Financial Performance - The company reported a net loss of $435,675 for the three months ended September 30, 2025, primarily due to operating expenses of $472,169 and a provision for income taxes of $9,701[231]. - For the nine months ended September 30, 2025, the company had a net loss of $1,477,092, with operating expenses totaling $1,610,078[232]. - The company reported a net loss per share, with no dilutive securities as of September 30, 2025, resulting in diluted loss per share being the same as basic loss per share[270]. Capital Raising Activities - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021[235]. - The company also raised $3,475,000 from the sale of 347,500 private placement units at $10.00 per unit simultaneously with the IPO[236]. - The underwriters partially exercised their over-allotment option on January 14, 2022, generating additional gross proceeds of $2,276,860 from the purchase of 227,686 units[237]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[239]. Cash Flow and Financial Position - For the nine months ended September 30, 2025, cash used in operating activities was $1,072,511, while net cash provided by investing activities was $6,069,575[240]. - As of September 30, 2025, cash held in the Trust Account was $6,424,722, intended for completing a Business Combination[242]. - The Company had negative operating cash of $233 reported as bank overdraft outside of the Trust Account as of September 30, 2025[243]. - Total withdrawals from the Trust Account for taxes amounted to $1,045,248 through September 30, 2025[244]. - As of September 30, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[255]. - The Company issued multiple Working Capital Notes totaling $2,608,430 as of September 30, 2025[256]. - The outstanding amount under Working Capital Notes was $2,608,430, compared to $1,740,966 as of December 31, 2024, indicating a significant increase[265]. - The Backstop Agreement guarantees any deficiency of restricted cash as of September 30, 2025[257]. - The Company has no long-term debt or capital lease obligations as of September 30, 2025[259]. Business Combination and Mergers - The company entered into a merger agreement with Evolution Metals LLC, with the merger expected to be completed by September 30, 2025[218][222]. - The CMR Merger Agreement includes a cash consideration of $125,000,000 and 22,500,000 shares of New EM Common Stock for the shareholders of Critical Mineral Recovery, Inc.[226]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[213]. - The Company intends to complete a Business Combination before the mandatory liquidation date of December 30, 2025[247]. Regulatory and Compliance - The company is currently quoted on OTCQB after being removed from Nasdaq due to non-compliance with listing requirements[216]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[267]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures under the Exchange Act[275]. Accounting and Financial Reporting - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[271]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[272]. - ASU 2023-07, effective December 31, 2024, requires additional disclosures on segment expenses and performance measures, which the company has adopted in its financial statements[273]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[274]. Operational Risks - The company faces potential adverse impacts on operations due to economic uncertainties, including inflation, supply chain disruptions, and geopolitical instability, which could affect the ability to complete an initial business combination[266]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately, impacting the carrying value of redeemable common stock[269].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-1006702 (Stat ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section details the company's financial statements, management's analysis, market risk, and internal controls [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements reveal a net loss increase, significant working capital deficit, minimal operating cash, and a going concern warning, reflecting the company's SPAC status and pending merger challenges Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $738 | $1,185 | | Restricted cash held in trust account | $12,354,984 | $12,257,933 | | **Total Assets** | **$12,377,442** | **$12,273,195** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $8,850,171 | $8,225,483 | | **Total Liabilities** | **$11,554,861** | **$10,930,173** | | Common Stock subject to possible redemption | $12,184,286 | $12,145,287 | | **Total Stockholders' Deficit** | **($11,361,705)** | **($10,802,265)** | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Unaudited) | Line Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | General and administrative | $567,723 | $271,992 | | Loss from operations | ($604,923) | ($321,992) | | Interest income from restricted cash | $97,051 | $260,681 | | **Net loss** | **($520,441)** | **($70,160)** | | Basic and diluted net loss per share | ($0.15) | ($0.02) | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($474,936) | ($373,737) | | Net cash provided by financing activities | $474,489 | $373,737 | | Net change in cash and restricted cash | ($447) | $0 | - For the three months ended March 31, 2025, financing activities were primarily funded by **$474,489** in proceeds from working capital loans from a related party, which were used to cover operating cash needs[19](index=19&type=chunk) Notes to Condensed Consolidated Financial Statements - The company is a blank check company (SPAC) formed to effect a business combination and has not generated any operating revenue to date[22](index=22&type=chunk)[25](index=25&type=chunk) - On April 1, 2024, the company entered into a binding Agreement and Plan of Merger with Evolution Metals LLC (EM), which has since been amended multiple times[58](index=58&type=chunk) - The company was delisted from Nasdaq on January 7, 2025, for failing to complete its business combination within the required 36-month period and now trades on OTCQB[67](index=67&type=chunk)[68](index=68&type=chunk) - Management has determined there is substantial doubt about the company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation date of June 30, 2025, if a business combination is not completed[78](index=78&type=chunk)[81](index=81&type=chunk) Related Party Loans Outstanding | Loan Type | As of March 31, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Working Capital Loans | $2,215,455 | $1,740,966 | | Convertible Promissory Notes | $2,296,371 | $2,296,371 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, the firm focuses on its pending merger with Evolution Metals LLC, facing increased net losses, severe liquidity constraints, and a going concern warning due to its June 2025 liquidation deadline - The company is a blank check company whose activities are solely focused on searching for and completing a business combination[178](index=178&type=chunk)[189](index=189&type=chunk) - A definitive merger agreement with Evolution Metals LLC (EM) was signed on April 1, 2024, and has been amended multiple times, most recently on March 31, 2025[181](index=181&type=chunk)[186](index=186&type=chunk) Results of Operations Comparison | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Loss | $520,441 | $70,160 | | Operating Expenses | $567,723 | $271,992 | | Interest Income | $97,051 | $260,681 | - The company has a significant working capital deficit and minimal operating cash (**$738** as of March 31, 2025), relying on related-party loans to continue its search for a business combination[199](index=199&type=chunk)[202](index=202&type=chunk) - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern, given the mandatory liquidation date of June 30, 2025, if a business combination is not consummated[204](index=204&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Welsbach Technology Metals Acquisition Corp. is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[231](index=231&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025, with no material changes in internal control over financial reporting - Based on an evaluation as of March 31, 2025, the company's management concluded that its disclosure controls and procedures were effective[232](index=232&type=chunk) - No changes occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[234](index=234&type=chunk) [PART II – OTHER INFORMATION](index=43&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, other disclosures, and a list of exhibits [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[237](index=237&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the company's blank check nature, inability to complete a business combination, potential conflicts of interest, and substantial doubt about its going concern status - The company is a blank check company with no revenue, making it difficult to evaluate its ability to select a suitable business target[238](index=238&type=chunk) - There is a risk of not completing an initial business combination in the prescribed time frame, which would lead to liquidation[238](index=238&type=chunk) - The company's independent accounting firm has expressed substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 30, 2025[244](index=244&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities and no new information on the use of proceeds - None reported[240](index=240&type=chunk) [Item 3. Defaults upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[241](index=241&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) The company reported no other information and confirmed that no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[243](index=243&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with the Form 10-Q, including amendments to the merger agreement, various share exchange agreements, and officer certifications - The report includes several key exhibits, such as Amendment No. 2 and Amendment No. 3 to the Amended and Restated Plan of Merger with Evolution Metals LLC[247](index=247&type=chunk) - Other exhibits include an Agreement and Plan of Merger related to Critical Mineral Recovery, Inc., and various Share Exchange Agreements with Korean entities, all part of the planned business combination[247](index=247&type=chunk)[249](index=249&type=chunk)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION ...

Chicago, IL, Nov. 14, 2024 (GLOBE NEWSWIRE) -- Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) and Evolution Metals LLC have announced they have filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”). Global concerns over critical metals and materials supply chain risks have escalated into the geopolitical and capital markets arenas. Responses to these concerns are focused on acquisitions of mining assets such as Lithium, Nickel, Cobalt and Rare Earth ...

Chicago, IL, Aug. 01, 2024 (GLOBE NEWSWIRE) -- Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) ("WTMA") and Evolution Metals LLC ("EM") today announced that, inter alios, WTMA and EM have entered into a Term Sheet (the "Term Sheet") with certain legally binding clauses with Broughton Capital Group ("BCG") for BCG, through a special purpose investment vehicle, to provide an equity investment ("Anchor Equity Investor") of US$500 million through a private investment in public equity ("PIPE Anchor E ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-1006702 (Sta ...

| --- | --- | --- | --- | |------------|-------------|---------------------------------------------------------------------------------------------------------------------|-------| | | | | Page | | PART I | | | 1 | | | Item 1. | Business. | 1 | | | Item 1A. | Risk Factors. | 17 | | | Item 1B. | Unresolved Staff Comments. | 19 | | | Item 1C. | Cybersecurity. | 19 | | | Item 2. | Properties. | 19 | | | Item 3. | Legal Proceedings. | 19 | | | Item 4. | Mine Safety Disclosures. | 19 | | PART II | | | 20 | | | I ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Registrant's telephone number, including area code) Not Applicable Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-106702 (State ...