Production Capacity and Operations - EM&T aims to develop approximately 55,000 tonnes per year of rare earth magnet manufacturing capacity in the U.S. within two years, with no reliance on China[54]. - The company plans to produce approximately 78,000 tonnes per year of battery-grade carbonates, sulfates, and precursor cathode active materials (pCAM) in the U.S. within two years[54]. - EM&T's U.S. industrial campus will integrate recycling, refining, and manufacturing operations across the rare earth magnet and battery materials value chain, enhancing operational synergies[45]. - EM&T's business model focuses on recycling high-performance rare earth magnets and lithium-ion batteries, aiming to achieve large-scale domestic production of critical materials[54]. - The company utilizes advanced recycling processes and artificial intelligence-enabled systems to optimize production and reduce operating costs[51]. - EM&T's operations include processing U.S. government and commercial electronic waste to recover valuable metals, supporting a stable source of feedstock[62]. - The company believes that integrating battery recycling with rare earth magnet processing creates operational synergies, particularly in hydrometallurgical processing[61]. - EM&T's feedstock strategy emphasizes sourcing from end-of-life electronic scrap, reducing dependence on primary mining and enhancing domestic material retention[68]. - The company plans to leverage its existing commercial operations in South Korea to replicate and expand its rare earth magnet production capabilities in the U.S.[54]. Market Insights - The global rare earth magnet market was valued at approximately $10.46 billion in 2023 and is expected to grow to approximately $15.05 billion by 2030, representing a compound annual growth rate of approximately 6.26%[92]. - The global battery market, including small consumer batteries, was valued at approximately $125.35 billion in 2023 and is expected to grow to approximately $367.97 billion by 2030[88]. - The global lithium-ion battery recycling market was valued at approximately $3.79 billion in 2023 and is projected to grow to approximately $23.21 billion by 2032, representing a compound annual growth rate of approximately 22.75%[90]. - EM&T estimates that China controls approximately 85-90% of global rare earth refining and separation capacity, highlighting the dominance of Chinese supply chains[99]. - Non-China rare earth magnet producers have collectively announced approximately 30,000 tonnes per year of planned manufacturing capacity, representing about 15% of projected global rare earth magnet demand outside China[101]. - EM&T believes that many announced projects are not expected to reach meaningful commercial production until approximately 2028 to 2030 due to various challenges[102]. Intellectual Property and Technology - EM&T owns valuable intellectual property (IP) including proprietary technologies, trade secrets, and patents related to recycling processes and AI-driven smart machines[106]. - Handa Lab holds several key patents, including the Intelligent Autonomous Charging System (registered on April 4, 2024) and the Pick Up System of Autonomous Charging Robot for Electric Vehicle (registered on September 19, 2023)[109]. - KCM holds a patent for advanced materials for bonded magnets, registered on February 6, 2013, enhancing the company's capabilities in sustainable magnetic materials[110]. - The patents are valid for 20 years from their filing dates, with expiration dates ranging from 2033 to 2044, providing significant competitive advantages[113]. Financial and Operational Challenges - EM&T has incurred operating losses since the Business Combination and expects to continue incurring significant expenses as it integrates subsidiaries and scales production capacity[145]. - The company anticipates substantial operating costs, including R&D expenses and capital expenditures, until it achieves sufficient scale and market adoption of its products[146]. - EM&T's future revenue growth will depend on factors such as global demand for critical materials, pricing pressure, and customer adoption of its products[148]. - The company must secure reliable sources of feedstock, including spent lithium-ion batteries, to support its planned operations and mitigate sourcing volatility[156]. - EM&T's success hinges on its ability to implement growth strategies, particularly in expanding production and integrating acquisitions[150]. - The company faces risks related to competition from larger firms and challenges in attracting skilled personnel necessary for executing its growth strategy[143]. - EM&T's ability to generate revenue is contingent upon successfully operating its planned battery recycling facility and multi-feedstock processing facility[159]. - The company does not currently have agreements in place for securing spent lithium-ion batteries, which are critical for its operations[160]. - Variability in battery chemistries and contamination across supplier batches may adversely affect product yields and increase processing costs[161]. - EM&T's supply chain is heavily reliant on external counterparties for sourcing spent lithium-ion batteries, exposing the company to international trade restrictions and geopolitical disruptions[162]. - The company has not secured long-term supply contracts with e-scrap aggregators, which may limit feedstock availability and increase procurement costs, potentially leading to underutilized processing capacity[165]. - EM&T's recycling strategy focuses on processing e-scrap to recover critical materials, but the company currently lacks a formal collection or dismantling infrastructure, relying entirely on third-party suppliers[164]. - The planned lithium-ion battery recycling facility is still in the pre-development stage and is expected to process end-of-life batteries into black mass for further refinement[169]. - EM&T anticipates needing to raise additional funds to support its growth strategy, which may not be available on favorable terms, potentially leading to dilution of stockholder equity[177]. - The company faces significant operational risks related to safety and regulatory compliance in the development and operation of its recycling facility, which could result in material financial loss[171]. - EM&T's quarterly net sales and operating results are difficult to predict and may fluctuate significantly, impacting stock price if expectations are not met[181]. - The company may experience delays in generating revenue due to lower-than-expected open orders and customer agreements allowing for order cancellations[183]. - Fluctuations in demand and prices for battery metals and rare earth elements could significantly impact EM&T's profitability, influenced by factors beyond the company's control[190]. - The anticipated addressable market for EM&T's products may not materialize as projected, affecting financial performance and stock price[188]. - A prolonged economic downturn could lead to reduced revenue and limit access to development funds for battery metals and rare earth elements[191]. - Demand for products is closely linked to sectors like electric vehicles and advanced technologies, with potential negative impacts from market slowdowns[192]. - Industry consolidation may increase competition, reducing revenue and impacting EM&T's ability to compete effectively[196]. - The company faces risks from labor relations, with potential work stoppages disrupting operations and reducing revenues[199]. - A shortage of skilled technicians and engineers could increase operating costs and affect production levels[201]. - Fluctuations in raw material costs may adversely affect profitability, with significant reliance on feedstocks for production[204]. - Disruptions in transportation services could impair the ability to supply products, negatively impacting operational results[205]. - The emergence of substitutes for EM&T's products could diminish revenue generation potential[209]. Cybersecurity and Compliance Risks - The company relies heavily on information technology systems that are vulnerable to cyber threats, which could disrupt operations and harm its reputation[228]. - Cybersecurity incidents could require significant management resources to address and may not be fully covered by insurance, leading to potential financial losses[232]. Stock and Market Risks - The price of EM&T Common Stock may be volatile due to various market and industry factors, which could negatively impact stockholder value[234]. - Failure to meet Nasdaq's continued listing requirements could result in delisting of EM&T Common Stock, impairing stockholders' ability to trade their shares[235].

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].

Financial Performance - The company reported a net loss of $520,976 for the three months ended June 30, 2025, primarily due to operating expenses of $570,186 and franchise taxes of $36,027[223]. - For the six months ended June 30, 2025, the company had a net loss of $1,041,417, with operating expenses totaling $1,137,909 and franchise taxes of $73,227[224]. - The company reported a net loss per share, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities[262]. IPO and Capital Raising - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021[227]. - The company also raised $3,475,000 from the sale of 347,500 private placement units at $10.00 per unit, which occurred simultaneously with the IPO[228]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[231]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO[251]. Trust Account and Cash Management - As of January 14, 2022, a total of $77,276,860 from the IPO and private placement units was placed in the Trust Account[230]. - As of June 30, 2025, cash held in the Trust Account was $12,249,440, intended for completing a Business Combination[234]. - The Company has withdrawn a total of $1,045,248 from the Trust Account for taxes through June 30, 2025[236]. - For the six months ended June 30, 2025, cash used in operating activities was $965,084, while net cash provided by financing activities was $760,748[232]. Business Combination and Mergers - The company entered into a merger agreement with Evolution Metals LLC on April 1, 2024, which is subject to various amendments and conditions[207]. - The CMR Merger Agreement includes a provision for the shareholders of Critical Mineral Recovery, Inc. to receive 22,500,000 shares of New EM Common Stock and $125,000,000 in cash[216]. - The company expects to incur significant costs in pursuing its acquisition plans and does not assure the success of completing a business combination[202]. - The Company may need to raise additional capital to meet working capital needs and complete a Business Combination before the mandatory liquidation date[240]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on December 31, 2024, indicating non-compliance with listing requirements due to failure to complete a business combination by December 27, 2024[203]. - Management has substantial doubt about the Company's ability to continue as a going concern through September 30, 2025, if a Business Combination is not completed[240]. Economic and Market Conditions - The company is facing potential adverse impacts on operations due to economic uncertainties, including downturns in financial markets, inflation, and geopolitical instability[258]. Accounting Standards and Reporting - As an "emerging growth company," the company is electing to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[259]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[266]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures[267]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[264]. - ASU 2023-07, effective December 31, 2024, mandates additional segment reporting disclosures, including significant segment expenses and the role of the chief operating decision maker[265]. - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[263]. Debt and Financial Obligations - As of June 30, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[248]. - The Company issued Working Capital Notes totaling $2,501,714 as of June 30, 2025, with amounts outstanding reported in related party loans[257]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2025[250].

[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 ...

Financial Position - As of September 30, 2023, the company had cash and marketable securities held in the trust account totaling $39,613,658[151] - The company has no long-term debt, capital lease obligations, or operating lease obligations as of September 30, 2023[170] - The Company has no off-balance sheet arrangements or obligations as of September 30, 2023[169] Income and Loss - For the three months ended September 30, 2023, the company reported a net income of $164,293, primarily from interest and dividends earned on marketable securities[139] - For the nine months ended September 30, 2023, the company incurred a net loss of $39,380, with operating expenses amounting to $1,744,482[140] Share Redemption - The company redeemed approximately 4,097,964 shares of common stock for a total of $42.6 million at a redemption price of $10.40 per share on March 24, 2023[129] - On September 29, 2023, the company redeemed 1,456,871 shares for $15.7 million at a redemption price of $10.79 per share, leaving $23.4 million in the trust account[132] Business Combination and Acquisition Plans - The company has extended its business combination period to June 30, 2024, allowing additional time to complete a merger or acquisition[133] - The company has incurred significant costs related to its acquisition plans and does not expect to generate operating revenues until after completing a business combination[138] - The company faces substantial doubt about its ability to continue as a going concern through August 30, 2023, if it does not complete a business combination[155] Promissory Notes and Working Capital - The company issued a promissory note for $50,000 to the Sponsor, contributing to a total working capital loan of $534,000[137] - As of September 30, 2023, the outstanding balance under the Promissory Notes was $2,296,371, compared to $1,545,537 as of December 31, 2022[165] - The Company issued a total of six promissory notes in the principal amount of $125,000 each to the Sponsor, with no interest, payable upon consummation of the initial business combination[161] - The Company issued Working Capital Notes totaling $484,100 as of September 30, 2023, with no outstanding balance as of December 31, 2022[175] Underwriting and Agreements - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO, with deferred underwriting commissions of $2,704,690[170] - The Company has entered into a backstop agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of September 30, 2023[168] Company Classification and Risks - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[180] - The Company may face adverse effects on its operations due to economic uncertainties, including inflation and geopolitical instability[179] - The company is a smaller reporting company and is not required to provide detailed market risk disclosures[183] - Management's estimates and assumptions significantly impact the reported amounts of assets and liabilities[182] - Actual results may materially differ from the estimates made by management[182]