended September 30,
	2025					2024					Change
($ in thousands)	()		(%)			()		(%)			()		(%)
Revenues				100.0					100.0					2,136.5
Cost of Sales		)		(130.1	)		)		(1,007.3	)		)		188.9
Other operating income and losses, net				—					53.9			)		(100.0	)
Selling, general and administrative expenses		)		(28.9	)		)		(882.4	)				(26.8	)
Operating income (loss)		)		(59.0	)		)		(1,735.8	)				(24.0	)
Other non-operating income and losses, net		)		(32.7	)		)		(384.6	)		)		90.1
Income taxes (benefit)*				—					—					—
Net income (loss) from operations		)		(91.6	)		)		(2,120.3	)				(3.3	)

All values are in US Dollars.

*	not meaningful

Overall Operating result

The Company generated total revenues of $969 thousand for the nine months ended September 30, 2025, reflecting an increase compared to the corresponding period in 2024. The Company incurred an operating loss of $571 thousand for the nine months ended September 30, 2025, primarily due to the nature of the Company’s current cost structure in manufacturing. The cost of sales and selling, general, and administrative expenses largely consist of fixed-cost items such as labor-related expenses and depreciation. Operating profit increased by approximately 24% due to the resumption of operations during current period. While business performance in 2024 and 2025 has been temporarily subdued, the Company expects a recovery in the near term.

Revenues

Net revenues were $969 thousand for the nine months ended September 30, 2025, compared to $43 thousand for the nine months ended September 30, 2024. All revenues in both periods relate to merchandise and other ancillary revenue streams. Sales during the nine months of 2025 rose by approximately $926 thousand compared to the same period in 2024.

Cost of sales

This was primarily due to an increase in product sales for the nine months ended September 30, 2025. The product sales for the nine months ended September 30, 2025 are 33,200kg while there was no sale for the nine months ended September 30, 2024. The cost of goods sold for the nine months ended September 30, 2024 was mainly incurred as a result of inventory valuation losses.

Other operating income and losses, net

Other operating income and losses, net, were nil for the nine months ended September 30, 2025, as compared to $23 thousand for the nine months ended September 30, 2024. The other operating income for the nine months ended September, 2024 consists of a gain from government grants, and a loss from the disposal of a vehicle. For the nine months ended September 30, 2025, no such income and losses occurred.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $280 thousand for the nine months ended September 30, 2025, as compared to $382 thousand for the corresponding period in 2024, a decrease of $102 thousand or 26.8%. Company’s SG&A expenses mostly consist of fixed cost items such as labor costs, depreciation and taxes and due. The actual SG&A expenses for the nine months ended September 30, 2025 decreased compared to the corresponding period in 2024, due to decrease in salary payments, and also legal fees for the compensation for Damages related to the purchase of raw materials were not yet incurred for the nine months ended September 30, 2025, compared to the corresponding period in 2024, resulting in a slight decrease in SG&A expenses.

Interest expense

Interest expense was $98 thousand for the nine months ended September 30, 2025, as compared to $87 thousand for the nine months ended September 30, 2024, an increase of $11 thousand, or 13%. The increase in interest expenses is attributable to the rise in outstanding borrowings. During the nine months ended September 30, 2025, average borrowings decreased by $25 thousand compared to the nine months ended September 30, 2024.

Loss on financial instruments

Loss on financial instruments was $326 thousand for the nine months ended September 30. This occurred entirely due to changes in the fair value of the convertible debt.

Results of Operations for the Years Ended December 31, 2024 and 2023 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

	Year Ended December 31,
	2024					2023					Change
($ in thousands)	()		(%)			()		(%)			()		(%)
Revenues				100.0					100.0			)		(92.9	)
Cost of Sales		)		(829.2	)		)		(84.3	)				(29.7	)
Other operating income and losses, net				46.2					16.9			)		(80.5	)
Selling, general and administrative expenses		)		(425.4	)		)		(31.5	)				(3.5	)
Operating income (loss)		)		(1,108.4	)				1.1			)		(7,359.7	)
Other non-operating income and losses, net		)		(209.8	)		)		(12.1	)		)		24.3
Income taxes (benefit)*				1.5			)		(0.2	)				(145.2	)
Net income (loss) from operations		)		(1,319.7	)		)		(10.7	)		)		778.8

All values are in US Dollars.

*	not meaningful

Overall Operating result

The Company generated total revenues of $116 thousand for the year ended December 31, 2024, reflecting a decrease compared to the corresponding period in 2023. The Company incurred an operating loss of $1,286 thousand for the year ended December 31, 2024, and the operating margin significantly declined in 2024 primarily due to the nature of the Company’s cost structure in manufacturing. The cost of sales and selling, general, and administrative expenses largely consist of fixed-cost items such as labor-related expenses and depreciation. Despite a significant decline in product sales revenue due to lower selling prices during this period, these fixed costs continued to be incurred, resulting in a decrease in operating profit. While business performance in 2024 has been temporarily subdued, the Company expects a recovery in the near term.

Revenues

Revenues were $116 thousand for the year ended December 31, 2024, as compared to $1,623 thousand for the year ended December 31, 2023, a decrease of $1,507 thousand. This was primarily due to the decrease in the price of rare earth raw materials in 2024 as the selling price of NdFeb Powder fell below its production cost. The Company has temporarily suspended the sale of NdFeb Powder in 2024.

Cost of sales

Cost of sales was $962 thousand for the year ended December 31, 2024, as compared to $1,369 thousand for the year ended December 31, 2023, a decrease of $407 thousand. This was primarily due to a decrease in total input costs and sales volume. This reduction is attributed to a decrease in total input costs of $1,037 thousand, while sales of finished goods in 2024 declined by 95.5% compared to 2023. The cost of goods sold decreased by $407 thousand, which is due to a temporary absence of product sales for the year ended December 31, 2024. The cost of goods sold was mainly incurred as a result of inventory valuation losses.

Other operating income and losses, net

Other operating income and losses, net, were $53 thousand for the year ended December 31, 2024, as compared to $275 thousand for the year ended December 31, 2023, a decrease of $222 thousand, or 80.5%. The other operating income for the year ended December 31, 2023 consists of a gain from the disposal of tangible assets (land and machinery), from government grants, and by scrap sales, with no losses recorded. However, for the year ended December 31, 2024, other operating income and losses, net, included $61 thousand from government grants and $8 thousand losses on the disposal of assets resulting from the sale of a vehicle and a building, leading to a decrease in other operating income and losses, net.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $493 thousand for the year ended December 31, 2024, as compared to $511 thousand for the corresponding period in 2023, a decrease of $18 thousand. This was primarily due to the exchange rate effect (an increase in the average exchange rate for the year ended December 31, 2024 compared to the corresponding period in 2023). Most of Company’s SG&A expenses consist of fixed cost items such as labor costs, depreciation and tax expense (mostly pension contributions). For the year ended December 31, 2024, actual SG&A expenses decreased compared to the same period in 2023. Although depreciation costs for right-of-use assets and service fees paid to accounting firms for IPO preparation increased, the overall decline in salaries and bonuses had a greater offsetting effect, leading to a reduction in total SG&A expenses.

Interest expense

Interest expense was $127 thousand for the year ended December 31, 2024, as compared to $122 thousand for the year ended December 31, 2023, an increase of $5 thousand, or 4%. During the year ended December 31, 2024, there was an additional net borrowing of $508 thousand, but there only was an increase of $114 thousand in the debt balance (excluding convertible debt) compared to the end of 2023, due to the depreciation of the KRW.

Loss on financial instruments

Loss on financial instruments was $141 thousand for the year ended December 31, 2024, as compared to loss of $80 thousand for the year ended December 31, 2023. This occurred entirely due to changes in the fair value of the convertible debt.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business is capital intensive and requires substantial expenditure for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financing, other third-party funding, and operational cash flow. Our liquidity as of September 30, 2025, and December 31, 2024, is as follows:

($ in thousands)	September 30, <br> 2025			December 31, <br> 2024
Cash and cash equivalents		18			5
Working capital		(1,230	)		750

Our future liquidity requirements will depend on many factors, including funding needed to support other business opportunities and expenditures, and funding for working capital and general corporate purposes. We expect to satisfy our liquidity requirements through cash on hand, cash generated from the operations and additional financing. During the nine months ended September 30, 2025, we raised approximately $126 thousand in additional capital financing.

Cash Flows

Cash flows associated with operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024, are summarized as follows:

	Nine Months Ended <br> September 30,						Change
($ in thousands)	2025			2024			()		(%)
Net cash provided by operating activities		90			(644	)				(114.0	)
Net cash provided by investing™ activities		(1	)		152			)		(100.7	)
Net cash provided by financing activities		(75	)		402			)		(118.7	)
Net (decrease)/increase in cash and cash equivalents		14			(90	)				(115.6	)

All values are in US Dollars.

Net Cash Provided by (Used in) Operating Activities

Cash flows provided by operating activities were $90 thousand for the nine months ended September 30, 2025, as compared to ($644) thousand for the nine months ended September 30, 2024, an increase of cash inflow amounting to $734 thousand. The change is primarily related to an increase in net cash inflow from changes in operating assets of $409 thousand. That net cash inflow from changes in operating assets is primarily related to an increase in inventory assets of $922 thousand.

Net Cash (Used in) Provided by Investing Activities

Cash flows used in investing activities were $1 thousand for the nine months ended September 30, 2025, as compared to $152 thousand cash inflows for the nine months ended September 30, 2024, a decreased inflow of $153 thousand. The decrease is primarily related to a decrease in cash inflows of $170 thousand from disposal of short-term financial instruments, a decrease in cash outflows of $30 thousand from acquisition of short-term financial instruments and a decrease in cash outflows of $47 thousand from acquisition of property, plant and equipment, respectively.

Net Cash (Used in) Provided by Financing Activities

Cash flows used in financing activities were $75 thousand for the nine months ended September 30, 2025, as compared to $402 thousand cash inflows for the nine months ended September 30, 2024, a decrease of $477 thousand cash inflows. The decrease is primarily related to a decrease in cash inflows of $301 thousand from short-term borrowings, an increase in cash outflows of $87 thousand from repayment of short-term borrowings and an increase in cash outflows of $92 thousand from repayment of long-term borrowings.

Cash flows associated with operating, investing, and financing activities for the year ended December 31, 2024 and 2023, are summarized as follows:

	Year Ended <br><br>December 31						Change
($ in thousands)	2024			2023			()		(%)
Net cash used in operating activities		(735	)		(1,839	)				(60.0	)
Net cash provided by investing activities		151			855			)		(82.3	)
Net cash provided by financing activities		483			680			)		(29.0	)
Net (decrease)/increase in cash and cash equivalents		(101	)		(304	)				(66.8	)

All values are in US Dollars.

Net Cash Used in Operating Activities

Cash flows used in operating activities were $735 thousand for the year ended December 31, 2024, as compared to $1,839 thousand for the year ended December 31, 2023, a decrease of outflows amounting to $1,104 thousand. The change is primarily related to a decrease in net income of $1,095 thousand and an increase in net cash inflow from changes in operating assets of $918 thousand. That net cash inflow from changes is primarily related to an increase in inventory assets of $348 thousand and a decrease in accounts payable of $364 thousand.

Net Cash Provided by Investing Activities

Cash flows provided by investing activities were $151 thousand for the year ended December 31, 2024, as compared to $855 thousand for the year ended December 31, 2023, a decreased cash inflows of $704 thousand. The decrease is primarily related to a decrease in cash inflows of $1,068 thousand from property, plant and equipment disposal, an increase in cash inflows of $169 thousand from short-term financial instruments disposal and a decrease in cash outflows of $116 thousand from acquisition of short-term financial instruments and a decrease in cash outflows of $79 thousand from acquisition of property, plant and equipment.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $483 thousand for the year ended December 31, 2024, as compared to $680 thousand for the year ended December 31, 2023, a decrease of $197 thousand. The decrease is primarily related to a decrease in cash inflows of $766 thousand from convertible debt, a decrease in cash inflows of $536 thousand from long-term borrowings, an increase in cash inflows of $584 thousand from short- term borrowings and a decrease in cash outflows of $377 thousand from long-term borrowings.

Debt

Redeemable Convertible Preferred Stock

On April 14, 2025, Convertible bonds were converted into 1,666 shares of RCPS upon the exercise of conversion rights by the holder, Korea SMEs and Startups Agency. The redeemable convertible preferred stock bears a fixed interest rate of 3% per annum and matures in 2035. As part of the issuance terms, the conversion ratio of the redeemable convertible preferred stock is subject to adjustment upon the occurrence of certain events by refixing at 70 percent of the initial convertible price as a minimum level. Therefore, the Company classified the redeemable convertible preferred stock as a liability together with separating the conversion option.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of September 30, 2025:

($ in thousands)	2025
Finance lease^(1)^		7	29	26	17	8	3	90
Debt obligations^(2)^		957	252	538	421	401	542	3,111
Total		964	281	564	438	409	545	3,201
(1)	Future lease payment obligations for operating and finance lease<br>liabilities.
---	---
(2)	Short-term and long-term debt principal repayment obligations,<br>$2,581 thousand to the banks and $530 thousand to the Company’s CEO and the others.
---	---

As of September 30, 2025, there have been no material changes to our contractual obligations and commitments since December 31, 2024.

Going Concern

These financial statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, there is substantial doubt about the

Company’s ability to continue as a going concern exists.

Primarily due to underperformance, the Company incurred losses of $888 thousand and net cash inflows from operations of $90 thousand for the nine months ended September 30, 2025. The Company incurred losses of $1,531 thousand and net cash outflows from operations of $735 thousand for the year ended December 31, 2024. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact on our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

Our cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and fair market value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

Off-Balance Sheet Arrangements

During the period presented, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies and Use of Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies of the accompanying financial statements of the Company included elsewhere in this proxy statement/prospectus. Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest amount of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the financial statements.

Allowance for Credit Losses

The allowance is estimated over the contractual term of the financial asset and adjusted for expected prepayments. The contractual term excludes any extensions, renewals, and modifications, unless the borrower has a contractual option that provides it with the unilateral ability to extend the maturity date. The Company does not have any off-balance-sheet credit exposures. Subsequent changes (favorable and unfavorable) in expected credit losses each period is recognized immediately in net income as a credit loss expense or a reversal of credit loss expense.

Revenue Recognition

The Company only has revenue from customers. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and the control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer, and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

The Company’s primary source of revenue is product revenues of NdFeb powder for NdFeb magnets which are used in manufacturing of household appliances and cars. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract. Such contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices, as such, rebates or discounts are not provided. The Company provides an assurance type warranty on all of its products, which are not separate performance obligations and are outside the scope of ASC 606. There were no loss contingencies related to warranties recorded as of September 30, 2025 and December 31, 2024.

Estimating Fair Value of Redeemable Convertible Preferred Stock

The Company does not have a history of market price on the Company’s redeemable convertible preferred stock (the “RCPS”) because the Company is not publicly traded. As such, the fair value of the RCPS was determined using the Tsiveriotis-Fernandes model (the “T-F Model”).

The T-F Model separates convertible hybrid instruments into equity value and debt value. The risk-neutral probability is applied to the equity value, discounted at the risk-free interest rate, while the debt value is discounted at the risk interest rate reflecting the credit risk of the Company. The model calculates each value separately and measures the value of the hybrid financial product through the summation of these two values, known as the blended discount model. The T-F Model distinguishes discount rates that align with the expected future cash flows inherent in the option structure within complex financial instruments, which aligns with the characteristics of cash flows.

The following assumptions were used in determining the fair value of the RCPS as of September 30, 2025:


Risk-neutral probability	47.5	%
Risk-free interest rate	3.2	%
Risk interest rate reflecting the credit risk of the obligor	34.3	%

Foreign Currency

The functional currency of the Company is the Korean Won. Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates at the dates of the transactions. Transaction gains and losses are included in Gain/Loss on foreign currency in the statements of operations. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date, which are included in the Effect of exchange rate changes on cash and cash equivalents in the statements of cash flows.

Assets and liabilities of the Company are translated into U.S. dollars, the reporting currency, at the exchange rate in effect at the end of each period. Revenue and expenses for the Company are translated into U.S. dollars using average rates that approximate those in effect during the period. Currency translation adjustments are included in Accumulated other comprehensive loss, a separate component of Stockholders’

deficit.

Recent Accounting Pronouncement

See Note 1.(22) to the audited annual financial statements for the years ended December 31, 2024 and 2023, which are incorporated by reference into this Current Report on Form 8-K, and Note 1.(5) to the unaudited interim condensed financial statements for the nine months ended September 30, 2025 and 2024, which are included in this Current Report on Form 8-K, for information regarding recently issued accounting pronouncements not yet adopted as of the respective statement of financial position dates.

Exhibit 99.9

KMMI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the contextotherwise requires, references in this section to “we”, “us”, “our” and “theCompany” refer to the business and operations of KMMI prior to the Business Combination. Unless otherwise indicated, alldollar amounts (“$”) are expressed in thousands.

The followingdiscussion and analysis of our financial condition and results of operations should be read in conjunction with our financialstatements and related notes and other information included elsewhere in this proxy statement/prospectus. This discussioncontains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from suchforward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, thoseidentified below in this section and those discussed in the sections titled “Risk Factors” and “CautionaryStatement Regarding Forward — Looking Statements” included elsewhere in this proxy statement/prospectus. Additionally,our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

KMMI was established in 2021 and specializes in the manufacture and sales of NdPr block magnets and magnets for traction motors that are used in aerospace and defense, automotive, energy plants and various other industries. The Company manufactures NdPr block magnets and magnets for traction motors that are used in aerospace and defense, automobile, energy plant and other various industries.

The Company has been preparing its operation by purchasing related equipment and machines since 2021, thus, revenue from contracts with the customers has not yet been occurred as of the end of the reporting period. With the successful completion of prototype production during the first half of 2024, the Company is making efforts to secure the market end-user and run business in order to initiate its operation in April 2026.

KMMI is strategically positioned in the rare earth magnet industry, with a focus on NdFeb magnets. Our manufacturing process encompasses state-of-the-art facilities for hydrogen decrepitation, jet milling, pressing and shaping, and sintering and heat treating, enabling us to produce high-performance magnets with controlled orientation and specific strength.

Looking ahead to 2026, the Company plans to expand its capabilities to include NdFeB alloy production, further integrating our supply chain. Our products cater to diverse markets including Aerospace and Defense, Automotive, Energy, Industrials, Consumer Appliances, and Healthcare Technology. This diversified market presence positions the Company to capitalize on the growing demand for rare earth magnets across multiple industries.

Our strategic focus on these sectors, combined with our technological expertise, ensures that we are well- positioned to meet the global demand for high-performance magnets in the years to come.

Segments

Although there are no sector managers who are held accountable for operating and financial results or the product and service mix by sector, the Company now plans to offer multiple products and the Chief Executive Officer of the Company, who has been determined to be the CODM, manages the Company as a whole and makes decisions at the top level.

Components of Results of Operations

Selling, general and administrative expenses

SG&A expenses primarily consist of employee-related costs, depreciation on buildings and equipment, amortization of right-of-use assets, professional and service fees, lease and utilities expense.

Other operating income

Other income includes miscellaneous income and government grants.

Other non-operating income and expense

Other expense primarily includes other costs consist of miscellaneous loss and amortization of accumulated actuarial loss and loss on disposal of tangible assets.

Interest income

Interest income primarily includes realized gain on cash equivalent and unrealized gain on short-term loan.

Interest expense

Interest expense primarily consists of interest incurred on our finance leases and outstanding debts.

Gain (loss) on foreign currency

It consists of gain (loss) on translation and transaction of monetary assets and liabilities in foreign currencies.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

	Nine Months Ended September 30, 2025
	2025				2024				Change
($ in thousands)	()		(%)		()		(%)		()		(%)
Revenues				—				—				—
Cost of Sales				—				—				—
Other operating income				—				—				—
Selling, general and administrative expenses		)		—		)		—		)		43.1
Operating loss		)		—		)		—		)		42.7
Other non-operating income and losses, net				—				—		)		(61.8	)
Income taxes(benefit)*				—				—				—
Net loss from operations		)		—		)		—		)		48.4

All values are in US Dollars.

*	not meaningful

Selling, general and administrative expenses

Selling, general and administrative expenses were $936 thousand for the nine months ended September 30, 2025, as compared to $654 thousand for the nine months ended September 30, 2024, an increase of $282 thousand, or 43.1%. This was primarily due to the increased number of employees and an increase in electricity expense associated with factory operational preparation and an increase in depreciation expenses with the acquisition of property, plant, and equipment.

Other Income

Interest income consisting of other income was $16 thousand for the nine months ended September 30, 2025, which was similar with $16 thousand for the same period in 2024. The amount of change is not material and was primarily due to the impact of translation adjustments.

In addition, gain on foreign currency consisting of other income was $13 thousand for the nine months ended September 30, 2025, as compared to $46 thousand for the nine months ended September 30, 2024, a decrease of $33 thousand, or 71.7%. This was primarily due to decreased balance of monetary assets in foreign currencies and a decrease of gain on foreign exchange transaction incurred by equipment purchase in foreign currencies.

Other expense

Interest expense consisting of other expense was $19 thousand for the nine months ended September 30, 2025, as compared to $21 thousand for the nine months ended September 30, 2024, a decrease of $2 thousand, or 9.5%. This was primarily due to a decrease in interest expense resulting from lease amortization.

Loss on foreign currency consisting of other expense was not incurred for the nine months ended September 30, 2025, as compared to $6 thousand for the nine months ended September 30, 2024, a decrease of $6 thousand, or 100%. This was primarily due to exchange rate increases on foreign currency monetary assets, resulting in translation gains rather than losses.

Results of Operations for the Years Ended December 31, 2024 and 2023 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

	Year Ended December 31,
	2024				2023				Change
($ in thousands)	()		(%)		()		(%)		()		(%)
Revenues				—				—				—
Cost of Sales				—				—				—
Other operating income				—				—		)		(100.0	)
Selling, general and administrative expenses		)		—		)		—		)		31.1
Operating loss		)		—		)		—		)		33.9
Other non-operating income and losses, net				—				—		)		(70.9	)
Income taxes(benefit)*				—				—				—
Net loss from operations		)		—		)		—		)		43.6

All values are in US Dollars.

*	not meaningful

Selling, general and administrative expenses

Selling, general and administrative expenses were $869 thousand for the twelve months ended December 31, 2024, as compared to $663 thousand for the twelve months ended December 31, 2023, an increase of $206 thousand, or 31.1%. This increase was primarily due to the higher number of employees, an increase in electricity expenses associated with factory operational preparation, an increase in depreciation expenses with the acquisition of property, plant, and equipment, and other contributing factors.

Other Income

Gain on foreign currency consisting of other income was $61 thousand for the years ended December 31, 2024, as compared to $69 thousand for the years ended December 31, 2023, a decrease of $8 thousand, or 11.8%. This was primarily due to decreased balance of monetary assets in foreign currencies and a decrease of gain on foreign exchange transaction incurred by equipment purchase in foreign currencies.

Other expense

Interest expense consisting of other expense was $30 thousand for the years ended December 31, 2024, as compared to $24 thousand for the years ended December 31, 2023, an increase of $6 thousand, or 27.9%. This was primarily due to an increase of interest expense incurred for debts.

Loss on foreign currency consisting of other expense was $37 thousand for the year ended December 31, 2024 as compared to $11 thousand for the year ended December 31, 2023, an increase of $26 thousand, or 243.9%. This was primarily incurred by equipment purchase in foreign currencies and foreign debt.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business requires expenditures for, among other things, maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents and operational cash flow. Our liquidity as of September 30, 2025, is as follows (in thousands):

	September 30,			December 31,
($ in thousands)	2025			2024
Cash and cash equivalents		164			493
Restricted cash		37			34
Working capital(negative)		(81	)		334
Accumulated deficit		(3,024	)		(2,105	)

Cash Flows (in thousands, except as otherwise noted)

Cash flows associated with operating, investing, and financing activities for the nine months ended September 30, 2025, and 2024 are summarized as follows:

	Nine Months Ended <br><br>September 30,						Change
($ in thousands)	2025			2024			()		(%)
Net cash used in operating activities		(722	)		(447	)		)		61.5
Net cash used in investing activities		413			(17	)				(2,529.4	)
Net cash provided by financing activities		(41	)		100			)		(141.0	)
Net decrease in cash and cash equivalents		(350	)		(364	)				4.1

All values are in US Dollars.

Net Cash Used in Operating Activities

Cash flows used in operating activities were $722 thousand for the nine months ended September 30, 2025, primarily related to a net loss of $920 thousand, partially offset by $175 thousand in adjustments reconciling net loss to net cash used in operating activities of continuing operations.

Net Cash Used in Investing Activities

Cash flows used in investing activities were $413 thousand for the nine months ended September 30, 2025, primarily due to cash outflows for collection of loans.

Net Cash Provided by Financing Activities

Cash flows used in financing activities were $41 thousand for the nine months ended September 30, 2025, primarily related to repayments of long-term debt of $28 thousand and lease liabilities of $13 thousand.

Cash flows associated with operating, investing, and financing activities for the years ended December 31, 2024, and December 31, 2023 are summarized as follows:

	Year Ended<br> December 31,						Change
($ in thousands)	2024			2023			()		(%)
Net cash used in operating activities*		(585	)		(411	)		)		42.34
Net cash used in investing activities		(44	)		(1,542	)				(97.15	)
Net cash provided by financing activities		95			905			)		(89.50	)
Net decrease in cash and cash equivalents		(534	)		(1,048	)				(49.05	)

All values are in US Dollars.

*	not meaningful

Net Cash Used in Investing Activities

Cash flows used in investing activities were $44 thousand for the year ended December 31, 2024, with cash outflows of acquisitions of property, plant and equipment.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $95 thousand for the year ended December 31, 2024, primarily related to $110 thousand in proceeds from short-term debts.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of September 30, 2025:

($ in thousands)	2025
Operating lease^(1)^		—	18	7	—	—	25
Finance lease^(1)^		—	22	2	—	—	24
Debt obligations^(2)^		—	47	969	79	298	1,393
Total		—	87	978	79	298	1,442
(1)	Future lease payment obligations for operating and finance lease liabilities.
---	---
(2)	Long-term debt principal repayment obligations for individual cash loans, our bank loans, and loans<br>provided by Korea Small and Medium-sized Enterprises and Startups Agency and Industrial bank of Korea.
---	---

As of September 30, 2025, there have been no material changes to our contractual obligations and commitments since December 31, 2024.

Going Concern

Primarily due to the absence of revenue sources and a focus on fixed asset investments as a newly established entity, the Company continued to incur net losses of $920 thousand for the nine-month period ended September 30, 2025 and net cash outflows from operating activities of $722 thousand for the nine-months ended September 30, 2025. At September 30, 2025, the Company had net negative working capital of $81 thousand which excludes the cash and cash equivalents of $164 thousand. As of December 31, 2024, the Company reported no revenues, and net positive working capital of $334 thousand and net negative working capital of $937 thousand as of December 31, 2024 and 2023, respectively. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months and to support its business development objectives, the attainment of which is not assured.

The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, upon the economic environment and the Company’s current capability, there is no guarantee that the Company will be able to access future equity or debt financing when needed. Ultimately, the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and achieving a level of revenues adequate to support the Company’s cost structure. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company’s cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. As of September 30, 2025 and December 31, 2024, the Company had $200 thousand and $527 thousand of cash and cash equivalents, including restricted cash, respectively. The Company’s investments are exposed to market risk due to fluctuations in interest rates, which may affect its interest income and fair market value of its investments. However, due to the short-term nature of the Company’s investment portfolio, the Company does not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of its portfolio. The Company therefore does not expect its operating results or cash flows to be materially affected by a sudden change in market interest rates.

Foreign Currency Exchange Risk

The Company’s revenue is generated globally in multiple currencies, primarily the Korean won and U.S. dollar. The results of current and future operations and cash flows are therefore subject to fluctuations due to changes in foreign currency exchange rates. As the impact of foreign currency exchange rates has not been material to the Company’s historical operating results, the Company has not entered derivative or hedging transactions but may do so in the future if exposure to foreign currency becomes more significant.

Tariff and Trade Policy Risk

Recent and potential future changes to U.S. trade policy, including the implementation and potentially further expansion of tariffs under the Trump administration, may materially impact global supply chains and trade dynamics that are relevant to the Company’s operations. In particular, the imposition of new or increased tariffs on imports from manufacturing economies — including the Republic of Korea, where the Company’s operations are currently based — could have a direct impact on the Company’s financial condition and results of operations.

Such tariffs may result in either favorable or adverse effects. For example, tariffs imposed on Chinese- manufactured magnets could enhance the competitiveness of the Company’s products in the U.S. market by positioning the Company as a non-China supplier. Conversely, tariffs on raw materials or intermediate goods sourced from impacted regions could increase the Company’s input costs or limit access to critical materials necessary for production.

In response to the imposition of tariffs by the United States, China has enacted export controls on rare earth elements — materials that are essential to the Company’s sintered magnet production and are currently dominated by Chinese supply. If tariff conflicts between the United States and China were to escalate further, such export controls may become even more restrictive, not only with respect to direct U.S. buyers, but also potentially to companies with affiliations or commercial ties to the United States. As a result, the Company may experience increasing difficulty in procuring rare earth materials at competitive prices or in adequate volumes.

While the Company may seek to secure alternative sources of rare earth materials from suppliers outside of China, such alternative suppliers may also raise their prices due to tightening global supply and increased demand. These developments could adversely affect the Company’s cost structure and financial performance. However, given that rare earth elements are widely recognized as strategic and critical materials for the U.S. defense industry and European economies, the Company expects that any increase in raw material procurement costs would likely be reflected in selling prices to customers over time, thereby partially offsetting the financial impact.

Due to the uncertainty surrounding the scope, timing, and implementation of any such trade measures — as well as the complexity of global supply chain responses — the Company is currently unable to reasonably quantify the potential impact of these developments on its prospective financial statements included herein. The Company will continue to monitor developments in international trade policy and evaluate appropriate risk mitigation strategies as circumstances evolve.

Off-Balance Sheet Arrangements

Critical Accounting Policies and Use of Estimates

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Property, plant and equipment under finance leases are stated at the present value of the lease payments.

Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: buildings range from 30 to 40 years, facility equipment and fixtures range from 5 to 10 years, machineries are 10 years, and vehicles are 5 years.

Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

Foreign Currency

The functional currency of the Company is the Korean Won. Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates at the dates of the transactions. Transaction gains and losses are included in “Gain on foreign currency” and “Loss on foreign currency” in the statements of operations. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date, which are included in the “Effect of exchange rate changes on cash and cash equivalents, and restricted cash” in the statements of cash flows.

Assets and liabilities of the Company are translated into U.S. dollars, the reporting currency, at the exchange rate in effect at the end of each period. Income and expenses for the Company are translated into U.S. dollars using average rates that approximate those in effect during the period. Foreign currency translation adjustments are included in “Accumulated other comprehensive income” a separate component of stockholders’ equity.

Recent Accounting Pronouncements

See Note 1.(20) to the audited annual financial statements for the years ended December 31, 2024 and 2023, which are incorporated by reference into this Current Report on Form 8-K, and Note 1.(4) to the unaudited interim condensed financial statements for the nine months ended September 30, 2025 and 2024, which are included in this Current Report on Form 8-K, for information regarding recently issued accounting pronouncements not yet adopted as of the respective statement of financial position dates.

Exhibit 99.10

NS WORLD’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwiserequires, references in this section to “we”, “us”, “our” and “the Company” refer to thebusiness and operations of NS World prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”)are expressed in thousands.

The followingdiscussion and analysis of our financial condition and results of operations should be read in conjunction with our financialstatements and related notes and other information included elsewhere in this proxy statement/prospectus. This discussion containsforward-looking statements that involve risks and uncertainties. Our actual results differ materially from such forward-lookingstatements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below inthis section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward— Looking Statements” included elsewhere in this proxy statement/prospectus. Additionally, our historical results arenot necessarily indicative of the results that may be expected for any period in the future.

Overview

NS World was incorporated in 2013 and the Company’s registered office is located at 99, Naechuoksu-gil, Bugi-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea. The Company specializes in the manufacturing and sale of magnetic components for automobiles and electronic appliances. The Company has operations located throughout Korea. The Company owns one building and one plot of land, both of which are pledged as collateral with the Industrial Bank of Korea.

The Company specializes in manufacturing magnetic components required across rapidly evolving automotive and home appliance industries, which can be divided into three key sectors: automotive, home appliances, and other industries.

In the automotive sector, the Company provides magnetic components designed to meet the performance demands of magnets required in extreme operating conditions for automotive parts. The Company offers a wide range of magnet products, from motor drive magnets to advanced magnets for various magnetic sensors, ensuring seamless integration with surrounding components through material diversification and insert molding.

In the home appliances sector, the Company supplies a variety of magnets used in low-noise, high- efficiency BLDC motors. These magnets are combined with mold design technology to achieve maximum efficiency from complex shapes using the same raw materials. The product range includes ferrite magnets and magnets made from NdFeB materials, designed to meet diverse customer specifications.

In other industries, the Company produces ferrite sintered magnets for large-capacity AC motors, meeting a wide range of customer requirements. Additionally, the Company manufactures ferrite magnet resins by compounding anisotropic or isotropic ferrite powder with binders, enabling injection molding for various applications.

The Company has made significant advancements since 2013, starting with the patent acquisition for a resin composition and manufacturing method for bonded magnets. In 2014, it obtained the IATF 16949 certification, and in 2015, successfully localized permanent magnet materials through a three-year, 2.4 billion KRW project. Since 2015, the Company has actively participated in government-led technology innovation and development projects under the Ministry of Trade, Industry and Energy and the Ministry of SMEs and Startups. In 2020, it was designated as a specialized company for materials, parts, and equipment, and in 2023, it received the Root Enterprise Certification from the Korea Institute of Industrial Technology.

Segments

Although there are no sector managers who are held accountable for operating and financial results or the product and service mix by sector, the Company offers multiple products and the Chief Executive Officer of the Company, who has been determined to be the CODM, manages the Company as a whole and makes decisions at the top level.

Components of Results of Operations

Revenue

The Company derives revenue from the sale of products, which are components for automotive and home appliance magnets. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

Cost of sales

Cost of sales represents all direct and indirect costs associated with the manufacture of our products. Cost of goods sold primarily consists of direct costs associated with inventory and delivery of the Company’s goods, including freight costs. Cost of sales also includes inventory impairment, allocated personnel-related expenses and allocated facilities and overhead costs.

Other operating income

Other operating income consists of government grant income, rental income, income from the provision of technical services, gain on the disposal of tangible assets, and brokerage income.

Selling, general, and administrative expenses

SG&A expenses consist of corporate service functions such as finance, legal, human resources and information technology expenses, as well as rent, utilities, depreciation, amortization and insurance costs.

Other non-operating income

Other non-operating income includes interest income, gain on foreign currency and other income.

Gain on foreign currency includes gain on translation and transaction of monetary assets and liabilities denominated in foreign currencies.

Interest income primarily includes realized gains from bank deposits and investments with financial instruments.

Other non-operating expenses

Other non-operating expenses include interest expense, loss on foreign currency and other expenses*.*

Interest expense primarily consists of interest incurred on our finance leases, financing obligations and outstanding loans.

Loss on foreign currency includes loss on translation and transaction of monetary assets and liabilities denominated in foreign currencies.

Other expenses, other than interest expense and loss on foreign currency, primarily include amortization of accumulated actuarial loss.

Gain (loss) on financial instruments

The Company measures a fair value of redeemable convertible preferred stock and its changes in fair value is recognized as gain (loss) on financial instruments.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 (in thousands, except as otherwise noted

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

	Nine Months Ended September 30,
	2025					2024					Change
($ in thousands)	()		(%)			()		(%)			()		(%)
Revenues				100.0					100.0					4.1
Cost of Sales		)		(81.5	)		)		(82.4	)		)		3.0
Other operating income				1.1					2.3			)		(50.5	)
Selling, general and administrative expenses		)		(23.9	)		)		(21.3	)		)		17.1
Operating income (loss)		)		(4.3	)		)		(1.4	)		)		(233.3	)
Other non-operating income and losses, net		)		(1.1	)		)		(8.1	)				85.4
Income taxes (benefit)*				-					-					-
Net income(loss) from operations		)		(5.4	)		)		(9.5	)				40.5

All values are in US Dollars.

*	not meaningful

Overall operating results

The Company generated total revenues of $4,919 thousand for the nine months ended September 30, 2025, reflecting a slight increase compared to the corresponding period in 2024. The Company incurred an operating loss of $210 thousand for the nine-month period ended September 30, 2025. Additionally, the operating margin declined from (-)1.3% in September 30, 2024 to (-)4.3% in September 30, 2025, primarily due to increase in Selling, general and administrative expenses.

Net sales

Net sales were $4,919 thousand for the nine months ended September 30, 2025 as compared to $4,724 thousand for the nine months ended September 30, 2024, an increase of $195 thousand, or 4.1%. Sales of the Company showed a slight increase due to increased demand from a major client.

Cost of sales

Cost of sales were $4,007 thousand for the nine months ended September 30, 2025 as compared to $3,892 thousand for the nine months ended September 30, 2024, an increase of $115 thousand, or 3%. The increase in cost of sales was primarily attributable to an increase of approximately 4.1% in sales compared to the

nine months ended September 30, 2024.

Other operating income

Other operating income was $54 thousand for the nine months ended September 30, 2025 as compared to $109 thousand of other operating income for the nine months ended September 30, 2024, a decrease of $55 thousand, or 50.5%. This was primarily due to the decrease of government grant income.

Selling, general and administrative expenses

Selling, general and administrative expenses were $1,176 thousand for the nine months ended September 30, 2025 as compared to $1,004 thousand for the nine months ended September 30, 2024, an increase of $172 thousand, or 17.1%. This was primarily due to the Executive Salaries and Packaging Costs.

Other non-operating income

Gains on foreign currency mainly consisting of non-operating income was $306 thousand for the nine months ended September 30, 2025 as compared to $48 thousand for the nine months ended September 30, 2024, an increase of $258 thousand, or 537.5%. This was primarily due to the increased exposure to foreign exchange fluctuations as a result of higher collections of receivables, repayment of debts, and new foreign currency borrowings compared to the previous period.

Other non-operating losses

Interest expense was $139 thousand for the nine months ended September 30, 2025, compared to $96 thousand for the nine months ended September 30, 2024, an increase of $43 thousand, or 44.0%. This increase was primarily due to the increase in interest rates.

Loss on foreign currency was $204 thousand for the nine months ended September 30, 2025 as compared to $25 thousand for the nine months ended September 30, 2024, an increase of $179 thousand, or 726%. This was primarily due to the increased exposure to foreign exchange fluctuations as a result of higher collections of receivables and repayment of debts compared to the previous period.

The loss on valuation of redeemable convertible preferred stock, classified as non-operating expenses, was $12 thousand for the nine months ended September 30, 2025 as compared to $275 thousand for the nine months ended September 30, 2024, a decrease of $263thousand, or 95.6%.

Results of Operations for the Years Ended December 31, 2024 and 2023 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line it

	Year Ended December 31,
	2024					2023					Change
($ in thousands)	()		(%)			()		(%)			()		(%)
Revenues				100.0					100.0			)		(15.2	)
Cost of Sales		)		(86.2	)		)		(88.8	)				(17.6	)
Other operating income				2.4					2.4			)		(14.5	)
Selling, general and administrative expenses		)		(20.2	)		)		(15.3	)		)		12.0
Operating loss		)		(4.0	)		)		(1.7	)		)		(100.0	)
Other non-operating income and losses, net		)		(2.5	)		)		(5.9	)				(69.6	)
Income taxes (benefit)*				—					—					—
Net loss from operations		)		(6.6	)		)		(7.6	)				(31.5	)

All values are in US Dollars.

*	Not meaningful

Overall operating result

The Company generated total revenues of $6,051 thousand, reflecting a slight decrease compared to the corresponding period in 2023. The Company continued to incur an operating loss of $244 thousand for the year ended December 31, 2024. Additionally, the operating margin declined from (-) 1.7% in 2023 to (-) 4.0% in 2024, primarily due to the increase in selling, general and administrative expenses.

Revenues

Revenues were $6,051 thousand for the year ended December 31, 2024 as compared to $7,134 thousand for the year ended December 31, 2023, a decrease of $1,083 thousand, or 15.2%. This was primarily due to the decrease in domestic sales.

Cost of sales

Cost of sales were $5,218 thousand for the year ended December 31, 2024 as compared to $6,335 thousand for the year ended December 31, 2023, a decrease of $1,117 thousand, or 17.6%. This was primarily due to the decrease in domestic sales.

Other operating income

Other operating income was $147 thousand for the year ended December 31, 2024 as compared to $172 thousand for the year ended December 31, 2023, a decrease of $25 thousand, or 14.5%. This was primarily due to the decrease in income from the provision of technical services.

Selling, general and administrative expenses

Selling, general and administrative expenses were $1,224 thousand for the year ended December 31, 2024 as compared to $1,093 thousand for the year ended December 31, 2023, an increase of $131 thousand, or 12.0%. This was primarily due to the increase in salaries, retirement benefits expense, and commission fees.

Other non-operating income

Gains on foreign currency mainly consisting of non-operating income was $258 thousand for the year ended December 31, 2024 as compared to $83 thousand for the year ended December 31, 2023, an increase of

$175 thousand, or 210.8%. This was primarily due to the strengthened KRW/USD exchange rate.

Gain on valuation of redeemable convertible preferred stock was $75 thousand for the year ended December 31, 2024, as compared to a loss of $310 thousand for the year ended December 31, 2023, representing an increase in gain (or a decrease in loss) of $359 thousand, or 116.1%. This was primarily due to a decrease in the value of the conversion feature.

Other non-operating losses

Interest expense was $144 thousand for the year ended December 31, 2024, compared to $122 thousand for the year ended December 31, 2023, an increase of $22 thousand, or 18.0%. This increase was primarily due to an increase in the installment amount for long-term debt repayment.

Loss on foreign currency was $229 thousand for the year ended December 31, 2024, as compared to $35 thousand for the year ended December 31, 2023, a significant increase of $194 thousand, or 554.3%. This was primarily due to increase in monetary instrument and the strengthened KRW/USD exchange rate.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements and capital expenditures, including expansion projects and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financing, other third-party funding, and operational cash flow. Our liquidity as of September 30, 2025 is as follows (in thousands):

	September 30,			December 31,
	2025			2024
Cash and cash equivalents		213			359
Working capital		(2,295	)		(3,132	)
Accumulated deficit		(2,962	)		(2,695	)

Cash Flows

Cash flows associated with operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024 are summarized as follows:

	Nine Months Ended<br> September 30,						Change
($ in thousands)	2025			2024			()		(%)
Net cash provided by (used in) operating activities		205			210			)		(2.38	)
Net cash provided by (used in) investing activities		(82	)		(113	)				26.5
Net cash provided by (used in) financing activities		(281	)		(182	)		)		(54.4	)
Net decrease in cash and cash equivalents		(158	)		(85	)		)		(87.1	)

All values are in US Dollars.

Net Cash Provided by/Used in Operating Activities

Cash flows provided by operating activities were $205 thousand for the nine months ended September 30, 2025, as compared to cash inflow by $210 thousand for the nine months ended September 30, 2024, a net outflows of $5 thousand, or 2.38%, primarily due to changes in Changes in provision for losses on valuation of inventories and Non-trade accounts payables and Non-trade accounts receivable net.

For the nine months ended September 30, 2025, net cash provided by operating activities was $205 thousand, which primarily consisted of net loss of $266 thousand, adjusted for certain non-cash items of $323 thousand, and net cash inflow from changes in operating assets and liabilities of $9 thousand. The non-cash items primarily consisted of depreciation and amortization expense of $145 thousand, changes in provision for losses on valuation of inventories of $54 thousand and pension benefits provision of $136thousand. The net cash outflow from changes in our operating assets and liabilities were primarily due to a $482 thousand decrease in trade accounts payable, a $1,733 thousand decrease in non-trade accounts receivable(net of allowance), a $103 thousand decrease in inventories, partially offset by a $482 thousand increase in trade accounts receivable(net of allowance) and $1,677 thousand decrease in non-trade accounts payable.

For the nine months ended September 30, 2024, net cash provided by operating activities was $210 thousand, which primarily consisted of net loss of $446 thousand, adjusted for certain non-cash items of $472 thousand, and net cash inflows from changes in operating assets and liabilities of $180 thousand. The non-cash items primarily consisted of loss on valuation of redeemable convertible preferred stock $275 thousand, , depreciation and amortization expense of $144 thousand, and pension benefits provision of $115 thousand. The net cash inflow from changes in our operating assets and liabilities were primarily due to a $906 thousand increase in nontrade accounts payables, a $362 thousand decrease in inventories, partially offset by a $991 thousand increase in non-trade accounts receivable (net of allowance), $40 thousand decrease in other payables and $31 thousand decrease in other liabilities.

Net Cash Provided by/Used in Investing Activities

Cash flows used in investing activities were $82 thousand for the nine months ended September 30, 2025 as compared to $113 thousand for the nine months ended September 30, 2024, an increase of $31 thousand, or 27.4%. The change of cash flows is primarily related to decrease in acquisitions of property, plant and equipment and increase in disposal of short-term financial instruments.

For the nine months ended September 30, 2025, net cash used in investing activities was $82 thousand, consisting primarily of acquisitions of property, plant and equipment of $87 thousand and increase in loans of $75 thousand, partially offset by disposal of short-term financial instruments of $30 thousand.

Net cash used in investing activities was $113 thousand for the nine months ended September 30, 2024, and primarily consisted of acquisitions of property, plant and equipment of $122 thousand and an increase in loans of $65 thousand.

Net Cash Provided by/Used in FinancingActivities

Cash flows used in financing activities were $281 thousand for the nine months ended September 30, 2025 as compared to $182 thousand for the nine months ended September 30, 2024, an increase of $99 thousand, or 54.4%. The increase is primarily related to $105 thousand decrease in repayment from short-term borrowings and $209 thousand decrease in proceeds from short-term borrowings.

For the nine months ended September 30, 2025, net cash used in financing activities was $281 thousand, comprising primarily repayment from current portion of long-term liabilities of $153 thousand and repayment from short-term borrowings of $964 thousand, mostly offset by proceeds from short-term borrowings of $876 thousand.

For the nine months ended September 30, 2024, net cash used in financing activities was $182 thousand, consisting primarily of repayment from short-term borrowings of $1,069 thousand and repayment from current portion of long-term liabilities of $166 thousand, mostly offset by proceeds from short-term borrowings of

$1,084 thousand.

Cash flows associated with operating, investing, and financing activities for the years ended December 31, 2024 and December 31, 2023 are summarized as follows:

	Year Ended December 31,						Change
($ in thousands)	2024			2023			()		(%)
Net cash provided by (used in) operating activities		401			391					2.6
Net cash provided by (used in) investing activities		(138	)		(197	)				(29.9	)
Net cash provided by (used in) financing activities		(252	)		(28	)		)		800.0
Net increase in cash and cash equivalents		11			166			)		(93.4	)

All values are in US Dollars.

Net Cash Provided by Operating Activities

Cash flows provided by operating activities were $401 thousand for the year ended December 31, 2024, as compared to $391 thousand for the year ended December 31, 2023, an increase of $10 thousand, or 2.6%. The increase is primarily related to decrease in net loss.

For the year ended December 31, 2024, net cash provided by operating activities was $401 thousand, which primarily consisted of net loss of $372 thousand, adjusted for certain non-cash items of $248 thousand, and net cash inflow from changes in operating assets and liabilities of $525 thousand. The non-cash items primarily consisted of depreciation and amortization expense of $184 thousand, pension benefits provision of $158 thousand and gain on valuation of redeemable convertible preferred stock of $75 thousand. The net cash inflow from changes in our operating assets and liabilities were primarily due to a $376 thousand decrease in trade accounts receivable (net of allowance), a $503 thousand decrease in inventories, a $1,200 thousand increase in non-trade accounts payables, partially offset by a $1,149 thousand increase in non-trade accounts receivable (net of allowance) and $349 thousand decrease in trade accounts payables.

For the year ended December 31, 2023, net cash provided by operating activities was $391 thousand, which primarily consisted of net loss of $543 thousand, adjusted for certain non-cash items of $478 thousand, and net cash inflow from changes in operating assets and liabilities of $456 thousand. The non-cash items primarily consisted of depreciation and amortization expense of $153 thousand, interest expenses of $122 thousand, loss on valuation of redeemable convertible preferred stock of $310 thousand, pension benefits provision of $138 thousand and reversal of losses on valuation of inventories of $168 thousand. The net cash inflow from changes in operating assets and liabilities were primarily due to a $547 thousand increase in non- trade accounts payables, a $354 thousand change in trade accounts receivable (net of allowance), partially offset by a $360 thousand change in non-trade accounts receivable (net of allowance).

Net Cash Used in Investing Activities

Cash flows used in investing activities were $138 thousand for the year ended December 31, 2024 as compared to $197 thousand for the year ended December 31, 2023, a decrease of $59 thousand, or 29.9%. The decrease is primarily related to a $81 thousand decrease in acquisitions of property, plant and equipment, $38 thousand increase in proceeds from disposal of property, plant and equipment, partially offset by a $73 thousand increase in loans and a $30 thousand change in decrease of short-term financial instruments.

For the year ended December 31, 2024, net cash used in investing activities was $138 thousand, consisting primarily of acquisitions of property, plant and equipment of $219 thousand and increase in loans of $87 thousand, partially offset by other investing activities of $43 thousand and proceeds from disposal of property, plant and equipment of $38.

For the year ended December 31, 2023, net cash used in investing activities was $197 thousand, primarily consisting of acquisitions of property, plant and equipment of $301 thousand, partially offset by a decrease of short-term financial instruments of $56 thousand and receipt of government grants of $50 thousand.

Net Cash Used in Financing Activities

Cash flows used in financing activities were $252 thousand for the year ended December 31, 2024 as compared to $28 thousand for the year ended December 31, 2023, an increase of $224 thousand, or 800.0%. The increase is primarily related to $121 thousand decrease in proceeds from long-term debt, and $109 thousand change in repayment from current portion of long-term debt.

For the year ended December 31, 2024, net cash used in financing activities was $252 thousand, comprised primarily of repayment from short-term debt of $220 thousand and repayment from current portion of long-term debt of $222 thousand, partially offset by proceeds from short-term debt of $231 thousand.

For the year ended December 31, 2023, net cash used in financing activities was $28 thousand, comprised primarily of repayments of short-term debt of $223 thousand, repayments of current portion of long-term debt of $113 thousand and repayment of lease liabilities of $43 thousand, partially offset by $230 thousand proceeds from short-term debt and $121 thousand proceeds from long-term debt.

Debt

Redeemable convertible preferred stock

In May 2015, the Company issued 37,500 shares of redeemable convertible preferred stock with a principal amount of KRW 750 million. The redeemable convertible preferred stock bears a fixed interest rate of 5.8% per annum and matures in 2025. As part of the issuance terms, the conversion ratio of the redeemable convertible preferred stock is subject to adjustment upon the occurrence of certain events by refixing at 70 percent of the initial convertible price as a minimum level. Therefore, the Company classified the redeemable convertible preferred stock as a liability together with separating the conversion option. The Company’s redeemable convertible preferred stock, which matured in May 2025, is deemed redeemed.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of September 30, 2025:

($ in thousands)	2025
Operating lease^(1)^		—	—	—	—	—	—	—
Finance lease^(1)^		12	46	31	7	7	3	106
Debt obligations^(2)^		429	2,086	182	24	18	27	2,766
Total		441	2,132	213	31	25	30	2,872
(1)	Future lease payment obligations for finance lease liabilities.
---	---
(2)	Short-term and long-term debt principal repayment obligations for loans<br>provided by Industrial Bank of Korea, Korea Small and Medium-sized Enterprises and Startups Agency, and EMT Asia Co., Ltd.
---	---

As of September 30, 2025, there have been no material changes to our contractual obligations and commitments since December 31, 2024.

Going Concern

Primarily due to a decline in sales associated with the business, the Company incurred loss of $266 thousand for the nine-month period ended September 30, 2025, and had net negative working capital of $2,294 thousand which excludes cash and cash equivalents of $213 thousand. At the end of the reporting period, the Company had accumulated deficits of $2,962 thousand as of September 30, 2025.

Furthermore, the Company incurred losses of $372 thousand and $543 thousand for the years ended December 31, 2024, and 2023, respectively. The Company had net negative working capital of $3,132 thousand and $3,071 thousand and accumulated deficits of $2,695 thousand and $2,323 thousand as of December 31, 2024, and 2023, respectively. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. As of September 30, 2025 and December 31, 2024, we had $213 thousand and $359 thousand of cash and cash equivalents, respectively. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and fair market value of our investments. However, due to the short- term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

Off-Balance Sheet Arrangements

Critical Accounting Policies and Use of Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies of the accompanying financial statements of the Company included elsewhere in this proxy statement/prospectus. Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest number of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the financial statements.

Revenue Recognition

The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

If the Company is the principal in the revenue transaction, the Company recognizes the revenue as gross, otherwise the Company recognizes the revenue on a net basis. When certain services arrange for another party to transfer goods to a customer, where the Company does not maintain pricing discretion or retain control over the assets, the Company is considered to be acting as an agent. When this occurs, the Company recognizes the net amount as other operating income. The Company also engages in resale or repurchase transactions with customers, where we record the net transaction amount as either other revenues or processing fees.

Shipping and handling costs associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfillment cost and are included in the cost of goods sold as incurred. Taxes collected for government authority are excluded from revenue.

The Company’s primary source of revenue is product sales of components for automotive and home appliance magnets. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract. Such contracts do not include a significant financing component. In addition, contracts typically do not contain variable considerations because the contracts include stated prices. The Company provides assurance type warranties on all of its products, which do not separate performance obligations and are outside the scope of Topic 606. There were no loss contingencies related to warranties recorded as of December 31, 2024 and 2023.

Leases

The Company has entered into various operating and finance lease agreements for certain office spaces, transportation equipment and office equipment. The Company has lease agreements with lease and non-lease components and elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. The Company also elected the short-term lease exception, except for real estate, and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, the Company factors in options to extend or terminate leases when it is reasonably certain that the Company will exercise that option.

Defined Severance Benefits

The Company has a defined benefit pension plan covering substantially all employees upon their retirement according to Retirement Benefit Security Act of Korea. Eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate.

The Company recognizes the liability for pension benefits in the balance sheets with a corresponding adjustment to Statements of Operations and Comprehensive Loss.

The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. The Company uses certain assumptions including, but not limited to, the discount rates, salary growth rates, and certain employee-related factors, such as turnover, retirement age and mortality. The Company uses the discount rate based on observations of relevant corporate bonds in the market.

Foreign Currency

The functional currency of the Company is the Korean won. Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates on the dates of the transactions. Transaction gains and losses are included in “Gain/Loss on foreign currency” in the statements of operations. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate on the reporting date, which are included in the “Effect of exchange rate changes on cash and cash equivalents” in the Statements of Cash Flows.

Assets and liabilities of the Company are translated into U.S. dollars, the reporting currency, at the exchange rate in effect at the end of each period. Revenue and expenses for the Company are translated into U.S. dollars using average rates that approximate those in effect during the period. Currency translation adjustments are included in “Accumulated other comprehensive loss,” a separate component of stockholders’

deficit.

Recent Accounting Pronouncements

See Note 1.(22) to the audited annual financial statements for the years ended December 31, 2024 and 2023, which are incorporated by reference into this Current Report on Form 8-K, and Note 1.(4) to the unaudited interim condensed financial statements for the nine months ended September 30, 2025 and 2024, which are included in this Current Report on Form 8-K, for information regarding recently issued accounting pronouncements not yet adopted as of the respective statement of financial position dates.

Exhibit 99.11

HANDA LAB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, referencesin this section to “we”, “us”, “our” and “the Company” refer to the business andoperations of Handa Lab Co., Ltd. and its consolidated subsidiary prior to the Business Combination. Unless otherwise indicated, alldollar amounts (“$”) are expressed in thousands.

The followingdiscussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidatedfinancial statements and related notes and other information included elsewhere in this proxy statement/prospectus. This discussioncontains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from suchforward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, thoseidentified below in this section and those discussed in the sections titled “Risk Factors” and “CautionaryStatement Regarding Forward-Looking Statements” included elsewhere in this proxy statement/prospectus. Additionally, ourhistorical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Handa Lab was established in 2021 and specializes in the manufacture and sale of intelligent monitoring systems, machine vision and laser testing systems, and data gathering systems. The Company offers a diverse range of equipment and software, tailored to meet specific customer requirements in terms of specifications, functions, standards, and delivery timelines. Handa Corporation Co., Ltd., in which the Company holds a 60% stake, was established in 2023 and specializes in the manufacture and sale of intelligent robotic systems.

The Company specializes in providing customized solutions across various industries, leveraging AI and vision technologies. The Company offers intelligent monitoring systems, machine vision systems, autonomous driving systems, and collaborative robot systems, all tailored to meet specific industry needs, showcasing the Company’s versatility and technological expertise. The primary focus is on two types of products and two research and development projects: the Intelligent Monitoring System, Machine Vision and Laser Inspection Systems, Collaborative Robot Control System, and Electric Vehicle Autonomous Charging Robot System.

The Intelligent Monitoring System utilizes IP and CCTV cameras for real-time monitoring of factories, offices, and farms. By integrating deep learning-based intelligent solutions, it helps prevent product defects, accidents, and theft while providing comprehensive video data. Key features include real-time monitoring of production and assembly lines, rapid and accurate inspections using proprietary deep learning models, quantitative recording of inspection results, and the ability to mark and review specific events in recorded footage.

The Machine Vision and Laser Inspection Systems employ industrial cameras and laser displacement sensors to enhance product quality inspections and alignment processes. The Company offers machine vision solutions compatible with Cognex and Keyence systems, laser-based inspection solutions using Keyence and Gocator sensors, as well as data collection and analysis solutions. These systems improve efficiency through optimized optical design and can be integrated with various software platforms, including Python, C#, LabVIEW, and VB.NET.

The Collaborative Robot Control System provides control systems for industrial and collaborative robots, focusing on automated piece picking, palletization, and autonomous mobile robots for logistics. The systems are also developing robotic vision and intelligence solutions using platforms such as Ubuntu, ROS, Python, and C/C++, reflecting the Company’s commitment to advancing automation technologies in industrial applications.

The Electric Vehicle Autonomous Charging Robot System integrates cooperative autonomous navigation, precise robot control for automatic charging, and high-safety mobile secondary batteries. A key innovation is the development of an autonomous charging robot system for electric vehicles, which includes charging connector docking technology, a charging application, and a control system to manage the autonomous EV charging robot, movable battery system, and user applications.

To date, the Company holds six patents related to its technological innovations, covering areas such as autonomous towing devices for EV charging, autonomous navigation systems, pickup systems for EV charging robots, real-time road map generation, cooperative autonomous driving systems, and improved positioning accuracy using environmental sensors and precise maps. This patent portfolio highlights the Company’s commitment to innovation and strengthens its position in the autonomous systems and electric vehicle charging markets.

Segments

Although the Company offers multiple products, the Chief Executive Officer of the Company, who has been determined to be the CODM, manages the Company as a whole and makes decisions at the consolidated level. There are no segment managers who are held accountable for operating and financial results or the product and service mix offered by the Company.

Components of Results of Operations

Revenue

The Company manufactures smart monitoring visual systems and laser inspection systems. The specifications, functions, and delivery dates vary depending on the demand of customers. The Company recognizes revenue at a point in time or over time when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

Cost of sales

Cost of sales represents all direct and indirect costs associated with the manufacturing of our products. Cost of goods sold consists primarily of direct costs associated with inventory. Cost of sales also includes inventory allocated personnel-related expenses and allocated facilities and overhead costs.

Other operating income

All other operating income consists of government support income. The Company receives grants from local government agencies and public institutions in relation to asset acquisition and research activity that are necessary for the Company’s operating activities. Government grants are either deducted from the carrying amount of the related assets or recognized as income when there is reasonable assurance that the Company will comply with the relevant conditions and that the grant will be received.

Selling, general, and administrativeexpenses

Other non-operating income and expense

Other non-operating income primarily includes miscellaneous income, and other expense primarily includes miscellaneous losses of a small amount.

Interest income

Interest income primarily includes realized gain on deposit or loan.

Interest expense

Interest expense primarily consists of interest incurred on our finance leases, financing obligations and outstanding loans.

Gain (loss) on foreign currency

Gain (loss) on foreign currency primarily consists of the translation of monetary assets and liabilities denominated in foreign currencies.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 (in thousands, except as otherwise noted)

The following table provides our consolidated operating results for the periods indicated and percentage of revenue for each line item.

	Nine Months Ended September 30
	2025					2024					Change
($ in thousands)	()		(%)			()		(%)			()		(%)
Revenues				100.0					100.0			)		(51.2	)
Cost of sales		)		(104.1	)		)		(80.1	)				(36.6	)
Other operating income				66.3					69.7			)		(53.6	)
Selling, general and administrative expenses		)		(223.0	)		)		(125.9	)				(13.6	)
Operating loss		)		(160.8	)		)		(36.3	)		)		115.8
Other non-operating income and losses, net				2.0					0.2					300.0
Income taxes (benefit)*				—					—					—
Net loss from operations		)		(158.8	)		)		(36.1	)		)		114.5

All values are in US Dollars.

*	not meaningful

Overall Operating result

For the nine months ended September 30, 2025, revenues decreased by $206 thousand to $196 thousand compared to the prior period. Although cost of sales and selling, general and administrative expenses declined relative to the prior period, these reductions were insufficient to offset the combined impact of lower revenues and a $150 thousand decrease in other operating income. As a result, operating loss increased to $315 thousand for the nine months ended September 30, 2025, compared to $146 thousand in the prior period. The deterioration in operating results was primarily attributable to significantly lower revenue contributions during the period.

Revenues

For the nine months ended September 30, 2025, revenues were $196 thousand, representing a decrease of $206 thousand, or 51.2%, compared to $402 thousand for the nine months ended September 30, 2024. This decrease was primarily attributable to the fact that the contract value of the ten projects completed during the same period in 2024 was higher than that of the ten projects completed during the corresponding period in 2025.

Cost of sales

For the nine months ended September 30, 2025, cost of sales was $204 thousand, representing a decrease of $118 thousand, or 36.6%, compared to $322 thousand for the nine months ended September 30, 2024. This decrease was primarily attributable to lower costs incurred for ongoing projects.

Other operating income

For the nine months ended September 30, 2025, other operating income was $130 thousand, representing a decrease of $150 thousand, or 53.6%, compared to $280 thousand for the nine months ended September 30, 2024. This decrease was primarily attributable to the termination of certain government subsidies.

Selling, general and administrative expenses

For the nine months ended September 30, 2025, selling, general and administrative expenses were $437 thousand, representing a decrease of $69 thousand, or 13.6%, compared to $506 thousand for the nine months ended September 30, 2024. This decrease was primarily due to the decline in revenues and a reduction of approximately 51% in research and development expenses compared to the same period in 2024.

Other non-operating income

For the nine months ended September 30, 2025, other non-operating income consists of interest income of $7 thousand and other income of $2 thousand

Other non-operating expense

For the nine months ended September 30, 2025, interest expense was $5 thousand, reflecting a slight increase from $1 thousand for the nine months ended September 30, 2024. Interest expense primarily arises from long-term borrowings and finance lease liabilities.

Results of Operations for the Years Ended December 31, 2024 and 2023 (in thousands, except as otherwise noted)

The following table provides our consolidated operating results for the periods indicated and percentage of revenue for each line item.

	Year Ended December 31
****	2024				****	2023				****	Change				****
****	()	****	(%)		****	()	****	(%)		****	()	****	(%)		****
Revenues				100.0					100.0					3.2
Cost of sales		)		(70.5	)		)		(94.1	)				(22.7	)
Other operating income				90.0					179.9			)		(48.4	)
Selling, general and administrative expenses		)		(151.0	)		)		(223.3	)				(30.2	)
Operating loss		)		(31.5	)		)		(37.5	)				(13.0	)
Other non-operating income and losses, net				0.6					1.1			)		(40.0	)
Income taxes (benefit)*				—					—					—
Net loss from operations		)		(30.9	)		)		(36.4	)				(12.2	)

All values are in US Dollars.

*	not meaningful

Overall Operating result

The Company generated total revenues of $488 thousand, reflecting a modest increase compared to the corresponding period in 2023. Although the Company continued to incur an operating loss of $154 thousand for the twelve months ended December 31, 2024; the operating margin improved from (37.5)% in 2023 to (31.5)% in 2024, primarily attributable to a reduction in research and development expenses relative to the increase in revenues.

Revenues

Revenues were $488 thousand for the twelve months ended December 31, 2024 as compared to $473 thousand for the twelve months ended December 31, 2023, an increase of $15 thousand, or 3.2%. This increase was primarily due to the completion of seventeen projects in the period of 2024, compared to ten projects delivered in the corresponding period of 2023.

Cost of sales

Cost of sales were $344 thousand for the twelve months ended December 31, 2024 as compared to $445 thousand for the twelve months ended December 31, 2023, a decrease of $101 thousand, or 22.7%. This decrease was primarily due to the execution of more profitable projects compared to the previous year.

Other operating income

Other operating income was $439 thousand for the twelve months ended December 31, 2024 as compared to $851 thousand for the twelve months ended December 31, 2023, a decrease of $412 thousand, or (48.4)%. This decrease was primarily due to the termination of certain government subsidies.

Selling, general and administrative expenses

SG&A expenses were $737 thousand for the twelve months ended December 31, 2024 as compared to $1,056 thousand for the twelve months ended December 31, 2023, a decrease of $319 thousand, or 30.2%. The decrease in SG&A expenses, despite an increase in sales compared to the prior period, was mainly attributable to a decrease in research and development expenses, which declined from $830 thousand in 2023 to $495 thousand in 2024, representing a decrease of approximately $335 thousand.

Other non-operating income

Interest income was $10 thousand for the twelve months ended December 31, 2024 as compared to $9 thousand for the twelve months ended December 31, 2023. There was no material variation in 2024 compared to 2023.

Other non-operating expense

Interest expense was $6 thousand for the twelve months ended December 31, 2024 as compared to $5 thousand for the twelve months ended December 31, 2023, an increase of $1 thousand, or 20.0%. Interest expenses are incurred from long-term borrowings and finance lease liabilities. The increase was primarily due to the recognition of new finance lease liabilities in 2024 compared to 2023.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business is capital intensive and requires expenditures for, among other things, the purchase and maintenance of equipment used in our operations. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financing, other third-party funding, and operational cash flow. Our liquidity as of September 30, 2025 is as follows (in thousands):

	September 30,			December 31,
($ in thousands)	2025			2024
Cash and cash equivalents	$	641		$	554
Working capital	$	(44	)	$	295
Accumulated deficit	$	(857	)	$	(547	)

Cash Flows

Cash flows associated with operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024 are summarized as follows:

	Nine Months Ended<br> September 30,						Change
($ in thousands)	2025			2024			()		(%)
Net cash used in operating activities	$	(214	)	$	(67	)		)		(219.4	)
Net cash used in/provided by investing activities		278			(275	)				201.1
Net cash used in/provided by financing activities		(4	)		550			)		(100.7	)
Net increase/decrease in cash and cash equivalents	$	60		$	208					71.2	%

All values are in US Dollars.

Net Cash Used in/Provided by Operating Activities

For the nine months ended September 30, 2025, cash flows used in operating activities were $214 thousand, compared to $67 thousand used in the prior period, representing an increase of $147 thousand in net cash used. This change was primarily attributable to several factors. Net loss increased from $145 thousand in 2024 to $311 thousand in 2025. However, adjustments for non-cash items increased slightly from $31 thousand to $33 thousand, and changes in assets and liabilities improved from an increase of $46 thousand in 2024 to an increase of $64 thousand in 2025.

Net Cash Provided by Investing Activities

For the nine months ended September 30, 2025, the Company recorded net cash provided by investing activities of $278 thousand, compared to net cash used of $275 thousand during the same period in 2024. In 2024, cash outflows consisted of $333 thousand for the purchase of short-term financial instruments, $111 thousand for loan increases, and $15 thousand in other outflows, partially offset by $184 thousand in proceeds from the disposal of short-term financial instruments. In 2025, cash inflows consisted of $212 thousand from the disposal of short-term financial instruments and $70 thousand from loan collections, partially offset by $4 thousand in other outflows.

Net Cash Used in/Provided by Financing Activities

For the nine months ended September 30, 2025, cash flows used in financing activities were $4 thousand, primarily reflecting repayments of finance lease liabilities. By comparison, for the nine months ended September 30, 2024, the Company generated net cash provided by financing activities of $550 thousand. Cash inflows during the prior period primarily consisted of $338 thousand from a paid-in capital increase and $222 thousand in proceeds from long-term borrowings, partially offset by $9 thousand in repayments of finance lease liabilities and $1 thousand in stock issuance costs.

Cash flows associated with operating, investing, and financing activities for the twelve months ended December 31, 2024 and December 31, 2023 are summarized as follows:

	Year Ended<br> December 31,						Change
	2024			2023			()	(%)
Net cash used in operating activities	$	(88	)	$	(191	)			53.9
Net cash used in investing activities		(136	)		(200	)			32.0
Net cash provided by financing activities		555			15				3600.0
Net increase (decrease) in cash and cash equivalents	$	331		$	(376	)			188.0

All values are in US Dollars.

Net Cash Used in Operating Activities

Cash flows used in operating activities were $88 thousand for the year ended December 31, 2024 as compared to $191 thousand for the year ended December 31, 2023, a decreased outflow of $103 thousand, or (-)53.9%. The decrease is related to several factors. There was a reduction in net loss from $172 thousand for the year ended December 31, 2023 to $151 thousand for the corresponding period in 2024. Additionally, there was an increase in adjustments for non-cash items, rising from $20 thousand in 2023 to $34 thousand in 2024, and a change in assets and liabilities from a decrease of $39 thousand to an increase of $28 thousand.

Net Cash Used in Investing Activities

Cash flows used in investing activities were $136 thousand for the year ended December 31, 2024 as compared to $200 thousand for the year ended December 31, 2023, a decrease of $64 thousand, or 32.0%. The change was related to several factors. Cash outflows related to the purchase of property, plant, and equipment decreased by $14 thousand, while cash outflows increased by $140 thousand due to the acquisition of short-term financial instruments. At the same time, cash inflows of $291 thousand were generated from the disposition of short-term financial instruments. Additionally, cash outflows decreased by $53 thousand due to the receipt of government grants and by $23 thousand due to lower acquisitions of intangible assets and a smaller increase in leasehold deposits. Furthermore, cash outflows of $462 thousand were incurred due to an increase in loans, partially offset by cash inflows of $389 thousand from the collection of loans.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $555 thousand for the year ended December 31, 2024, primarily due to a cash inflow of $338 thousand from a capital increase through the issuance of new shares, a cash outflow of $2 thousand related to share issuance costs, a cash outflow of $25 thousand from the repayment of finance lease liabilities, and a cash inflow of $244 thousand from proceeds from long-term borrowings.

Debt

The Company borrowed $196 thousand from Hana Bank in South Korea in May 2022. The loan matures in May 2027 and bears an interest rate ranging from 1.06% to 2.04% for the nine months ended September 30, 2025. In connection with this facility loan, the Company provided its building and the attached land as collateral. The building is currently being used as the Company’s research center. The Company also receives a 3% interest rate subsidy from the Cheongju City Government for this loan. Additionally, the Company borrowed $204 thousand from Hana Bank in July 2024. The loan matures in May 2029 and bears an interest rate ranging from 0.46% to 0.51% for the nine months ended September 30, 2025. As of the end of the reporting period, the Company is provided with a payment guarantee from the Korea Technology Finance Corporation and receives a 5.5% interest rate subsidy from the Korea Institute for Advancement of Technology in connection with this loan. Furthermore, in September 2024, the Company borrowed $22 thousand on an interest-free basis from its CEO.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of September 30, 2025:

($ in thousands)	2025
Operating lease^(1)^		—	1	1	—	—	2
Finance lease^(1)^		2	7	7	4	—	20
Debt obligations^(2)^		—	—	261	135	47	443
Total		2	8	269	139	47	465
(1)	Future lease payment obligations for operating and finance lease liabilities.
---	---
(2)	Long-term debt principal repayment obligations for Hana Bank loans and the loan from the Company’s CEO.
---	---

There have been no material changes in contractual obligations and commitments since September 30, 2025.

Going Concern

The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

However, substantial doubt about the Company’s ability to continue as a going concern exists.

Primarily due to a decline in sales associated with the business, the Company incurred a net loss of $311 thousand and net cash outflows from operating activities of $214 thousand for the period ended September 30, 2025. The Company also incurred net losses of $151 thousand and $172 thousand for the years ended December 31, 2024 and 2023, respectively, and net cash outflows from operating activities of $88 thousand and $191 thousand for the same periods. Absent any additional actions, the Company is expected to require further liquidity to continue its operations over the next 12 months.

The consolidated financial statements included elsewhere in this proxy statement/prospectus have been prepared assuming that we will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company’s cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. As of September 30, 2025 and December 31, 2024, the Company had $641 thousand and $554 thousand of cash and cash equivalents, respectively. The Company’s investments are exposed to market risk due to fluctuations in interest rates, which may affect its interest income and fair market value of its investments. However, due to the short-term nature of the Company’s investment portfolio, the Company does not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of its portfolio. The Company therefore does not expect its operating results or cash flows to be materially affected by a sudden change in market interest rates.

Off-Balance Sheet Arrangements

Critical Accounting Policies and Use of Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies of the accompanying consolidated financial statements of the Company included elsewhere in this proxy statement/prospectus. Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest amount of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.

Revenue Recognition

The Company recognizes revenue at a point in time or over time when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

Inventories

Inventories are stated at the lower of cost and net realizable value. The cost of inventories is determined by the specific identification method for raw materials, work in progress and finished goods.

Property, Plant and Equipment and Intangible Assets

Property, plant, and equipment are stated at cost. Plant and equipment under finance leases are stated at the present value of the lease payments. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of buildings is 40 years, while the estimated useful life of machinery and equipment, vehicles, furniture and fixtures is 5 years.

Intangible assets are stated at cost. Amortization of intangible assets is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of patent is 7 years, while the estimated useful life of software is 5 years.

The Company also receives grants from local government agencies and public institutions in relation to research activity. Government grants are either deducted from the carrying amount of the related assets or recognized as income when there is reasonable assurance that the Company will comply with the relevant conditions and that the grant will be received.

Foreign Currency

The functional currency of Handa Lab is the Korean won. Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates at the dates of the transactions. Transaction gains and losses are included in “Gain/Loss on foreign currency” in the consolidated statements of operations. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date, which are included in the “Effect of exchange rate changes on cash and cash equivalents, and restricted cash” in the consolidated statements of cash flows.

Assets and liabilities of the Company are translated into U.S. dollars, the reporting currency, at the exchange rate in effect at the end of each period. Revenue and expenses for the Company are translated into U.S. dollars using average rates that approximate those in effect during the period. Currency translation adjustments are included in “accumulated other comprehensive income (loss),” a separate component of stockholders’ equity.

Recent Accounting Pronouncements

See Note 1.(23) to the audited annual financial statements for the years ended December 31, 2024 and 2023, which are incorporated by reference into this Current Report on Form 8-K, and Note 1.(4) to the unaudited interim condensed financial statements for the nine months ended September 30, 2025 and 2024, which are included in this Current Report on Form 8-K, for information regarding recently issued accounting pronouncements not yet adopted as of the respective statement of financial position dates.

Exhibit99.12

Evolution Metals & Technologies Corp. Consummates Business Combination Prior to Trading on NASDAQ

West Palm Beach, FL, Jan. 05, 2026 (GLOBE NEWSWIRE) -- Evolution Metals & Technologies Corp. (“EM&T” or the “Company”), a company focused on building a secure, reliable, and vertically integrated global supply chain for critical minerals and materials (“CMM”), including battery and magnet materials, through a closed-loop integrating recycling model, midstream processing, and advanced manufacturing powered by AI and smart- machine technologies, today announced the completion of the merger (the “Business Combination”) between Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”).

Evolution Metals & Technologies Corp. is the name of the post-merger business entity, which is expected to begin trading on the NASDAQ Global Markets on January 6, 2026 with the ticker symbol “EMAT.”

EM&T, headquartered in the United States, has been manufacturing rare earth magnets and magnet materials on a commercial scale for over 18 years through its operating subsidiaries, and selling these products to some of the world’s largest branded OEMs.

EM&T is scaling these existing operations, processes, and intellectual property to build a United States-based, integrated industrial campus capable of producing rare earth magnets, battery materials, and critical materials on a large, market-wide scale, without reliance on China.

EM&T leverages advanced technologies, including robotics and automation, to deliver integrated midstream and downstream CMM recycling and processing of oxides, metals, magnet alloys, battery materials, and rare earth magnet materials and finished rare earth magnets, including high-performance rare earth magnets. The Company serves a broad range of market segments, including the automotive, aerospace, defense, healthcare, high-technology, consumer electronics & appliances, and renewable energy industries, while supporting a more resilient and sustainable business ecosystem.

David Wilcox, Executive Chairman of EM&T, said: “This business combination between WTMA and EM brings together a carefully structured roll-up of operating companies with proven commercial-scale operations. By combining these operating companies in a public company structure, we are delivering a U.S. based platform that will be a credible alternative, at large commercial scale, to China’s dominance in rare earth magnets and critical materials.”

Frank Moon, Chief Executive Officer of EM&T, added: “This Business Combination brings together operating businesses that have been producing and selling rare earth magnets to notable commercial customers for well over a decade. Our focus now is to replicate and scale those capabilities in the United States using proven technology and world class execution.”

Large Commercial-Scale Alternative to China’s Dominance in Rare Earth Magnets and CMM Mid-stream Materials Production

EM&T’s mission is to eliminate China’s global monopoly in rare earth magnet production by becoming a dominant global player in rare earth magnet manufacture, including high-performance magnets, and production of critical materials supply chain products.

Through the Business Combination, EM&T merged EM with a portfolio of operating businesses in South Korea that have been manufacturing and selling rare earth magnets to global OEM customers, such as Ford, Hyundai, and Samsung, since 2007. As a result, EM&T believes it is the only company outside of communist China with proven, real-world operational expertise to produce rare earth magnets, including high-performance magnets, at large commercial scale in the United States. Unlike many announced rare earth magnet initiatives that are still at pilot or conceptual stages, EM&T’s strategy is based on modular, proven technologies that have already been operating at commercial scale for over 18 years.

Battery Materials and Multi-Feedstock Hydro- and Pyrometallurgical Platform

In parallel with its rare earth magnet strategy, EM&T plans to develop industrial-scale midstream processing capacity in the United States to support a targeted annual production capacity of up to 55,000 tons of rare earth magnets by 2028.

This midstream capacity is expected to be supported by a multi feedstock processing platform that integrates both hydrometallurgical and pyrometallurgical technologies and is designed to support battery materials production alongside rare earth magnet materials.

In the same industrial campus, EM&T plans to develop battery recycling operations that process spent lithium- ion batteries sourced from third-party suppliers and manufacturers into “black mass,” which is an important, elemental feedstock the Company would use in the manufacturing process. Through integrated hydro- and pyrometallurgical processing, EM&T expects to convert the black mass and other third-party sourced materials into battery grade carbonates, sulphates, and precursor cathode active materials (pCAM) necessary to manufacture the rare earth magnets and batteries.

By combining battery recycling, multi feedstock processing, and downstream materials production within a single integrated midstream platform, EM&T’s closed loop model is intended to improve material recovery, enhance process flexibility, and support scalable commercial scale production across both battery materials and rare earth magnet value chains. Simultaneously, this integrated midstream platform will serve as the primary source of end-of-life magnet recovery and feed material refining point.

Technology Differentiation and Strategic Partnership

As previously announced, EM&T has entered into technology license and cooperation agreements with the Korea Institute of Geoscience and Mineral Resources (KIGAM), one of the world’s leading authorities outside China on rare earth separation, magnet materials, and battery recycling technologies. EM&T plans to integrate the KIGAM technologies with its existing commercial and proprietary technologies and intellectual property to further expand its already advanced separation and beneficiation capabilities for the recovery of rare earth and battery materials.

Frank Moon brings more than 35 years of experience in the rare earth magnet industry and leads an engineering team of 42 operating engineers, including 11 PhD specialists. Collectively, the team has designed, built, and operated facilities across the entire rare earth supply chain over the past four decades, providing EM&T with the technical depth needed to scale complex, large commercial scale operations.

About Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp. is a U.S. based critical materials and advanced manufacturing company formed through the Business Combination of Welsbach Technology Metals Acquisition Corp. and Evolution Metals LLC, together with a roll-up of operating companies in the Republic of South Korea. EM&T is focused on building a secure, non-China-dependent supply chain for rare earth permanent magnets, battery materials, and related critical technologies, leveraging proven commercial-scale operations, advanced processing technologies, and strategic partnerships.

Forward-Looking Statements

This document contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding EM&T’s plans, objectives, expectations, projections, strategies, anticipated production capacity, expansion plans, financing activities, and the expected timing of Nasdaq trading. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. These forward-looking statements, along with terms such as “anticipate,” “expect,” “intend,” “may,” “will,” “should,” and other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future, and include risks related to changes in our operations; uncertainties concerning estimates; industry-related risks; the commercial success of, and risks related to, our development activities; uncertainties and risks related to our reliance on contractors and consultants. Those statements include statements regarding the intent, belief, or current expectations of EM&T and members of its management, as well as the assumptions on which such statements are based. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this news release, those results, performance or achievements may not be indicative of results, performance or achievements in later periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this news release speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to execution, financing, regulatory approvals, market conditions. Additional information concerning these and other factors that may impact EM&T’s expectations and projections can be found in filings it makes with the SEC, including the definitive proxy statement/prospectus filed by WTMA and EM&T with the SEC on August 11, 2025, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by EM&T. SEC filings are available on the SEC’s website at www.sec.gov.

Media & Investor Contact

EvolutionMetals & Technologies Corp.

Attn: Judith McGarry

Email: judith.mcgarry@evolution-metals.com

Phone: +1 (415) 971-2900