Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2025, for Evolution Metals & Technologies Corp. (formerly Welsbach Technology Metals Acquisition Corp. or "WTMA"). The filing reflects the historical financial position of WTMA as a Special Purpose Acquisition Company (SPAC) prior to its business combination. On January 5, 2026, WTMA consummated a merger with Evolution Metals LLC ("EM") and its subsidiaries (collectively, the "Business Combination"), changing its name to Evolution Metals & Technologies Corp. ("EM&T"). The historical financial statements in this report do not include the operations of EM or its acquired Korean subsidiaries, as the transaction is treated as a reverse recapitalization with EM as the accounting acquirer.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Year Ended Dec 31, 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(1,789,441) | $(899,927) |
| Operating Expenses | $1,948,431 | $1,428,060 |
| Interest Income (Trust Account) | $276,616 | $808,868 |
| Cash (Operating) | $4,022 | $1,185 |
| Restricted Cash (Trust Account) | $6,464,974 | $12,257,933 |
| Total Liabilities | $12,216,774 | $10,930,173 |
| Stockholders' Deficit | $(12,008,870) | $(10,802,265) |
Debt and Related Party Obligations: As of December 31, 2025, the company had $2,296,371 in Convertible Promissory Notes and $2,868,228 in Working Capital Loans, both owed to related parties (the Sponsor). Additionally, $533,663 was due to affiliates for support services.
Material Changes vs. Prior Period
- Increased Net Loss: Net loss increased by approximately 99% from $899,927 in 2024 to $1,789,441 in 2025, driven primarily by higher operating expenses ($1.95M vs $1.43M) and a significant decrease in interest income from the Trust Account ($276k vs $809k).
- Trust Account Depletion: Restricted cash in the Trust Account decreased by approximately $5.8 million (from $12.26M to $6.46M) due to shareholder redemptions totaling $5.87 million in 2025.
- Reduction in Excise Tax Liability: Following IRS guidance clarifying that SPACs pricing IPOs prior to August 16, 2022, are not subject to excise tax on redemptions, the company reversed $879,876 of previously accrued excise tax liabilities in 2025.
- Shareholder Base: The number of shares subject to possible redemption decreased from 1,082,789 in 2024 to 564,337 in 2025.
Guidance, Outlook, and Risks
Outlook and Strategy: Post-merger, EM&T operates as a holding company focused on critical materials recycling (rare earths, battery metals) and manufacturing. The company plans to develop a U.S. industrial campus to process end-of-life materials. Management expects to require significant additional capital to fund growth initiatives, capital expenditures, and working capital, with plans to conduct a primary equity offering within several months of the closing.
Going Concern: The independent auditor has issued a report expressing substantial doubt about the company's ability to continue as a going concern for the twelve-month period following the issuance of the financial statements. This is due to the lack of significant external funding at the closing of the Business Combination and the need for future financing to support operations.
Key Risks:
- Liquidity: The company has limited operating cash ($4,022) and relies on future equity or debt financing to continue operations.
- Feedstock Availability: Success depends on securing reliable supplies of spent lithium-ion batteries and e-scrap, for which the company currently has no long-term supply contracts.
- Integration: Risks associated with integrating the recently acquired Korean subsidiaries and establishing U.S. operations.
- Regulatory and Geopolitical: Exposure to trade restrictions, export controls, and fluctuations in commodity prices for critical minerals.
Investor Verification Checklist
- Capital Raise Status: Verify the status of the planned primary equity offering mentioned in the "Going Concern" section to assess immediate liquidity risks.
- Feedstock Contracts: Confirm if the company has secured any definitive long-term supply agreements for spent batteries or e-scrap, as the filing states none currently exist.
- Post-Merger Financials: Note that this 10-K does not contain the consolidated financial results of the operating subsidiaries (EM and Korean companies); investors must wait for the first post-closing periodic report (Q1 2026) for operational revenue and profit data.
- Related Party Debt: Review the terms of the $5.16 million in related-party debt (Working Capital Loans and Convertible Notes) to understand potential dilution or repayment obligations.
- Internal Controls: Acknowledge the material weaknesses in internal controls identified in the acquired subsidiaries, which may impact the reliability of future financial reporting.