Welsbach Technology Metals Acquisition Corp.

622,238,987 registered shares is by a wide margin the largest single registration in this slice, and it is the ceiling on what this deal can issue. The agreement was amended once just five days after it was signed and twice more since, which is what the document itself records about the deal's stability. Approval is not a single-constituency vote: WTMA stockholders, the EM equityholder and equity holders of further Target Companies must each approve, so any one of them can hold the transaction up. No vote date and no redemption deadline are stated in this portion.

The registered ceiling of 622,238,987 shares is identical to the following amendment, so it was already fixed at this stage. The underlying agreement is an amended and restated one carrying three further amendments, the first only five days after signing. Because approval is needed from WTMA stockholders, the EM equityholder and the equity holders of additional Target Companies, the transaction has multiple independent approval gates rather than one shareholder vote. No vote date and no redemption deadline appear in this portion.

622,186,896 shares is the ceiling on issuance and it rose at this amendment, so the dilution a WTMA public stockholder faces grew between versions rather than settling. The transaction is not a single-target merger: six co-registrants are named, including Critical Mineral Recovery, Inc. in Missouri and four South Korean operating companies — Handa Lab Co., Ltd., KCM Industry Co., Ltd., KMMI INC. and NS World Co., Ltd. — so closing depends on the equity holders of the other Target Companies as well as on WTMA's stockholders.

615,785,471 shares is the stated ceiling on what WTMA may issue, which is the measure of dilution for a public stockholder of a vehicle of that size. Closing requires approval not only from WTMA's stockholders but from EM's member and from the equity holders of the other Target Companies, and the co-registrant table names six of them, four incorporated in South Korea. This version is preliminary and subject to completion, and it does not state a date for the stockholder meeting.

615,785,471 shares is an extraordinarily large registered block for a SPAC of this size, and it is the number that measures what a WTMA public stockholder is being diluted by. The transaction is not a single-target merger: alongside Evolution Metals LLC the co-registrants include Critical Mineral Recovery, Inc. of Missouri and four South Korean operating companies — Handa Lab Co., Ltd., KCM Industry Co., Ltd., KMMI INC. and NS World Co., Ltd. — and closing requires approval from the equity holders of those other Target Companies as well as from WTMA stockholders.

Twelve more months at zero cost to the sponsor is the most one-sided extension structure in this backlog; the company has already stretched its deadline by a year and nine months from September 30, 2022. The economics for holders are finely balanced: the stock closed at $11.10 on May 28, 2024 against a $11.15 redemption price, so redeeming is worth about five cents more than selling, though the proxy warns there may not be sufficient liquidity to sell at all. Redemptions may also trigger excise tax.

The $10.00 is a deemed value written into the consideration, so the 15 million shares are fixed while what they are worth is not. Those shares cover more than common stock: they are issued in respect of outstanding WaveTech Common Stock, WaveTech Preferred Stock and WaveTech Convertible Instruments, plus shares underlying or exchangeable for unvested restricted stock units, so the target's whole capital structure sits inside the single pool. The exchange ratio is expected to be approximately 0.8946 as of the date of the proxy statement/prospectus.

Redemption decides who owns this company. WTMA public holders go from 8,500,455 shares (32.3%) at no redemptions to 4,636,612 (20.6%) at 50% and 772,769 (3.5%) at maximum, while WaveTech Group shareholders hold a flat 15,000,000 (57.0% rising to 66.8%) and the sponsor group holds 2,319,181 (8.8% rising to 10.5%). Trust held $78,510,772 at September 30, 2022, about $10.16 per public share, and founder shares are excluded from that pro rata calculation. Up to 17,500,000 earnout shares sit on top, in tranches of up to 3,750,000 on FY2023 revenue of $23.7m and FY2024 revenue of $54.8m.

The financing of this deal is not stated. The number of PIPE shares, the PIPE price per share, the aggregate PIPE purchase price and the principal amount of Convertible Notes to be sold before closing are all left as bracketed placeholders, and the special meeting is given only as a bracketed date in 2023. Qualified Stockholders of WaveTech may also receive up to 17,500,000 Earnout Shares on top of the 15 million, and the Sponsor and Sponsor Persons agreed to vote at least 2,237,876 shares in favour of the merger. The exchange ratio is expected to be approximately 0.8946.

What changed: Evolution Metals & Technologies Corp. (Nasdaq: EMAT) reported that on August 13, 2026 its board appointed General Thomas A. Bussiere (ret.) as an independent Class I director effective immediately and to the audit, compensation and nominating and corporate governance committees, with no arrangements or understandings behind the selection and no family relationships or Item 404(a) interests. Why it matters: The audit committee chair changed hands twice in three days — Stoddard resigned on August 11 and Locker took the chair on August 12 — with the new director joining the committee on August 13. The document gives two different descriptions of the incoming director's most senior command, so the summary line and the biography in the same filing do not agree.

What changed: Item 7.01 8-K of Evolution Metals Technologies Corp. (Nasdaq: EMAT), filed under Welsbach Technology Metals Acquisition Corp's CIK. On August 10, 2026 the company issued a press release announcing the appointment of Kenji Konishi as Head of Magnet Engineering & Production, furnished as Exhibit 99.1 under Regulation FD rather than filed. Why it matters: A management appointment furnished rather than filed, with the appointee's background and terms only in the exhibit; no compensatory arrangement is disclosed in the 8-K body and it is not reported under Item 5.02.

What changed: 8-K of Evolution Metals Technologies Corp. Item 7.01 (Regulation FD disclosure): on July 22, 2026 the Company issued a press release announcing that it has received its first shipment of neodymium-praseodymium (NdPr) metal under its previously executed supply agreement with Senri Trading Co., Ltd. The press release is furnished as Exhibit 99.1 and is not deemed filed for Section 18 purposes nor incorporated by reference into Securities Act or Exchange Act filings except by specific reference. Exhibit 104 is the Inline XBRL cover page. Why it matters: An operational milestone furnished rather than filed. The report states no volume, no price, no contract term and no counterparty obligation, and it does not identify where the supply agreement itself is on file, so nothing here can be measured against the agreement it performs.

What changed: Evolution Metals & Technologies Corp., the Welsbach Technology Metals Acquisition Corp. successor, furnished a July 7, 2026 press release announcing an agreement with Senri Trading Co., Ltd. for the purchase of neodymium-praseodymium metal sourced from a non-China supplier, for use in its rare earth permanent magnet production operations. The release is Exhibit 99.1 and the information is furnished rather than filed, so it is not subject to Section 18 liability or incorporated by reference into other filings. Why it matters: Securing NdPr metal outside China is the binding constraint for any Western permanent magnet producer, since China controls most refining capacity and has used export controls on these materials. An offtake agreement therefore addresses the single largest execution risk in the business plan former WTMA holders bought into. The filing gives no volume, price or term, so the extent to which it covers planned production cannot be judged from this disclosure.