Core Viewpoint - The successful approval of the business combination between Welsbach Technology Metals Acquisition Corp. (WTMA) and Evolution Metals LLC (EM) aims to establish a fully integrated and independent critical minerals and materials supply chain in the US, reducing reliance on China [1][2]. Group 1: Business Combination Details - WTMA and EM are merging to scale four operating companies: bonded magnet manufacturing, sintered magnet manufacturing, magnet metals and alloys production, and smart machine design and automation [2]. - The combined entity will be renamed Evolution Metals & Technologies Corp. (EM&T) and is expected to trade on Nasdaq under the symbol EMAT [2]. Group 2: Future Plans and Operations - EM&T plans to replicate and scale its operations in the USA, aiming to build the largest commercial scale critical minerals and materials industrial campus in America, including the largest hydrometallurgy and pyrometallurgy facility outside China [3]. - The company will leverage advanced technologies such as robotics and automation for integrated midstream and downstream recycling and processing of critical minerals and materials for various industries, including automotive, aerospace, and renewable energy [4][8]. Group 3: Strategic Goals - EM's strategy focuses on establishing a secure and reliable supply chain for critical minerals and materials that is 100% independent of China, targeting essential products for electric vehicles, electronics, and defense applications [8]. - The initiative aims to create jobs and promote a greener future by providing tailored solutions to support clients globally [8].

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Welsbach Technology Metals Acquisition Corp. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, changes in stockholders' deficit, cash flows, and comprehensive notes detailing the company's operations, accounting policies, and significant events [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets provide a snapshot of the company's financial position as of June 30, 2025, and December 31, 2024, highlighting changes in assets, liabilities, and stockholders' deficit Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------------- | :-------------------------- | :------------------ | | **Assets** | | | | Cash | $711 | $1,185 | | Prepaid taxes | $144,502 | $14,077 | | Total current assets | $145,213 | $15,262 | | Restricted cash held in trust account | $12,249,440 | $12,257,933 | | TOTAL ASSETS | $12,394,653 | $12,273,195 | | **Liabilities** | | | | Accounts payable and accrued expenses | $3,174,499 | $2,929,443 | | Due to affiliates | $473,663 | $413,663 | | Income taxes payable | $163,839 | $125,950 | | Excise tax payable and interest and penalties | $890,702 | $719,090 | | Due to stockholders for redemption of Common Stock | $11,242,981 | — | | Convertible promissory notes – related party | $2,296,371 | $2,296,371 | | Working capital loans – related party | $2,501,714 | $1,740,966 | | Total current liabilities | $20,743,769 | $8,225,483 | | Deferred underwriting fee payable | $2,704,690 | $2,704,690 | | TOTAL LIABILITIES | $23,448,459 | $10,930,173 | | **Stockholders' Deficit** | | | | Accumulated deficit | $(12,040,383) | $(10,802,493) | | TOTAL STOCKHOLDERS' DEFICIT | $(12,040,155) | $(10,802,265) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations detail the company's financial performance, showing a significant increase in net loss for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to higher operating expenses and reduced interest income from the trust account Condensed Consolidated Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating expenses | $570,186 | $277,662 | $1,137,909 | $549,654 | | Franchise tax | $36,027 | $50,000 | $73,227 | $100,000 | | Loss from operations | $(606,213) | $(327,662) | $(1,211,136) | $(649,654) | | Interest income from restricted cash | $98,318 | $258,639 | $195,369 | $519,320 | | Loss before provision for income taxes | $(507,895) | $(69,023) | $(1,015,767) | $(130,334) | | Provision for income taxes | $(13,081) | $(26,249) | $(25,650) | $(35,098) | | Net loss | $(520,976) | $(95,272) | $(1,041,417) | $(165,432) | | Basic and diluted net loss per share (redemption feature) | $(0.16) | $(0.02) | $(0.31) | $(0.04) | | Basic and diluted net loss per share (no redemption feature) | $(0.16) | $(0.02) | $(0.31) | $(0.04) | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The statements of changes in stockholders' deficit show a growing accumulated deficit, primarily driven by net losses, accretion of redeemable common stock, and excise tax on redemptions, reflecting the company's pre-Business Combination operational phase Accumulated Deficit Changes | Metric | January 1, 2025 | June 30, 2025 | | :--------------------------------------- | :-------------- | :------------ | | Balance, January 1, 2025 | $(10,802,493) | | | Accretion of redeemable common stock | $(38,999) | $(45,044) | | Excise tax on redemption of Class A common stock | — | $(112,430) | | Net loss | $(520,441) | $(520,976) | | Balance, June 30, 2025 | | $(12,040,383) | | Metric | January 1, 2024 | June 30, 2024 | | :--------------------------------------- | :-------------- | :------------ | | Balance, January 1, 2024 | $(9,266,105) | | | Accretion of redeemable common stock | $(189,223) | $(175,577) | | Excise tax on redemption of Class A common stock | — | $(122,198) | | Net loss | $(70,160) | $(95,272) | | Balance, June 30, 2024 | | $(9,918,535) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows show that the company primarily used cash in operating activities, partially offset by cash provided by investing activities (from the Trust Account for taxes) and financing activities (from related party loans) Condensed Consolidated Statements of Cash Flows Highlights | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(1,041,417) | $(165,432) | | Interest income on restricted cash | $(195,369) | $(519,320) | | Interest and penalties on excise tax payable | $59,182 | — | | NET CASH USED IN OPERATING ACTIVITIES | $(965,084) | $(568,316) | | Cash withdrawn from Trust Account to pay taxes | $203,862 | $19,173 | | NET CASH PROVIDED BY INVESTING ACTIVITIES | $203,862 | $19,173 | | Proceeds from working capital loans - related party | $760,748 | — | | Proceeds from convertible promissory note - related party | — | $551,510 | | NET CASH PROVIDED BY FINANCING ACTIVITIES | $760,748 | $551,510 | | NET CHANGE IN CASH AND RESTRICTED CASH | $(474) | $2,367 | | CASH AND RESTRICTED CASH, END OF PERIOD | $711 | $170,576 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements, covering the company's business operations, significant accounting policies, related party transactions, commitments, contingencies, and recent developments [Note 1 — Description of Organization and Business Operations and Liquidity](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations%20and%20Liquidity) Welsbach Technology Metals Acquisition Corp. (WTMA) is a blank check company formed in May 2021 to pursue a business combination. It has not commenced operations and generates non-operating income from interest on its Trust Account. The company has faced multiple extensions for its business combination deadline, significant share redemptions, and was delisted from Nasdaq, now trading on OTCQB. Substantial doubt exists about its ability to continue as a going concern due to liquidity issues and the impending liquidation date if a business combination is not completed by September 30, 2025 - The Company is a blank check company (SPAC) incorporated in Delaware on May 27, 2021, formed for the purpose of entering into a Business Combination[20](index=20&type=chunk) - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[23](index=23&type=chunk) - The Company was delisted from Nasdaq on January 7, 2025, for failing to complete a Business Combination within 36 months of its IPO, and is now quoted on OTCQB[65](index=65&type=chunk)[66](index=66&type=chunk) - As of June 30, 2025, the Company had **operating cash of $711** and a **working capital deficit of $9,355,575**, raising substantial doubt about its ability to continue as a going concern through September 30, 2025, the scheduled liquidation date[84](index=84&type=chunk)[87](index=87&type=chunk) Summary of Share Redemptions | Redemption Event | Date | Shares Redeemed | Aggregate Redemption Amount | | :--------------------------------------- | :---------------- | :-------------- | :-------------------------- | | March Extensions | March 24, 2023 | 4,097,964 | ~$42.6 million | | September Extensions | September 29, 2023 | 1,456,871 | ~$15.7 million | | June Extensions | June 28, 2024 | 1,090,062 | ~$12.22 million | | Business Combination & Extension Special Meetings | June 26, 2025 | 993,736 | ~$11.24 million | - The Company entered into a binding letter of intent with Evolution Metals LLC (EM) for a potential business combination on March 22, 2024, and subsequently amended the Merger Agreement multiple times, extending the Agreement End Date to September 30, 2025[55](index=55&type=chunk)[56](index=56&type=chunk)[165](index=165&type=chunk) - The Inflation Reduction Act of 2022 (IR Act) imposes a **1% excise tax** on certain stock repurchases, which may apply to redemptions, potentially reducing cash available for a Business Combination. The Company recognized **$890,702 in excise tax liability** (including penalties and interest) as of June 30, 2025[78](index=78&type=chunk)[79](index=79&type=chunk)[83](index=83&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=19&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and policies applied in preparing the unaudited condensed consolidated financial statements, including the basis of presentation, consolidation, status as an emerging growth company, use of estimates, and specific accounting treatments for cash, restricted cash, offering costs, income taxes, and common stock subject to redemption - The Company is an emerging growth company and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[91](index=91&type=chunk)[92](index=92&type=chunk) - Common stock subject to possible redemption is classified as temporary equity, and changes in redemption value are recognized immediately, adjusting the carrying amount to equal the redemption value at each reporting period end[106](index=106&type=chunk)[111](index=111&type=chunk) Redeemable Common Stock | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Redeemable ordinary shares subject to possible redemption | $986,349 | $12,145,287 | | Shares subject to possible redemption | 89,053 | 1,082,789 | - The **effective tax rate was (2.58)%** for the three months ended June 30, 2025, and **(2.53)%** for the six months ended June 30, 2025, differing from the statutory rate primarily due to a full valuation allowance on deferred tax assets and merger and acquisition costs[102](index=102&type=chunk) - ASU 2023-07, Segment Reporting, became effective as of December 31, 2024, and the Company adopted it, requiring disclosures of significant segment expenses and CODM information[120](index=120&type=chunk) [Note 3 — Initial Public Offering and Over-Allotment](index=24&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering%20and%20Over-Allotment) This note details the initial public offering (IPO) of 7,500,000 units at $10.00 each, generating $75,000,000, and the partial exercise of the over-allotment option for an additional 227,686 units, generating $2,276,860 - The Company sold **7,500,000 Units** at **$10.00 per Unit** in its IPO, **generating gross proceeds of $75,000,000**[23](index=23&type=chunk)[122](index=122&type=chunk) - Underwriters partially exercised their over-allotment option, **purchasing an additional 227,686 Units** for **$2,276,860**[25](index=25&type=chunk)[123](index=123&type=chunk) [Note 4 — Private Placement](index=24&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of 347,500 units to the Sponsor for $3,475,000, and an additional 4,554 units for $45,540, with proceeds placed in the Trust Account to fund a Business Combination - The Company consummated the sale of **347,500 Private Placement Units** to the Sponsor at **$10.00 per unit**, **generating $3,475,000**[24](index=24&type=chunk)[124](index=124&type=chunk) - An additional **4,554 Private Placement Units** were sold for **$45,540**[26](index=26&type=chunk)[125](index=125&type=chunk) - Proceeds from Private Placement Units are held in the Trust Account and will be used to fund the redemption of Public Shares if a Business Combination is not completed[126](index=126&type=chunk) [Note 5 — Related Party Transactions](index=25&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note details transactions with related parties, including the Sponsor's Founder Shares, amounts due to affiliates for support services, and various non-interest bearing promissory notes (Working Capital Notes and Convertible Promissory Notes) issued to the Sponsor to finance transaction costs and extensions for the Business Combination - The Sponsor initially purchased **1,437,500 Class B common shares**, which were exchanged for **2,156,250 Founder Shares**, with **224,328 forfeited** due to partial over-allotment exercise[128](index=128&type=chunk) - The Company **expensed $60,000** for support services from the Sponsor for both the three and six months ended June 30, 2025, with **$473,663 due to affiliates as of June 30, 2025**[131](index=131&type=chunk)[132](index=132&type=chunk)[145](index=145&type=chunk) - The Company has **outstanding Working Capital Notes totaling $2,501,714** as of June 30, 2025, and **Convertible Promissory Notes totaling $2,296,371**, both non-interest bearing and convertible into private units upon Business Combination[139](index=139&type=chunk)[143](index=143&type=chunk) [Note 6 — Commitments and Contingencies](index=29&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's various commitments and contingencies, including registration rights, deferred underwriting fees, the Merger Agreement with Evolution Metals LLC (EM) and its subsequent amendments, the terminated CMR Merger Agreement, and ancillary agreements such as support and lock-up agreements, non-redemption agreements, and an advisory agreement with J.V.B. Financial Group, LLC, as well as a PIPE Anchor Equity Investment term sheet - A **deferred underwriting fee of $2,704,690** is payable to underwriters upon completion of a Business Combination[148](index=148&type=chunk) - The Company entered into a Merger Agreement with Evolution Metals LLC (EM) on April 1, 2024, which has been amended multiple times, including extending the Agreement End Date to September 30, 2025[149](index=149&type=chunk)[150](index=150&type=chunk)[165](index=165&type=chunk) - The CMR Merger Agreement, which contemplated the acquisition of Critical Mineral Recovery, Inc., was terminated on July 3, 2025[158](index=158&type=chunk)[195](index=195&type=chunk) - Non-Redemption Agreements were entered into with investors, committing them not to redeem shares in exchange for additional MergeCo shares upon Business Combination, with the latest agreement **for 704,097 shares** **resulting in 35,205 MergeCo shares**[174](index=174&type=chunk) - The Company engaged J.V.B. Financial Group, LLC (CCM) for advisory services, with CCM **entitled to 15,000 Post-Closing Company Fee Shares** upon the closing of the initial business combination, as conditions were met after the June 26, 2025 Extension Special Meeting[180](index=180&type=chunk)[181](index=181&type=chunk) - A Term Sheet was signed with Broughton Capital Group (BCG) for a **$500 million PIPE Anchor Equity Investment** and a **debt facility of up to $6.2 billion** for EM&T, contingent on due diligence and closing conditions[182](index=182&type=chunk) [Note 7 — Stockholders' Deficit](index=35&type=section&id=Note%207%20%E2%80%94%20Stockholders'%20Deficit) This note details the components of stockholders' deficit, including the recapitalization of Founder Shares and the number of common stock shares authorized and outstanding, distinguishing between shares subject to and not subject to possible redemption - The Company is **authorized to issue 100,000,000 shares** of common stock with a par value of **$0.0001 per share**[184](index=184&type=chunk) Common Stock Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Common stock outstanding (excluding redeemable) | 2,283,976 | 2,283,976 | | Common stock subject to possible redemption | 89,053 | 1,082,789 | [Note 8 — Fair Value Measurements](index=36&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) This note explains the company's approach to fair value measurements, classifying assets and liabilities based on observable inputs, and states that as of June 30, 2025, and December 31, 2024, assets in the Trust Account were held in cash, with no other assets or liabilities measured at fair value on a recurring basis - The fair value of the Company's financial assets and liabilities approximates their carrying amounts due to their short-term nature[99](index=99&type=chunk) - As of June 30, 2025, and December 31, 2024, substantially all assets held in the Trust Account were in cash, and there were no investments held in the Trust Account[96](index=96&type=chunk)[187](index=187&type=chunk) - The Company **withdrew $70,775,640** from the Trust Account for common stock redemptions, including **$2,267,561** of interest distributed to stockholders and **$1,045,248** for franchise and income taxes, from inception through June 30, 2025[187](index=187&type=chunk) [Note 9 — Segment Information](index=36&type=section&id=Note%209%20%E2%80%94%20Segment%20Information) This note identifies the Chief Operating Officer as the Chief Operating Decision Maker (CODM) and confirms that the company operates as a single operating segment. The CODM reviews interest income from restricted cash in the Trust Account and general and administrative expenses to assess performance and allocate resources - The Company's Chief Operating Officer is identified as the Chief Operating Decision Maker (CODM)[190](index=190&type=chunk) - The Company has only one operating segment[190](index=190&type=chunk) - Key metrics reviewed by the CODM include interest income from restricted cash held in the Trust Account and general and administrative expenses[193](index=193&type=chunk) [Note 10 — Subsequent Events](index=37&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) This note discloses subsequent events after the balance sheet date of June 30, 2025, specifically the termination of the CMR Merger Agreement on July 3, 2025, and Amendment No. 5 to the Merger Agreement on July 21, 2025, which acknowledged this termination and removed related references - The CMR Merger Agreement was terminated on July 3, 2025, as the business combination did not close by June 30, 2025[195](index=195&type=chunk) - Amendment No. 5 to the Amended and Restated Agreement and Plan of Merger was entered into on July 21, 2025, acknowledging the termination of the CMR Merger Agreement and removing related precedent step transactions[196](index=196&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including an overview of its blank check nature, recent developments such as Nasdaq delisting and ongoing merger activities, detailed financial results, liquidity challenges, related party transactions, and critical accounting policies. It emphasizes the substantial doubt about the company's ability to continue as a going concern without completing a business combination - The Company is a blank check company with no operating revenues, focused on completing an initial Business Combination[201](index=201&type=chunk)[222](index=222&type=chunk) - The Company was delisted from Nasdaq on January 7, 2025, for failing to complete its Business Combination within 36 months of its IPO, and its securities are now quoted on OTCQB[203](index=203&type=chunk)[205](index=205&type=chunk) - The Merger Agreement with Evolution Metals LLC (EM) has undergone multiple amendments, with the latest extending the Agreement End Date to September 30, 2025[207](index=207&type=chunk)[212](index=212&type=chunk) Results of Operations Highlights | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(520,976) | $(95,272) | $(1,041,417) | $(165,432) | | Operating expenses | $570,186 | $277,662 | $1,137,909 | $549,654 | | Interest income from Trust Account | $98,318 | $258,639 | $195,369 | $519,320 | - As of June 30, 2025, the Company had **operating cash of $711** and a **working capital deficit of $9,355,575**, leading to substantial doubt about its ability to continue as a going concern through September 30, 2025, without additional financing or a Business Combination[235](index=235&type=chunk)[238](index=238&type=chunk)[240](index=240&type=chunk) - The Company has various non-interest bearing promissory notes (Working Capital Notes and Convertible Promissory Notes) outstanding to the Sponsor, **totaling $2,501,714** and **$2,296,371** respectively as of June 30, 2025, to finance transaction costs and extensions[248](index=248&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Welsbach Technology Metals Acquisition Corp. is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[267](index=267&type=chunk) [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. There have been no material changes in internal control over financial reporting during the last fiscal quarter - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[268](index=268&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[270](index=270&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) There are no legal proceedings to report for the company - The Company has no legal proceedings to disclose[273](index=273&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) This section outlines a partial list of material risks, including the company's nature as a blank check company, challenges in completing a business combination within the prescribed timeframe, potential conflicts of interest, liquidity issues, and the impact of economic uncertainty and regulatory changes. The independent auditor's report also expresses substantial doubt about the company's ability to continue as a going concern - The Company is a blank check company with no revenue or basis to evaluate its ability to select a suitable business target[274](index=274&type=chunk) - There is a risk that the Company may not be able to complete its initial business combination within the prescribed timeframe, leading to liquidation[274](index=274&type=chunk) - Conflicts of interest may arise due to the potential for initial stockholders to profit substantially even if public stockholders experience losses, given their investment loss if a business combination is not completed[281](index=281&type=chunk) - The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[281](index=281&type=chunk) - The Company's ability to identify a target and consummate a business combination may be adversely affected by economic uncertainty and volatility in financial markets[281](index=281&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report - The Company has no unregistered sales of equity securities and use of proceeds to report[276](index=276&type=chunk) [Item 3. Defaults upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) There were no defaults upon senior securities to report for the company - The Company has no defaults upon senior securities to report[277](index=277&type=chunk) [Item 4. Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable to the Company[278](index=278&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205.%20Other%20Information) This section confirms that none of the company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the six months ended June 30, 2025 - No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the six months ended June 30, 2025[280](index=280&type=chunk) [Item 6. Exhibits](index=54&type=section&id=Item%206.%20Exhibits) This section lists all documents filed as exhibits to the Quarterly Report on Form 10-Q, including various amendments to the Merger Agreement, related party agreements, share exchange agreements, certifications, and XBRL documents - Exhibits include Amendment No. 2, 3, 4, and 5 to the Amended and Restated Plan of Merger, various Share Exchange Agreements, and certifications[284](index=284&type=chunk)[285](index=285&type=chunk)[287](index=287&type=chunk) [SIGNATURES](index=56&type=section&id=SIGNATURES) This section contains the official signatures of the registrant's Chief Executive Officer and Chief Financial Officer, certifying the filing of the report - The report is signed by Daniel Mamadou, Chief Executive Officer, and John Stanfield, Chief Financial Officer, on August 14, 2025[291](index=291&type=chunk)

Core Viewpoint - The successful approval of the Business Combination between Welsbach Technology Metals Acquisition Corp. (WTMA) and Evolution Metals LLC (EM) aims to establish a fully integrated and independent critical minerals and materials supply chain in the U.S. that is not reliant on China [1][4]. Group 1: Business Combination Details - WTMA and EM plan to acquire, scale, and integrate five operating companies focused on bonded and sintered magnet manufacturing, magnet metals and alloy production, Li-ion battery recycling, and smart machine design and automation [2]. - The combined entity will be renamed Evolution Metals & Technologies Corp. (EM&T) and is expected to trade on Nasdaq under the symbol EMAT [2]. Group 2: Technological Integration and Industry Focus - EM&T will utilize advanced technologies such as robotics and artificial intelligence (AI) to provide integrated midstream and downstream recycling and processing of critical minerals and materials for various industries including automotive, aerospace, defense, healthcare, high tech, consumer electronics, and renewable energy [3]. - The merger is positioned to create a secure, U.S.-centered supply chain for critical materials essential for clean energy and advanced manufacturing [4][8]. Group 3: Strategic Vision and Future Plans - The merger represents a strategic alignment of values and vision, aiming to deliver long-term value for stakeholders while promoting sustainability and industrial resilience [4]. - Plans include replicating Korean operations in Missouri to create a major industrial campus focused on processing batteries and e-waste into essential materials [4].

Core Viewpoint - The merger between Welsbach Technology Metals Acquisition Corp. and Evolution Metals LLC aims to create a fully integrated and operational critical minerals and materials supply chain independent of China, addressing supply chain vulnerabilities in the Western world [1][4]. Company Overview - Welsbach Technology Metals Acquisition Corp. (WTMA) is a publicly traded special purpose acquisition company focused on high-impact technology metals businesses aligned with global sustainability and security trends [5]. - Evolution Metals LLC is dedicated to establishing a secure and reliable supply chain for critical minerals and materials (CMM) that is completely independent of China, focusing on manufacturing, recycling, and processing facilities for essential products [6]. Business Combination Details - WTMA and EM plan to acquire 100% interest in five operating companies, leading to the formation of a new entity named Evolution Metals & Technologies Corp. (EM&T), which will trade on Nasdaq under the symbol EMAT [2]. - The SEC has declared effective the registration statement on Form S-4, facilitating the business combination [1][10]. Strategic Importance - The merger is positioned as a transformative step toward American resilience in critical materials, responding to U.S. government policy imperatives for reshoring strategic industries and securing CMM supply chains [4]. - EM&T aims to leverage advanced technologies such as robotics and artificial intelligence for integrated midstream and downstream CMM recycling and processing, targeting key industries including automotive, aerospace, defense, healthcare, and renewable energy [3]. Environmental and Economic Impact - By integrating CMM recycling, processing, and advanced materials production, EM&T expects to reduce dependence on China-controlled supply chains, thereby strengthening America's industrial and national security [4]. - The company plans to deliver significant environmental, strategic, and economic impacts through its operations [4].

Financial Performance - The Company reported a net loss of $520,441 for the three months ended March 31, 2025, primarily due to operating expenses of $567,723[190]. - For the three months ended March 31, 2024, the Company had a net loss of $70,160, with operating expenses of $271,992[191]. - The Company reported a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities as of March 31, 2025[226]. Cash and Capital Management - As of March 31, 2025, the Company had cash held in the Trust Account amounting to $12,354,984, intended for completing the Business Combination[198]. - Cash used in operating activities for the three months ended March 31, 2025, was $474,936, with net cash provided by financing activities of $474,489[197]. - The Company has withdrawn a total of $841,386 from the Trust Account for taxes, utilized for franchise and income taxes[200]. - The Company may need to raise additional capital through loans or investments to meet working capital needs and complete a Business Combination[204]. - The Company has no long-term debt or capital lease obligations as of March 31, 2025[215]. Business Combination and Agreements - The CMR Merger Agreement includes a cash payment of $125,000,000 and 22,500,000 shares of New EM Common Stock to CMR shareholders[186]. - The Company issued a promissory note of $474,490 to the Sponsor on March 31, 2025, in exchange for cash[180]. - The Company issued two promissory notes of $772,769 each to the Sponsor, which are payable upon consummation of the initial Business Combination[206]. - The Company issued six promissory notes of $125,000 each to the Sponsor, also payable upon consummation of the initial Business Combination[207]. - The Company issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor, resulting in a total outstanding amount of $84,100[208]. - The Company issued additional Working Capital Notes with principal amounts totaling $1,760,000 from August 30, 2023, to March 31, 2025[219]. - The Company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of March 31, 2025[213]. Accounting and Regulatory Matters - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[227]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid; management does not expect a material impact on financial statements[228]. - ASU 2023-07, effective December 31, 2024, mandates additional disclosures on significant segment expenses and performance measures; management has adopted this standard in financial statements[229]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures under the Exchange Act[231]. Going Concern - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[179]. - The Company has substantial doubt about its ability to continue as a going concern through June 30, 2025, if it does not complete a Business Combination by that date[204]. - As of March 31, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[212]. - As of March 31, 2025, there were $2,215,455 outstanding under the Working Capital Notes[221].

IPO and Trust Account - WTMA completed its IPO on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[22]. - As of December 31, 2024, $12,257,933 remains in the trust account established from the IPO proceeds[26]. - A total of $77,276,860 was placed into the trust account following the IPO[111]. - The trust account has approximately $11.32 per share available for distribution if the business combination is not completed by the liquidation date[104]. - Stockholders are entitled to demand conversion of their shares for a pro rata portion of the amount in the trust account, estimated at $10.00 per share as of December 31, 2024[92]. - The company has withdrawn a total of $841,386 from the trust account for taxes through December 31, 2024, with $579,564 utilized for franchise and income taxes through December 31, 2023[177]. Business Combination Plans - WTMA has extended the deadline for completing a business combination multiple times, with the latest extension allowing until June 30, 2025[23]. - On January 25, 2024, WTMA announced a non-binding letter of intent for a potential business combination in the critical materials space[28]. - The binding letter of intent with Evolution Metals LLC was announced on March 22, 2024, for a potential business combination[29]. - The CMR Merger Agreement includes a cash payment of $125 million and up to $50 million to repay CMR's indebtedness[35]. - The company anticipates that the fair market value of the target business must be at least $9,806,346 to satisfy the 80% test for its initial business combination[69]. - The company aims to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[71]. - The company plans to seek stockholder approval for its initial business combination, allowing public stockholders to convert their shares into a portion of the aggregate amount in the trust account[72]. - The company may seek stockholder approval if required by law or Nasdaq requirements, or for business reasons[76]. - The company may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC[81]. - The company will only consummate the initial business combination if public stockholders do not exercise conversion rights that would cause net tangible assets to be less than $5,000,001[77]. - Approximately 93.75% or more of the shares of common stock sold in the initial public offering exercising conversion rights would prevent the business combination from being consummated[77]. Financial Performance and Projections - For the fiscal year ended December 31, 2024, the company reported a net loss of $899,927, primarily due to operating expenses of $1,428,060 and franchise taxes of $154,785, partially offset by interest income of $808,868[167]. - For the year ended December 31, 2023, the company had a net loss of $54,322, with operating expenses of $2,022,981 and franchise taxes of $200,000, offset by interest and dividends of $2,168,659 from marketable securities[168]. - The company incurred cash used in operating activities of $1,459,263 for the year ended December 31, 2024, and $1,347,387 for the year ended December 31, 2023[174][175]. - The company anticipates incurring increased expenses as a public company, including legal and compliance costs, as well as due diligence expenses related to business combinations[166]. - The company faces substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a business combination[180]. Governance and Management - The company has a strong emphasis on governance and social benefits, participating in the United Nations Global Compact and adhering to various sustainable development goals[56]. - The management team has extensive experience in capital markets, having raised over $4 billion in the resources space and managed supply chains of bulk commodities[58]. - The company emphasizes the importance of independent board members and advisors with proven track records in relevant sectors[61]. - The company has four executive officers who are expected to devote an average of approximately 10 hours per week to the business[117]. - Management assessed the effectiveness of internal control over financial reporting and determined it was effective as of December 31, 2024[218]. - There were no changes in internal control over financial reporting that materially affected the Company during the most recent fiscal quarter[219]. Market and Industry Outlook - The company anticipates significant investment in the Technology Metals and Energy Transition Metals sectors due to increasing demand driven by decarbonization efforts[46]. - Goldman Sachs estimates that the European Union Green Deal will channel over $12 trillion into clean energy infrastructure by 2050[40]. - The demand for Technology Metals is expected to rise significantly as the transition to electric vehicles accelerates[45]. - The company aims to support the development of supply chains for Technology Metals to meet the growing demand in North America and Europe[52]. - The company focuses on creating reliable and resilient supply chains for critical materials in the clean energy transition, including lithium, nickel, and graphite[55]. Competition and Challenges - The company may face competition from well-established entities with greater resources in identifying target businesses[113]. - The company may face intense competition from competitors of the target business after the initial business combination[117]. - The company may not be able to obtain additional financing to complete its initial business combination or reduce the number of shareholders requesting redemption[126]. - The company has no revenue and is a blank check company, which may affect its ability to select a suitable business target and complete its initial business combination[124]. Stockholder Rights and Redemption - Public stockholders may have to wait until June 30, 2025, to receive a portion of the trust account if the business combination is not consummated[85]. - A public stockholder is restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[93]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[75]. - Stockholders who elect to convert their shares may withdraw their request at any time up to the vote on the proposed business combination[99]. - The company must ensure that net tangible assets do not fall below $5,000,001 for the business combination to proceed[111]. - Insiders collectively own approximately 65.3% of the issued and outstanding shares of common stock, which may influence the approval of the business combination[80].

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $80,697, primarily due to operating expenses of $215,108 and franchise taxes of $10,400, offset by interest income of $180,541 [199]. - For the nine months ended September 30, 2024, the company had a net loss of $246,129, with operating expenses totaling $757,950 and franchise taxes of $117,212, offset by interest income of $699,861 [200]. - The company has neither engaged in any operations nor generated any operating revenues to date, with non-operating income derived solely from interest income from the IPO proceeds [198]. - The company incurred cash used in operating activities of $929,776 for the nine months ended September 30, 2024, while net cash provided by investing activities was $12,238,964 [209]. - The company had a net cash used in financing activities of $11,476,212 for the nine months ended September 30, 2024, primarily reflecting proceeds from convertible promissory notes and working capital loans [209]. Capital and Financing - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units, which included one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination [204]. - The company will need to raise additional capital through loans or investments to meet its working capital needs and may face challenges in obtaining such financing [215]. - The company has issued multiple promissory notes to the Sponsor, including a principal amount of $373,737 on March 20, 2024, $177,773 on June 28, 2024, and $192,069 on September 30, 2024 [188]. - As of September 30, 2024, there was $2,296,371 outstanding under the Convertible Promissory Notes [229]. - As of September 30, 2024, the company reported $1,292,679 outstanding under the Working Capital Notes, compared to $549,100 as of December 31, 2023 [230]. - The company issued a total of $772,769 in promissory notes to the Sponsor on two occasions in 2022, with no interest and payable upon consummation of the initial business combination [218][220]. - The company issued six promissory notes in the principal amount of $125,000 each to the Sponsor from March to August 2023, all bearing no interest [221]. - The company has the option to convert the promissory notes into additional private units at a price of $10.00 per unit upon consummation of the business combination [227]. - The company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of September 30, 2024 [231]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of September 30, 2024 [232]. Operational Risks and Concerns - The company plans to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [187]. - The company has substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a Business Combination prior to that date [216]. - The company may face adverse effects on its operations due to economic uncertainties, including inflation and geopolitical instability [243]. Accounting and Reporting - Management has not identified any critical accounting estimates that could materially differ from actual results [250]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid [251]. - Management believes that the adoption of ASU 2023-09 will not have a material impact on the financial statements [252]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures [253]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately [247]. - As of September 30, 2024, the company reported no dilutive securities, resulting in basic and diluted loss per share being the same [248]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO, with deferred commissions of $2,704,690 [233]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [246].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $95,272, primarily due to operating expenses of $277,662 and franchise taxes of $50,000, offset by interest income of $258,639 [152]. - For the six months ended June 30, 2024, the company had a net loss of $165,432, with operating expenses totaling $549,654 and interest income of $519,320 [153]. - The company incurred cash used in operating activities of $568,316 for the six months ended June 30, 2024 [161]. Cash and Investments - As of June 30, 2024, the company had cash held in the trust account amounting to $24,269,376, intended for completing a business combination [163]. - The company had a net cash used in investing activities of $42,037,434 for the six months ended June 30, 2023, primarily due to redemptions of common stock [162]. - The company has withdrawn a total of $760,186 from the trust account for taxes, with $592,174 utilized for franchise and income taxes [164]. Debt and Financing - The company issued a promissory note in the principal amount of $373,737 to the Sponsor on March 20, 2024, in exchange for cash [150]. - As of June 30, 2024, the Company had $2,296,371 outstanding under Convertible Promissory Notes [179]. - As of June 30, 2024, the Company had $1,100,610 outstanding under Working Capital Notes, an increase from $549,100 as of December 31, 2023 [190]. - The Company issued Working Capital Notes totaling $1,500,000, with the latest being $177,773 on June 28, 2024 [177]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations [182]. IPO and Underwriting - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021 [156]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO [182]. Business Viability and Concerns - Management has raised substantial doubt about the company's ability to continue as a going concern through August 30, 2023, if a business combination is not completed [168]. - The company has significant ongoing costs related to its acquisition plans and may need additional financing to complete a business combination [149]. Accounting and Compliance - The Company does not have any off-balance sheet arrangements as of June 30, 2024 [181]. - The Company has not identified any critical accounting estimates that could materially differ from actual results [198]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [192]. - The Company does not believe that the adoption of ASU 2023-09 will have a material impact on its financial statements [199]. Agreements - The Company has entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of June 30, 2024 [180].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $70,160, primarily due to operating expenses of $271,992 and franchise taxes of $50,000, offset by interest income of $260,681 [132]. - For the three months ended March 31, 2023, the company had a net loss of $230,201, with operating expenses of $858,322 and franchise taxes of $50,000, offset by interest and dividend income of $845,090 [133]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [131]. Cash and Financing - As of March 31, 2024, the company had cash held in the trust account amounting to $24,029,910, which is intended for completing a business combination [142]. - The company incurred cash used in operating activities of $373,737 for the three months ended March 31, 2024, with net cash provided by financing activities also at $373,737 [140]. - The company raised gross proceeds of $75,000,000 from its IPO, along with an additional $3,475,000 from the sale of private placement units [135][136]. - The company issued a promissory note on March 20, 2024, in the principal amount of $373,737 to the Sponsor for working capital [130][155]. - The company may need to raise additional capital to complete its business combination or to meet working capital needs, with no assurance that new financing will be available [146]. - The Company issued Working Capital Notes totaling $1.5 million, with individual notes including $84,000, $378,000, $22,000, $50,000, $15,000, and $373,737 issued between July 2023 and March 2024 [166][168]. - The underwriters received a cash underwriting discount of $1,545,537 and are entitled to deferred underwriting commissions of $2,704,690 from the IPO closing [162]. Debt and Obligations - As of March 31, 2024, the outstanding amount under the Convertible Promissory Notes was $2,296,371, and under the Working Capital Notes was $922,837, compared to $549,100 as of December 31, 2023 [159][169]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations as of March 31, 2024 [161]. - The Company does not have any off-balance sheet arrangements or obligations as of March 31, 2024 [161]. Going Concern and Risks - 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 [147]. - Various factors, including economic uncertainty and geopolitical instability, may adversely affect the Company's results of operations and ability to complete an initial business combination [170]. Accounting and Compliance - The Company has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period [175]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [171]. - The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures [176]. - The Company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of March 31, 2024 [160].

IPO and Fundraising - The company completed its initial public offering on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[24]. - An additional $3.475 million was generated from the private sale of 347,500 units to the sponsor at the same price per unit[25]. - The total amount of $77,276,860 from the IPO and private placement proceeds was placed in a trust account[27]. - The company issued multiple promissory notes totaling $125,000 each to extend the business combination deadline, convertible into units at $10.00 per unit[29]. - The company has a total of 1,931,922 founder shares held by insiders[13]. Business Combination and Timeline - The company has until September 30, 2023, to complete its initial business combination, following an extension approved by stockholders[29]. - Stockholders approved a charter amendment to extend the Combination Period until June 30, 2024, with 1,456,871 shares redeemed for a total of $15.7 million, leaving approximately $23.4 million in the trust account[30]. - The fair market value of the target business must be at least $19,153,092 to satisfy the 80% test for the initial business combination[62]. - The company anticipates that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[64]. - The company must maintain net tangible assets of at least $5,000,001 upon closing of the business combination to avoid being subject to SEC "penny stock" rules[68]. - If the business combination is not completed by the Liquidation Date, automatic winding up and liquidation will occur without stockholder vote[98]. - The company must complete its initial business combination within 9 months of the IPO, or it will terminate and distribute trust account amounts to public stockholders[106]. Investment Focus and Market Trends - The company is focused on pursuing targets in the Technology Metals and ETMs sectors, excluding operations in China and its special administrative regions[23]. - The European Union Green Deal is projected to channel over $12 trillion in clean energy infrastructure investments by 2050, significantly transforming energy production and infrastructure[33]. - China has committed $16 trillion to cleantech infrastructure investments by 2060, focusing on renewables, green hydrogen, and carbon capture[34]. - The U.S. is expected to see a significant increase in investment in Technology Metals and Energy Transition Metals (ETMs) as the Biden administration advances its net zero carbon policy[38]. - Welsbach aims to develop supply chains for Technology Metals to meet the rising demand driven by the transition to electric vehicles and renewable energy[40]. - The demand for ETMs is expected to increase significantly, with a long lead time for new mining projects to come online, creating pressure on existing supply chains[43]. Management and Governance - The management team is led by experienced executives, including the CEO, CFO, and COO, who have extensive experience in managing supply chains of bulk commodities[28]. - The management team has extensive experience in capital markets, having raised over $4 billion in the resources sector, and is well-positioned to identify and negotiate business combinations[50][51]. - The company adheres to the UN Sustainable Development Goals, focusing on sustainable practices and environmental governance in its operations[45]. - Insiders collectively own approximately 51.2% of the issued and outstanding shares, which may influence the approval of the business combination[74]. - The company may amend insider agreements without stockholder approval, potentially affecting the governance structure[108]. Stockholder Rights and Redemption - Stockholders owning approximately 93.75% or more of the shares may prevent the consummation of the business combination if they exercise conversion rights[71]. - Stockholder approval is required if the company issues shares representing 20% or more of the outstanding shares as consideration in a business combination[76]. - Public stockholders can demand conversion of shares for a pro rata portion of the trust account, valued at $10.00 per share as of December 31, 2023[88]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[89]. - The company may conduct redemptions without a stockholder vote under SEC tender offer rules, but will seek approval if required by law or stock exchange rules[75]. Financial and Legal Considerations - The trust account funds may be subject to creditor claims, which take priority over public stockholder claims[102]. - The trust account holds $77,276,860, which is subject to claims that could reduce the amount available to stockholders[106]. - Stockholders may be liable for claims up to the amount they received in distributions, potentially extending beyond three years after dissolution[105]. - The company will obtain a fairness opinion from an independent investment banking firm before completing a business combination with an entity affiliated with any of its officers or directors[62]. - The company is required to provide audited financial statements of any target business as part of proxy solicitation materials[118]. Competition and Market Challenges - The company may face intense competition from well-established entities with greater resources in identifying and completing business combinations[112]. - If the initial business combination is not completed, the trust account may be subject to bankruptcy claims, potentially affecting stockholder returns[103]. - The company may need to seek third-party financing if the net tangible asset threshold limits the ability to consummate the business combination[71]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to delay compliance with certain accounting standards until it no longer qualifies[121]. - The company has adopted an insider trading policy to prevent insiders from purchasing shares during blackout periods[87]. - The company is not required to provide certain disclosures as a smaller reporting company, which may impact investor perception[202].