As filed with the Securities and Exchange Commission on April 25, 2025

Registration No. 333-283119

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Welsbach Technology Metals Acquisition Corp.*
(Exact name of registrant as specified in its charter)

____________________

For co-registrants, see “Table of Co-Registrants” on the following page.

____________________

4422 N. Ravenswood Ave. #1025
Chicago, IL 60640
Telephone: +1 (251) 280-1980
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Christopher Clower, Chief Operating Officer
4422 N. Ravenswood Ave #1025
Chicago, IL 60640
Telephone: +1 (251) 280-1980
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

____________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the proxy statement/prospectus contained herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

TABLE OF CO-REGISTRANTS

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(1)      The Co-Registrant has the following principal executive office: 815 State Hwy OO, Fredericktown, MO 63645. The agent for service for the Co-Registrant is Rob Feldman, 815 State Hwy OO, Fredericktown, MO, 63645.

(2)      The Co-Registrant has the following principal executive office: 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401. The agent for service for the Co-Registrant is David Wilcox, 516 S Dixie Hwy, Unit 209, West Palm Beach, FL 33401.

(3)      The Co-Registrant has the following principal executive office: 201, Daejeon Startup Park, 7-12, Daehak-ro 179 beon-gil, Yuseong-gu, Daejeon Metropolitan City, Republic of Korea. The agent for service for the Co-Registrant is Cogency Global Inc., which is located at 122 East 42nd Street, 18th Floor, New York, NY 10168 and has the telephone number (800) 221-0102.

(4)      The Co-Registrant has the following principal executive office: 65 Gado-ro, Gunsan-si, Jeollabuk-do, South Korea (Osikdo-dong). The agent for service for the Co-Registrant is Cogency Global Inc., which is located at 122 East 42nd Street, 18th Floor, New York, NY 10168 and has the telephone number (800) 221-0102.

(5)      The Co-Registrant has the following principal executive office: 46 Blue Seo-ro 2gil, Donghae-myeon, Nam-gu, in Pohang-si, Republic of Korea. The agent for service for the Co-Registrant is Cogency Global Inc., which is located at 122 East 42nd Street, 18th Floor, New York, NY 10168 and has the telephone number (800) 221-0102.

(6)      The Co-Registrant has the following principal executive office: 99 Naechuokso-gil, Buk-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, South Korea. The agent for service for the Co-Registrant is Cogency Global Inc., which is located at 122 East 42nd Street, 18th Floor, New York, NY 10168 and has the telephone number (800) 221-0102.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 25, 2025

PROXY STATEMENT OF

WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640

PROSPECTUS FOR UP TO
622,238,987 SHARES OF COMMON STOCK OF
WELSBACH TECHNOLOGY METALS ACQUISITION CORP.
(WHICH WILL BE RENAMED EVOLUTION METALS & TECHNOLOGIES CORP. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

Dear Welsbach Technology Metals Acquisition Corp. Stockholders:

We are pleased to provide this proxy statement/prospectus relating to the proposed merger (the “Merger”) of WTMA Merger Subsidiary LLC, a Delaware limited liability company (“Merger Sub”) and a direct, wholly owned subsidiary of Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”), and Evolution Metals LLC, a Delaware limited liability company (“EM”), pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by the Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated as of February 10, 2025, and as amended by the Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among WTMA, Merger Sub and EM. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. If the Merger Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by WTMA’s stockholders, the EM Equityholder and the equity holders of the other Target Companies (as defined below), and the Business Combination is subsequently completed, at the effective time of the Merger (the “Effective Time”) Merger Sub will merge with and into EM, with EM surviving the Merger as a wholly owned subsidiary of WTMA. In connection with the closing of the Business Combination (the “Closing”), WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post-Closing entity is referred to as “New EM”).

EM was formed as a holding company to develop midstream and downstream opportunities in the critical minerals and materials space. In particular, EM is dedicated to developing a secure, reliable global supply chain for critical minerals and materials (“CMM”), leveraging advanced technologies and strategic consolidation of midstream and downstream manufacturers. EM’s mission is to support key industries such as automotive, aerospace, and defense, while driving a sustainable future through efficient processing and the application of cutting-edge robotics and artificial intelligence (“AI”). As part of the Business Combination, prior to the Merger, EM expects to acquire all of the equity interests of each of Handa Lab Co., Ltd., a Korean company (“Handa Lab”), KCM Industry Co., Ltd., a Korean company (“KCM”), KMMI INC., a Korean company (“KMMI”), and NS World Co., Ltd., a Korean company (“NS World” and, collectively with Handa Lab, KCM and KMMI, the “Korean Companies”), through a series of transactions, pursuant to which the equity holders of the Korean Companies will exchange their equity interests in the Korean Companies for EM Member Units (as defined herein), and each of the Korean Companies will become a wholly owned subsidiary of EM. In addition, as part of the Business Combination, WTMA expects to acquire all of the equity interests of Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”), pursuant to a right that it will acquire from EM upon consummation of the Merger. We refer to EM, CMR and the Korean Companies herein as the “Target Companies.” WTMA, EM, and certain other parties have entered into a definitive merger agreement pursuant to which WTMA will acquire (indirectly through one of its affiliates) CMR (as amended and restated, the “CMR Merger Agreement”), and EM also has entered into definitive share exchange agreements to acquire each of the Korean Companies. The consummation of the transactions contemplated by the Merger Agreement are conditioned on the consummation of the acquisition of CMR and the Korean Companies.

As a result of and upon the Closing, among other things, (a) all EM Member Units outstanding immediately prior to the Effective Time (including EM Member Units issued in exchange for the outstanding equity interests of the Korean Companies, but excluding the outstanding EM Member Units held by US NewCo (as defined herein)) will be cancelled in exchange for the right to receive an aggregate of 483,849,290 shares of New EM Common Stock (as defined herein),

(b) all EM Convertible Preferred Units outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive an aggregate of 109,436,181 shares of New EM Common Stock and, in the case of certain holders of EM Convertible Preferred Units, cash consideration in the amount of $25.0 million (clauses (a) and (b), together, the “Aggregate Merger Consideration”), (c) all outstanding equity interests of CMR will be cancelled in exchange for the right to receive an aggregate of 22,500,000 shares of New EM Common Stock and cash consideration in the amount of $125.0 million (clause (c), together with the Aggregate Merger Consideration, the “Total Consideration”) and (d) New EM will contribute cash in an amount equal to $50.0 million to CMR to be used in part to repay CMR’s indebtedness. The 615.8 million shares, in aggregate, of New EM Common Stock to be issued as part of the Total Consideration (at a deemed value of $10.00 per share) represent a pre-transaction aggregate equity value of EM and the other Target Companies of approximately $6.158 billion.

If the Business Combination is consummated, the EM Equityholder, and the holders of EM Convertible Preferred Units, Handa Lab common stock, KCM common stock, KMMI common stock, NS World common stock and CMR common stock outstanding immediately prior to any of the transactions contemplated by the Merger Agreement will receive 475,962,290 shares, 109,436,181 shares, 750,000 shares, 1,440,000 shares, 4,400,000 shares, 1,297,000 shares and 22,500,000 shares of New EM Common Stock, respectively, which will constitute 58.0%, 13.3%, 0.1%, 0.2%, 0.5%, 0.2% and 2.7% of the voting power of New EM, respectively, assuming no Redemption Rights are exercised in connection with the Business Combination and the other transactions expected to be consummated in connection with the Business Combination, including the PIPE Investment (as defined herein) are completed. See “Questions and Answers for Stockholders of WTMA — What equity stake will current WTMA stockholders, the EM Unitholders and other stakeholders hold in New EM immediately after the consummation of the Business Combination?” in this proxy statement/prospectus.

Additionally, upon the Closing:

•        Each WTMA Unit issued and outstanding as of immediately prior to the Closing will, to the extent not detached, automatically be detached into the underlying WTMA Common Stock and one public right, and public units will no longer trade as separate securities;

•        Every ten (10) WTMA Rights will be canceled and converted into one share of WTMA Common Stock free and clear of all liens (other than any restrictions on resale or other transfer under applicable securities laws and, in the case of the Sponsor and the Sponsor Persons, the Sponsor Support and Lock-up Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time shall cease to have any rights with respect to such WTMA Rights, except as provided by the terms and conditions of the Merger Agreement or by law; and

•        WTMA expects to change its name to “Evolution Metals & Technologies Corp.,” and each share of WTMA Common Stock outstanding immediately prior to the Business Combination that is not redeemed will remain outstanding as a share of New EM Common Stock.

On January 7, 2025, WTMA’s securities were suspended and delisted from the Nasdaq Stock Market LLC (“Nasdaq”). WTMA’s public units and public stock (each, as defined herein) are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,” respectively, and public rights (as defined herein) are currently quoted on the OTCQB under the symbol “WTMAR.” WTMA intends to apply to list the New EM Common Stock on Nasdaq under the symbol “EMAT”, upon the Closing. See “Risk Factors — Risks Related to the Business Combination and WTMA — Failure to complete a business combination within the required timeframe under Nasdaq Rule IM 5101-2(b) has resulted in the suspension and delisting of our securities, which could have material adverse consequences for our business, shareholders, and ability to complete a business combination.” and “Risk Factors — Risks Related to the Business Combination and WTMA — Nasdaq may not list the New EM Common Stock on its exchange or, if listed, Nasdaq may delist the New EM Common Stock from its exchange in the future, both of which could limit investors’ ability to make transactions in New EM’s securities and subject New EM to additional trading restrictions.” for a discussion of the risks relating to the delisting of WTMA’s securities from Nasdaq and the potential that the New EM Common Stock may not be listed on Nasdaq after the completion of the Business Combination. Additionally, pursuant to the Merger Agreement, it is a condition to closing the Business Combination that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq, and if such listing does not occur, the Business Combination cannot close unless the condition to list the shares of New EM Common Stock on Nasdaq is waived in writing by all the parties to the Merger Agreement. See “Risk Factors — Risks Related to the Business Combination and WTMA — The Business

Combination cannot close unless the condition that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq has been met or waived in writing by all the parties to the Merger Agreement.”

In connection with the Business Combination, WTMA expects to sell shares of WTMA Common Stock (the “PIPE Securities”) to certain potential third-party investors (collectively, the “PIPE Investors”) who may purchase the PIPE Securities on the terms described in the PIPE Term Sheet (as defined herein) (the “PIPE Investment”). However, there is no assurance that WTMA will be able to agree to final terms with any third-party PIPE Investors or enter into definitive documentation with respect to the PIPE Investment in a timely manner or at all. The proceeds of any PIPE Investment, together with the amounts remaining in WTMA’s trust account as of immediately following the Closing, after giving effect to redemptions of public stock, the payment of the cash portion of the Total Consideration and the payment of certain fees and expenses incurred in connection with the Business Combination, will be retained by New EM following the Closing. However, the proposed PIPE Investment is not a firm commitment and there is a risk that the PIPE Investment may not occur, or the funding could be delayed or reduced, which would have a material impact on the WTMA’s financial position and ability to execute the Business Combination. See “Risk Factors — Risks Related to the Business Combination and WTMA — If the conditions to the Merger Agreement are not met, the Business Combination may not occur” and “Risk Factors — Risks Related to the Business Combination and WTMA — The Minimum Available Cash Condition may make it more difficult for WTMA to complete the Business Combination as contemplated.”

The Merger Agreement provides that the obligations of EM to consummate the Merger are conditioned on, among other things, that as of the Closing, New EM would have available to it a positive amount of cash after giving effect to (x) the amount in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their rights to redeem all or a portion of their shares of WTMA Common Stock pursuant to the Existing Charter and certain WTMA and EM transaction expenses, plus (y) the amount of the PIPE Investment actually received by WTMA prior to or substantially concurrently with the Closing, plus (z) the aggregate gross proceeds received or to be received by WTMA or EM pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA or EM or any of WTMA’s subsidiaries, if any (the “Minimum Available Cash Condition”). The Minimum Available Cash Condition is for the sole benefit of EM.

The consummation of the Business Combination is also subject to the receipt of regulatory approvals, customary closing conditions, and the approvals of the WTMA stockholders, the holder of the EM Member Units and the holders of the equity interests of the other Target Companies.

In connection with the entry into the Merger Agreement, on November 6, 2024, Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), WTMA, EM, and certain other officers and directors of WTMA (the “Sponsor Persons”) entered into a Sponsor Support and Lock-up Agreement, a copy of which is attached to this proxy statement/prospectus as Annex E (as it may be amended or supplemented from time to time, the “Sponsor Support and Lock-up Agreement”), pursuant to which the Sponsor and Sponsor Persons agreed to, among other things, vote at least 2,192,212 shares of WTMA Common Stock (as defined herein), or approximately 65.11% of the issued and outstanding shares of WTMA Common Stock, in favor of the Merger Agreement and the Business Combination, in each case, subject to the terms and conditions contemplated by the Sponsor Support and Lock-up Agreement.

WTMA cordially invites you to attend a special meeting of its stockholders (the “Special Meeting”) to consider matters related to the proposed Business Combination. WTMA, EM and the other Target Companies cannot complete the Business Combination unless WTMA’s stockholders consent to the approval of the Merger Agreement and the Business Combination, including the issuance of New EM Common Stock to be issued as part of the Total Consideration. WTMA is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus in order to obtain stockholder approvals of the proposals necessary to complete the Business Combination, and these proposals are described in this proxy statement/prospectus.

The Special Meeting will be held on June 13, 2025, at 10:00 a.m. Eastern Time, via a virtual meeting. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/wtmau/2025. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. WTMA recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. The Special Meeting will be completely virtual. You will not be able to attend the Special Meeting in person.

Financing Transactions

The following is a brief description of material financing transactions of WTMA that have occurred since the initial public offering that was consummated on December 30, 2021:

WTMA issued ten working capital notes to the Sponsor pursuant to which the Sponsor loaned WTMA an aggregate principal amount of $2,215,356 as follows:

•        On July 30, 2023, the Company issued a promissory note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for cash.

•        On August 30, 2023, the Company issued a promissory note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for cash.

•        On September 28, 2023, the Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange for cash.

•        On November 10, 2023, the Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange for cash.

•        On December 29, 2023, the Company issued a promissory note (the “Working Capital Note 5”) in the principal amount of $15,000 to the Sponsor in exchange for cash.

•        On March 20, 2024, the Company issued a promissory note (the “Working Capital Note 6”) in the principal amount of $373,737 to the Sponsor in exchange for cash.

•        On June 28, 2024, the Company issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for cash.

•        On September 30, 2024, the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in exchange for cash.

•        On December 30, 2024, the Company issued a promissory note (the “Working Capital Note 9”) in the principal amount of $448,287 to the Sponsor in exchange for cash.

•        On March 31, 2025, the Company issued a promissory note (the “Working Capital Note 10”) in the principal amount of $474,490 to the Sponsor in exchange for cash.

Working Capital Note 1, together with Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9 and 10 (hereinafter, collectively, the “Working Capital Notes”) are convertible, non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial business combination unless there are funds available outside the trust account to do so.

•        WTMA also issued convertible, non-interest bearing, unsecured promissory notes consisting of convertible extension notes (the “Convertible Extension Notes”) to the Sponsor pursuant to which the Sponsor loaned WTMA an aggregate principal amount of $2,296,371 as follows: On September 30, 2022, the Company issued a first promissory note (the “First Extension Note”) in the principal amount of $772,769 to the Sponsor in connection with the extension of the period in which WTMA has to complete an initial business combination under the Existing Charter. The First Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the trust account released to the Company’s or (ii) at the Sponsor’s discretion, conversion, in full or in part, upon consummation of the Company’s business combination into additional Private Units at a price of $10.00 per unit (the “Conversion”).

•        On December 30, 2022, the Company issued a second promissory note (the “Second Extension Note”) in the principal amount of $772,769 to the Sponsor in connection with the extension of the period in which WTMA has to complete an initial business combination under the Existing Charter. The Second Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the trust account released to the Company’s or (ii) at the Sponsor’s discretion, the Conversion.

The compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction may result in material dilution of the equity interests of non-redeeming shareholders. For a description of all potential material sources of dilution that may occur in connection with the Business Combination, see the section entitled “Risk Factors — Public stockholders will experience immediate dilution as a consequence of the issuance of New EM Common Stock as consideration in the Business Combination and with respect to certain other potential issuances. Having a minority stock ownership position may reduce the influence that WTMA’s current stockholders have on the management of New EM.”

Conflicts of Interest

When you consider the recommendation of the WTMA Board in favor of approval of the Merger Agreement Proposal, you should keep in mind that the Sponsor and its affiliates, WTMA’s directors and executive officers and certain directors or members, officers and equity owners of the Target Companies have actual or potential material conflicts of interest, including whether to approve such proposal and proceed with the Business Combination, with unaffiliated WTMA security holders. These actual or potential material conflicts of interest may influence WTMA’s directors in making their recommendation that you vote in favor of the Merger Agreement Proposal and the transactions contemplated thereby. These actual or potential material conflicts of interest were considered by the WTMA Board when it approved the Business Combination. See “Merger Agreement Proposal — Conflicts of Interest” for additional discussion of these actual or potential material conflicts of interest.

WTMA is providing this proxy statement/prospectus and the accompanying proxy card to you in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

More information about WTMA, EM, the other Target Companies and the Business Combination is contained in this proxy statement/prospectus. WTMA urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed in the section entitled “Risk Factors” beginning on page 70 of this proxy statement/prospectus.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE WTMA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO WTMA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated [            ], 2025, and is first being mailed to the stockholders of WTMA on or about [            ], 2025.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Welsbach Technology Metals Acquisition Corp.

4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2025

TO THE STOCKHOLDERS OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”), will be held at 10:00 a.m., Eastern Time, on June 13, 2025, virtually via live webcast at https://www.cstproxy.com/wtmau/2025. WTMA recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

•        Proposal No. 1 — The Merger Agreement Proposal — to consider and vote upon a proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by the Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, and as amended by the Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among WTMA, Merger Sub and EM, a copy of which is attached to this proxy statement/prospectus as Annex A, and the Business Combination. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into EM, with EM surviving the Merger as a wholly owned subsidiary of WTMA, which is expected to change its name to Evolution Metals & Technologies Corp. upon consummation of the Business Combination, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “Merger Agreement Proposal”);

•        Proposal No. 2 — The Organizational Documents Proposal — to consider and vote upon a proposal to approve and adopt the proposed Amended and Restated Certificate of Incorporation of New EM (the “Proposed Charter”) and proposed Amended and Restated Bylaws of New EM (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) (the “Organizational Documents Proposal”);

•        Proposal No. 3 — The Advisory Governance Proposals — to consider and vote upon the following nine separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and Proposed Bylaws (collectively, the “Advisory Governance Proposals”):

(A)    Proposal No. 3A — Advisory Governance Proposal A — an amendment to the Existing Charter (as defined herein) to change the authorized capital stock of WTMA from (i) 101,000,000 shares, consisting of (a) 100,000,000 shares of WTMA Common Stock and (b) 1,000,000 shares of preferred stock, each with par value $0.0001 per share, under the Existing Charter to (ii) 1,501,000,000 shares, consisting of (a) 1,500,000,000 shares of New EM Common Stock and (b) 1,000,000 shares of New EM preferred stock, each with par value $0.0001 per share, under the Proposed Charter;

(B)    Proposal No. 3B — Advisory Governance Proposal B — an amendment to the Existing Bylaws (as defined herein) to provide for a board of directors consisting of three classes of directors, with only one class of directors being elected each year and each class serving a three-year term;

(C)    Proposal No. 3C — Advisory Governance Proposal C — an amendment to the Existing Bylaws to provide that any vacancies on the New EM Board of Directors, or new directorships, may be filled exclusively by the affirmative vote of a majority of the directors then in office, not the New EM stockholders;

(D)    Proposal No. 3D — Advisory Governance Proposal D — an amendment to the Existing Bylaws to provide that special meetings of the stockholders may be called by the New EM Board of Directors, the chairperson of the New EM Board of Directors, the executive chairman of the New EM Board of Directors, the chief executive officer or president, and shall not be called by any other person or persons;

(E)    Proposal No. 3E — Advisory Governance Proposal E — an amendment to the Existing Charter to require the affirmative vote of the holders of at least two-thirds (66 and 2∕3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to amend: provisions of the Proposed Bylaws; the provisions related to New EM Common Stock; the provisions relating to forum selection; the provisions regarding removal of directors; the indemnification provisions; the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and the amendment provision requiring that the above provisions be amended only with a two-thirds (66 and 2∕3%) supermajority vote;

(F)    Proposal No. 3F — Advisory Governance Proposal F — an amendment to the Existing Bylaws to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to adopt, amend or repeal the Proposed Bylaws;

(G)   Proposal No. 3G — Advisory Governance Proposal G — an amendment to the Existing Bylaws to require stockholders to meet certain notice and information requirements in order for a stockholder to make any nomination of a person or persons for election to the New EM Board of Directors at an annual meeting or for business to be properly brought before an annual meeting by a stockholder;

(H)   Proposal No. 3H — Advisory Governance Proposal H — an amendment to the Existing Charter to provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act; and

(I)     Proposal No. 3I — Advisory Governance Proposal I — an amendment to the Existing Bylaws to require, for the election of persons nominated for director in an uncontested election, the affirmative vote of a majority of the votes cast in such election, and for the election of persons nominated for director in a contested election, the affirmative vote of a plurality of the votes cast in such election;

•        Proposal No. 4 — The Director Election Proposal — to consider and vote upon a proposal to elect two Class I directors, two Class II directors and two Class III directors to serve on New EM’s board of directors upon Closing of the Business Combination until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the “Director Election Proposal”);

•        Proposal No. 5 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New EM Common Stock as part of the Total Consideration (the “Stock Issuance Proposal”);

•        Proposal No. 6 — The New EM Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the New EM Equity Incentive Plan (as defined herein), a copy of which is attached to this proxy statement/prospectus as Annex F (the “New EM Equity Incentive Plan Proposal”); and

•        Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or, based on the tabulated votes, there are insufficient votes at the time of the Special Meeting for the approval of one or more of the Condition Precedent Proposals (as defined below) or to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to WTMA stockholders or one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

We may not consummate the Business Combination unless the Merger Agreement Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal (together, the “Condition Precedent Proposals”) are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on

The closing price of public stock on April 22, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, was $13.00. As of December 31, 2024, funds in the trust account totaled approximately $12.3 million and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $11.32 per issued and outstanding share of public stock.

Prior to exercising Redemption Rights, public stockholders should verify the market price of the public stock as they may receive higher proceeds from the sale of their public stock in the public market than from exercising their Redemption Rights if the market price per share is higher than the redemption price. WTMA cannot assure its stockholders that they will be able to sell their public stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their stock.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

The approval of the Organizational Documents Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of WTMA Common Stock entitled to vote. The separate approval of each of the Merger Agreement Proposal, the Advisory Governance Proposals, the Stock Issuance Proposal, the New EM Equity Incentive Plan Proposal and the Adjournment Proposal and the election of each of the director nominees named herein pursuant to the Director Election Proposal require the affirmative vote of the holders of a majority of the shares of WTMA Common Stock represented at the Special Meeting by virtual attendance or by proxy, and entitled to vote at the Special Meeting. WTMA’s initial stockholders, including the Sponsor, and certain of WTMA’s directors and officers have agreed to vote any shares of WTMA Common Stock owned by them in favor of the Business Combination and the proposals described in this proxy statement/prospectus. As of the date of this proxy statement/prospectus, WTMA’s initial stockholders, including the Sponsor, and such directors and officers beneficially own an aggregate of approximately 67.84% of the outstanding shares of WTMA Common Stock, which exceeds the requisite voting thresholds and will be sufficient to approve the Business Combination and each proposal at the Special Meeting.

Your vote is very important.    Whether or not you plan to virtually attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each of the other Condition Precedent Proposals. The Director Election Proposal and the New EM Equity Incentive Plan Proposal are each conditioned on the approval of the Merger Agreement Proposal. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/wtmau/2025. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. WTMA recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. Abstentions by virtual attendance and by proxy will count as present for the purposes of determining the presence of a quorum on all matters at the Special Meeting but broker non-votes will not. If you are a stockholder of record and you attend the Special Meeting and wish to vote virtually, you may withdraw your proxy and vote while attending virtually.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your stock, please contact Advantage Proxy, our proxy solicitor, by calling (877) 870-8565 or banks and brokers can call collect at (206) 870-8565, or by emailing ksmith@advantageproxy.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Welsbach Technology Metals Acquisition Corp., [              ], 2025

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF PUBLIC STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO WTMA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by WTMA (File No. 333-283119) (the “Registration Statement”), constitutes a prospectus of WTMA under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New EM Common Stock to be issued as part of the Total Consideration if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Special Meeting of WTMA stockholders at which WTMA stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to WTMA stockholders nor the issuance by WTMA of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding WTMA and its business, operations, management and other matters has been provided by WTMA, and information contained in this proxy statement/prospectus regarding the Target Companies and their businesses, operations, management and other matters has been provided by the respective Target Companies.

WTMA files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read WTMA’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

This proxy statement/prospectus incorporates important business and financial information about us that is not included in or delivered with this proxy statement/prospectus. If you would like additional copies of this proxy statement/prospectus, without charge, or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact us by telephone or in writing:

Daniel Mamadou, Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640
Tel: (251) 280-1980

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free: (877) 870-8565
Banks and Brokerage Firms, please call: (206) 870-8565
Email: ksmith@advantageproxy.com

If you are a stockholder of WTMA and would like to request documents, please note that to receive timely delivery of the documents in advance of the Special Meeting of WTMA to be held on June 13, 2025, you must request the information no later than June 6, 2025, five (5) business days prior to the date of the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

It is intended that this proxy statement/prospectus will also be used to solicit the required approvals of the equity holders of the Korean Companies in connection with the Business Combination.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which EM conducts its business. EM operates in an industry in which it is difficult to obtain precise industry and market information. EM has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. EM cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that it is possible that any such market, industry and other similar data may not in fact be reliable. While EM is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” in this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. WTMA does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “Agreement End Date” are to June 30, 2025;

•        “Ancillary Agreements” are to the EM Equityholder Support and Lock-up Agreement and the Sponsor Support and Lock-up Agreement;

•        “BCG” are to Broughton Capital Group;

•        “Business Combination” are to the Merger together with the other agreements and transactions contemplated by the Merger Agreement;

•        “Capital Contribution” are to the contribution of $78,870,000 by EM;

•        “Closing” are to the closing of the Business Combination;

•        “Code” are to the Internal Revenue Code of 1986, as amended;

•        “Company,” “we,” “us,” and “our” refer to WTMA before the Closing and New EM after the Closing, following WTMA’s intended name change to “Evolution Metals & Technologies Corp.”;

•        “Condition Precedent Proposals” are to the Merger Agreement Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal, collectively;

•        “Continental” are to Continental Stock Transfer & Trust Company;

•        “CMR Merger” are to the merger of Merger Sub 3 with and into CMR with CMR surviving in the merger, pursuant to Step 12 of the Precedent Transactions;

•        “DGCL” are to the General Corporation Law of the State of Delaware;

•        “Effective Time” are to the date and time the Merger becomes effective;

•        “EM” are to Evolution Metals LLC, a Delaware limited liability company, prior to the Business Combination;

•        “EM Convertible Preferred Units” are to convertible preferred units of EM, in the aggregate amount of $42,280,000 outstanding as of the date of this proxy statement/prospectus;

•        “EM Equityholder” are to David Wilcox, as the sole owner of the voting EM Member Units as of the date of this proxy statement/prospectus;

•        “EM Equityholder Support and Lock-up Agreement” are to that certain Support and Lock-up Agreement, dated November 6, 2024, as amended, entered into by and among WTMA, EM and the EM Equityholder;

•        “EM Holders” are to the EM Unitholders (including Korean Equityholders following Step 5-A of the Precedent Transactions, but excluding US NewCo);

•        “EM Member Units” are to the limited liability company common member interests of EM;

•        “EM Unitholders” are to the holders of the EM Member Units and the EM Convertible Preferred Units, collectively;

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        “Existing Bylaws” are to the Bylaws of WTMA, as amended from time to time to the date of this proxy statement/prospectus;

•        “Existing Charter” are to the Second Amended and Restated Certificate of Incorporation of WTMA, as amended from time to time to the date of this proxy statement/prospectus;

•        “Founder Shares” are to the 1,931,922 outstanding shares of WTMA’s Common Stock held or controlled by the Sponsor prior to the initial public offering;

•        “GAAP” are to accounting principles generally accepted in the United States of America;

•        “Handa Lab” are to Handa Lab Co., Ltd., a Korean company;

•        “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•        “initial public offering” or “IPO” are to WTMA’s initial public offering that was consummated on December 30, 2021;

•        “initial stockholders” are to holders of Founder Shares prior to the consummation of the initial public offering and their respective permitted transferees;

•        “IPO registration statement” are to the Registration Statement on Form S-1 (333-261467) filed by WTMA in connection with its initial public offering, which became effective on December 27, 2021;

•        “IRS” are to the U.S. Internal Revenue Service;

•        “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•        “KCM” are to KCM Industry Co., Ltd., a Korean company;

•        “KMMI” are to KMMI INC., a Korean company;

•        “Korean Companies” or a “Korean Company” are to each of Handa Lab, KCM, KMMI and NS World;

•        “Korean Equityholders” or a “Korean Equityholder” are to each equityholder of EM who surrenders its equity interests in any of the Korean Companies in exchange for EM Member Units pursuant to Step 5-A of the Precedent Transactions;

•        “Korea NewCo” are to that wholly-owned subsidiary and Korean company to be formed by EM;

•        “Lock-Up Period” are to a period ending on the third anniversary of the Closing as specified in the Sponsor Support and Lock-up Agreement and the EM Equityholder Support and Lock-up Agreement, subject to customary early release provisions;

•        “Merger” are to the merger of Merger Sub with and into EM, with EM surviving the merger as a wholly owned subsidiary of WTMA on the terms and conditions set forth in the Merger Agreement.

•        “Merger Agreement” are to the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated as of February 10, 2025, and as amended by Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2025, by and among WTMA, Merger Sub and EM, attached hereto as Annex A, as it may be further amended or supplemented from time to time;

•        “Merger Sub” are to WTMA Merger Subsidiary LLC, a Delaware limited liability company;

•        “Merger Sub 3” are to the wholly-owned subsidiary and Delaware corporation formed by New LLC in the eleventh step of the Precedent Transactions;

•        “Milestones” are to any one or more of the milestone events to be met for any of the RSUs to vest or for any of the Options to vest and become exerciseable as described herein under the caption “Merger Agreement Proposal —  The Merger Agreement — Consideration and Conversion of Certain EM Securities — Equity-Based Incentive Plan” and as provided for in the Merger Agreement or any other applicable agreement governing such milestone events;

•        “Minimum Available Cash Condition” are to the condition under the Merger Agreement to the obligations of EM to consummate the Merger that as of the Closing, New EM would have available to it a positive amount of cash after giving effect to (x) the amount in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that

exercise their rights to redeem all or a portion of their shares of WTMA Common Stock pursuant to the Existing Charter and certain WTMA and EM transaction expenses, plus (y) the amount of the PIPE Investment actually received by WTMA prior to or substantially concurrently with the Closing, plus (z) the aggregate gross proceeds received or to be received by WTMA or EM pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA or EM or any of WTMA’s subsidiaries, if any;

•        “New EM” are to WTMA immediately following the consummation of the Business Combination and its name change to Evolution Metals & Technologies Corp;

•        “New EM Common Stock” are to common stock, par value $0.0001 per share, of New EM, including any class identifiers or other characteristics as specified in the Proposed Charter;

•        “New EM Equity Incentive Plan” are to the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan, the terms of which are substantially in the form attached hereto as Annex F;

•        “New LLC” are to the wholly-owned subsidiary and Delaware limited liability company of EM formed in the tenth step of the Precedent Transactions;

•        “New LLC Interests” are to the limited liability company interests of New LLC;

•        “Nasdaq” are to the Nasdaq Stock Market LLC;

•        “NS World” are to NS World Co., Ltd., a Korean company;

•        “Organizational Documents” are to the Existing Charter and the Existing Bylaws;

•        “Operating Companies” are to the Korean Companies and CMR, collectively;

•        “Person” are to any individual, firm, corporation, partnership, exempted limited partnership, limited liability company, exempted company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

•        “PIPE Investment” are to the anticipated purchase of PIPE Securities pursuant to the PIPE Subscription Agreement, as contemplated by the PIPE Term Sheet;

•        “PIPE Investment Amount” are to the aggregate gross purchase price anticipated to be received by WTMA in connection with the PIPE Investment prior to or substantially concurrently with the Closing;

•        “PIPE Investors” are to those certain investors anticipated to participate in the PIPE Investment pursuant to the PIPE Subscription Agreements;

•        “PIPE Securities” refers to the securities anticipated to be issued by WTMA in connection with the PIPE Investment, which may include shares of WTMA Common Stock, preferred stock, warrants, or other equity-linked instruments, as described in the terms of the PIPE Subscription Agreements anticipated to be executed prior to or concurrently with the Closing of the Business Combination;

•        “PIPE Subscription Agreements” are to the subscription agreements anticipated to be entered into by WTMA, on terms and conditions acceptable to EM, after the date of the Merger Agreement and prior to Closing, pursuant to which the PIPE Investment will be consummated;

•        “PIPE Term Sheet” are to the Debt Facility and Equity Investment Term Sheet Subject to Contract, with an effective date of July 31, 2024, among WTMA, the Sponsor, EM and BCG;

•        “Precedent Transactions” means certain other transactions to be consummated in connection with the Closing as set forth in the Merger Agreement;

•        “private rights” are to the WTMA Rights originally issued as part of the private units, entitling the holder to acquire one-tenth of one share of WTMA Common Stock;

•        “private units” are to the WTMA Units that were issued and sold to the Sponsor in private placements conducted in connection with the initial public offering;

•        “pro forma” are to giving pro forma effect to the Business Combination;

•        “Proposed Bylaws” are to the proposed Second Amended and Restated Bylaws of New EM, attached to this proxy statement/prospectus as Annex C;

•        “Proposed Charter” are to the proposed Third Amended and Restated Certificate of Incorporation of New EM, attached to this proxy statement/prospectus as Annex B;

•        “Proposed Organizational Documents” are to the Proposed Charter and the Proposed Bylaws;

•        “public rights” are to the WTMA Rights originally issued as part of the public units, entitling the holder to acquire one-tenth of one share of WTMA Common Stock;

•        “public stock” are to WTMA Common Stock, including those shares that underlie the WTMA Units, that were offered and sold by WTMA in its initial public offering and registered pursuant to the IPO registration statement;

•        “public stockholders” are to holders of public stock, whether acquired in WTMA’s initial public offering or acquired in the secondary market;

•        “public units” are to the WTMA Units that were issued and sold in connection with the initial public offering pursuant to the IPO registration statement;

•        “redemption” are to each redemption of shares of public stock for cash pursuant to the Existing Charter;

•        “Redemption Rights” are to the rights of the public stockholders to demand redemption of their public stock for cash pursuant to the Existing Charter;

•        “Registration Rights Agreement” are to the Registration Rights Agreement anticipated to be entered into prior to or at Closing, by and among WTMA, the Sponsor, certain current and former holders of WTMA Common Stock and certain affiliates of New EM in the form attached to this proxy statement/prospectus as Annex G;

•        “Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

•        “SEC” are to the United States Securities and Exchange Commission;

•        “Securities Act” are to the Securities Act of 1933, as amended;

•        “Special Meeting” are to the special meeting of the WTMA stockholders to consider and vote on each of the proposals set forth in this proxy statement/prospectus;

•        “Sponsor” are to Welsbach Acquisition Holdings LLC, a Delaware limited liability company;

•        “Sponsor Persons” are to Daniel Mamadou and Christopher Clower;

•        “Sponsor Support and Lock-up Agreement” are to that certain Support and Lock-up Agreement, dated November 6, 2024, as amended, by and among the Sponsor, the Sponsor Persons, WTMA and EM;

•        “Transfer Agent” are to Continental, in its capacity as the transfer agent responsible for maintaining WTMA’s stockholder records, recording the transfer of shares, and managing the delivery of share certificates. The Transfer Agent is also responsible for processing redemption requests submitted by public stockholders, including the delivery of necessary redemption forms and share certificates (if any) to effectuate a redemption;

•        “trust account” are to the trust account established at the consummation of WTMA’s initial public offering maintained by Continental, acting as trustee;

•        “Trust Agreement” are to the Investment Management Trust Agreement, dated December 30, 2021, by and between WTMA and Continental, as trustee;

•        “Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their Redemption Rights and the Unpaid Acquirer Expenses;

•        “Trustee” are to Continental, in its capacity as trustee of the trust account established by WTMA for the benefit of its public stockholders, responsible for holding the funds deposited in the trust account and ensuring proper disbursement of such funds, including in connection with the redemption of public stock upon the closing of a business combination or if WTMA fails to complete a business combination within the required timeframe;

•        “US NewCo” are to the that wholly owned subsidiary of the EM Equityholder formed in the sixth step of the Precedent Transactions;

•        “WTMA” are to Welsbach Technology Metals Acquisition Corp., a Delaware corporation;

•        “WTMA Common Stock” are to the common stock of WTMA, par value $0.0001 per share;

•        “WTMA Merger Sub” are to WTMA Merger Subsidiary Corp.;

•        “WTMA Modification in Recommendation” are to the WTMA Board of Directors withdrawing, amending, qualifying or modifying its recommendation to the stockholders of WTMA that they vote in favor of the Business Combination, including but not limited to the Condition Precedent Proposals, the Advisory Governance Proposals, the Director Election Proposal, the New EM Equity Incentive Plan Proposal and the Adjournment Proposal;

•        “WTMA Rights” are to the rights to acquire one-tenth of one share of WTMA Common Stock (including those that underlie the WTMA Units) that were offered and sold by WTMA in its initial public offering and registered pursuant to the IPO registration statement; and

•        “WTMA Units” and “units” refer to the units of WTMA, with each unit representing one share of WTMA Common Stock and one WTMA Right to one-tenth of one share of WTMA Common Stock.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to WTMA Common Stock, shares of WTMA Common Stock or rights include such securities underlying the units.

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF WTMA

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to WTMA’s stockholders. WTMA urges stockholders to carefully read this proxy statement/prospectus, including the accompanying financial statements and Annexes attached hereto and the other documents incorporated by reference herein. See “Where You Can Find More Information.”

Q:     Why am I receiving this proxy statement/prospectus?

A:     You are receiving this proxy statement/prospectus because you are a holder of record or a beneficial holder of WTMA Common Stock as of April 15, 2025, the record date for the Special Meeting. WTMA stockholders are being asked to consider and vote on, among other proposals, a proposal to approve the Merger Agreement and the Business Combination. This document contains important information about the Business Combination, the terms of the Merger Agreement, and related proposals that will be presented at the Special Meeting. On January 7, 2025, WTMA’s securities were suspended and delisted from Nasdaq. The WTMA Common Stock is currently quoted on the Pink market under the symbol “WTMA”.

THE VOTE OF WTMA STOCKHOLDERS IS IMPORTANT. WTMA STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES ATTACHED HERETO AND THE ACCOMPANYING FINANCIAL STATEMENTS OF WTMA AND EM, CAREFULLY AND IN ITS ENTIRETY.

It is intended that this proxy statement/prospectus will also be used in connection with the solicitation of the required approvals of the equity holders of the Korean Companies with respect to the Business Combination.

Q:     Who is EM and how does it intend to acquire CMR and the Korean Companies?

A:     EM was formed as a holding company to develop midstream and downstream opportunities in the critical minerals and materials space. In particular, EM is dedicated to developing a secure, reliable global supply chain for CMM, leveraging advanced technologies and strategic consolidation of midstream and downstream manufacturers. EM’s mission is to support key industries such as automotive, aerospace, and defense, while driving a sustainable future through efficient processing and the application of cutting-edge robotics and AI. As part of the Business Combination, prior to the Merger, EM expects to acquire all of the equity interests of each of the Korean Companies, through a series of transactions, pursuant to which the equity holders of the Korean Companies will exchange their equity interests in the Korean Companies for EM Member Units, and each of the Korean Companies will become a wholly owned subsidiary of EM. In addition, as part of the Business Combination, WTMA expects to acquire all of the equity interests of CMR pursuant to a right that it will acquire from EM upon consummation of the Merger. WTMA, EM, and certain other parties have entered into a definitive merger agreement pursuant to which WTMA will acquire (indirectly through one of its affiliates) CMR, and EM also has entered into definitive share exchange agreements to acquire each of the Korean Companies. The consummation of the transactions contemplated by the Merger Agreement are conditioned on the consummation of the acquisitions of CMR and the Korean Companies.

Q:     When and where will the WTMA Special Meeting take place?

A:     The Special Meeting will be held on June 13, 2025, at 10:00 a.m., Eastern Time, via a virtual meeting. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/wtmau/2025 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:     What matters will the WTMA stockholders consider at the Special Meeting?

A:     At the Special Meeting, WTMA is asking holders of WTMA Common Stock to consider and vote upon:

•        The Merger Agreement Proposal — to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Business Combination;

•        The Organizational Documents Proposal — to consider and vote upon a proposal to approve and adopt the Proposed Charter and the Proposed Bylaws;

•        The Advisory Governance Proposals — to consider and vote upon the following nine separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws:

•        Advisory Governance Proposal A — an amendment to the Existing Charter to change the authorized capital stock of WTMA from (i) 101,000,000 shares, consisting of (a) 100,000,000 shares of WTMA Common Stock and (b) 1,000,000 shares of preferred stock, each with par value $0.0001 per share, under the Existing Charter to (ii) 1,501,000,000 shares, consisting of (a) 1,500,000,000 shares of New EM Common Stock and (b) 1,000,000 shares of New EM preferred stock, each with par value $0.0001 per share, under the Proposed Charter;

•        Advisory Governance Proposal B — an amendment to the Existing Bylaws to provide for a board of directors consisting of three classes of directors, with only one class of directors being elected each year and each class serving a three-year term;

•        Advisory Governance Proposal C — an amendment to the Existing Bylaws to provide that any vacancies on the New EM Board of Directors, or new directorships, may be filled exclusively by the affirmative vote of a majority of the directors then in office, not the New EM stockholders;

•        Advisory Governance Proposal D — an amendment to the Existing Bylaws to provide that special meetings of the stockholders may be called by the New EM Board of Directors, the chairperson of the New EM Board of Directors, the executive chairman of the New EM Board of Directors, the chief executive officer or president, and shall not be called by any other person or persons;

•        Advisory Governance Proposal E — an amendment to the Existing Charter to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to amend provisions of the Proposed Bylaws; the provisions related to New EM Common Stock; the provisions relating to forum selection; the provisions regarding removal of directors; the indemnification provisions; the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and the amendment provision requiring that the above provisions be amended only with a two-thirds (66 and 2/3%) supermajority vote;

•        Advisory Governance Proposal F — an amendment to the Existing Bylaws to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to adopt, amend or repeal the Proposed Bylaws;

•        Advisory Governance Proposal G — an amendment to the Existing Bylaws to require stockholders to meet certain notice and information requirements in order for a stockholder to make any nomination of a person or persons for election to the New EM Board of Directors at an annual meeting or for business to be properly brought before an annual meeting by a stockholder;

•        Advisory Governance Proposal H — an amendment to the Existing Charter to provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act; and

•        Advisory Governance Proposal I — an amendment to the Existing Bylaws to require, for the election of persons nominated for director in an uncontested election, the affirmative vote of a majority of the votes cast in such election, and for the election of persons nominated for director in a contested election, the affirmative vote of a plurality of the votes cast in such election;

•        The Director Election Proposal — to consider and vote upon a proposal to elect two Class I directors, two Class II directors and two Class III directors to serve on the New EM Board of Directors upon the Closing of the Business Combination until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death;

•        The Stock Issuance Proposal — to consider and vote upon a proposal to approve, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New EM Common Stock as part of the Total Consideration;

•        The New EM Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve the adoption of the New EM Equity Incentive Plan Proposal; and

•        The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or, based on the tabulated votes, there are insufficient votes at the time of the Special Meeting for the approval of one or more of the Condition Precedent Proposals or to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to WTMA stockholders or one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

If WTMA’s stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate, and the Business Combination may not be consummated. See the sections entitled “Merger Agreement Proposal,” “Organizational Documents Proposal,” “Advisory Governance Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “The New EM Equity Incentive Plan Proposal” and “Adjournment Proposal” for a further information regarding the proposals.

WTMA will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders of WTMA should read it carefully.

After careful consideration, the WTMA Board has determined that the Merger Agreement Proposal, the Organizational Documents Proposal, each of the Advisory Governance Proposals, the election of each of the director nominees pursuant to the Director Election Proposal, the Stock Issuance Proposal, the New EM Equity Incentive Plan Proposal and the Adjournment Proposal are in the best interests of WTMA and its stockholders and unanimously recommends that you vote or instruct your broker to vote “FOR” each of those proposals and “FOR” each of the director nominees pursuant to the Director Election Proposal, as applicable.

The existence of financial and personal interests of one or more of WTMA’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of WTMA and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that WTMA stockholders vote for the proposals. In addition, WTMA’s officers, the Sponsor and its affiliates, and certain officers, directors or managers and equity owners of the Target Companies have interests in the Business Combination that may conflict with your interests as a WTMA stockholder. See the section entitled “Merger Agreement Proposal — Conflicts of Interest” for a further discussion of these considerations.

Q:     Are the proposals conditioned on one another?

A:     Yes. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each of the other Condition Precedent Proposals. The Director Election Proposal and the New EM Equity Incentive Plan Proposal are each conditioned on the approval of the Merger Agreement Proposal. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Q:     What will happen upon the consummation of the Business Combination?

A:     As a result of and upon the Closing, among other things, (a) all EM Member Units outstanding immediately prior to the Effective Time (including EM Member Units issued in exchange for the outstanding equity interests of the Korean Companies, but excluding the outstanding EM Member Units held by US NewCo) will be cancelled in exchange for the right to receive an aggregate of 483,849,290 shares of New EM Common Stock (as defined herein), (b) all EM Convertible Preferred Units outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive an aggregate of 109,436,181 shares of New EM Common Stock and, in the case of certain holders of EM Convertible Preferred Units, cash consideration in the amount of $25.0 million (clauses (a) and (b), together, the “Aggregate Merger Consideration”), (c) all outstanding equity interests of CMR will be cancelled in exchange for the right to receive an aggregate of 22,500,000 shares of New EM Common Stock and cash consideration in the amount of $125.0 million (clause (c), together with the Aggregate Merger Consideration, the “Total Consideration”) and (d) New EM will contribute cash in an amount equal to $50.0 million to CMR to be used in part to repay CMR’s indebtedness. The 615.8 million shares, in aggregate, of New EM Common Stock to be issued as part of the Total Consideration (at a deemed value of $10.00 per share) represent a pre-transaction aggregate equity value of EM and the other Target Companies of approximately $6.158 billion.

If the Business Combination is consummated, the EM Equityholder and the holders of EM Convertible Preferred Units, Handa Lab common stock, KCM common stock, KMMI common stock, NS World common stock and CMR common stock outstanding immediately prior to any of the transactions contemplated by the Merger Agreement will receive 475,962,290 shares, 109,436,181 shares, 750,000 shares, 1,440,000 shares, 4,400,000 shares, 1,297,000 shares and 22,500,000 shares of New EM Common Stock, respectively, which will constitute 58.0%, 13.3%, 0.1%, 0.2%, 0.5%, 0.2% and 2.7% of the voting power of New EM, respectively, assuming no Redemption Rights are exercised in connection with the Business Combination and the other transactions expected to be consummated in connection with the Business Combination, including the PIPE Investment (as defined herein) are completed. See “— What equity stake will current WTMA stockholders, the EM Unitholders and other stakeholders hold in New EM immediately after the consummation of the Business Combination?” below. Additionally, upon the Closing:

•        Each WTMA Unit issued and outstanding as of immediately prior to the Closing will, to the extent not detached, automatically be detached into the underlying WTMA Common Stock and one public right, and public units will no longer trade as separate securities;

•        Every ten (10) WTMA Rights will be canceled and converted into one share of WTMA Common Stock free and clear of all liens (other than any restrictions on resale or other transfer under applicable securities laws and, in the case of the Sponsor and the Sponsor Persons, the Sponsor Support and Lock-up Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time shall cease to have any rights with respect to such WTMA Rights, except as provided by the terms and conditions of the Merger Agreement or by law; no fractional shares will be issued; and

•        WTMA expects to change its name to “Evolution Metals & Technologies Corp.,” and each share of WTMA Common Stock outstanding immediately prior to the Business Combination that is not redeemed will remain outstanding as a share of New EM Common Stock.

On January 7, 2025, WTMA’s securities were suspended and delisted from Nasdaq. WTMA’s public units and public stock are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,” respectively, and public rights are currently quoted on the OTCQB under the symbol “WTMAR.” WTMA intends to apply to list the New EM Common Stock on Nasdaq under the symbol “EMAT”, upon the Closing. See “Risk Factors — Risks Related to the Business Combination and WTMA — Failure to complete a business combination within the required timeframe under Nasdaq Rule IM 5101-2(b) has resulted in the suspension and delisting of our securities, which could have material adverse consequences for our business, shareholders, and ability to complete a business combination.” and “Risk Factors — Risks Related to the Business Combination and WTMA — Nasdaq may not list the New EM Common Stock on its exchange or, if listed, Nasdaq may delist the New EM Common Stock from its exchange in the future, both of which could limit investors’ ability to make transactions in New EM’s securities and subject New EM to additional trading restrictions.” for a discussion of the risks relating to the delisting of WTMA’s securities from Nasdaq and the potential that the New EM Common Stock may not be listed on Nasdaq after the completion of the Business

Combination. Additionally, pursuant to the Merger Agreement, it is a condition to closing the Business Combination that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq, and if such listing does not occur, the Business Combination cannot close unless the condition to list the shares of New EM Common Stock on Nasdaq is waived in writing by all the parties to the Merger Agreement. See “Risk Factors — Risks Related to the Business Combination and WTMA — The Business Combination cannot close unless the condition that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq has been met or waived in writing by all the parties to the Merger Agreement.”

In connection with the Business Combination, WTMA expects to sell PIPE Securities to the PIPE Investors. However, there is no assurance that WTMA or EM will be able to agree to final terms with any third-party PIPE Investors or enter into definitive documentation with respect to the PIPE Investment in a timely manner or at all. See, for example, “Risk Factors — Risks Related to the Business Combination and WTMA — If the conditions to the Merger Agreement are not met, the Business Combination may not occur” and “Risk Factors — Risks Related to the Business Combination and WTMA — The Minimum Available Cash Condition may make it more difficult for WTMA to complete the Business Combination as contemplated.” The proceeds of any PIPE Investment, together with the amounts remaining in WTMA’s trust account as of immediately following the Closing, after giving effect to redemptions of public stock, the payment of the cash portion of the Total Consideration and the payment of certain fees and expenses incurred in connection with the Business Combination, will be retained by New EM following the Closing. See the section entitled “The Merger Agreement Proposal” for further information on the terms of the Merger Agreement and the Business Combination.

Q:     Why is WTMA proposing the Business Combination?

A:     WTMA was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. WTMA is not limited to any particular industry or sector. WTMA and EM are entering into a Merger Agreement to form a more robust and integrated supply chain solution for critical minerals and materials. The Merger is part of a strategic effort to roll up a portfolio of in-production mid-stream and downstream manufacturers, forming a reliable, secure, and open-economy global supply chain for these essential materials. We believe this integrated approach addresses growing global demand, particularly from sectors such as electric vehicles, technology, and defense, which require secure access to critical minerals. The combination of WTMA and EM is designed to ensure a steady supply of these materials, reducing dependence on external sources, particularly from geopolitical regions that may pose supply risks. The Merger also aligns with WTMA’s mission to support industries where the sourcing and processing of critical minerals play a pivotal role, making EM the ideal partner in this venture.

WTMA received $77.30 million from its initial public offering (including net proceeds from the exercise by the underwriters of its over-allotment option) and sale of the private units, which was placed into the trust account immediately following the initial public offering. As of December 31, 2024, funds in the trust account totaled approximately $12.3 million. In accordance with the Existing Charter, the funds held in the trust account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds deposited in the trust account after consummation of the Business Combination?”

As of April 15, 2025, there are 3,366,765 shares of WTMA Common Stock issued and outstanding, including shares of WTMA Common Stock included as part of issued and outstanding WTMA Units. In addition, as of April 15, 2025, there are 8,079,740 WTMA Rights issued and outstanding, consisting of 7,727,686 public rights and 352,054 private rights, in each case including WTMA Rights included as part of issued and outstanding WTMA Units. Each right will convert upon Closing into one-tenth of one share of New EM Common Stock; no fractional shares will be issued.

Under the Existing Charter, WTMA must provide all holders of public stock with the opportunity to have their public stock redeemed upon the consummation of WTMA’s initial business combination in conjunction with a stockholder vote.

Q:     What equity stake will current WTMA stockholders, the EM Unitholders and other stakeholders hold in New EM immediately after the consummation of the Business Combination?

A:     It is anticipated that, based on the assumptions set forth below, upon the consummation of the Business Combination, the ownership of New EM will be as follows:

__________

(1)      Includes the issuance of 772,769 shares of New EM Common Stock pursuant to public rights. Because the underwriting fees associated with WTMA’s IPO remain constant and are not adjusted based on redemptions, the effective underwriting fee of $4.25 million ($1.55 million of underwriting fees paid at the time of WTMA’s IPO and, $2.70 million of deferred underwriting fees which are payable at the time of Closing) increases on a percentage basis as redemptions by public stockholders increase. In Scenario 1, the effective underwriting fee is 22.9%; in Scenario 2, the effective underwriting fee is 26.8%; in Scenario 3, the effective underwriting fee is 32.3%; in Scenario 4, the effective underwriting fee is 40.7%; in Scenario 5, the effective underwriting fee is 55.0%, in each case taking into account the shares of New EM Common Stock issued pursuant to the public rights.

(2)      Includes the issuance of 35,205 shares of New EM Common Stock pursuant to the private rights and assumes that the Sponsor’s Convertible Extension Notes and Working Capital Notes (which may be converted into an aggregate of 451,089 private units, representing 496,198 shares of New EM Common Stock) are repaid in cash at Closing, and not converted. Also includes the issuance of 50,000 shares of New EM Common Stock pursuant to compensation agreements entered into with Andrew Switaj (former director of WTMA), Dominik Oggenfuss (director of WTMA), Matthew Rockett (director of WTMA), and Justin Werner (director of WTMA).

(3)      Includes the issuance of 475,962,290 shares of New EM Common Stock to the EM Equityholder, 109,436,181 shares of New EM Common Stock to the holders of EM Convertible Preferred Units, and the following numbers of shares of New EM Common Stock in respect of the EM Member Units expected to be issued to equity holders of the Korean Companies immediately prior to the Effective Time: 1,440,000 shares of New EM Common Stock to KCM’s stockholders, 4,400,000 shares of New EM Common Stock to KMMI’s stockholders, 1,297,000 shares of New EM Common Stock to NS World’s stockholders, and 750,000 shares of New EM Common Stock to Handa Lab’s stockholders.

(4)      Assumes the issuance of $2,000.00 million of PIPE Securities to PIPE Investors on the terms described in the PIPE Term Sheet, see “Merger Agreement Proposal — Related Agreements — PIPE Subscription Agreements.” The actual amount of PIPE Securities issued to PIPE Investors in each scenario could be materially more or less than assumed amounts, which could result in proceeds in excess of, or that would not meet, the Minimum Available Cash Condition. If fewer or more securities than expected are issued to PIPE Investors on the terms described in the PIPE Term Sheet, then the ownership of New EM will differ.

The section entitled “Unaudited Pro Forma Condensed Combined Financial Information” presents ownership of New EM, on a pro forma basis, excluding assumptions for the issuance of shares to PIPE Investors, and presents the maximum permitted amount of redemptions while still satisfying the Minimum Available Cash Condition. In the event cash available at Closing is insufficient to meet the Minimum Available Cash Condition, a condition to Closing would not be met and the Business Combination may not be consummated.

The figures in the table above are presented only as illustrative examples and are based on the scenarios described below, which may be different from the actual amount of redemptions or PIPE Investment Amount in connection with the Business Combination. If the actual facts are different than the assumptions set forth below or the final terms of the PIPE Investment differ from those set forth in the PIPE Term Sheet, the share numbers set forth above will be different.

The numbers of shares of New EM Common Stock in Scenario 1 set forth above assumes that no public stockholders elect to have their public stock redeemed, the numbers of shares of New EM Common Stock in Scenario 2 set forth above assumes that 270,697 shares of public stock are redeemed, the numbers of shares of New EM Common Stock in Scenario 3 set forth above assumes that 541,394 shares of public stock are redeemed, the numbers of shares of New EM Common Stock in Scenario 4 set forth above assumes that 812,091 shares of public stock are redeemed, and the numbers of shares of New EM Common Stock in Scenario 5 set forth above assumes that 1,082,789 shares of public stock are redeemed. These numbers and percentages assume (i) (a) that EM Convertible Preferred Units are converted into New EM Common Stock, in accordance with their terms, (b) that New EM issues shares of New EM Common Stock as part of the Total Consideration in connection with the Business Combination, which in the aggregate equals 615.8 million shares of New EM Common Stock and (ii) that New EM issues the aggregate amount of New EM Common Stock pursuant to the PIPE Securities and PIPE Investment described above; however, there can be no assurance that WTMA or EM will be able to agree to final terms with any third-party PIPE Investors or enter into definitive documentation with respect to the PIPE Investment or PIPE Term Sheet in a timely manner or at all. See “Risk Factors — Risks Related to the Business Combination and WTMA — If the conditions to the Merger Agreement are not met, the Business Combination may not occur.” In addition, the numbers of shares and percentage interests set forth above do not take into account certain potential future issuances pursuant to the New EM Equity Incentive Plan including pursuant to equity awards for which New EM will reserve 27% of the number of outstanding shares of New EM Common Stock on a fully diluted basis (as of immediately following the Business Combination), including RSUs (as defined below) amounting to up to 77,283,492 shares of New EM Common Stock that will be subject to a time-based vesting schedule and Options (as defined below) to acquire up to 113,464,252 shares of New EM Common Stock that will vest and become exercisable upon the achievement by New EM of certain financial, share price and operational target Milestones and that, in each case, New EM is obligated to issue under the New EM Equity Incentive Plan to certain officers of EM pursuant to the Merger Agreement, subject to certain conditions, including approval by the compensation committee of the New EM Board, or any other equity issuances of New EM. For a description of all potential material sources of dilution that may occur in connection with the Business Combination, see the section entitled “Risk Factors — Public stockholders will experience immediate dilution as a consequence of the issuance of New EM Common Stock as consideration in the Business Combination and with respect to certain other potential issuances. Having a minority stock ownership position may reduce the influence that WTMA’s current stockholders have on the management of New EM.”

If the actual facts are different from these assumptions, the percentage ownership retained by WTMA’s existing stockholders in the combined company will be different.

Q:     What are the possible sources and extent of dilution that holders of Public Shares who elect not to redeem their Public Shares will experience in connection with the Business Combination?

A:     The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself):

____________

(1)      Includes 1,082,789 shares of public stock, 2,192,212 shares of WTMA Common Stock retained by the Sponsor, and 91,764 shares of WTMA Common Stock owned by WTMA directors and advisors. Assumes that no public stockholders exercise Redemption Rights with respect to their WTMA Common Stock for a pro rata share of the funds in the trust account.

(2)      Includes 1,082,789 shares of public stock, 2,192,212 shares of WTMA Common Stock retained by the Sponsor, and 91,764 shares of WTMA Common Stock owned by WTMA directors and advisors. Assumes that 25% public stockholders, holding 270,697 shares of WTMA Common Stock, will exercise their Redemption Rights for an aggregate payment of approximately $3.1 million (based on the estimated per-share redemption price of approximately $11.32 per share) from the trust account.

(3)      Includes 1,082,789 shares of public stock, 2,192,212 shares of WTMA Common Stock retained by the Sponsor, and 91,764 shares of WTMA Common Stock owned by WTMA directors and advisors. Assumes that 50% public stockholders, holding 541,395 shares of WTMA Common Stock, will exercise their Redemption Rights for an aggregate payment of approximately $6.1 million (based on the estimated per-share redemption price of approximately $11.32 per share) from the trust account.

(4)      Includes 1,082,789 shares of public stock, 2,192,212 shares of WTMA Common Stock retained by the Sponsor, and 91,764 shares of WTMA Common Stock owned by WTMA directors and advisors. Assumes that 75% public stockholders, holding 812,092 shares of WTMA Common Stock, will exercise their Redemption Rights for an aggregate payment of approximately $9.2 million (based on the estimated per-share redemption price of approximately $11.32 per share) from the trust account.

(5)      Includes 1,082,789 shares of public stock, 2,192,212 shares of WTMA Common Stock retained by the Sponsor, and 91,764 shares of WTMA Common Stock owned by WTMA directors and advisors. Assumes that all public stockholders, holding 1,082,789 shares of WTMA Common Stock, will exercise their Redemption Rights for an aggregate payment of approximately $12.3 million (based on the estimated per-share redemption price of approximately $11.32 per share) from the trust account.

(6)      The net tangible book value at December 31, 2024 was calculated as total assets minus intangible assets minus total liabilities of WTMA, adjusted for reductions in the trust account at the maximum redemptions scenario.

(7)      Includes 7,727,686 public rights and 352,054 private rights. Each WTMA Right represents the right to acquire one-tenth of one share of WTMA Common Stock immediately prior to the Closing. Also includes the conversion of $2,296,371 outstanding Convertible Promissory Notes and $2,215,356 outstanding Working Capital Notes, which are convertible into WTMA Units at $10.00 per unit, at the discretion of the Sponsor; each unit is comprised of one share of WTMA Common Stock and one WTMA Right.

The above dilution table excludes the effects of the Business Combination itself; however, the non-redeeming stockholders should anticipate further potential dilution at closing of the Business Combination as a result of the issuance of (a) 615,785,471 shares of New EM Common Stock as part of the Total Consideration, (b) 200,000,000 shares of New EM Common Stock to PIPE Investors, which is based on the PIPE amount target, (c) 50,000 shares of New EM Common Stock pursuant to compensation arrangements with certain current and former directors of WTMA, and (d) 1,072,579 shares of New EM Common Stock to be issued pursuant to obligations of WTMA owing to certain WTMA stockholders in connection with previous WTMA extensions. In addition, the above dilution table does not take into account certain potential issuances pursuant to the New EM Equity Incentive Plan, including pursuant to equity awards for which New EM will reserve 27% of the number of outstanding shares of New EM Common Stock on a fully diluted basis (as of immediately following the Business Combination), including RSUs amounting to up to 77,283,492 shares of New EM Common Stock that will be subject to a time-based vesting schedule and Options to acquire up to 113,464,252 shares of New EM Common Stock that will vest and become exercisable upon the achievement

by New EM of certain financial, share price and operational target Milestones and that, in each case, New EM is obligated to issue under the New EM Equity Incentive Plan to certain officers of EM pursuant to the Merger Agreement, subject to certain conditions, including approval by the compensation committee of the New EM Board, or any other equity issuances of New EM, or any other equity issuances of New EM. For a description of the risks regarding material potential sources of dilution to public stockholders in connection with the Business Combination, see the section entitled “Risk Factors — Public stockholders will experience immediate dilution as a consequence of the issuance of New EM Common Stock as consideration in the Business Combination, the PIPE Investment, due to future issuances pursuant to the New EM Equity Incentive Plan and certain other potential issuances. Having a minority stock ownership position may reduce the influence that WTMA’s current stockholders have on the management of New EM.”

Q:     Are there any arrangements to enable WTMA to obtain funds, together with the proceeds in its trust account following redemptions, to satisfy the Minimum Available Cash Condition?

A:     Yes. WTMA is expected to sell PIPE Securities to the PIPE Investors. The PIPE Investment is expected to be contingent upon, among other things, the closing of the Business Combination. However, there is no assurance that WTMA or EM will be able to agree to final terms with any third-party PIPE Investors or enter into definitive documentation with respect to the PIPE Investment in a timely manner or at all. See “Risk Factors — Risks Related to the Business Combination and WTMA — If the conditions to the Merger Agreement are not met, the Business Combination may not occur.” The proceeds of any PIPE Investment, together with the amounts remaining in WTMA’s trust account as of immediately following the Closing, after giving effect to redemptions of public stock, the payment of the cash portion of the Total Consideration and the payment of certain fees and expenses incurred in connection with the Business Combination, will be retained by New EM following the Closing. See “Merger Agreement Proposal — Related Agreements — PIPE Subscription Agreements.” The Merger Agreement provides that the obligations of EM to consummate the Merger are conditioned on, among other things, that as of the Closing, New EM would have available to it a positive amount of cash after giving effect to (x) the amount in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their rights to redeem all or a portion of their shares of WTMA Common Stock pursuant to the Existing Charter and certain WTMA and EM transaction expenses, plus (y) the amount of the PIPE Investment actually received by WTMA prior to or substantially concurrently with the Closing, plus (z) the aggregate gross proceeds received or to be received by WTMA or EM pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA or EM or any of WTMA’s subsidiaries, if any. The Minimum Available Cash Condition is for the sole benefit of EM.

If the Minimum Available Cash Condition is not met, and such condition is not or cannot be revised or waived under the terms of the Merger Agreement, then the Merger Agreement could be terminated by EM in EM’s sole discretion, in which event the proposed Business Combination will not be consummated.

Q:     Did the WTMA Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. The WTMA Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The WTMA Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The WTMA Board also determined, without seeking a valuation from a financial advisor, that EM’s fair market value was at least 80% of WTMA’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the WTMA Board as described above in valuing EM’s business and assuming the risk that the WTMA Board may not have properly valued such business.

Q:     Who will be the officers and directors of New EM if the Business Combination is consummated?

A:     The Merger Agreement provides that, immediately following the consummation of the Business Combination, the New EM Board of Directors will be comprised of at least six directors, including: David Wilcox, Chris Hansen, Christopher C. Miller, Amb. Robin S. Bernstein, Mark P. Matthews and Thomas Stoddard

Additionally, the New EM Board of Directors may increase the size of the board to add one to three additional directors. Immediately following the consummation of the Business Combination, we expect that the certain executive officers of WTMA, EM and the other Target Companies will be the executive officers of New EM. Concurrently with the consummation of the Business Combination, WTMA’s directors will resign from their respective positions at WTMA. For more information on the management of New EM following the Business Combination, see the section entitled “Management of New EM Following the Business Combination.”

Q:     Does the EM Equityholder need to approve the Business Combination?

A:     Yes. On November 6, 2024, in connection with the execution of the Merger Agreement, WTMA, EM, and the EM Equityholder entered into the EM Equityholder Support and Lock-up Agreement. Pursuant to this agreement, and subject to the terms and conditions outlined, the EM Equityholder agreed to execute and deliver written consents for its outstanding EM Member Units to adopt the Merger Agreement and related transactions, approving the Business Combination. These written consents must be delivered promptly, and in any event, within forty-eight (48) hours after the later of: (x) the date this proxy statement/prospectus is delivered or otherwise made available to WTMA stockholders and the EM Equityholder, and (y) the date WTMA or EM formally requests the written consents. If neither WTMA nor EM requests the written consents, they will not be due within the 48-hour period merely by delivery of the proxy statement/prospectus. The EM Member Units owned by the EM Equityholder represent a majority of the outstanding voting power of EM equity interests (voting as a single class and on an as-converted basis). Once the EM Equityholder executes and delivers its written consents, this will constitute the required EM approval, and no further approval or vote from any other holders of EM equity interests will be necessary to adopt and approve the Merger Agreement and the Business Combination.

Q:     I am a WTMA Right holder. Why am I receiving this proxy statement/prospectus?

A:     Every ten (10) WTMA Rights shall be canceled and converted into one share of WTMA Common Stock free and clear of all liens (other than any restrictions on resale or other transfer under applicable securities laws and, in the case of the Sponsor and the Sponsor Persons, the Sponsor Support and Lock-up Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time shall cease to have any rights with respect to such WTMA Rights, except as provided by the terms and conditions of the Merger Agreement or by law. All outstanding WTMA Common Stock (excluding shares that are redeemed by the holders as described herein and shares held by WTMA as treasury shares) immediately prior to the Closing will remain outstanding following the Business Combination as New EM Common Stock. This proxy statement/prospectus includes important information about New EM and the business of New EM and its subsidiaries following consummation of the Business Combination. Since holders of WTMA Rights shall become holders of New EM Common Stock upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:     Do I have Redemption Rights?

A:     If you are a holder of public stock, you have the right to request that WTMA redeem all or a portion of your public stock for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public stockholders may elect to redeem all, or a portion of the public stock held by them regardless of if or how they vote in respect of the Merger Agreement Proposal. If you wish to exercise your Redemption Rights, please see the answer to the next question entitled “How do I exercise my Redemption Rights?”.

Any public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public stock with respect to more than an aggregate of 20.0% of the public stock. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20.0% of the public stock, then any such stock in excess of that 20.0% limit would not be redeemed for cash.

The initial stockholders have agreed to waive their Redemption Rights and anti-dilution rights with respect to all Founder Shares held by them in connection with the consummation of the Business Combination. No consideration was received by the initial stockholders in respect of such waiver. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:     How do I exercise my Redemption Rights?

A:     Pursuant to the Existing Charter, a holder of shares of WTMA public stock may request of WTMA that WTMA redeem all or a portion of such holder’s public stock for cash if the Business Combination is consummated. As a holder of public stock, you will be entitled to receive cash for any public stock to be redeemed. If you are a public stockholder and wish to exercise your right to redeem the public stock, you must:

(i)     hold public stock or if you hold public stock through stock units, you elect to separate your WTMA Units into the underlying public stock and public rights prior to exercising your Redemption Rights solely with respect to your public stock;

(ii)    submit a written request to Continental, WTMA’s transfer agent, that WTMA redeem all or a portion of your public stock for cash; and

(iii)   deliver your public stock certificates (if any) along with the redemption forms to Continental physically or electronically through the Depository Trust Company (“DTC”).

WTMA Stockholders must complete the procedures for electing to redeem their public stock in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2025 (two (2) business days before the Special Meeting) in order for their shares to be redeemed. WTMA requests that any request for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

The address of Continental, acting as trustee, is listed under the question entitled “Who can help answer my questions?”. WTMA requests that any request for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

Holders of WTMA Units must elect to first separate the WTMA Units into the underlying public stock and public rights prior to exercising Redemption Rights solely with respect to the public stock. If holders hold their WTMA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to first separate the WTMA Units into the underlying public stock and public rights, or if a holder holds WTMA Units registered in its own name, the holder must contact Continental, directly and instruct them to do so.

If you are a holder of public stock and you exercise your Redemption Rights, such exercise will not result in the loss of any WTMA Rights that you may hold. Holders of WTMA Rights will not have Redemption Rights with respect to WTMA Rights.

Upon consummation of the Business Combination:

•        Each WTMA Unit issued and outstanding as of immediately prior to the Business Combination will, to the extent not detached, automatically be detached into the underlying WTMA Common Stock and one public right;

•        Every ten (10) WTMA Rights will be cancelled and converted into one share of WTMA Common Stock free and clear of all liens (other than any restrictions on resale or other transfer under applicable securities laws and, in the case of the Sponsor and the Sponsor Persons, the Sponsor Support and Lock-Up Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time shall cease to have any rights with respect to such WTMA Rights, except as provided by the terms and conditions of the Merger Agreement or by law; and

•        WTMA expects to change its name to “Evolution Metals & Technologies Corp.,” and each share of WTMA Common Stock outstanding immediately prior to the Business Combination that is not redeemed will remain outstanding as a share of New EM Common Stock.

Public stockholders may elect to redeem public stock regardless of if or how they vote with respect to the Merger Agreement Proposal. Public stockholders will be entitled to request that their public stock be redeemed for the redemption price, which refers to the per-share amount payable to redeeming stockholders, equal to their pro rata portion of the funds held in the trust account, including any interest earned, less taxes payable and dissolution expenses, if applicable. For illustrative purposes, as of December 31, 2024, a redemption would have amounted to approximately $12.3 per issued and outstanding shares of public stock. However, the proceeds deposited in the trust account could become subject to the claims of WTMA’s creditors, if any, which could have priority over the claims of the public stockholders, regardless of whether such public stockholders vote or, if they do vote, irrespective of if they vote for or against the Merger Agreement Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Merger Agreement Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. It is expected that the funds to be distributed to public stockholders electing to redeem their public stock will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public stock, may be withdrawn at any time, with WTMA’s consent, up to the time the vote is taken with respect to the Merger Agreement Proposal at the Special Meeting. If you deliver your shares for redemption to Continental and later decide prior to the Special Meeting not to elect redemption, you may request that Continental return the shares (physically or electronically) to you. You may make such request by contacting Continental, at the phone number or address listed under the question entitled “Who can help answer my questions?”. Any WTMA Stockholder that exercises its Redemption Rights must identify the beneficial owners of its public stock.

Any corrected or changed written exercise of Redemption Rights must be received by Continental prior to the vote taken on the Merger Agreement Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s certificates for public stock (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two (2) business days prior to the vote at the Special Meeting.

If a holder of public stock properly makes a request for redemption and the public stock are delivered as described above, then, if the Business Combination is consummated, New EM will redeem the public stock for a pro rata portion of funds deposited in the trust account, calculated as of two (2) business days prior to the consummation of the Business Combination. The redemption will take place following the Business Combination and, accordingly, it is shares of New EM Common Stock that will be redeemed. See the section entitled “Special Meeting of WTMA Stockholders — Redemption Rights” in this proxy statement prospectus for a detailed description of the procedures to be followed if you wish to redeem your shares of public stock for cash.

If the Business Combination is not consummated, the stock will be returned to the respective holder, broker or bank.

Q:     Is there a limit on the number of shares I may redeem?

A:     A public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public stock with respect to more than an aggregate of 20.0% of the public stock. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20.0% of the public stock, then any such stock in excess of that 20.0% limit would not be redeemed for cash.

Q:     Must I vote “No” in order to redeem my shares?

A:     No. Public stockholders may elect to redeem public stock regardless of if or how they vote with respect to the Merger Agreement Proposal. The amount you receive upon redemption will not be affected by how or whether you vote on the Merger Agreement Proposal. As a result, the Merger Agreement Proposal can be approved by WTMA stockholders who will redeem their public stock and no longer remain stockholders following the closing of the Business Combination, leaving WTMA stockholders who choose not to redeem their public stock holding shares in a company with a less liquid trading market, fewer stockholders, less cash, and the potential inability to meet stock exchange listing standards.

Q:     If I am a WTMA Rights holder, can I exercise Redemption Rights with respect to my rights?

A:     No. The holders of WTMA Rights have no Redemption Rights with respect to such securities.

Q:     If I am a holder of WTMA Units, can I exercise Redemption Rights with respect to my units?

A:     No. Holders of WTMA Units must elect to first separate the WTMA Units into the underlying public stock and public rights prior to exercising Redemption Rights solely with respect to the public stock. If you hold your WTMA Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to first separate the WTMA Units into the underlying public stock and public rights, or if you hold WTMA Units registered in your own name, you must contact Continental, directly, and instruct them to do so. You are required to cause your public stock to be separated and delivered to Continental, along with the redemption forms by 5:00 p.m., Eastern Time, on June 11, 2025 (two (2) business days before the Special Meeting) in order to exercise your Redemption Rights with respect to your public stock.

Q:     What are the material U.S. federal income tax consequences of exercising my Redemption Rights?

A:     The U.S. federal income tax treatment of WTMA stockholders who exercise their Redemption Rights to receive cash from the trust account in exchange for their WTMA Common Stock generally will depend on whether the redemption is treated as (1) a sale or exchange of such stock under section 302(a) of the Code, in which case the redeeming WTMA stockholder would recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of their WTMA Common Stock surrendered, or (2) a distribution under section 301 of the Code in respect of such stock, in which case a portion of such distribution could be treated as a dividend (which may qualify as a “qualified dividend”). Whether the redemption qualifies as a sale or exchange or is treated as a distribution under Section 301 of the Code will depend on the facts and circumstances of each particular WTMA stockholder at the time such stockholder exercises his, her or its Redemption Rights. If the redemption is treated as a sale or exchange of WTMA Common Stock, the stockholder’s gain or loss generally will be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A WTMA stockholder’s tax basis in his, her or its shares of WTMA Common Stock generally will equal the cost of such shares. A stockholder who purchased WTMA Units will have to allocate the cost between the shares of WTMA Common Stock and WTMA Rights comprising the WTMA Units based on their relative fair market values at the time of the purchase. If the redemption is treated as a distribution under Section 301 of the Code, the character of the WTMA stockholder’s income will depend on whether WTMA has current or accumulated earnings and profits, as determined for U.S. federal income tax purposes.

You should read the section entitled “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights” for a more complete discussion of the U.S. federal income tax considerations relating to exercising your Redemption Rights. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax considerations of the redemption that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Tax matters can be complicated and the tax consequences of exercising your Redemption Rights will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of exercising your Redemption Rights.

Q:     What are the material U.S. federal income tax consequences of the Merger to the WTMA stockholders?

A:     The Merger will not result in any taxable gain or loss to the WTMA stockholders or WTMA for U.S. federal income tax purposes.

Q:     What are the material U.S. federal income tax consequences of the Merger to the EM Holders?

A:     On the basis of certain facts, the information available to WTMA and EM at the time of the Merger, representations and assumptions (including factual representations provided by EM, EM Equityholder, and officers of WTMA and the Korean Companies), and subject to certain limitations, exceptions, beliefs and qualifications, we believe the Merger, taken together with the CMR Merger and PIPE Investment, should constitute an integrated transaction that qualifies as a nonrecognition transfer to a corporation controlled by

the transferors within the meaning of Section 351 of the Code with respect to the EM Holders. In such case, each EM Holder who receives solely New EM Common Stock pursuant to the Merger should not recognize any gain or loss on the surrender of his, her or its EM Member Units or EM Convertible Preferred Units in exchange for New EM Common Stock pursuant to the Merger, and each EM Holder who receives both New EM Common Stock and cash pursuant to the Merger should recognize gain, but not loss, in an amount equal to the lesser of: (i) the cash consideration received by such EM Holder in the Merger and (ii) the excess, if any, of (a) the sum of the cash consideration plus the fair market value of the New EM Common Stock received by such EM Holder in exchange for his, her or its EM Member Units or EM Convertible Preferred Units in the Merger, over (b) such EM Holder’s tax basis in his, her or its EM Member Units or EM Convertible Preferred Units surrendered. Further, each EM Holder who is a Korean Equityholder should not recognize any gain or loss on the surrender of his, her or its EM Member Units in exchange for New EM Common Stock pursuant to the Merger, subject to the discussion below in the sections entitled “Certain Material U.S. Federal Income Tax Considerations of the Merger to EM Holders — Non-U.S. EM Holders,” and “Certain Material U.S. Federal Income Tax Considerations of the Merger to EM Holders — U.S. Korean Company Holders PFIC Considerations.” However, our position is not binding on the IRS or any court and there can be no assurance that the IRS will not challenge our position with respect to the Merger or that a court would not sustain such a challenge. Neither WTMA nor EM will request a ruling from the IRS or opinion of counsel with respect to the tax treatment of the Merger. For further information, see the section entitled “Certain Material U.S. Federal Income Tax Considerations of the Merger to EM Holders.” You should consult your tax advisor to determine the particular tax consequences of the Merger to you.

Q:     What are the material U.S. federal income tax consequences of the Merger to the Korean Companies?

A:     The Merger will not result in any taxable gain or loss to the Korean Companies for U.S. federal income tax purposes.

Q:     What are the material U.S. federal income tax consequences of the Merger to EM?

A:     The Merger will not result in any taxable gain or loss to EM for U.S. federal income tax purposes.

Q:     What are the material U.S. federal income tax consequences of the CMR Merger to shareholders of CMR?

A:     On the basis of certain facts, the information available to WTMA and CMR at the time of the CMR Merger, representations and assumptions (including factual representations provided by the CMR shareholders, officers of WTMA, EM, and other parties), and subject to certain limitations, exceptions, beliefs and qualifications, we believe the CMR Merger, taken together with the Merger and PIPE Investment, should constitute an integrated transaction that qualifies as a nonrecognition transfer to a corporation controlled by the transferors within the meaning of Section 351 of the Code with respect to the CMR shareholders, and each CMR shareholder should be treated as surrendering his, her or its CMR shares in exchange for the consideration received pursuant to the CMR Merger and generally should recognize gain, but not loss, in an amount equal to the lesser of: (i) the consideration (other than New EM Common Stock) received by such shareholder in the CMR Merger and (ii) the excess, if any, of (a) the fair market value of the aggregate consideration (including New EM Common Stock) received by such shareholder in exchange for his, her or its shares of CMR in the CMR Merger, over (b) such shareholder’s tax basis in his, her or its shares of CMR surrendered. However, our position is not binding on the IRS or any court and there can be no assurance that the IRS will not challenge our position with respect to the CMR Merger or that a court would not sustain such a challenge. Neither CMR nor New EM will request a ruling from the IRS or opinion of counsel with respect to the tax treatment of the CMR Merger. For further information, see the section entitled “Certain Material U.S. Federal Income Tax Considerations of the CMR Merger to CMR Shareholders.” You should consult your tax advisor to determine the particular tax consequences of the CMR Merger to you.

Q:     What are the material U.S. federal income tax consequences of the CMR Merger to CMR?

A:     The CMR Merger will not result in any taxable gain or loss to CMR for U.S. federal income tax purposes.

Q:     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:     Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of public stock who properly exercise their Redemption Rights; to pay transaction fees and expenses incurred by WTMA and EM in connection with the Business Combination; and for working capital and general corporate purposes of New EM following the Business Combination, including development, commercialization and research of New EM’s technology and operational growth. See the section entitled “Merger Agreement Proposal — Sources and Uses of Funds for the Business Combination.”

Q:     What happens if a substantial number of the public stockholders vote in favor of the Merger Agreement Proposal and exercise their Redemption Rights?

A:     Our public stockholders are not required to vote in favor of the Business Combination in order to exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders. As a result of redemptions, holders of New EM Common Stock may be left holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet stock exchange listing standards.

The Merger Agreement provides that the obligations of EM to consummate the Merger are conditioned on, among other things, that as of the Closing, New EM would have available to it a positive amount of cash after giving effect to (x) the amount in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their rights to redeem all or a portion of their shares of WTMA Common Stock pursuant to the Existing Charter and certain WTMA and EM transaction expenses, plus (y) the amount of the PIPE Investment actually received by WTMA prior to or substantially concurrently with the Closing, plus (z) the aggregate gross proceeds received or to be received by WTMA or EM pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA or EM or any of WTMA’s subsidiaries, if any. The Minimum Available Cash Condition is for the sole benefit of EM.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including, without limitation, that WTMA’s stockholders have approved and adopted the Merger Agreement and that the Minimum Available Cash Condition has been met as of Closing.

For more information about conditions to the consummation of the Business Combination, see the section entitled “Merger Agreement Proposal — The Merger Agreement.”

Q:     When does WTMA expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting of WTMA’s stockholders; provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the section entitled “Merger Agreement Proposal — The Merger Agreement.”

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the sections entitled “Merger Agreement Proposal — The Merger Agreement — Closing Conditions” and “Merger Agreement Proposal — The Merger Agreement — Termination; Effectiveness” for information regarding the parties’ specific termination rights.

If WTMA is not able to complete the Business Combination with EM by June 30, 2025, or is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Organizational Documents, WTMA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem the public stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account, including interest (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding shares of public stock, which redemption will completely extinguish public stockholders’ rights as WTMA stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of WTMA’s remaining stockholders and the WTMA Board, dissolve and liquidate, subject in the case of clauses (i) and (ii) to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Risks if the Business Combination is not Consummated — If WTMA is not able to complete the Business Combination with EM by June 30, 2025, nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to the Organizational Documents, it would cease all operations except for the purpose of winding up and WTMA would redeem WTMA’s public stock and liquidate, in which case WTMA’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and any public rights will expire worthless” and “Risk Factors — Risks Related to the Business Combination and WTMA — WTMA stockholders may be held liable for claims by third parties against WTMA to the extent of distributions received by them upon redemption of their shares.” Our initial stockholders, including the Sponsor, and certain of our directors and officers have waived any right to any liquidation distribution with respect to the Founder Shares. No consideration was received by such persons in connection with such waiver.

In the event of liquidation of WTMA, there will be no distribution with respect to outstanding WTMA Rights. Accordingly, the WTMA Rights will expire worthless.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     No. Neither WTMA stockholders nor WTMA Rights holders have appraisal rights in connection with the Business Combination.

Q:     What do I need to do now?

A:     WTMA urges you to carefully read this proxy statement/prospectus in its entirety, along with the accompanying financial statements, the Annexes attached hereto, and the documents incorporated by reference herein, as these are separate and integral parts of the package. WTMA stockholders should consider how the Business Combination will affect them as WTMA stockholders or WTMA Rights holders. Once reviewed, WTMA stockholders should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.

Q:     How do I vote?

A:     If you are a holder of record of WTMA Common Stock on the record date for the Special Meeting, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote for your WTMA Common Stock or, if you wish to attend the Special Meeting and vote while attending virtually, obtain a valid proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting of stockholders, WTMA will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote against each of the proposals.

Q:     What will happen if I sign, date and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by WTMA without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q:     How can I attend the Special Meeting?

A:     You may attend the Special Meeting and vote your shares virtually during the Special Meeting via live webcast by visiting https://www.cstproxy.com/wtmau/2025. As a registered WTMA stockholder, you received a proxy card from Continental, which contains instructions on how to attend the Special Meeting virtually, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. If you do not have your 12-digit meeting control number, contact Continental at (917) 262-2373 or email Continental at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person but may attend the Special Meeting virtually by following the instructions below.

You can pre-register to attend the Special Meeting virtually starting June 6, 2025 (five (5) business days prior to the meeting date). Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote virtually during the Special Meeting. WTMA recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If your shares are held in “street name,” you may attend the Special Meeting. You will need to contact Continental at the number or email address above, to receive a 12-digit meeting control number and gain access to the Special Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. If you plan to vote at the meeting, you will need to have a legal proxy from your bank or broker or, if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Please allow up to 72 hours prior to the Special Meeting for processing your 12-digit meeting control number.

If you do not have internet capabilities, you can listen to the Special Meeting by dialing 1 800-450-7155 (toll-free) if within the United States or Canada, or 1 857-999-9155 (standard rates apply) if outside of the United States and Canada, when prompted enter the pin 6725803#. This is listen-only; you will not be able to vote or enter questions during the Special Meeting.

Q:     Do I need to attend the Special Meeting of stockholders virtually to vote my shares?

A:     No. You are invited to attend the Special Meeting virtually to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting of stockholders virtually to vote your shares. Instead, if you are a registered holder, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. WTMA encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     If I am not going to attend the Special Meeting of stockholders virtually, should I return my proxy card instead?

A:     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote virtually, you will need to have a legal proxy from your broker, bank or other nominee and contact the Transfer Agent for specific instructions on how to receive the control number. That is the only way WTMA can be sure that the broker, bank or other nominee has not already voted your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance

with the information and procedures provided to you by your broker, bank, or other nominee. We believe all the proposals presented to the WTMA stockholders will be considered non-discretionary and therefore your broker, bank, or other nominee cannot vote your shares without your instruction. If you do not provide voting instructions to your broker, bank or other nominee on a particular proposal on which your broker, bank or other nominee does not have discretionary authority to vote, your shares will not be voted on that proposal. A “broker non-vote” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Because we believe the only proposals for consideration at the Special Meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the Special Meeting. However, if there are any broker non-votes, they will not count as votes cast at the Special Meeting, will have the same effect as a vote against the Organizational Documents Proposal and will have no effect on any of the other proposals.

Q:     What is the quorum requirement for the Special Meeting of stockholders?

A:     A quorum of WTMA stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of a majority of the shares of WTMA Common Stock issued and outstanding and entitled to vote at the Special Meeting are represented at the Special Meeting by virtual attendance or by proxy. As of the record date for the Special Meeting, 1,683,383 shares of WTMA Common Stock represented at the Special Meeting by virtual attendance or by proxy would be required to achieve a quorum.

Q:     Who is entitled to vote at the Special Meeting?

A:     WTMA stockholders will be entitled to vote or direct votes to be cast on their behalf at the Special Meeting if they owned WTMA Common Stock at the close of business on April 15, 2025, which is the “record date” for the Special Meeting. Stockholders will have one vote for each share of WTMA Common Stock owned at the close of business on the record date. If your stock is held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the stock you beneficially own are properly counted. WTMA Rights do not have voting rights.

Q:     How many votes do I have?

A:     WTMA stockholders are entitled to one vote at the Special Meeting for each share of WTMA Common Stock held of record as of the record date. As of the close of business on the record date for the Special Meeting, there are expected to be 3,366,765 shares of WTMA Common Stock issued and outstanding. In addition, as of the record date, there are 8,079,740 WTMA Rights issued and outstanding, consisting of 7,727,686 public rights and 352,054 private rights. Each WTMA Right will convert upon Closing into one-tenth of one share of New EM Common Stock; no fractional shares will be issued.

Q:     What vote is required to approve each proposal at the Special Meeting?

A:     The following votes are required for each proposal at the Special Meeting:

(i)     Merger Agreement Proposal:    The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the shares of WTMA Common Stock represented at the Special Meeting by virtual attendance or by proxy and entitled to vote at the Special Meeting.

(ii)    Organizational Documents Proposal:    The approval of the Organizational Documents Proposal requires an affirmative vote of the holders of a majority of all outstanding shares of WTMA Common Stock entitled to vote.

(iii)   Advisory Governance Proposals:    The separate approval of each of the Advisory Governance Proposals requires the affirmative vote of the holders of a majority of the shares of WTMA Common Stock represented at the Special Meeting by virtual attendance or by proxy and entitled to vote at the Special Meeting.

(iv)   Director Election Proposal:    The election of each of the director nominees named in this proxy statement/prospectus pursuant to the Director Election Proposal requires the affirmative vote of the holders of a majority of the shares of WTMA Common Stock represented at the Special Meeting by virtual attendance or by proxy and entitled to vote at the Special Meeting.

and as such Daniel Mamadou and Christopher Clower have fiduciary obligations to the Sponsor and its members, as well as voting and investment discretion with respect to the WTMA Common Stock and WTMA Rights held of record by the Sponsor;

•        the anticipated continuation of Mr. Clower as an officer of New EM is expected following the Business Combination. Additionally, it is anticipated that Mr. Mamadou will continue as an officer of New EM following the Business Combination;

•        certain officers from WTMA and the Target Companies may also be named as officers of New EM or its subsidiaries following the Business Combination. In each case, the continuation of these individuals could present actual or potential conflicts of interest with respect to WTMA stockholders, particularly as their roles in New EM may involve decision-making that could impact WTMA stockholders’ interests;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a WTMA stockholder vote to approve the Business Combination;

•        the fact that our initial stockholders, including our Sponsor and its affiliates, who purchased Founder Shares at the time of our IPO may experience a positive rate of return on their investment, even if our public stockholders experience a negative rate of return on their investment;

•        the fact that WTMA’s initial stockholders, including the Sponsor, and certain of our directors and officers have agreed to vote any shares of WTMA Common Stock owned by them in favor of the Business Combination, including their shares of WTMA Common Stock and any public stock purchased after our initial public offering (including in open market and privately negotiated transactions);

•        that, at or prior to the Closing, we will enter into the Registration Rights Agreement, which will provide for registration rights to affiliates of New EM, including certain of the initial stockholders, including the Sponsor, and WTMA’s directors and officers and their permitted transferees;

•        the continued indemnification of current directors and officers of WTMA and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Existing Charter contains a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with WTMA but not offered due to a WTMA director’s duties to another entity. WTMA does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in the Existing Charter impacted its search for an acquisition target and WTMA was not prevented from reviewing any opportunities as a result of such waiver;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, though there have been no material out-of-pocket expenses subject to reimbursement and WTMA does not anticipate any such expenses prior to Closing;

•        the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, as further described under “Merger Agreement Proposal — Compensation Received by the Sponsor”;

•        John Stanfield, WTMA’s Chief Financial Officer, beneficially owns 5,000 shares of WTMA Common Stock, which will become tradable after the closing of the Business Combination, subject to certain lock-up provisions;

•        pursuant to the award for joining WTMA’s board of directors, Dominik Oggenfuss will be issued 12,500 shares of New EM Common Stock at the closing of the Business Combination, subject to certain lock-up provisions;

•        pursuant to the award for joining WTMA’s board of directors, Matthew Rockett will be issued 12,500 shares of New EM Common Stock at the closing of the Business Combination, subject to certain lock-up provisions;

If you revoke your proxy, you will need to sign and return a new proxy or attend the Special Meeting virtually to vote your shares.

If you hold your shares of WTMA Common Stock through a broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the revocation of proxies.

Q:     What happens if I fail to take any action with respect to the Special Meeting?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by WTMA stockholders and the Business Combination is consummated, you will become a stockholder of New EM. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder of WTMA. However, if you fail to vote with respect to the Special Meeting, you will nonetheless be able to elect to redeem your public stock in connection with the Business Combination (if time permits).

Q:     What should I do with my stock certificates, rights certificates or unit certificates?

A:     Public stockholders who exercise their Redemption Rights must deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to the Transfer Agent, prior to the Special Meeting.

Holders must complete the procedures for electing to redeem their public stock in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2025 (two (2) business days before the Special Meeting) in order for their shares to be redeemed.

Holders of public rights should not submit the certificates relating to their WTMA Rights. Public stockholders who do not elect to have their public stock redeemed for their pro rata share of the trust account should not submit the certificates relating to their public stock.

Upon the consummation of the Merger, holders of WTMA Units, WTMA Common Stock and WTMA Rights will receive New EM Common Stock without needing to take any action and, accordingly, such holders should not submit any certificates relating to their WTMA Units, WTMA Common Stock (unless such holder elects to redeem the public stock in accordance with the procedures set forth above), or WTMA Rights.

Q:     What should I do if I receive more than one set of voting materials?

A:     WTMA stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record of WTMA Common Stock and your shares are registered in more than one name, you will receive more than one proxy card. Please sign, date and return each proxy card that you receive in order to cast a vote with respect to all of your WTMA Common Stock. If you receive a voting instruction form from your broker or custodian, please follow the instructions provided by your broker or custodian to ensure your vote is counted, as voting instruction forms cannot be delivered directly to the Transfer Agent.

Q:     Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:     WTMA will pay the cost of soliciting proxies for the Special Meeting. WTMA has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Special Meeting. WTMA has agreed to pay Advantage Proxy, Inc. a fee of $12,500 plus disbursements (to be paid with non-trust account funds). WTMA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of WTMA Common Stock for their expenses in forwarding soliciting materials to beneficial owners of WTMA Common Stock and in obtaining voting instructions from those owners. WTMA’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements are all statements other than those of historical fact, and include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of WTMA and/or EM and may include statements regarding the period following the consummation of the Business Combination, including revenue growth and financial performance. Forward-looking statements appear in a number of places in this proxy statement/prospectus, including, without limitation, in the sections entitled “Information About WTMA”, “WTMA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information About EM”, “EM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information About CMR”, “CMR’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information About KCM”, “KCM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information About KCM”, “KMMI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information About Handa Lab”, “Handa Lab’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information About NS World”, “NS World’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations and beliefs of the management of WTMA and EM, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors,” those discussed and identified in public filings made with the SEC by WTMA and the following:

•        WTMA’s ability to complete the Business Combination or, if WTMA does not consummate such Business Combination, any other initial business combination;

•        the risk that the consummation of the Business Combination is significantly delayed;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        the risk that the announcement and consummation of the Business Combination disrupts EM’s current plans;

•        New EM’s ability to successfully integrate the business and operations of the Target Companies into its ongoing business operations and realize the intended benefits of New EM’s acquisition of the Target Companies;

•        New EM’s ability to secure sufficient funding to successfully rebuild CMR’s recycling facility with significant expansion on management’s expected timeline and budget, or at all;

•        unexpected costs related to the Business Combination;

•        expectations regarding New EM’s strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and New EM’s ability to invest in growth initiatives;

•        satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: (i) approval of the Business Combination and related agreements and transactions by the WTMA stockholders, the holder of the EM Member Units and the holders of the equity interests of the other Target Companies, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) receipt of approval for listing on Nasdaq the shares of WTMA common stock to be issued in connection with the Merger, and (iv) the absence of any injunctions;

•        that the amount of cash available in the trust account is at least equal to the Minimum Available Cash Condition amount, after (i) deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their rights to redeem their WTMA Common Stock pursuant to the Organizational Documents, (ii) plus (A) the PIPE Investment Amount actually received by WTMA at or prior to the Closing), and (B) the aggregate gross proceeds received or will be received by WTMA or EM or any of their subsidiaries pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA, EM or any of their respective subsidiaries, including the Convertible Notes, if any, after the payment of certain expenses of WTMA and EM relating to the Business Combination;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the implementation, market acceptance and success of New EM’s business model and growth strategy;

•        the ability to obtain or maintain the listing of New EM Common Stock on Nasdaq following the Business Combination;

•        limited liquidity and trading of WTMA’s public securities;

•        the amount of any redemptions by existing holders of WTMA Common Stock being greater than expected;

•        WTMA’s ability to raise financing in the future;

•        WTMA’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•        WTMA officers and directors allocating their time to other businesses and potentially having conflicts of interest with WTMA’s business or in approving the Business Combination;

•        the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•        the impact of the regulatory environment and complexities with compliance related to such environment, including New EM’s ability to meet, and continue to meet, applicable regulatory requirements;

•        New EM’s ability to execute its business plan, including with respect to its technical development and commercialization of products, and its growth and go-to-market strategies;

•        New EM’s ability to achieve sustained, long-term profitability and commercial success;

•        Operational risks, including with respect to New EM’s use of agents or resellers in certain jurisdictions, New EM’s ability to scale up its manufacturing quantities of its products, New EM’s outsourcing of manufacturing and such manufacturers’ ability to satisfy New EM’s manufacturing needs on a timely basis, the availability of components or raw materials used to manufacture New EM’s products and New EM’s ability to process customer order backlog;

•        New EM’s revenue deriving from a limited number of customers;

•        geopolitical risk and changes in applicable laws or regulations, including with respect to geopolitical risk and changes in applicable laws or regulations, including with respect to New EM’s planned operations outside of the U.S. and Korea;

•        New EM’s ability to attract and retain talented personnel;

•        New EM’s ability to compete with companies that have significantly more resources;

•        New EM’s ability to meet certain certification and compliance standards;

•        New EM’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims;

•        the outcome of any known and unknown litigation and regulatory proceedings, including any proceedings that may be instituted against WTMA or EM following announcement of the Business Combination Agreement and the transactions contemplated therein;

•        the potential characterization of New EM as an investment company subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

•        other factors detailed under the section entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of WTMA, EM and the other Target Companies prove incorrect, actual results may vary in material respect from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to WTMA, EM or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, WTMA and EM undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The risk factors described below disclose both material and other risks and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.

Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of New EM and its subsidiaries following the consummation of the Business Combination; except that, with respect to references to EM’s lease obligations, the “Company” refers to the EM subsidiary that is a party to such lease.

Risks Related to EM and New EM’s Financial Condition and Results of Operations

EM has a limited operating history, making it difficult to evaluate its business and prospects, and the company may face challenges in executing its business plan.

EM has a limited operating history, which makes it difficult to evaluate its business and prospects, and the company may face challenges in executing its business plan.

EM was formed on February 9, 2024, with the purpose of creating a vertically integrated supply chain for critical materials, including battery metals and rare earth elements. EM is acquiring a number of operating subsidiaries. While the businesses EM intends to acquire have varying operating histories, they remain early-stage ventures, each operating in diverse and complex industries. As a result, EM lacks an established operating history as a consolidated company upon which you may reliably evaluate its business and future performance.

EM’s business operations are subject to numerous risks, uncertainties, expenses, and difficulties typically associated with early-stage companies, including:

•        A lack of operating history at the scale envisioned post-acquisition, making it challenging to forecast future financial performance.

•        The need to secure substantial capital to complete the acquisitions, develop the business, and fund operations.

•        The likelihood of ongoing losses in the foreseeable future, given the early-stage nature of the businesses involved.

•        The difficulty of anticipating and responding to changes in the critical materials and recycling markets.

•        The risk that customers may not accept or adopt EM’s battery metals, or magnet products.

•        Limited experience in marketing and scaling operations as a consolidated entity.

•        Competition from larger, better-capitalized companies with more extensive resources and established market presence.

•        Challenges in identifying, attracting, and retaining the skilled personnel necessary to execute its business plan, particularly in areas like critical materials processing.

•        A reliance on key management and technical personnel whose departure could impair EM’s ability to achieve its business objectives.

Due to these and other risks outlined in this filing, investors may find it challenging to evaluate EM’s business and assess the potential return on an investment in the company.

EM has incurred operating losses and must achieve significant business growth to realize sustained, long-term profitability and commercial success.

Since its inception, EM has operated at a loss and will require substantial business expansion to achieve long-term profitability. EM has not yet generated substantial revenue, and as it moves toward acquiring its target businesses and integrating them, EM anticipates continued expenses related to scaling operations, implementing smart factory automation, and funding its recycling and production capabilities.

EM expects to incur significant operational costs, including research and development (“R&D”) expenses, until it can fully ramp up its revenues from the sale of concentrates, oxides, metals, carbonates, sulphates, precursor cathode active material (pCAM), magnets, and their related products. To achieve sustained profitability and long-term success, EM must execute its strategic plan, which includes:

•        Successfully completing the acquisition and integration of its target businesses.

•        Expanding its production capacity and scaling operations to meet growing demand for battery metals and rare earth elements.

•        Reducing manufacturing costs through the implementation of AI-driven smart factory automation.

•        Competitively pricing its products while growing demand across industries such as automotive, aerospace, healthcare, and consumer electronics.

•        Leveraging its proprietary recycling processes and manufacturing technologies to seize new market opportunities and offer novel solutions.

Failure to execute on one or more of these initiatives could prevent EM from achieving sustained, long-term profitability.

As EM transitions from its current phase of integrating acquisitions and scaling its operations to a fully commercial phase, it expects revenue growth, supported by demand in its markets. However, several factors outside of EM’s control, such as a decline in global demand for critical materials, increased competition, or failure to capitalize on new market opportunities, could limit revenue growth. If EM is unable to generate sufficient revenue and raise the necessary capital to support its operations, it may be unable to continue as a going concern.

New EM’s future success depends on its ability to execute its growth and go-to-market strategies effectively.

New EM’s success hinges on its ability to implement its growth and go-to-market strategies, particularly in expanding its production of critical materials, scaling its recycling operations, and integrating its planned acquisitions. New EM’s future management team must execute these strategies to increase sales, bring new products to market, and capitalize on its proprietary technologies in areas such as AI-driven automation and material recycling.

However, the success of New EM’s strategy is subject to several uncertainties, including potential delays in completing acquisitions, longer-than-expected timelines to generate projected revenues, and challenges in developing or commercializing new products. Moreover, New EM’s growth and go-to-market strategies may prove ineffective due to factors such as unforeseen market conditions, increased competition, or challenges in customer adoption of its products.

If New EM cannot execute its strategies in a timely or cost-effective manner, it could face significant challenges to its business, financial condition, and ability to achieve profitability. Ineffective execution of these strategies could negatively impact New EM’s results of operations and its ability to meet its long-term growth objectives.

New EM’s failure to execute its strategic plans would have a material adverse effect on its operating results and business, harm its reputation and could result in substantial liabilities that exceed its resources.

The estimated costs and timelines developed by New EM for the large-scale integration, assembly, and production of its concentrates, oxides, metals, carbonates, sulphates, precursor cathode active material (pCAM), magnets, and their related products are subject to the risks and uncertainties inherent in transitioning from an early-stage company to full commercial operations. New EM’s growth strategy, which includes the acquisition of multiple businesses and the expansion of its AI-driven smart factory capabilities, is dependent on the successful integration of these acquisitions, scaling its operations, and managing complex manufacturing processes.

New EM has not yet secured contractual relationships with all component suppliers needed to scale its production capacity. Additionally, New EM may face challenges in accurately estimating demand for its products, which could lead to inefficiencies, increased costs, or delays in generating revenue. If New EM fails to properly predict supply and demand for its materials and manufacturing requirements, or if it is unable to invest in the necessary infrastructure, people, and capital equipment in a timely manner, New EM could experience production delays and higher costs.

The success of New EM’s strategic plans must be considered in light of these risks, complications, and the highly competitive environment in which it operates. There is no assurance that New EM’s business plan will succeed. Moreover, as a capital-intensive business, New EM will likely continue to incur substantial operating expenses without generating sufficient revenue to cover these expenditures, which may impact its ability to achieve profitability in the near term.

As a result, any investment in New EM carries significant risk, and there is a possibility that investors could lose the entirety of their investment.

New EM may not be able to successfully integrate the business and operations of the Target Companies into its future business operations, which may result in New EM’s inability to fully realize the intended benefits of these acquisitions, or may disrupt New EM’s current operations, which could have a material adverse effect on New EM’s business, financial position and/or results of operations.

Following the Business Combination, New EM will need to integrate the business and operations of the Target Companies. This process involves complex operational, technological and personnel-related challenges, which are time-consuming and expensive and may disrupt our ongoing business operations. Furthermore, integration involves a number of risks, including, but not limited to:

•        difficulties or complications in combining the Target Companies’ operations;

•        differences in controls, procedures and policies, regulatory standards and business cultures among the combined companies;

•        the diversion of management’s attention from New EM’s other core business operations;

•        increased exposure to certain governmental regulations and compliance requirements;

•        the potential increase in operating costs;

•        the potential loss of key personnel;

•        the potential loss of key customers or suppliers who choose not to do business with the combined business;

•        difficulties or delays in consolidating the Target Companies’ technology platforms, including implementing systems designed to maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company and enable New EM to continue to comply with GAAP and applicable U.S. securities laws and regulations;

•        unanticipated costs to successfully integrate operations, technologies, personnel of the Operating Companies and other assumed contingent liabilities;

•        difficulties related to comparing financial reports due to differing financial and/or internal reporting systems;

•        making any necessary modifications to internal financial control standards to comply with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder; and/or

•        possible tax costs or inefficiencies associated with integrating the operations of the combined company.

These factors could cause New EM to not fully realize the anticipated financial and/or strategic benefits of the acquisitions of the Operating Companies, which could have a material adverse effect on its business, financial condition and/or results of operations.

Even if New EM is able to successfully operate the Operating Companies, New EM may not be able to realize the revenue and other synergies and growth that New EM anticipates from these acquisitions in the time frame that New EM currently expects, and the costs of achieving these benefits may be higher than what New EM currently expects, because of a number of risks, including, but not limited to:

•        the possibility that the acquisition may not further New EM’s future business strategy as New EM expected;

•        the possibility that New EM may not be able to expand the reach and customer base for the Operating Companies’ current and future products as expected;

•        the possibility that New EM may have entered a market with no prior experience and may not succeed in the manner expected; and

•        the possibility that the carrying amounts of goodwill and other purchased intangible assets may not be recoverable.

As a result of these risks, the acquisitions and integration may not contribute to New EM’s earnings as expected, New EM may not achieve expected revenue synergies or New EM’s return on invested capital targets when expected, or at all, and New EM may not achieve the other anticipated strategic and financial benefits of the acquisitions of the Operating Companies.

New EM is expected to need to raise additional funds in order to pursue its growth strategy, and these funds may not be available on terms favorable to New EM or its stockholders, or at all, when needed.

The development, manufacture, and sale of New EM’s future battery metals, magnets, and its related products are capital-intensive businesses. New EM’s business plan — which includes acquiring and integrating new companies, scaling production, and implementing AI-driven automation — will require continued capital investment through public or private equity, debt financings, or other sources. These funds will be necessary to support ongoing operations, research and development, and the expansion of facilities. However, such financings may result in dilution of stockholder equity, the issuance of securities with liquidation and dividend preferences, significant interest payments, the imposition of security interests or debt covenants, and other terms that could adversely impact New EM’s business.

New EM is expected to raise gross proceeds, net of redemptions, transaction costs, cash consideration to acquire CMR of $125.0 million, cash contribution to CMR of $50.0 million to be used in part to repay indebtedness, cash consideration to EM of $25.0 million, $4.5 million repayment of WTMA convertible promissory notes and working capital notes, of approximately $1,790.4 million after adding existing cash balance in New EM’s companies, assuming maximum redemptions scenario in connection with the Business Combination. However, there is no guarantee that New EM will successfully raise such proceeds or that it will have access to additional capital on favorable terms when required, or at all. While it is anticipated that the proceeds from the Business Combination and other financing will be sufficient to fund its operations for the first 12 months following the Closing, it is expected that New EM will need to raise additional capital in the near future.

New EM may seek additional funds through equity, equity-related or debt securities, strategic partnerships, licensing arrangements, or by obtaining credit from government or financial institutions. This capital will be essential for supporting New EM’s growth plans, including scaling operations, further research and development, infrastructure improvements, and the introduction of new products or services.

If New EM is unable to secure additional funds when needed, it could hinder the company’s ability to operate efficiently, execute its growth strategy, or achieve its business objectives. This could have a material adverse effect on New EM’s financial condition, business prospects, and results of operations.

New EM’s quarterly net sales and operating results are difficult to predict accurately and may fluctuate significantly from period to period, which could cause its stock price to decline if it fails to meet investor expectations.

New EM is expected to operate in a dynamic and evolving industry, and its future operating results may experience significant fluctuations, especially on a quarterly basis. New EM’s quarterly net sales and operating results may vary significantly due to a variety of factors, many of which are beyond New EM’s control.

Although New EM is anticipated to grow from its business plan, accurately forecasting its quarterly operating results is challenging due to several uncertainties, including the reliance on integrating multiple acquired businesses and the demand for New EM’s future battery metals, magnet & rare earth elements, and its related products. If New EM’s operating results fail to meet the expectations of securities analysts and investors in any given quarter, its stock price may decline. Factors that could contribute to fluctuations in New EM’s operating results include:

•        Delays or changes in customer orders, including rescheduling, increases, reductions, or cancellations.

•        The timing of customer qualification of New EM’s future products and the commencement of volume sales by customers using those products.

•        Variability in research and development, sales, and marketing expenditures.

•        The pace of market adoption of New EM’s future products in key markets like automotive, aerospace, and defense.

•        The introduction of new products by New EM or its competitors, and how well New EM’s products are accepted by customers.

•        Challenges in predicting and meeting changing customer demands.

•        Gaining or losing key customers.

•        The availability, cost, and quality of materials and components from third-party suppliers, along with potential delays in fabrication or delivery.

•        Constraints in production capacity at New EM’s future facilities or third-party subcontractors, including interruptions due to supply chain disruptions.

•        Changes in manufacturing costs and yield fluctuations.

•        Variations in New EM’s future product mix or customer mix each quarter.

•        Expenses related to acquisitions or the integration of new businesses or technologies.

•        Unexpected product returns or price concessions exceeding forecasts.

•        Shifts in industry standards, product obsolescence, or inventory write-downs.

•        Costs related to litigation, including intellectual property disputes.

•        The unpredictability of customer purchasing and budgeting cycles.

•        Loss of key personnel or challenges in attracting skilled employees.

•        Variations in product quality or costs associated with remediation.

•        Adverse economic conditions in key regions where EM and its customers operate.

•        General industry conditions and seasonal trends in EM’s target markets.

•        The impact of geopolitical events, natural disasters, pandemics, or other disruptions on EM’s operations or those of its customers.

New EM may experience delays in generating or recognizing revenue for several reasons. Open orders at the start of a quarter are generally lower than expected and are often subject to cancellation or rescheduling. Therefore, New EM is expected to rely heavily on obtaining and fulfilling customer orders during each quarter to meet its sales objectives, and any delays or cancellations could negatively impact on its financial performance. Additionally, New EM’s customer agreements are expected to allow customers to delay delivery dates or cancel orders without significant penalties.

Given the fixed nature of many of New EM’s future operating expenses, any shortfall in forecasted revenue could significantly impact on its financial results, as the New EM is expected to have limited flexibility to reduce expenses in the short term. As a result, New EM’s operating results may decline from one quarter to the next or fall below the expectations of analysts and investors, which could adversely affect its stock price. Due to these factors, New EM’s quarterly results may vary significantly, and period-to-period comparisons of operating results may not be indicative of future performance. Any shortfall in net sales or income relative to expectations could lead to a decline in New EM’s stock price.

The expectations for future operating and financial results and market growth of New EM rely in large part upon assumptions and analyses developed by it. If these assumptions or analyses prove to be incorrect, New EM’s actual operating results may be materially different from its anticipated results.

New EM is expected to operate in fast-changing and highly competitive markets, and its expectations for future performance are based on management’s assumptions about its industry, many of which may not be accurate. The anticipated operating results of New EM depend largely on management’s assessment of when its battery metals, magnet and rare earth elements and its related products will be adopted by customers, which remains uncertain. Moreover, New EM’s projections are subject to numerous economic, competitive, industry-specific, and other uncertainties and contingencies that are difficult or impossible to predict and often beyond New EM’s control. Future developments may also affect New EM’s ability to meet its expectations. As discussed further in this proxy statement/prospectus, projected future sales and associated cash flows may not materialize in full, or at all.

Furthermore, New EM’s expected revenue streams such as battery metals production, rare earth magnet manufacturing, and other recycling operations — may never achieve commercial success due to factors such as limited market adoption, competition, or unforeseen challenges in scaling operations. Important factors that may affect New EM’s actual results and cause its operating and financial results to fall short of expectations include risks related to New EM’s business, industry performance, the regulatory environment, general economic conditions, and other factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus.

Additionally, expectations for New EM’s future performance are based on assumptions that are subject to change. These assumptions do not account for shifts in New EM’s business prospects, changes in general economic conditions, or unforeseen events or transactions. As a result, long-term expectations inherently become less reliable over time. There can be no assurance that New EM’s future financial condition or operating results will align with its expectations, or with those of investors and securities analysts. If New EM’s actual results differ significantly from its projections, it may need to make strategic adjustments that could adversely impact its financial condition and operational results.

Moreover, the estimates and forecasts regarding the size and anticipated growth of New EM’s target markets may also prove inaccurate. The expected addressable market for New EM’s products and services may not materialize within the projected timeframe, or at all. Even if the market meets the size and growth estimates presented in this proxy statement/prospectus, New EM’s business may not grow at similar rates, which could further affect its financial performance and the market price of New EM Common Stock.

New EM may be adversely affected by fluctuations in demand for and prices of battery metals, rare earth elements and its related products.

Because our revenue is, and will for the foreseeable future be, derived from the sale of battery metals, magnets and rare earth elements, and its related products, changes in demand for, and the market prices of, these commodities, as well as taxes, tariffs, and other imposed fees, could significantly impact our profitability. Our financial results may be adversely affected by declines in the prices of battery metals, rare earth elements, and its

related products. Prices for these materials are influenced by numerous factors beyond our control, including interest rates, exchange rates, inflation, shipping and logistics costs, global and regional supply and demand, industry trends such as competitor consolidation, and the political and economic conditions of producing countries. Furthermore, supply-side factors play a key role in price volatility, especially for rare earth elements, with production largely controlled by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards, which may be adjusted over time. Periods of oversupply or speculative trading can lead to significant fluctuations in market prices for these materials.

A prolonged or significant economic downturn in the U.S. or globally could place downward pressure on the market prices of battery metals, rare earth elements, and related products. Sustained periods of low prices could reduce revenue and limit access to development funds, potentially leading to reductions or suspensions in mid-stream processing operations, asset impairments, and reduced availability of materials for processing.

Demand for our products is closely linked to the demand for downstream products incorporating these materials, including electric vehicles, wind turbines, robotics, medical devices, military equipment, and other advanced technologies, as well as traditional automotive and electronic sectors. A slowdown in these markets may negatively affect demand for our products.

Conversely, extended periods of high commodity prices could lead to economic dislocations that destabilize supply and demand, affecting broader markets. While strong prices are generally beneficial to our financial performance, they can also drive the development of alternative technologies and competing sources, potentially reducing long-term demand for our products.

The success of New EM’s business will depend, in part, on the growth of existing and emerging uses for battery metals, magnets and rare earth elements, and related products.

The success of our business will depend, in part, on the growth of existing and emerging uses for battery metals, and magnets and rare earth products. Our strategy is to develop these products, which are used in critical existing and emerging technologies such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment, and other high-growth, advanced motion technologies. The success of our business hinges on the continued growth of these end markets and our ability to successfully commercialize battery metals, magnets and rare earth products in these markets. If the market for these critical technologies does not grow as we expect, grows more slowly than anticipated, or if demand for our products in these markets declines, our business, prospects, financial condition, and operating results could be adversely affected.

Additionally, the market for these technologies, particularly within the automotive industry, is cyclical, exposing us to increased volatility. It remains uncertain how macroeconomic factors will impact our business. Any unexpected costs or delays in commercializing these products we expect to develop, or lower-than-anticipated demand for the critical existing and emerging technologies that utilize our products, could have a material adverse effect on our financial condition and operational results.

Industry consolidation may result in increased competition, which could reduce our revenue.

Some of New EM’s expected competitors have entered into, or may enter into, acquisitions, partnerships, or other strategic relationships to gain competitive advantages. Additionally, new entrants who are not currently considered direct competitors may enter New EM’s expected market through such strategic moves. It is expected that this trend will continue as demand for battery metals, magnets and rare earth elements, and its related products increases globally.

Industry consolidation could result in competitors with more compelling product offerings, greater pricing flexibility, or business practices that make it harder for New EM to compete effectively — whether through pricing, technology, or supply chain advantages. For example, in December 2021, China merged three state entities to form the China Rare Earth Group Co. Ltd, which now controls over half of China’s heavy rare earth supplies. This consolidation provides the China Rare Earth Group Co. Ltd with enhanced pricing power over key rare earth elements like dysprosium and terbium, likely leading to shifts in the global supply chain.

Such consolidation and competitive pressures could have a material adverse effect on New EM’s business, impacting its ability to compete on price, maintain market share, and achieve expected revenue growth.

New EM’s profitability could be adversely affected if we fail to maintain satisfactory labor relations; work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues, and materially affect our results of operations.

New EM’s expected production and recycling operations are dependent on the efforts of its employees. There is the potential for New EM’s future employees to seek representation as a collective unit in the future. This could lead to labor disputes, work stoppages, or other disruptions in New EM’s operations, which could adversely affect its ability to meet production demands, reduce revenues, and materially impact its financial results.

Additionally, any work stoppages by third-party contractors or service providers involved in EM’s operations or development projects — such as the construction of new recycling facilities or expansion efforts — could cause significant delays, disrupt operations, reduce revenues, and have a material adverse effect on EM’s business and financial condition.

A shortage of skilled technicians and engineers may increase operating costs, adversely affecting our results of operations.

The efficient recycling and production of battery metals, magnets and rare earth elements, and related products requires skilled technicians and engineers proficient in modern techniques and equipment. As New EM expands its expected future operations and develops downstream capabilities, the need for skilled operators, maintenance technicians, engineers, and other specialized personnel will increase significantly.

If New EM is unable to hire, train, and retain the necessary skilled workforce, it could face rising labor costs and challenges in achieving anticipated production levels on time. Such difficulties may delay operations, increase costs, and materially adversely affect New EM’s business and financial results.

New EM will depend on key personnel for the success of our business.

New EM’s success is heavily dependent on the expertise and leadership of its future senior management team and other key personnel. The loss of any member of senior management or key employees could negatively impact New EM’s expected future operations, strategic direction, and growth. If the services of any of these individuals were no longer available, New EM may face difficulties in locating, attracting, or hiring qualified replacements on acceptable terms. Failure to retain or promptly replace key personnel could adversely affect New EM’s business, operations, and overall performance.

Increasing costs or limited access to raw materials may adversely affect our profitability.

New EM is expected to use significant amounts of feedstocks and raw materials to produce battery metals, magnets and rare earth elements and its related products. We will need to purchase feedstock and raw materials on the open market, exposing us to potential volatility in both the cost and availability of these raw materials. We may not be able to pass increased costs for these raw materials to our customers through price adjustments. A significant rise in the cost, or reduction in the availability, of these raw materials could substantially increase our operating costs, negatively affecting our profit margins and production volumes.

Fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to supply products to our customers, which could adversely affect our results of operations.

We will need to transport our products to our existing and future customers wherever they may be located. Finding affordable and dependable transportation is important because it allows us to supply customers around the world. Labor disputes, embargoes, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, other environmental events, changes to rail or ocean freight systems or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales potential and could materially adversely affect our results of operations.

New EM’s future facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, or health epidemics or pandemics.

New EM’s expected future operations may be significantly impacted by events beyond its control, including natural disasters, wars, health epidemics or pandemics, or other unforeseen events. For example, if any of New EM’s future facilities, including its planned recycling and production facilities, are located in areas prone to natural disasters such as earthquakes, floods, or wildfires, these events could disrupt operations. Additionally, events like health epidemics or pandemics could lead to disruptions in the supply chain, workforce availability, or transportation logistics, all of which could negatively affect New EM’s ability to produce and deliver its products.

In the event of major disruptions — such as earthquakes, extreme weather events, pandemics, or system failures — New EM’s ability to maintain normal operations may be compromised. These events could force New EM to halt or delay production and shipment of its products, which would lead to increased expenses and operational delays. Furthermore, breakdowns in New EM’s information systems or communication networks, whether due to external events or technical failures, could further hinder operations.

Such disruptions, which could be outside of New EM’s control, could have a material adverse impact on New EM’s business, operating results, and financial condition.

New EM’s ability to generate revenue may be diminished if substitutes for New EM’s concentrates, oxides, metals, carbonates, sulphates, precursor cathode active material (pCAM), magnets, and their related products become available or if technological advancements reduce their demand.

The industries and end markets that we expect will rely on New EM’s rare earth elements, battery metals, magnets, and related products — such as automotive, aerospace, defense, and consumer electronics — are subject to rapid technological advancements. If these industries develop new technologies or products that no longer require these materials, or if alternative materials that can perform similar functions become widely available, it could lead to a decline in demand for New EM’s products.

A reduction in demand for EM’s rare earth elements, battery metals, and magnets could materially impact its ability to generate revenue, which would have an adverse effect on New EM’s business, financial condition, and operational results. The emergence of viable substitutes or shifts in technology that reduce reliance on these materials could significantly weaken New EM’s market position and revenue potential.

If New EM is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to operate or to execute its growth plans.

If New EM is deemed to be an investment company under the Investment Company Act, it will be subject to additional regulatory requirements and its activities may be restricted, including:

•        restrictions on the nature of its investments;

•        limitations on its ability to borrow;

•        prohibitions on transactions with affiliates; and

•        restrictions on the issuance of securities.

Each of these may make it difficult for New EM to run its business. In addition, the law may impose upon New EM burdensome requirements, including:

•        registration as an investment company and subsequent regulation as an investment company;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

New EM is expected to conduct its operations so that it is not required to register as an investment company under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an “investment company” as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority owned subsidiaries that are not themselves investment companies and are not relying on the exemption from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. Though EM does not believe that its principal activities will subject it to the Investment Company Act, if New EM were deemed to be subject to the Investment Company Act, compliance with the additional regulatory burdens discussed above would require additional expense and attention from management.

Risks Related to New EM’s Intellectual Property

New EM is expected to rely heavily on its intellectual property portfolio. If New EM is unable to protect its intellectual property rights, its business and competitive position would be harmed.

New EM may not be able to prevent unauthorized use of its future intellectual property, which could harm its business and competitive position. New EM is expected to rely upon a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in its proprietary technologies. In addition, New EM is expected to seek to protect its intellectual property rights through nondisclosure and invention assignment agreements with its employees and consultants and through non-disclosure agreements with business partners and other third parties. Despite New EM’s future efforts to protect its proprietary rights, third parties may attempt to copy or otherwise obtain and use its intellectual property or be able to design around its intellectual property. Any patent that may be held by New EM at the Closing or to be issued to New EM could be challenged, invalidated, unenforceable or circumvented. Monitoring unauthorized use of New EM’s intellectual property is difficult and costly, and the steps New EM will take to prevent misappropriation may not be sufficient. From time to time, third parties may infringe New EM’s intellectual property rights. Litigation may be necessary to enforce or protect New EM’s rights or to determine the validity and scope of the rights of others. Any litigation could be unsuccessful, cause New EM to incur substantial costs, divert resources away from New EM’s daily operations and result in the impairment of New EM’s intellectual property. Failure to adequately enforce New EM’s rights could cause it to lose rights in its intellectual property and may negatively affect its business. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard New EM’s intellectual property portfolio.

Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States or have onerous filing requirements. Therefore, New EM’s intellectual property rights may not be as strong or as easily enforced outside of the United States, and efforts to protect against the unauthorized use of New EM’s intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. Further, competitors may copy its designs and technology and operate in countries in which New EM will not have prosecuted its intellectual property. Although New EM’s ownership of future patents may not be disputed, until the process of updating its filings is complete, New EM’s intellectual property rights with respect to such patents may not be as strong or as easily enforced. Failure to adequately protect New EM’s intellectual property rights could result in its competitors using its intellectual property to offer products, and competitors’ ability to design around New EM’s intellectual property would enable competitors to offer similar or better products or services, in each case potentially resulting in the loss of some of New EM’s competitive advantage and a decrease in its revenue, which would adversely affect New EM’s business, prospects, financial condition and operating results.

New EM’s inability to protect its future intellectual property rights could have a material adverse effect on its operations and future success.

New EM is expected to rely primarily on patent, trademark, trade secret and copyright laws in the United States and in other countries in which its products are produced or sold, as well as other contractual restrictions, such as licenses and nondisclosure and confidentiality agreements, to protect New EM’s future intellectual property. Additionally, the patent, trade secret and trademark laws of some countries, or their enforcement, may not protect New EM’s intellectual property rights to the same extent as the laws of the United States. Failure to protect New EM’s intellectual property rights may result in the loss of valuable proprietary technologies, which could have a material adverse effect on New EM’s business, financial condition or operating results. New EM cannot assure that its future intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

If New EM fails to successfully enforce its intellectual property rights, its competitive position could suffer. New EM may also be required to spend significant resources to monitor and police its intellectual property rights. Similarly, if New EM were to infringe on the intellectual property rights of others, its competitive position could suffer. Furthermore, other companies may duplicate or reverse engineer New EM’s technologies or design around its patents. In some instances, litigation may be necessary to enforce New EM’s intellectual property rights and protect its proprietary information, or to defend against claims by third parties that New EM’s products infringe their intellectual property rights. Any litigation or claims brought by or against New EM, whether with or without merit, may incur significant cost and New EM might not be in the position to finance it. New EM cannot assure that the outcome of such potential litigation will be in its favor. An adverse determination in any such litigation will impair New EM’s intellectual property rights and may harm its business, prospects and reputation. In addition, any intellectual property litigation or claims against New EM could result in the loss or compromise of its intellectual property and proprietary rights, subject it to significant liabilities, require it to seek licenses on unfavorable terms, prevent it from manufacturing or selling certain products or require it to redesign certain products, any of which could harm New EM’s business and results of operations.

New EM is expected to file new patents for new inventions that will be incorporated into new products; however, such patent filings may never be issued, or certain claims may be rejected, or may need to be narrowed, which may limit the protection New EM attempts to obtain. In addition, companies, organizations or individuals, including competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit, or interfere with New EM’s ability to make, use, develop, sell or market its products, which would make it more difficult for New EM to operate its business. These third parties may have applied for, been granted, or obtained patents that relate to intellectual property, which competes with New EM’s intellectual property or technology. This may require New EM to develop or obtain alternative technology, or obtain appropriate licenses under these patents, which may not be available on acceptable terms or at all. Such a circumstance may result in New EM having to significantly increase development efforts and resources to redesign its technology in order to safeguard its competitive edge against competitors.

With respect to unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets necessary to develop and maintain its competitive position, while New EM generally is expected to enter into confidentiality agreements with its employees and third parties to protect its intellectual property, New EM cannot assure you that its confidentiality agreements will not be breached, that they will provide meaningful protection for New EM’s trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of New EM’s trade secrets or manufacturing expertise. In addition, New EM’s trade secrets and know-how may be improperly obtained by other means, such as a breach of its information technology security systems or direct theft.

New EM may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause New EM to incur substantial costs.

Companies, organizations or individuals, including New EM’s future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with New EM’s ability to make, use, develop or sell its products, which could make it more difficult for New EM to operate its business. From time to time, New EM may receive inquiries from holders of patents or trademarks inquiring whether New EM is infringing their proprietary rights and/or seek court declarations that they do not infringe upon New EM’s intellectual property

rights. Companies holding patents or other intellectual property rights relating to recycling and mid-stream processing of e-Scraps, batteries, spent magnets, rare earth elements and its related products as well as AI and robotics may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if New EM is determined to have infringed upon a third party’s intellectual property rights, New EM may be required to do one or more of the following:

•        cease selling, incorporating or using products that incorporate the challenged intellectual property;

•        pay substantial damages;

•        obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or

•        redesign its products or service offerings.

In the event of a successful claim of infringement against New EM and its failure or inability to obtain a license to the infringed technology, New EM’s business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

New EM also is expected to license patents and other intellectual property from third parties, and New EM may face claims that its use of this intellectual property infringes the rights of others. In such cases, New EM may seek indemnification from its licensors under its license contracts with them. However, New EM’s rights to indemnification may be unavailable or insufficient to cover its costs and losses, depending on its use of the technology, whether it chooses to retain control over conduct of the litigation and other factors.

New EM’s patent applications may not result in issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on New EM’s ability to prevent others from interfering with its commercialization of its products.

New EM’s patent applications may not result in issued patents, which may have a material adverse effect on New EM’s ability to prevent others from commercially exploiting products similar to New EM’s. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, New EM cannot be certain that the patent applications that it files will result in patents being issued or that its patents and any patents that may be issued to it will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which New EM has developed and is developing its technology. In addition to those who may claim priority, any of New EM’s existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus New EM cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if its patent applications succeed and New EM is issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide New EM with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from New EM’s patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to New EM’s. The intellectual property rights of others could also bar New EM from licensing and exploiting any patents that are issued from its pending applications. In addition, patents issued to New EM may be infringed upon or designed around by others, and others may obtain patents that New EM needs to license or design around, either of which would increase costs and may adversely affect New EM’s business, prospects, financial condition and operating results.

Risks Related to the Business Combination and WTMA

The Business Combination is conditioned on EM’s acquisition of the Target Companies and EM has not entered into definitive agreements to acquire the Target Companies.

WTMA, EM, and certain other parties have entered into a definitive merger agreement pursuant to which WTMA will acquire (indirectly through one of its affiliates) CMR, and EM also has entered into definitive share exchange agreements to acquire each of the Korean Companies. WTMA’s prospects will be materially adversely affected if EM is unable to finalize the acquisition of the other Target Companies within the assumed timeframes, or at all; the prices payable by WTMA to complete the acquisitions of the Target Companies are more than expected; the acquired Target Companies do not perform as expected; EM does not successfully integrate or leverage the Target Companies; or due diligence on any of the Target Companies fails to identify or adequately address risks or liabilities within those businesses. In addition, if EM is unable to reach definitive agreements with the Target Companies or is otherwise unable to consummate the acquisition of the Target Companies, WTMA will not be able to complete the Business Combination. See “Risk Factors — If WTMA is not able to complete the Business Combination with EM by June 30, 2025, nor able to complete another business combination by such date it would cease all operations except for the purpose of winding up and WTMA would redeem WTMA’s public stock and liquidate, in which case WTMA’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and any public rights will expire worthless.”

Acquired assets or businesses may not generate the expected financial results. Acquisitions of the Target Companies could also result in the use of cash, potentially dilutive issuances of equity securities, goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

In addition, while EM and WTMA will continue to conduct due diligence on the other Target Companies, there is no assurance that an acquisition will perform as forecast once fully integrated, or successfully achieve the desired objectives, including, where applicable, any synergies.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by WTMA’s stockholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination, including, if applicable, the expiration or termination of waiting periods under the HSR Act. For a complete list of the material closing conditions contained in the Merger Agreement, see the section entitled “Merger Agreement Proposal — Closing Conditions.” WTMA and EM may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause WTMA and EM to each lose some or all of the intended benefits of the Business Combination.

For example, in order to satisfy the Minimum Available Cash Condition for the benefit of EM, New EM is required to have available to it a positive amount of cash after giving effect to (x) the amount in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their rights to redeem all or a portion of their shares of WTMA Common Stock pursuant to the Existing Charter and certain WTMA EM transaction expenses, plus (y) the amount of the PIPE Investment actually received by WTMA prior to or substantially concurrently with the Closing, plus (z) the aggregate gross proceeds received or to be received by WTMA or EM pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA or EM or any of WTMA’s subsidiaries, if any.

Any potential PIPE Investment Amount depends on, among other conditions, market conditions and the ongoing due diligence of potential PIPE Investors. As of the date of this proxy statement/prospectus, the maximum assumed potential PIPE Investment Amount under the non-binding PIPE Term Sheet, subject in all respects to the completion of potential PIPE Investors’ due diligence process, the negotiation and execution of definitive transaction documents to the potential PIPE Investors’ satisfaction, and the satisfaction of certain other conditions, is $2,000 million. Accordingly, WTMA does not currently have in place sufficient financing arrangements, on either a committed or non-binding basis, to satisfy the Minimum Available Cash Condition in the event of the

maximum redemption of the trust account. Therefore, in order for the Business Combination to close, WTMA may be required to obtain additional financing, or EM may be required to waive or reduce the Minimum Available Cash Condition.

The initial stockholders have agreed to vote in favor of the Business Combination, regardless of how WTMA’s public stockholders vote.

Our initial stockholders, including the Sponsor, and certain of our directors and officers have agreed to vote any shares of WTMA Common Stock owned by them in favor of the Business Combination, including their shares of WTMA Common Stock and any public stock purchased after our initial public offering (including in open market and privately negotiated transactions). As of the date of this proxy statement/prospectus, our initial stockholders, including our Sponsor, and such directors and officers beneficially own an aggregate of approximately 67.84% of the outstanding shares of WTMA Common Stock.

As a result, assuming all outstanding shares are voted, WTMA would not need any share of public stock issued and outstanding as of April 15, 2025 to be voted in favor of a transaction in order to have the proposed Business Combination approved. However, because WTMA only needs a majority of the shares of WTMA Common Stock attending virtually or by proxy and entitled to vote thereon to be voted in favor of the proposed Business Combination to have such transaction approved, the number of shares of public stock needed to be voted in favor of the Business Combination decreases as the overall number of shares of public stock voted decreases. Accordingly, WTMA would not need any share of public stock issued and outstanding as of April 15, 2025 to be voted in favor of a transaction if only the minimum number of shares representing a quorum are voted in order to have the proposed Business Combination approved.

WTMA may be forced to close the Business Combination even if the WTMA Board determines it is no longer in the best interest of WTMA’s stockholders.

WTMA’s public stockholders are protected from a material adverse event of EM arising between the date of the Merger Agreement and the Closing primarily by (i) the right to redeem their public stock for a pro rata portion of the funds held in the trust account, calculated as of two (2) business days prior to the vote at the Special Meeting, and (ii) the closing condition in the Merger Agreement that there be no material adverse effect on EM. However, if an event occurs and the WTMA Board determines it is no longer in the best interest of WTMA’s stockholders to close the Business Combination but the event does not constitute a material adverse event under the Merger Agreement, then WTMA may be forced to close the Business Combination even if WTMA determines it is no longer in WTMA’s stockholders’ best interest to do so (as a result of such event) which could have a significant negative impact on our business, financial condition or results of operations.

Additionally, if WTMA does not obtain stockholder approval at the Special Meeting, EM can continually obligate WTMA to hold additional Special Meetings to vote on the Condition Precedent Proposals until the earlier of such stockholder approval being obtained and three (3) business days prior to the Agreement End Date. WTMA is also restricted from seeking, soliciting, negotiating or consummating any alternative business combination while the Merger Agreement is still in effect.

Since the Sponsor, WTMA’s directors and executive officers and certain executive officers, directors or members and equity owners of the Target Companies, have interests that are different, or in addition to (and which may conflict with), the interests of WTMA’s stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as its initial business combination. Such interests include that the Sponsor could lose its entire investment in WTMA if the Business Combination is not completed.

When you consider the recommendation of the WTMA Board in favor of approval of the Merger Agreement Proposal, you should keep in mind that the Sponsor and its affiliates, WTMA’s directors and executive officers and certain directors or members, officers and equity owners of the Target Companies have actual or potential material conflicts of interest, including whether to approve such proposal and proceed with the Business Combination, with unaffiliated WTMA security holders. These actual or potential material conflicts of interest may influence WTMA’s directors in making their recommendation that you vote in favor of the Merger Agreement Proposal and

the transactions contemplated thereby. These actual or potential material conflicts of interest were considered by the WTMA Board when it approved the Business Combination. See “Merger Agreement Proposal — Conflicts of Interest” for additional discussion of these actual or potential material conflicts of interest.

These actual or potential material conflicts of interest may influence WTMA’s directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. WTMA’s directors were aware of and considered these actual or potential material conflicts of interest, among other matters, in evaluating the Business Combination, and in recommending to WTMA stockholders that they approve the Business Combination. WTMA stockholders should take these actual or potential material conflicts of interest into account in deciding whether to approve the Business Combination. Such actual or potential material conflicts of interest include that the Sponsor, as well as our executive officers and directors, will lose their entire investment in us if we do not complete a business combination. See “Merger Agreement Proposal — Conflicts of Interest” for further analysis of these potential conflicts and their implications for WTMA stockholders.

WTMA will require its public stockholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If WTMA requires public stockholders who wish to redeem their Public Shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, WTMA will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their Public Shares in such a circumstance will be unable to sell their securities after the failed acquisition until WTMA has returned their securities to them. The market price of Public Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

Neither WTMA nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by EM in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by EM and WTMA to each other in the Merger Agreement will not survive the consummation of the Business Combination. As a result, WTMA and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by EM in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, WTMA would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, some of the conditions of our obligations to complete the Business Combination, to the extent permitted by the Existing Charter and applicable laws. For example, it is a condition to our obligations to close the Business Combination that certain of EM’s representations and warranties are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if the WTMA Board determines that it is in our stockholders’ best interest to waive any such breach, then the WTMA Board may elect to waive that condition and consummate the Business Combination. Notwithstanding the foregoing, certain closing conditions may not be waived due to the parties’ charters or organizational documents, applicable law, or otherwise. The following closing conditions may not be waived: receipt of the requisite stockholder approvals and the absence of any law or order that would prohibit the consummation of the Business Combination.

The Business Combination cannot close unless the condition that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq has been met or waived in writing by all the parties to the Merger Agreement.

Pursuant to the Merger Agreement, it is a condition to closing the Business Combination that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq. Because WTMA did not consummate an initial business combination by December 27, 2024, its securities have been delisted from Nasdaq. There can be no assurance that Nasdaq will approve the shares of New EM Common Stock to be issued in the Merger for listing, and if such listing does not occur, the Business Combination cannot close unless the condition to list the shares of New EM Common Stock on Nasdaq is waived in writing by all the parties to the Merger Agreement.

The exercise of WTMA’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in WTMA’s stockholder’s best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require WTMA to consent to certain actions taken by EM or to waive rights that WTMA is entitled to under the Merger Agreement. Such events could arise because of changes in the course of EM’s business or a request by EM to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at WTMA’s discretion, acting through the WTMA Board, to grant its consent or waive those rights (provided that certain consent rights are not to be unreasonably withheld, conditioned, delayed or denied). The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for WTMA and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, WTMA does not believe there will be any changes or waivers that WTMA’s directors and executive officers would be likely to make after stockholder approval of the Merger Agreement Proposal has been obtained. While certain changes could be made without further stockholder approval, WTMA will circulate a new or amended proxy statement/prospectus and resolicit WTMA’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Merger Agreement Proposal.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Lawsuits may be filed against WTMA or its directors and officers in connection with the Business Combination. Defending such lawsuits could require WTMA to incur significant costs and draw the attention of WTMA’s management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the transactions are consummated may adversely affect New EM’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed upon timeframe.

In connection with the Business Combination, two purported shareholders of WTMA have sent demand letters requesting that WTMA provide additional disclosures in an amendment to the registration statement filed in connection with the Business Combination. WTMA believes that the allegations in the demand letters are meritless and that no additional disclosure is required in such registration statement. No litigation has been filed in respect of these allegations and WTMA is currently unable to reasonably determine the outcome or estimate any potential losses should any litigation be filed, and, as such, has not recorded a loss contingency. There is no material litigation, arbitration or governmental proceeding currently pending against WTMA or any members of its management team in their capacity as such.

WTMA may not be able to complete the Business Combination, or another initial business combination, since such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as CFIUS, or may be ultimately prohibited.

The Business Combination or another initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is empowered to require parties to certain transactions subject to CFIUS jurisdiction to make mandatory filings, to charge filing fees related to CFIUS filings (voluntary or mandatory), and to self-initiate national security reviews of certain foreign direct and indirect investments in U.S. businesses if the parties to the transaction choose not to file voluntarily. In the case that CFIUS determines an investment or transaction to present risks to U.S. national security, CFIUS has the power to require mitigation measures with respect to the transaction or recommend that the President of the United States block the transaction if the parties do not voluntarily abandon it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person, as those terms are defined in the CFIUS regulations, always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and its implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford foreign investors certain information or governance rights in certain U.S. businesses that have a nexus to “critical technologies”, “critical infrastructure” and/or “sensitive personal data”. Finally, CFIUS has jurisdiction to review real estate transactions affording foreign persons certain access rights where the property involved is located within specified proximity of sensitive U.S. government or military installations.

The Sponsor is a Delaware limited liability company but certain of its members are non-U.S. Citizens. Daniel Mamadou (a Spanish citizen) and Christopher Clower (a U.S. citizen) are the managing members and the controlling persons of the Sponsor. Each of Mr. Mamadou and Mr. Clower has voting and investment discretion with respect to the WTMA Common Stock held of record by the Sponsor. See “Information About WTMA — Our Sponsor.” It is possible that non-U.S. persons could be involved in the Business Combination or another initial business combination, which may increase the risk that the Business Combination becomes subject to regulatory review, including review by CFIUS. For example, the majority of the existing shareholders of the Korean Targets are, and certain PIPE investors may be, non-U.S. persons. If the Business Combination falls within CFIUS’s jurisdiction, WTMA may determine that WTMA is required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or, if a filing is not mandatory, to proceed with the Business Combination without submitting to CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay the Business Combination, require mitigation measures with respect to the Business Combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of Business Combination that WTMA acquired without first obtaining CFIUS approval. This may limit the attractiveness of, delay or prevent WTMA from pursuing certain target companies. As a result, the pool of potential targets with which WTMA could complete an initial business combination may be limited and WTMA may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain businesses may be subject to rules or regulations that limit or impose additional requirements with respect to foreign ownership.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because WTMA has only a limited time to complete the Business Combination, its failure to obtain any required approvals within the requisite time period may require it to liquidate. If WTMA is unable to consummate the Business Combination or another initial business combination before June 30, 2025, including as a result of extended regulatory review of the Business Combination, WTMA will, (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay WTMA’s taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of public stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of WTMA’s remaining stockholders and the WTMA Board dissolve and liquidate, subject

in the case of clauses (i) and (ii) to WTMA’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In such case, public stockholders may only receive $10.00 per share, and any public rights or private placement rights will expire worthless. In certain circumstances, public stockholders may receive less than $10.00 per share on the redemption of their shares. See “Information About WTMA — Effecting a Business Combination — Liquidation if No Business Combination” for additional discussion about the consequences of liquidation to investors.

Failure to complete a business combination within the required timeframe under Nasdaq Rule IM 5101-2(b) has resulted in the suspension and delisting of our securities, which could have material adverse consequences for our business, shareholders, and ability to complete a business combination.

Nasdaq Rule 5815, as amended effective October 7, 2024, provides for the immediate suspension and delisting of securities upon issuance of a delisting determination letter if a company fails to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the effective date of its IPO registration statement.

On December 31, 2024, WTMA received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq stating that WTMA no longer complies with the requirements of Nasdaq Rule IM 5101-2(b) for continued listing on Nasdaq. Under Nasdaq Rule IM 5101-2(b), WTMA is required to complete its initial business combination within 36 months of the effectiveness of WTMA’s initial public offering registration statement, or by December 27, 2024.

On January 7, 2025, WTMA’s securities were suspended and delisted from Nasdaq because WTMA failed to complete a business combination by December 27, 2024. Since WTMA’s securities are suspended and delisted, the WTMA Common Stock may be deemed a “penny stock,” which could limit investor interest, reduce liquidity, and negatively impact the trading market. Losing access to Nasdaq could also harm WTMA’s reputation, reduce WTMA’s attractiveness to potential merger partners, and make completing a business combination more difficult. Delisting will likely reduce demand and liquidity for WTMA’s securities, increase price volatility, and create greater challenges for investors in trading WTMA securities.

In addition, the National Securities Markets Improvement Act of 1996 (the “NSMI Act”), which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because WTMA’s securities are no longer listed on Nasdaq, they are no longer recognized as covered securities, and WTMA is subject to regulation in each state in which WTMA offers its securities.

These consequences could materially and adversely affect the value of WTMA’s securities, WTMA’s ability to complete the Business Combination or an alternative initial business combination, and WTMA’s overall business and financial condition. Investors should carefully consider these risks when evaluating their investment in WTMA’s securities.

Nasdaq may not list the New EM Common Stock on its exchange or, if listed, Nasdaq may delist the New EM Common Stock from its exchange in the future, both of which could limit investors’ ability to make transactions in New EM’s securities and subject New EM to additional trading restrictions.

On January 7, 2025, WTMA’s securities were suspended and delisted from Nasdaq. In connection with the Business Combination, in order to list its securities on a stock exchange, WTMA must comply with Nasdaq’s initial listing requirements, which are more rigorous than continued listing requirements. WTMA will apply to have the New EM Common Stock listed on Nasdaq upon consummation of the Business Combination. WTMA cannot assure you that WTMA will be able to meet all initial listing requirements, and Nasdaq may not list the New EM Common Stock on its exchange.

Even if the New EM Common Stock is compliance with Nasdaq’s continued listing requirements and Nasdaq may delist the New EM Common Stock from its exchange in the future. If the New EM Common Stock is listed on Nasdaq, New EM will have to maintain certain financial, distribution and stock price levels to comply with Nasdaq’s continued listing requirements. Generally, New EM will have to maintain a minimum of 400 public holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) in order to remain listed. WTMA cannot assure you that New EM would be able to satisfy Nasdaq’s continued listing requirements if the New EM Common Stock is listed on Nasdaq.

If WTMA fails to meet the initial listing requirements to list the New EM Common Stock on Nasdaq, EM would not be required to consummate the Business Combination. In the event that the parties to the Merger Agreement elect to waive this closing condition, the Business Combination could be consummated without New EM’s securities being listed on Nasdaq or on another national securities exchange, Even if the New EM Common Stock is listed on Nasdaq upon the consummation of the Business Combination, Nasdaq may delist the New EM Common Stock from its exchange in the future. In either case, New EM could face significant material adverse consequences, including:

•        a limited availability of market quotations for New EM’s securities;

•        reduced liquidity for New EM’s securities;

•        a determination that New EM Common Stock is a “penny stock,” which will require brokers trading in New EM Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New EM’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If the New EM Common Stock is not listed on Nasdaq (or if the New EM Common Stock is subsequently delisted from Nasdaq in the future), such securities do not (or will not) qualify as covered securities under the NSMI Act and WTMA (or following the Business Combination, New EM) would be subject to regulation in each state in which WTMA (or following the Business Combination, New EM) offers the New EM Common Stock.

The Minimum Available Cash Condition may make it more difficult for WTMA to complete the Business Combination as contemplated.

The Merger Agreement provides that the obligations of EM to consummate the Merger are conditioned on, among other things, the requirement that as of the Closing, New EM would have available to it a positive amount of cash after giving effect to (i) the amount in the trust account as of the Closing, after deducting the amount required to satisfy WTMA’s obligations to its stockholders (if any) that exercise their rights to redeem all or a portion of their shares of WTMA Common Stock pursuant to the Existing Charter and certain WTMA and EM transaction expenses, plus (ii) the PIPE Investment Amount actually received by WTMA prior to or substantially concurrently with or prior to the Closing, plus (iii) the aggregate gross proceeds received or to be received by WTMA or EM pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of WTMA or EM or any of WTMA’s subsidiaries if any, (the sum of (i) through (iii), the “Available Cash”). Any potential PIPE Investment Amount depends on, among other conditions, market conditions and the ongoing due diligence of potential PIPE Investors. As of the date of this proxy statement/prospectus, the maximum assumed potential PIPE Investment Amount under the non-binding PIPE Term Sheet, subject in all respects to the completion of potential PIPE Investors’ due diligence process, the negotiation and execution of definitive transaction documents to the potential PIPE Investors’ satisfaction, and the satisfaction of certain other conditions, is $2,000 million. Accordingly, WTMA does not currently have in place sufficient financing arrangements, on either a committed or non-binding basis, to satisfy the Minimum Available Cash Condition in the event of maximum redemption of the trust account. Therefore, in order for the Business Combination to close, WTMA may be required to obtain additional financing or EM may be required to waive or reduce the Minimum Available Cash Condition.

The Minimum Available Cash Condition is for the sole benefit of EM. If the Available Cash is equal to or greater than the Minimum Available Cash Condition amount, then the Minimum Available Cash Condition will be deemed to have been satisfied. If such condition is not met, and such condition is not or cannot be revised or waived under the terms of the Merger Agreement, then the Merger Agreement could be terminated by EM in EM’s sole discretion and the proposed Business Combination may not be consummated or EM would be required to revise or waive the condition in order to consummate the Business Combination.

If such conditions are revised or waived and the Business Combination is consummated with an amount of Available Cash that is less than the amount contemplated by the Minimum Available Cash Condition at the time the Merger Agreement was entered into, the cash held by New EM and its subsidiaries in the aggregate, after the

Closing may not be sufficient to allow it to operate and pay its bills as they become due. The additional exercise of Redemption Rights with respect to a large number of shares of WTMA Public Stock may make WTMA unable to take such actions as may be desirable in order to optimize the capital structure of New EM after consummation of the Business Combination and New EM may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding New EM’s ability to continue as a going concern at such time.

Following the consummation of the Business Combination, WTMA’s only significant asset will be its ownership interest in EM and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on New EM Common Stock or satisfy other financial obligations.

Following the consummation of the Business Combination, WTMA will have no direct operations and no significant assets other than its ownership of EM. WTMA and certain investors, the EM Unitholders, and directors and officers of EM and its affiliates will become stockholders of New EM. WTMA will depend on EM for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to New EM Common Stock. The financial condition and operating requirements of EM may limit our ability to obtain cash from EM. The earnings from, or other available assets of, EM may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on New EM Common Stock or satisfy our other financial obligations.

This lack of diversification may subject WTMA to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which WTMA may operate subsequent to the Business Combination.

The independent auditor’s report for WTMA contains an explanatory paragraph that expresses substantial doubt about such Company’s ability to continue as a “going concern.”

As of December 31, 2024, WTMA had cash and marketable securities held in the trust account of $12.3 million and cash of $1,185 held outside of the trust account. Further, WTMA has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. WTMA intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete its business combination. To the extent that WTMA’s share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. If WTMA does not complete the Business Combination, it intends to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

WTMA cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about WTMA’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from WTMA’s inability to continue as a going concern.

There is uncertainty regarding the ability of each of the Target Companies to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about each Target Company’s ability to continue as a going concern.

Each Target Company’s historical financial statements have each been prepared under the assumption that the company will continue as a going concern. The independent auditor for each Target Company has issued a report on the audited financial statement for the years ended December 31, 2024 and December 31, 2023 that includes an explanatory paragraph expressing substantial doubt in the Target Company’s ability to continue as a going concern for one year from the date of such report. The ability of each Target Company to continue as a going concern, and

the combined companies to continue as a going concern after the consummation of the Business Combination, is dependent on each Target Company’s ability to obtain additional equity or debt financing or to generate cash flow from operations. Its financial statements do not include any adjustments that might result from the outcome of this uncertainty. The substantial doubt regarding the potential ability of each Target Company to continue as a going concern may adversely affect its ability to obtain such debt or equity financing on reasonable terms or at all, or to execute their business strategies. Additionally, if any Target Company is unable to continue as a going concern, investors, including holders of New EM Common Stock following the closing of the Business Combination, may lose some or all of their investment.

WTMA is not obtaining an opinion from an independent valuation provider, and consequently, you have no assurance from an independent source that the Business Combination is fair to WTMA from a financial point of view.

The WTMA Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The WTMA Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The WTMA Board also determined, without seeking a valuation from a financial advisor, that EM’s fair market value was at least 80% of WTMA’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the WTMA Board as described above in valuing EM’s business and assuming the risk that the WTMA Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead to an increased number of stockholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact WTMA’s ability to consummate the Business Combination.

Our revenue projections may differ materially from our actual results.

The revenue projections underlying the estimated enterprise valuation of New EM included in this proxy statement/prospectus are based on certain estimates and assumptions as of June 30, 2024, November 5, 2024 and January 9, 2025 (the respective dates on which EM management provided the revenue projections to WTMA) concerning various factors which are subject to significant risks and uncertainties, many of which are beyond our control, and therefore actual results may differ materially. These estimates and assumptions include, among others: the consummation of the transactions necessary to acquire the Target Companies; assumptions regarding costs and availability of feedstocks; estimates of the prices at which New EM’s products can be sold; assumptions about when the improvement to the existing battery recycling plant, NdPr metal plant, NdPr alloy plant, NdPr sintered magnet plant, NdPr bonded magnet plant that are expected to be acquired in connection with the Business Combination will be completed, and assumptions about when New EM’s planned construction of phase 2, phase 3, and phase 4 for the battery recycling plant, e-scrap recycling plant, NdPr metal plant, NdPr alloy plant, NdPr sintered magnet plant, NdPr bonded magnet plant, and hydrometallurgical plant will be completed; assumptions on and when commercial production of each plant will reach full capacity; assumptions regarding New EM’s ability to source new feedstocks supply as well as performance New EM’s anticipated feedstocks supplier in sourcing feedstocks for New EM; and assumptions regarding New EM’s ability to enter into offtake contracts in connection with its saleable products. These estimates and assumptions are subject to various factors beyond our control, including, for example, changes in the cost and availability of feedstock, construction costs for New EM’s production plants, changes in demand for New EM’s products, changes in government policies and the regulatory environment, and changes in New EM’s management team. Our revenue projections also reflect assumptions regarding contracts or other business arrangements that are currently under negotiation. Accordingly, New EM’s future financial condition and results of operations may differ materially from our projections included in this proxy statement/prospectus. Except to the extent required by applicable law, neither WTMA nor EM has any duty to update the revenue projections underlying the estimated enterprise valuation of New EM included in this proxy statement/prospectus. New EM’s failure to achieve its projected results could harm the trading price of New EM’s securities and its financial position following the consummation of the Business Combination.

The announcement of the proposed Business Combination could disrupt EM’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on EM’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect EM’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, business partners and other parties with which EM maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with EM or fail to extend an existing relationship with EM; and

•        EM has expended, and New EM will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact New EM’s results of operations and cash available to fund its businesses.

WTMA and EM will incur significant transaction and transition costs in connection with the Business Combination.

WTMA and EM have both incurred and expect to incur significant, non-recurring and recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. WTMA and EM may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by out of the proceeds of the Business Combination or by New EM following the closing of the Business Combination.

The directors and officers of WTMA and EM officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Business Combination. As a result, in order to protect the directors and officers of WTMA and EM, the post-Business Combination entity is required to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for New EM.

WTMA’s ability to successfully effect the Business Combination and New EM’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of EM, all of whom WTMA expects to stay with New EM following the Closing. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

WTMA’s ability to successfully affect the Business Combination and New EM’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of EM. Although EM expects to enter into employment agreements with certain key employees in connection with the Business Combination, there can be no assurance that any of EM’s key management personnel or other key employees will continue their employment following the Business Combination. It is possible that EM will lose some key personnel, the loss of which could negatively impact the operations and profitability of New EM. EM’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of EM’s officers could have a material adverse effect on EM’s business, financial condition, or operating results. The services of such personnel may not continue to be available to New EM. Furthermore, following the Closing, certain of the key personnel of EM may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause New EM to have to expend time and resources helping them become familiar with such requirements.

Subsequent to the consummation of the Business Combination, WTMA may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

WTMA cannot assure you that the due diligence conducted in relation to EM has identified all material issues or risks associated with EM, its business or the industry in which it competes.

Furthermore, WTMA cannot assure you that factors outside of EM’s and its control will not later arise. As a result of these factors, WTMA may be exposed to liabilities and incur additional costs and expenses and WTMA may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in our reporting losses. Even if WTMA’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on its financial condition and results of operations and could contribute to negative market perceptions about its securities or New EM. Additionally, WTMA has no indemnification rights against EM or the EM Unitholders under the Merger Agreement and all of the Aggregate Merger Consideration will be delivered at the Closing.

Accordingly, any stockholders or rightsholders of WTMA who choose to remain New EM Stockholders following the Business Combination could suffer a reduction in the value of their stock. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The historical financial results of EM and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New EM’s actual financial position or results of operations would have been.

The historical financial results of EM included elsewhere in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a public company during the periods presented or those New EM will achieve in the future. This is primarily the result of the following factors: (i) New EM will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes Oxley Act; and (ii) New EM’s capital structure will be different from that reflected in EM’s historical financial statements. New EM’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New EM’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions, including, but not limited to, WTMA being treated as the “accounting acquiree” in the Merger for financial reporting purposes, EM being treated as the “accounting acquirer” in the Precedent Transactions for financial reporting purposes, the total debt obligations and the cash and cash equivalents of EM on the Closing Date and the number of shares of WTMA Common Stock that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of New EM’s future operating or financial performance and New EM’s actual financial condition and results of operations may vary materially from New EM’s pro forma results of operations and balance sheet included elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of income or other tax returns of New EM or its affiliates could adversely affect New EM’s financial condition and results of operations.

WTMA currently is, and New EM will be, subject to income taxes in the United States. In addition, following the completion of the Business Combination transactions, New EM’s tax liabilities will be subject to the allocation of expenses in differing jurisdictions. New EM’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of New EM’s deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation;

•        costs related to intercompany restructurings;

•        historical tax liability, if any, of any of the entities acquired pursuant to the Business Combination, such as EM, CMR, and the Korean Companies;

•        changes in tax laws, regulations or interpretations thereof; or

•        lower than anticipated future earnings in jurisdictions where New EM has lower statutory tax rates and higher than anticipated future earnings in jurisdictions where New EM has higher statutory tax rates.

In addition, New EM may be subject to audits of income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on New EM’s financial condition and results of operations.

WTMA cannot be certain as to the number of shares of public stock that will be redeemed and the potential impact on public stockholders who do not elect to redeem their public stock.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position. We can give no assurance as to the price at which a stockholder may be able to sell its public stock in the future following the closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of public stock may cause an increase or decrease in our share price, and may result in a lower value realized now than a stockholder of WTMA might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public stock after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own financial or other advisor for assistance on how this may affect his, her or its individual situation.

On April 22, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, the closing price per share of WTMA Common Stock was $13.00. Public stockholders should be aware that, while we are unable to predict the price per share of New EM Common Stock following the consummation of the Business Combination — and accordingly we are unable to predict the potential impact of redemptions on the per-share value of public stock owned by non-redeeming shareholder — increased levels of redemptions by public stockholders may be a result of the price per share of WTMA Common Stock falling below the redemption price. We expect that more public stockholders may elect to redeem their public stock if the share price of the WTMA Common Stock is below the projected redemption price of $11.32 per share, and we expect that more public stockholders may elect not to redeem their public stock if the share price of the WTMA Common Stock is above the projected redemption price of $11.32 per share. Each share of public stock that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to WTMA from the trust account and (ii) a corresponding increase in each public stockholder’s pro rata ownership interest in New EM following the consummation of the Business Combination.

The Sponsor may elect to purchase stock from public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of WTMA securities.

None of WTMA, the Sponsor, the other initial stockholders nor any of their respective affiliates currently have an intention to purchase public shares or public rights prior to the Special Meeting. However, subject to Rule 14e-5, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding WTMA or its securities, WTMA, the Sponsor, the other initial stockholders and/or their respective affiliates may purchase public shares or public rights prior to the Special Meeting. The purpose of such transactions would be to increase the likelihood of satisfaction with the requirements to consummate the Business Combination, where it appears that such requirements may not otherwise be met. If such purchases occur, the public “float” of New EM following the Business Combination may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the New EM Common Stock on Nasdaq or another national securities exchange.

In the event that WTMA, the Sponsor, the other initial stockholders and/or any of their respective affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their Redemption Rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. Any purchases of public shares made by WTMA, the Sponsor, the other initial stockholders or any of their respective affiliates would be voted in favor of the Business Combination Proposal and Redemptions Rights (if any) over such purchased securities would be waived by the aforementioned persons. To the extent the transaction occurs following the date of this proxy statement/prospectus, the purchase price of any public shares to be acquired by WTMA, the Sponsor, the other initial stockholders or any of their respective affiliates, will be at a price no higher than the redemption price offered to public shareholders. In addition, WTMA will file a Current Report on Form 8-K and will (i) amend the proxy statement/prospectus, if such arrangements are entered into prior to effectiveness of the Registration Statement on Form S-4, or (ii) file a proxy supplement, if such arrangements are entered into after effectiveness of such Registration Statement, to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such disclosures will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons and will describe the material costs of such arrangements to WTMA and EM, as well as their potential impact to New EM after giving effect to the Business Combination.

If third parties bring claims against WTMA, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per unit in the initial public offering).

WTMA’s placement of funds in the trust account may not protect those funds from third-party claims. Although WTMA seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses and other entities with which WTMA does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is nevertheless no guarantee that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against WTMA’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, WTMA’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to than any alternative.

Examples of possible instances where WTMA may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with WTMA and will not seek recourse against the trust account for any reason. Upon redemption of its public stock, if WTMA has not completed its Business Combination within the required time period, or upon the exercise of a Redemption Right in connection with our Business Combination,

WTMA will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share of public stock initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to WTMA if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to WTMA, or a prospective target business with which WTMA has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per share of public stock or (ii) such lesser amount per share of public stock held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. WTMA has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. WTMA has not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per share of public stock. In such event, WTMA may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public stock. None of WTMA’s directors or officers will indemnify it for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

WTMA’s independent directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to WTMA’s public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share of public stock or (ii) such lesser amount per share of public stock held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, WTMA’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While WTMA currently expects that WTMA’s independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to WTMA, it is possible that WTMA’s independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If WTMA’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to WTMA’s public stockholders may be reduced below $10.00 per share.

WTMA may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

WTMA has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, WTMA’s officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account and not to seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by WTMA only if (i) WTMA has sufficient funds outside of the trust account or (ii) WTMA consummates an initial business combination. WTMA’s obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against WTMA’s officers and directors, even though such an action, if successful, might

otherwise benefit WTMA and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent WTMA pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

Our Existing Charter requires that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. The Proposed Charter includes a substantially similar choice of law forum provision, except the Proposed Charter provides that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act.

Our Existing Charter requires that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the personal jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination) or (B) arising under the Exchange Act or Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum provisions in our Existing Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our Existing Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

The Proposed Charter includes a substantially similar choice of law forum provision, except the Proposed Charter provides that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act. The choice of forum provision in the Proposed Charter may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New EM or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although New EM’s stockholders will not be deemed to have waived New EM’s compliance with federal securities laws and the rules and regulations thereunder. We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our Proposed Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm New EM’s business, operating results and financial condition. In addition, although the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act or the Exchange Act be brought in federal court were facially valid under Delaware law, there is uncertainty as to whether other courts will enforce New EM’s federal forum selection clause.

WTMA stockholders may be held liable for claims by third parties against WTMA to the extent of distributions received by them upon redemption of their shares.

If WTMA enters into an insolvency proceeding, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that, for example, immediately following the distribution, WTMA was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by its stockholders. Furthermore, its directors may be viewed as having breached their fiduciary

duties to WTMA or its creditors or may have acted in bad faith, and thereby exposing themselves and WTMA to claims, by paying public stockholders from the trust account prior to addressing the claims of creditors. WTMA cannot assure you that claims will not be brought against it for these reasons.

If, before distributing the proceeds in the trust account to WTMA’s public stockholders, WTMA files a bankruptcy petition or an involuntary bankruptcy petition is filed against WTMA that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of WTMA’s stockholders and the per-share amount that would otherwise be received by WTMA’s stockholders in connection with WTMA’s liquidation may be reduced.

If, before distributing the proceeds in the trust account to WTMA’s public stockholders, WTMA files a bankruptcy petition or an involuntary bankruptcy petition is filed against WTMA that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in WTMA’s bankruptcy estate and subject to the claims of third parties with priority over the claims of WTMA’s stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by WTMA’s stockholders in connection with WTMA’s liquidation may be reduced.

Public stockholders will experience immediate dilution as a consequence of the issuance of New EM Common Stock as consideration in the Business Combination and with respect to certain other potential issuances. Having a minority stock ownership position may reduce the influence that WTMA’s current stockholders have on the management of New EM.

Public stockholders will experience immediate dilution as a consequence of the issuance of New EM Common Stock as consideration in the Business Combination and with respect to certain other potential issuances and may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination. The following is a description of all potential material sources of dilution that may occur in connection with the Business Combination:

•        615.8 million shares of New EM Common Stock are anticipated to be issued as consideration in the Business Combination, valued at $10.00 per share. This represents approximately 75.0% or 75.1% of the number of shares of New EM Common Stock that will be outstanding following the consummation of the Business Combination, assuming the no redemption scenario and the maximum redemption scenario, respectively.

•        Assuming a PIPE Investment Amount of $2,000 million, 200 million shares of New EM Common Stock are anticipated to be issued to the PIPE Investors pursuant to the PIPE Investment. This represents approximately 24.4% or 24.4% of the number of shares of New EM Common Stock that will be outstanding following the consummation of the Business Combination, assuming the no redemption scenario and the maximum redemption scenario, respectively.

•        New EM will reserve 27% of the number of outstanding shares of New EM Common Stock on a fully diluted basis (as of immediately following the Business Combination) pursuant to the New EM Equity Incentive Plan and expects to grant equity awards under the New EM Equity Incentive Plan, including RSUs amounting to up to 77,283,492 shares of New EM Common Stock that will be subject to a time-based vesting schedule and Options to acquire up to 113,464,252 shares of New EM Common Stock that will vest and become exercisable upon achievement by New EM of certain financial, share price and operational target Milestones and that, in each case, New EM is obligated to issue under the New EM Equity Incentive Plan to certain officers of EM pursuant to the Merger Agreement, subject to certain conditions, including approval by the compensation committee of the New EM Board. The granted awards, when vested and settled or exercisable, may result in the issuance of additional shares up to the amount of the share reserve under the New EM Equity Incentive Plan.

•        807,974 shares of New EM Common Stock issued in connection with conversion of the outstanding WTMA Rights, which will have been converted into shares of New EM Common Stock upon Closing.

•        50,000 shares of New EM Common Stock to be issued pursuant to compensation agreements entered into with Andrew Switaj (former director of WTMA), Dominik Oggenfuss (director of WTMA), Matthew Rockett (director of WTMA), and Justin Werner (director of WTMA).

•        1,072 shares of New EM Common Stock issuable pursuant to WTMA extensions (Sept. 2023 and June 2024).

•        496,198 shares of New EM Common Stock underlying units issuable upon conversion of the Convertible Extension and the Working Capital Notes.

The issuance of additional shares of New EM Common Stock (or other equity securities of equal or senior rank) including through the exercise of warrants or options, could have the following effects for public stockholders who elect not to redeem their shares:

•        your proportionate ownership interest in New EM will decrease;

•        the relative voting strength of each previously outstanding share of New EM Common Stock will be diminished; or

•        the market price of New EM Common Stock may decline.

WTMA Rights will automatically convert into WTMA Common Stock in connection with Closing, which would increase the number of shares eligible for future resale on the public market and result in dilution to our stockholders. Such dilution will increase if more of our shares are redeemed.

Outstanding WTMA Rights will automatically convert into 807,974 shares of WTMA Common Stock in connection with Closing. Based on the last price of WTMA Common Stock of $13.00 as quoted on the Pink market and of WTMA Rights of $0.16 as quoted on the OTCQB on April 22, 2025 the most recent practicable date prior to the date of this proxy statement/prospectus stockholders, such public rights have an aggregate market value of approximately $1.2 million.

The automatic conversion of the WTMA Rights will result in additional shares of New EM Common Stock being outstanding, which will result in dilution to the holders of New EM Common Stock and increase the number of shares eligible for resale on the public market. The dilution caused by the conversion of the public rights will increase if a large number of our stockholders elect to redeem their shares in connection with the Business Combination. Holders of public rights do not have a right to redeem the rights. Further, the redemption of public stock without any accompanying redemption of public rights will increase the dilutive effect of the conversion of public rights. No holders of public rights will be locked up with respect to the shares of New EM Common Stock into which such rights will automatically convert. Sales of substantial numbers of shares issued upon the conversion of rights in the public market could also adversely affect the market price of New EM Common Stock.

Because each WTMA Unit contains one WTMA Right, with each WTMA Right entitling the holder thereof to one-tenth of one share of WTMA Common Stock, the WTMA Units may be worth less than units of other blank check companies.

Each WTMA Unit contains one WTMA Right, with each WTMA Right entitling the holder thereof to one-tenth of one share of WTMA Common Stock upon Closing. No fractional shares of WTMA Common Stock will be issued upon conversion of rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares to be issued to holder. Accordingly, unless you are separating a multiple of ten units, your rights may expire worthless.

New EM will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, will qualify for exemptions from certain corporate governance requirements. If New EM relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon the Closing, David Wilcox, who is the sole managing member of EM, and is expected to serve as the Executive Chairman of the Board of Directors of New EM following the consummation of the Business Combination will control approximately 58% of the voting power of the outstanding New EM Common Stock if there are no additional redemptions by the public, and, therefore will control a majority of the voting power of New EM outstanding common stock, and New EM will then be a “controlled company” within the meaning of applicable rules of Nasdaq upon the Closing of the Business Combination. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

•        that a majority of the board consists of independent directors;

•        for an annual performance evaluation of the nominating and corporate governance and compensation committees;

•        that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•        that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

While New EM does not intend to rely on these exemptions, New EM may use these exemptions now or in the future. As a result, New EM’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

The transfer by the EM Holders of their EM Member Units in the Merger may fail to qualify for Section 351 nonrecognition treatment for U.S. federal income tax purposes.

On the basis of certain facts, the information available to WTMA and EM at the time of entry into the Merger Agreement, representations and assumptions (including factual representations provided by EM, EM Equityholder, and officers of WTMA and the Korean Companies), and subject to certain limitations, exceptions, beliefs and qualifications, we believe that the Merger, taken together with the CMR Merger and PIPE Investment, should constitute an integrated transaction that qualifies as a nonrecognition transfer of property to a corporation controlled by the transferors under Section 351 of the Code. In such case, each EM Holder who receives solely New EM Common Stock pursuant to the Merger should not recognize any gain or loss on the surrender of his, her or its EM Member Units or EM Convertible Preferred Units in exchange for New EM Common Stock pursuant to the Merger, and each EM Holder who receives both New EM Common Stock and cash pursuant to the Merger should recognize gain, but not loss, in an amount equal to the lesser of: (i) the cash consideration received by such EM Holder in the Merger and (ii) the excess, if any, of (a) the sum of the cash consideration plus the fair market value of the New EM Common Stock received by such EM Holder in exchange for his, her or its EM Member Units or EM Convertible Preferred Units in the Merger, over (b) such EM Holder’s tax basis in his, her or its EM Member Units or EM Convertible Preferred Units surrendered, subject to the discussion below in the sections entitled “Certain Material U.S. Federal Income Tax Considerations of the Merger to EM Holders — Non-U.S. EM Holders” and “Certain Material U.S. Federal Income Tax Considerations of the Merger to EM Holders — U.S. Korean Company Holders PFIC Considerations.” However, the obligation of each of EM and WTMA to complete the Merger is not conditioned upon the receipt of a private letter ruling from the IRS or opinion of counsel regarding the qualification of the Merger as a nonrecognition transfer of property to a corporation controlled by the transferors under Section 351 of the Code. Furthermore, our position is not binding on the IRS or any court and there can be no assurance that the IRS will not challenge our position with respect to the Merger or that a court would not sustain such a challenge. Neither WTMA nor EM will request a ruling from the IRS or opinion of counsel with respect to the tax treatment of the Merger.

If the Merger does not qualify as a transfer of property to a corporation controlled by the transferors under Section 351 of the Code, the EM Holders (except EM Holders who are Non-U.S. EM Holders and are not engaged, and are not treated as engaged, in a U.S. trade or business and do not have a permanent establishment in the United States within the meaning of the applicable tax treaty) will recognize gain or loss equal to the difference between (1) the fair market value, at the time of the Merger, of New EM Common Stock (plus any cash) received pursuant to the Merger, and (2) such holder’s adjusted tax basis in the EM Member Units (which includes, in the case of the EM Holders who are Korean Equityholders, their tax basis in the shares of the Korean Companies transferred to EM in Step 5-A of the Precedent Transactions) or EM Convertible Preferred Units, subject to the discussion below in the section entitled “Certain Material U.S. Federal Income Tax Considerations of the Merger to EM Holders — U.S. Korean Company Holders PFIC Considerations.”

The Merger will not result in any taxable gain or loss to the WTMA stockholders, WTMA, EM or any of the Korean Companies for U.S. federal income tax purposes, regardless of whether the Merger qualifies for nonrecognition treatment for U.S. federal income tax purposes.

You should consult your tax advisor to determine the particular tax consequences of the Merger to you.

The CMR Merger, taken together with the Merger and PIPE Investment, may fail to qualify for Section 351 treatment for U.S. federal income tax purposes.

On the basis of certain facts, the information available to WTMA and CMR at the time of the CMR Merger, representations and assumptions (including factual representations provided by the CMR shareholders, officers of WTMA, EM, and other parties), and subject to certain limitations, exceptions, beliefs and qualifications, we believe that the CMR Merger, taken together with the Merger and PIPE Investment, should constitute an integrated transaction that qualifies as a nonrecognition transfer of property to a corporation controlled by the transferors under Section 351 of the Code, in which case CMR should not recognize any gain or loss and each CMR shareholder should recognize gain, but not loss, in an amount equal to the lesser of: (i) the consideration (other than New EM Common Stock) received by such shareholder in the CMR Merger and (ii) the excess, if any, of (a) the fair market value of the aggregate consideration (including New EM Common Stock) received by such shareholder in exchange for his, her or its shares of CMR in the CMR Merger, over (b) such shareholder’s tax basis in his, her or its shares of CMR surrendered. However, the obligation of each of CMR and New EM to complete the CMR Merger is not conditioned upon the receipt of a private letter ruling from the IRS or opinion of counsel regarding the qualification of the CMR Merger, taken together with the Merger and PIPE Investment, as a nonrecognition transfer of property to a corporation controlled by the transferors under Section 351 of the Code. Furthermore, our position is not binding on the IRS or any court and there can be no assurance that the IRS will not challenge our position with respect to the CMR Merger or that a court would not sustain such a challenge. Neither CMR nor New EM will request a ruling from the IRS or opinion of counsel with respect to the tax treatment of the CMR Merger.

If the CMR Merger, taken together with the Merger and PIPE Investment, does not qualify as a nonrecognition transfer of property to a corporation controlled by the transferors under Section 351 of the Code, each shareholder of CMR should recognize gain or loss equal to the difference between (1) the fair market value of the aggregate consideration received in the CMR Merger and (2) such shareholder’s tax basis in his, her or its CMR shares surrendered pursuant to the CMR Merger. Furthermore, in such case, the CMR Merger should not result in any taxable gain or loss to CMR for U.S. federal income tax purposes.

You should consult your tax advisor to determine the particular tax consequences of the CMR Merger to you.

The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of New EM Common Stock following the Business Combination and decrease the amount of funds available for distribution.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax, and, pursuant to such authority, have issued regulations.

The redemption of the WTMA Common Stock from the WTMA stockholders who exercise their Redemption Rights and any redemptions, or other repurchases, of New EM Common Stock following the Business Combination may be subject to the excise tax. Whether and to what extent New EM would be subject to the excise tax will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) fair market value of New EM Common Stock issued in connection with the Business Combination, (iii) the nature and amount of the PIPE Investment or any other equity issuances within the same taxable year of the Business Combination and (iv) the content of any additional guidance issued by the IRS following the Business Combination. In addition, because the excise tax would be payable by New EM and not by the redeeming stockholder, the foregoing could cause a reduction in the value of New EM Common Stock.

Additional Risks Related to Ownership of New EM Common Stock Following the Business Combination and New EM Operating as a Public Company

The price of the New EM Common Stock may be volatile.

Upon consummation of the Business Combination, the price of the New EM Common Stock may fluctuate due to a variety of factors, including:

•        changes in the industries in which New EM and its customers operate;

•        developments involving New EM’s competitors;

•        changes in laws and regulations affecting its business;

•        variations in its operating performance and the performance of its competitors in general;

•        actual or anticipated fluctuations in New EM’s quarterly or annual operating results;

•        publication of research reports by securities analysts about New EM or its competitors or its industry;

•        the public’s reaction to New EM’s press releases, its other public announcements and its filings with the SEC;

•        actions by stockholders, including the sale by the PIPE Investors of any of their shares of our common stock;

•        additions and departures of key personnel;

•        commencement of, or involvement in, litigation involving the combined company;

•        changes in its capital structure, such as future issuances of securities or the occurrence of additional debt;

•        the volume of shares of New EM Common Stock available for public sale; and

•        general economic and political conditions, such as recessions, volatile interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

These market and industry factors may materially reduce the market price of New EM Common Stock regardless of the operating performance of New EM.

New EM does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, New EM currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of New EM’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant. As a result, you may not receive any return on an investment in WTMA Common Stock unless you sell WTMA Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

If analysts do not publish research about New EM’s business or if they publish inaccurate or unfavorable research, New EM’s stock price and trading volume could decline.

The trading market for the common stock of New EM will depend in part on the research and reports that analysts publish about its business. New EM does not have any control over these analysts. If one or more of the analysts who cover New EM downgrade its common stock or publish inaccurate or unfavorable research about its business, the price of its common stock would likely decline. If few analysts cover New EM, demand for its common stock could decrease and its common stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering New EM in the future or fail to publish reports on it regularly.

New EM may be subject to securities litigation, which is expensive and could divert management attention.

The market price of New EM Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. New EM may be the target of this type of litigation and investigation, or past investigations and litigation may resurface in the future. Securities litigation against New EM could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of the New EM Common Stock after the consummation of the Business Combination may cause the market price of the New EM Common Stock to drop significantly, even if New EM’s business is doing well.

Pursuant to the Sponsor Support and Lock-Up Agreement, the EM Equityholder Support and Lock-Up Agreement, and the Organizational Documents, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, certain of WTMA’s officers, certain of EM’s officers and the EM Equityholder will be contractually restricted from selling or transferring any of their Lock-Up Shares during the Lock-Up Period. However, following the expiration of such Lock-Up Period, the Sponsor, certain of WTMA’s officers, certain of EM’s officers and the EM Equityholder will not be restricted from selling shares of New EM Common Stock held by them, other than by applicable securities laws. Additionally, the PIPE Investors will not be restricted from selling any of their shares of our common stock (to the extent received upon conversion of the PIPE Securities) following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of New EM Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New EM Common Stock.

The shares held by the Sponsor, certain of the Sponsor Persons and the EM Equityholder may be sold after the expiration of the applicable lock-up period under the Sponsor Support and Lock-Up Agreement, the EM Equityholder Support and Lock-Up Agreement and the Organizational Documents. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in New EM’s share price or the market price of New EM Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

New EM will be an emerging growth company and smaller reporting company, and New EM cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make its shares less attractive to investors.

After the completion of the Business Combination, New EM will be an emerging growth company, as defined in the JOBS Act. For as long as New EM continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. New EM will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of WTMA’s initial public offering, (b) in which New EM has total annual gross revenue of at least $1.235 billion or (c) in which New EM is deemed to be a large accelerated filer, which means the market value of shares of the New EM Common Stock that are held by non-affiliates exceeds $700.0 million as of the prior June 30, and (2) the date on which New EM has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. New EM expects to use this extended transition period for complying with new or revised accounting standards and, therefore, New EM will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Following the Business Combination, New EM will also be a “smaller reporting company” as defined in the Exchange Act. Even after New EM no longer qualifies as an emerging growth company, it may still qualify as a smaller reporting company, which would allow it to take advantage of many of the same exemptions from disclosure

requirements, including exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in New EM’s periodic reports and proxy statements.

New EM will be able to take advantage of the smaller reporting company scaled disclosures provided its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured as of a date within four business days after the consummation of the Business Combination, or New EM’s annual revenue is less than $100.0 million as of the most recently completed fiscal year reported in the Current Report on Form 8-K filed with New EM’s Form 10 information. If New EM is no longer a smaller reporting company after this initial determination, it would need to reflect its re-determined status in any filing that is due after the 45-day period following the consummation of the Business Combination.

If New EM is determined to be a smaller reporting company following the above determination, it will be able to continue to take advantage of the smaller reporting company scaled disclosures for so long as its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of its second fiscal quarter, or its annual revenue is less than $100.0 million during the most recently completed fiscal year and its voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.

New EM cannot predict if investors will find its common stock less attractive because the combined company may rely on these exemptions. If some investors find the New EM Common Stock less attractive as a result, there may be a less active trading market for the New EM Common Stock and its market price may be more volatile.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from New EM’s business operations.

As a public company, New EM will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, New EM will incur significant legal, accounting and other expenses that EM did not previously incur. New EM’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in New EM incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for New EM to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for New EM to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for WTMA to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing the Business Combination.

The fact that WTMA is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on it as compared to other public companies because EM is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of EM as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New EM after the Business Combination. If New EM is not able to implement the requirements of Section 404, including any additional requirements once New EM is no longer an emerging growth company, in a timely manner or with adequate compliance, New EM may not be able to assess whether its internal controls over financial reporting are effective, which may subject New EM to adverse regulatory consequences and could harm investor confidence and the market price of New EM Common Stock. Additionally, once New EM is no longer an emerging growth company, New EM will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting.

In particular, New EM will be required to perform system and process evaluation and testing of its internal control over financial reporting to allow management to report on the effectiveness of its internal control over financial reporting. As a private company, EM has not yet been required to do such an analysis.

New EM’s independent registered public accounting firm will not be required to attest to the effectiveness of the New EM’s internal control over financial reporting for so long as New EM remains a non-accelerated filer as defined in applicable SEC regulations. To comply with the requirements of its financial statements becoming those of New EM following the Business Combination, New EM may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. EM is only now beginning the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation of its internal control over financial reporting needed to comply with Section 404, and New EM may not be able to complete its evaluation, testing and any required remediation in a timely fashion. Moreover, if New EM is not able to comply with the requirements of Section 404 in a timely manner or if it identifies or its independent registered public accounting firm identifies deficiencies in New EM’s internal control over financial reporting that are deemed to be material weaknesses, the market price of New EM Common Stock could decline and New EM could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, which would require additional financial and management resources.

Each of the Target Companies has identified one or more material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of each of the Target Companies’ and New EM’s consolidated financial statements and have other adverse consequences.

As private companies, the Target Companies have not been required to document and test their internal control over financial reporting nor have the Target Companies’ management teams been required to certify the effectiveness of their respective internal controls. Additionally, the auditors for each of the Target Companies have not been required to opine on the effectiveness of their respective internal control over financial reporting. Similarly, the Target Companies have not been subject to the SEC’s internal control reporting requirements. Following the Business Combination, New EM will be subject to these requirements.

In the course of preparing the financial statements that are included in this proxy statement/prospectus, management of each of the Target Companies has identified one or more material weaknesses in internal control over financial reporting. Specifically, (i) EM’s management identified material weaknesses resulting from not employing sufficient accounting resources with appropriate experience and technical expertise to effectively execute controls over certain accounting areas and a lack of review and segregation of duties for manual journal entries for cash and treasury management and purchase-to-pay processes; (ii) CMR’s management identified a material weakness resulting from a lack of a review and approval process for journal entry postings; and (iii) management of each of the Korean Companies identified similar material weaknesses resulting from a lack of formalized internal control and inadequate segregation of duties in the processes over financial reporting, a lack of sufficient levels of human resources and technical accounting experience, a lack of documentation, policies and procedures and inadequate design and operation of control activities, such as information technology general controls. Management for each of the Target Companies has concluded that the applicable material weakness or weaknesses are due to the fact that, prior to the consummation of the Business Combination, such Target Company is a private company with limited resources and does not have the necessary business processes and related internal controls, or the appropriate resources or level of experience and technical expertise, that would be required to oversee financial reporting processes or to address the accounting and financial reporting requirements.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the applicable Target Company’s financial statements would not be prevented or detected on a timely basis. These deficiencies could result in misstatements to such Target Company’s financial statements that would be material and would not be prevented or detected on a timely basis.

Upon completion of the Business Combination, the Target Companies will become wholly owned subsidiaries of New EM. Prior to the filing of the registration statement of which this proxy statement/prospectus is a part, each of the Target Companies was not subject to the Sarbanes-Oxley Act, and Section 404 thereof will require that New EM include a report from management on the effectiveness of its internal control over financial reporting in its annual report on Form 10-K. It may take New EM time to develop the requisite internal control framework.

New EM’s future management may conclude that its internal control over financial reporting is not effective, or the level at which New EM’s controls are documented, designed, or reviewed is not adequate, and may result in New EM’s independent registered public accounting firm issuing a report that is qualified. In addition, the reporting obligations may place a significant strain on New EM’s future management, operational and financial resources and systems for the foreseeable future. New EM may be unable to complete its evaluation testing and any required remediation in a timely manner.

While New EM intends to implement measures to remediate the material weaknesses in the Target Companies’ internal control over financial reporting, there is no guarantee that the material weaknesses can be remediated in a timely fashion or at all. The material weaknesses will not be considered remediated until New EM’s future management designs and implements effective controls that operate for a sufficient period of time and New EM’s future management has concluded, through testing, that these controls are effective. It is anticipated that New EM’s future management will monitor the effectiveness of New EM’s future remediation plans and make changes New EM’s future management determines to be appropriate.

If not remediated, these material weaknesses could result in material misstatements to New EM’s annual or interim financial statements that would not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If New EM is unable to assert that its internal control over financial reporting is effective, or when required in the future, if New EM’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of New EM’s financial reports, the market price of New EM Common Stock could be adversely affected and New EM could become subject to litigation or investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

Risks Related to the Redemption

There is no guarantee that a WTMA stockholder’s decision whether to redeem their stock for a pro rata portion of the trust account will put such stockholder in a better future economic position.

No assurance can be given as to the price at which a stockholder may be able to sell his, her or its public stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our stock price, and may result in a lower value realized now than a WTMA stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s public stock. Similarly, if a WTMA public stockholder does not redeem his, her or its stock, such stockholder will bear the risk of ownership of New EM Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell his, her or its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A WTMA stockholder should consult his, her or its own financial or other advisors for assistance on how this may affect his, her or its individual situation.

If WTMA stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of public stock for a pro rata portion of the funds held in the trust account.

To exercise their Redemption Rights, holders are required to deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to the Transfer Agent prior to the vote at the Special Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination with EM is consummated, WTMA will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own such shares following the Business Combination. See the section entitled “Special Meeting of WTMA Stockholders — Redemption Rights” for additional information on how to exercise your Redemption Rights.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20.0% of the public stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such stock in excess of 20.0% of the public stock.

A public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from redeeming its public stock with respect to more than an aggregate of 20.0% of the public stock. Your inability to redeem any such excess public stock could resulting in you suffering a material loss on your investment in WTMA if you sell such excess public stock in open market transactions. WTMA cannot assure you that the value of such excess public stock will appreciate over time following the Business Combination or that the market price of the public stock will exceed the per-share redemption price. The inability of a stockholder to redeem an aggregate of more than 20.0% of the shares of WTMA Common Stock sold in the initial public offering will reduce its influence over WTMA’s ability to consummate its initial business combination and such stockholder could suffer a material loss on its investment in WTMA if it sells such excess shares in open market transactions. Additionally, the stockholder will not receive redemption distributions with respect to the excess shares if we complete the Business Combination. As a result, such stockholders will continue to hold that number of shares exceeding 20.0% and, in order to dispose of such shares, would be required to sell its shares in open market transactions, potentially at a loss.

However, the ability of WTMA stockholders to vote all of their public stock (including such excess shares) for or against the Merger Agreement Proposal is not restricted by this limitation on redemption.

There is uncertainty regarding the U.S. federal income tax consequences of the redemption to the holders of WTMA Common Stock.

While it is likely that the holders of WTMA Common Stock who exercise their Redemption Rights will be treated as selling or exchanging their shares of WTMA Common Stock in the redemption, there is some uncertainty regarding the U.S. federal income tax consequences to such holders. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and includes (i) whether the redemption is treated as a distribution from WTMA with respect to WTMA Common Stock under Section 301 of the Code, or as a sale or exchange of the WTMA Common Stock under Section 302(a) of the Code, which would be eligible to be taxable as capital gain or loss, and (ii) whether any capital gain or loss is “long-term” or “short-term.” Whether the redemption qualifies for sale or exchange treatment, resulting in taxation as capital gain or loss, will depend largely on whether the holder owns (or is deemed to own) any shares of WTMA Common Stock following the redemption, and if so, the total number of shares of WTMA Common Stock held by the holder both before and after the redemption relative to all shares of WTMA Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale or exchange, rather than a distribution under Section 301 of the Code, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in WTMA or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Because the exact ownership of New EM Common Stock by the holders of WTMA Common Stock exercising the Redemption Rights will not be known until after the Merger, there is uncertainty as to whether a holder who elects to exercise its Redemption Rights will be taxed on any proceeds from the redemption as a distribution under Section 301 of the Code potentially giving rise to dividend income, or sale or exchange treatment giving rise to capital gain or loss. See the section entitled “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Risks if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, and WTMA’s presiding officer does not adjourn the Special Meeting to a later date in order to solicit further votes, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

The WTMA Board is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, the WTMA Board will not have the ability to adjourn the

Special Meeting to a later date and, if the WTMA presiding officer does not adjourn the Special Meeting to a later date in order to solicit further votes, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.

Risks if the Business Combination is not Consummated

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public stock, potentially at a loss.

WTMA’s public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) the completion of the Business Combination, and then only in connection with those shares of WTMA Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public stock properly submitted in connection with a stockholder vote to amend the Existing Charter (i) to modify the substance or timing of WTMA’s obligation to allow redemption in connection with the Business Combination or certain amendments to the Existing Charter or to redeem 100% of WTMA’s public stock if WTMA does not complete the Business Combination within 42 months from the closing of the initial public offering or (ii) with respect to any other provisions relating to stockholders’ rights or activity prior to the Business Combination and (c) the redemption of WTMA’s public stock if WTMA has not completed an initial business combination within 42 months from the closing of the initial public offering, subject to applicable law. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of public rights and private placement rights will not have any right to the proceeds held in the trust account with respect to such rights. Accordingly, to liquidate your investment, you may be forced to sell your public stock or rights, potentially at a loss.

If WTMA is not able to complete the Business Combination with EM by June 30, 2025, nor able to complete another business combination by such date it would cease all operations except for the purpose of winding up and WTMA would redeem WTMA’s public stock and liquidate, in which case WTMA’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and any public rights will expire worthless.

WTMA’s ability to complete the Business Combination or another initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disaster or a significant outbreak of infectious diseases.

If WTMA is not able to complete the Business Combination with EM by June 30, 2025, nor able to complete another business combination by such date, WTMA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay WTMA’s taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of public stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of WTMA’s remaining stockholders and the WTMA Board dissolve and liquidate, subject in the case of clauses (i) and (ii) to WTMA’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In such case, public stockholders may only receive $10.00 per share, and any public rights or private placement rights will expire worthless. In certain circumstances, public stockholders may receive less than $10.00 per share on the redemption of their shares.

If the net proceeds of the initial public offering and the sale of the private units are insufficient to allow us to operate for at least the 12 months following the closing of the initial public offering, WTMA may be unable to complete any initial business combination, in which case WTMA’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and WTMA’s rights will expire worthless.

As of December 31, 2024, WTMA had cash of approximately $12.3 million held outside the trust account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of December 31, 2024, WTMA had total current liabilities of approximately $8.2 million.

The funds available to WTMA outside of the trust account may not be sufficient to allow WTMA to operate until June 30, 2025, assuming that the Business Combination or another similar transaction is not completed during that time. Of the funds available to it, WTMA could use a portion of the funds available to pay fees to consultants to assist us with our search for a target business. WTMA could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although WTMA does not have any current intention to do so. If WTMA entered into a letter of intent where it paid for the right to receive exclusivity from a target business and was subsequently required to forfeit such funds (whether as a result of its breach or otherwise), WTMA might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If WTMA is required to seek additional capital, it would need to borrow funds from the Sponsor, members of its management team or other third parties to operate or may be forced to liquidate. Neither the members of its management team nor any of their affiliates is under any further obligation to advance funds to WTMA in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of its initial business combination. If WTMA is unable to obtain additional financing, we may be unable to complete an initial business combination. If WTMA is unable to complete its initial business combination because it does not have sufficient funds available, WTMA will be forced to cease operations and liquidate the trust account. Consequently, WTMA’s public stockholders may only receive approximately $11.30 per share on its redemption of the shares of public stock and the public rights will expire worthless.

If, after WTMA distributes the proceeds in the trust account to the public stockholders, WTMA files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, a bankruptcy court may seek to recover such proceeds, and WTMA and the WTMA Board may be exposed to claims of punitive damages.

If, after WTMA distributes the proceeds in the trust account to the public stockholders, WTMA files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable transfer. As a result, a liquidator could seek to recover all amounts received by our stockholders. In addition, the WTMA Board may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and WTMA to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. WTMA cannot assure you that claims will not be brought against it for these reasons.

If, before distributing the proceeds in the trust account to the public stockholders, WTMA files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to the public stockholders, WTMA files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in its estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any claims deplete the trust account, the per-share amount that would otherwise be received by WTMA stockholders in connection with its liquidation may be reduced.

If WTMA fails to consummate an initial business combination, WTMA’s stockholders may be held liable for claims by third parties against WTMA to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to the public stockholders upon the redemption of the shares of public stock in the event WTMA does not complete an initial business combination within the allotted time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is WTMA’s intention to redeem WTMA’s shares of public stock as soon as reasonably possible following the 42 months from the closing of the initial public offering (or the end of any extension period) in the event WTMA does not complete WTMA’s initial business combination and, therefore, WTMA does not intend to comply with the foregoing procedures.

Because WTMA will not be complying with Section 280, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to us at such time that will provide for WTMA’s payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following WTMA’s dissolution. However, because WTMA is a blank check company, rather than an operating company, and WTMA’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from WTMA’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If WTMA’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. WTMA cannot assure you that WTMA will properly assess all claims that may be potentially brought against WTMA. As such, WTMA’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of WTMA’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of WTMA’s trust account distributed to WTMA’s public stockholders upon the redemption of WTMA’s public stock in the event WTMA does not complete WTMA’s initial business combination within the allotted time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

You may not have the same benefits as an investor in an underwritten public offering.

New EM will become a publicly listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of the New EM Common Stock and differ from an underwritten initial public offering in several significant ways.

Like other business combinations and spin-offs, in connection with the Business Combination, you will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver

a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. In connection with the Business Combination, WTMA has not engaged a financial advisor to provide services specifically related to evaluating or facilitating the Business Combination.

As a result, stockholders should be aware that WTMA has not received the types of services or analyses typically provided by financial advisors in underwritten public offerings or other similar transactions, such as fairness opinions, appraisals, or reports analyzing the terms or valuation of the Business Combination.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the New EM Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the New EM Common Stock or helping to stabilize, maintain or affect the public price of the New EM Common Stock following the closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, retain any financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New EM Common Stock that will be outstanding immediately following the closing. All of these differences from an underwritten public offering of the New EM Common Stock could result in a more volatile price for the New EM Common Stock.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the New EM Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the New EM Common Stock or sufficient demand among potential investors immediately after the closing, which could result in a more volatile price for the New EM Common Stock.

In addition, our initial stockholders, including our Sponsor, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to our shareholders and that would not be present in an underwritten public offering of the New EM Common Stock. Such interests may have influenced our board of directors in making their recommendation that you vote in favor of the approval of the Merger Agreement Proposal and the other proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if EM became a publicly listed company through an underwritten initial public offering instead of upon completion of the Merger.

Risks Related to New EM’s Technology, Products and Manufacturing

New EM will be subject to many hazards and operational risks at its facilities, that can result in potential injury to individuals, disrupt its business (including interruptions or disruptions in operations at its facilities), and subject New EM to liability and increased costs (any of which could have a material adverse effect on New EM’s business, financial condition and results of operations).

New EM’s processes will involve the controlled use of chemicals, including flammable and combustible materials that are potentially hazardous. As a result, New EM’s operations, including, among other things, the lithium-ion battery recycling process at CMR, will be subject to various industrial risks, including discharges or releases of flammable or hazardous materials, dangers resulting from confined operating spaces, fires, explosions, and mechanical failures. For example, lithium-ion battery cells can rapidly release stored energy by venting smoke and flames, which can ignite nearby materials and other lithium-ion cells. These risks can result in personal injury, loss of life, catastrophic damage to or destruction of property and equipment or environmental damage, and related legal proceedings, including those commenced by regulators, neighbors, or others. They may also result in an unanticipated interruption or suspension of our operations and the imposition of liability. Any disruption in New

EM’s recycling or production processes, including, among other things, the lithium-ion battery recycling process at CMR, could result in delivery delays, scheduling problems, increased costs or production interruption, which, in turn, may result in its customers deciding to utilize New EM’s competitors.

Notwithstanding New EM’s plans for extensive safety procedures and training, including, with respect to CMR, advanced thermal imaging and AI-powered fire prevention and suppression systems, the risk of injury or property damage will not be completely eliminated. While New EM expects to maintain adequate insurance coverage, New EM cannot guarantee that it will be able to maintain adequate insurance at reasonable rates or that its insurance coverage will be adequate to cover future claims that may arise. Any incident involving the batteries processed by New EM could lead to lawsuits, recalls, or redesign efforts, all of which would be time-consuming, costly, and could damage New EM’s brand image and reputation. In the event of an incident or accident, New EM’s business could be disrupted and New EM could be liable for damages, and any such liability could exceed New EM’s resources, and have a negative impact on its financial condition and results of operations. The loss or shutdown over an extended period of operations at any of New EM’s facilities, including, among others, CMR’s lithium-ion battery recycling facility, or any losses relating to these risks could also have a material adverse impact on its business, financial condition, results of operations and prospects.

A recent fire at CMR’s recycling facility could have a material adverse effect on New EM’s business, financial condition and results of operations.

On October 30, 2024, a fire occurred at CMR’s recycling facility, resulting in a total financial loss of the facility. The facility represented all of CMR’s operating revenue. CMR currently anticipates rebuilding the facility with a significant expansion; however, the time required to rebuild and expand on the same site is dependent on several factors. Even if CMR is able to rebuild and expand the facility, its supplier, Interco Trading, may lose customers that have in the meantime been forced to identify and use alternative processers of material elsewhere. Revenue from CMR could be deferred for an indefinite period, and New EM’s management may be distracted by efforts to rebuild and expand the facility. CMR management continues to evaluate the impact of the fire. The situation remains complex and significantly uncertain, and CMR management cannot yet assess all the consequences CMR may face, including, but not limited to, loss of supplier customers, federal and state regulatory, environmental, legal or other liabilities, the time required for rebuilding the facility with a significant expansion and whether any redesign of the facility will be necessary, and any recovery under CMR’s insurance policies. As of the date of this proxy statement/prospectus, CMR is still in the process of assessing the adequacy of its insurance policies to determine the likelihood of recovery of certain fire related costs and damages. CMR is not currently aware of any personal injury or loss of life related to the fire. CMR is expected to represent a significant percentage of New EM’s total revenue going forward; as such, the fire will have a significant adverse effect on New EM’s business, financial condition and results of operations. Additionally, insurance recovery is significantly uncertain, and the fire may significantly affect New EM’s business and financial results. If recovery is only partial or not achievable, this could impact financial outcomes and operational planning. The rebuilding and expanding of the plant is contingent upon securing sufficient funding. Without adequate capital, restoration efforts may face delays or limitations, potentially affecting operational capacity and projected outcomes.

New EM’s success will depend on its ability to manufacture its products, including concentrates, oxides, metals, carbonates, sulphates, precursor cathode active material (pCAM), magnets, and their related products, economically, at scale, with high quality, and in accordance with customer specifications.

New EM’s future success relies heavily on its ability to execute its plans to develop, manufacture, market, and sell its range of products, including battery metals, magnets and rare earth elements, and its related products. New EM must be able to produce these products in sufficient quantities and to the agreed-upon specifications to meet customer demands across industries such as automotive, aerospace, defense, and consumer electronics.

New EM will have limited experience in large-scale production of these materials and products, and there is no certainty that the technologies it plans to use will result in efficient, automated, low-cost manufacturing processes capable of meeting the necessary quality, price, design, and production standards. Even if New EM successfully develops its manufacturing capabilities and reliably sources its components, it may face challenges such as significant delays, cost overruns, or supply chain issues beyond its control. These factors could prevent New EM from meeting its production timelines or satisfying customer requirements, which could have a material adverse impact on its business, prospects, operating results, and financial condition.

Moreover, any failure by New EM to develop new technologies or to respond to changes in existing technologies could delay the introduction of new products, resulting in product obsolescence, decreased revenues, and loss of market share to competitors. Additionally, if New EM’s products or technologies are rendered obsolete or non-competitive by innovations from other companies, or if they fail to comply with prevailing industry standards, New EM’s financial condition, cash flows, and results of operations could be materially and adversely affected.

New EM’s success depends on its ability to generate revenue and operate profitably, which relies in part on its ability to identify target customers and convert these contacts into substantial orders or expand existing customer relationships.

New EM’s future profitability will be significantly influenced by its ability to secure orders for its battery metals, magnets and rare earth elements, and its related products. In some cases, New EM expects these products to be delivered to customers on an early trial deployment basis, allowing customers to evaluate whether they meet their performance requirements before committing to larger, meaningful orders. If New EM’s target customers decide not to place substantial orders, or fail to order products at all, this could negatively impact New EM’s business, prospects, and financial performance.

Additionally, some customers may require contractual protections, such as price reductions or compensation, obligating New EM to either deliver additional products or reimburse them for losses due to late deliveries or failure to meet agreed-upon performance standards. Delays in delivering battery metals, magnets and rare earth elements, and its related products, unexpected performance issues, or other unforeseen complications could prevent New EM from fulfilling its contractual commitments. This could result in delays in obtaining essential materials, defects in material or workmanship, or production issues, all of which could lead to unanticipated revenue losses, earnings shortfalls, or financial penalties.

Any of these events could have a detrimental effect on New EM’s business, prospects, operating results, and financial condition.

New EM may not be able to negotiate material agreements necessary for the operation of its business following the Business Combination on satisfactory terms, or at all.

On January 13, 2025, EM entered into the Interco Master Trade Agreement with Interco Trading (the wholly owned subsidiary of Genco Metals Group LLC, which is wholly owned by the Robert N Feldman Revocable Living Trust), which is intended to govern the sale and supply of lithium ion batteries and battery materials following the consummation of the Business Combination. EM plans to transfer its interests or obligations in or under the Interco Master Trade Agreement to New EM or one or more of its affiliates following the consummation of the Business Combination. See “Merger Agreement Proposal — Related Agreements — Interco Trading Master Trade Agreement.” If New EM or its affiliates are not able to negotiate transaction confirmations to be governed by the Interco Master Trade Agreement on satisfactory terms, or at all, or Interco Trading is unable to fulfill its obligation under any such transaction confirmations, then New EM may not procure the amount of lithium ion batteries and battery materials necessary for the operation of its battery manufacturing business, which could have a material adverse effect on New EM’s business, results of operations and financial condition.

If critical components or raw materials used to manufacture New EM’s products become scarce or unavailable, it could lead to manufacturing delays and harm New EM’s business.

New EM, along with its contract manufacturers, is expected to rely on a limited number of suppliers for the raw materials and hardware components necessary to produce its battery metals, magnets and rare earth elements, and its related products. New EM does not expect to have long-term agreements with its suppliers, meaning they will not be obligated to continue providing the materials or components New EM requires. This reliance presents significant risks and uncertainties, as New EM cannot guarantee an adequate or timely supply of necessary raw materials, components, or products.

Lead times for sourcing limited-availability materials can range from six to twelve months, depending on supplier conditions, contract terms, and market demand. Periodically, New EM may face unreliable access to essential supplies, and shortages could delay order fulfillment. As demand for these components rises, prices may increase, further impacting New EM’s supply chain.

If New EM or its contract manufacturers cannot source raw materials and components in the required quantities, quality, or at acceptable prices, New EM may struggle to deliver its products on time and at a competitive cost. This could lead to customer contract terminations, increased production costs, and significant harm to New EM’s business, operating results, and financial condition. Moreover, if suppliers are unable or unwilling to provide critical materials, New EM may need to find alternative suppliers or redesign its products to accommodate different components, likely causing delays in manufacturing and shipping.

New EM’s dependency on suppliers becomes even more critical when introducing new products, which often require unique components not used in other product lines. Securing reliable sources for these components at the required volumes — driven by unpredictable customer demand — can be challenging. Any supply chain constraints may slow the rollout of new products, adversely affecting New EM’s business, results of operations, and financial condition.

The impact of the conflict in Ukraine on the global economy, energy and commodity supplies and raw materials is uncertain and may negatively impact New EM’s business and operations.

The ongoing conflict between Russia and Ukraine, along with the associated sanctions and penalties imposed by governments worldwide, has created substantial uncertainty in the global political and economic landscapes. While New EM’s operations are expected to be primarily in the United States (e-scrap recycling and battery recycling) and Korea (magnet making and rare earth elements processing), with no direct operations or exposure to customers or vendors in Russia or Ukraine, New EM will continue to monitor the potential effects these events may have on the global economy, its business, and its operations, as well as those of its suppliers and customers.

For example, the conflict has led to increased inflation, escalating energy and commodity prices, and a constrained availability of certain raw materials, all of which could increase New EM’s operational costs. New EM cannot fully predict the long-term impact that current and future governmental actions or global events may have on the economy, the critical minerals and materials industry, or New EM’s business, financial condition, results of operations, or cash flows.

To the extent that the conflict in Ukraine adversely affects New EM’s business, it could also heighten other risks, such as disruptions to the supply chain, volatility in raw material prices, cybersecurity threats, shifts in demand for New EM’s battery metals, magnets and rare earth elements, and its related products, or general market conditions. Any of these factors could negatively impact New EM’s business, financial condition, results of operations, or cash flows.

New EM’s future profitability may depend on achieving cost reductions through scaling up manufacturing of its products, and failure to do so could materially affect its business.

New EM will have limited experience in manufacturing certain of its battery metals, magnets and rare earth elements, and its related products at high volumes. It is uncertain whether, or when, New EM will be able to develop efficient, low-cost manufacturing processes that will allow it to scale production while maintaining the necessary standards of quality, speed, price, engineering, and design.

If New EM is unable to develop such processes and capabilities, it could have a material adverse impact on its business, financial condition, and results of operations. There is no guarantee that New EM will achieve significant reductions in labor and machinery costs typically associated with higher production levels. Failure to realize these cost reductions could negatively impact New EM’s profitability and overall financial performance.

New EM’s expansion plans include complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.

As New EM seeks to grow its business, expanding its production capacity by building additional plants will be critical to meet increasing demand for its battery metals, magnets and rare earth elements, and its related products. These projects will require substantial capital investment, and New EM’s ability to fund these complex construction projects depends on securing adequate financial resources.

New EM is expected to compete with companies that have significantly more resources for their research and development efforts than New EM or have received government contracts for the development of new products.

Several of New EM’s expected future competitors have received substantial funding from government or government-related sources to develop various technologies or products. Many of these organizations, along with several of New EM’s expected future other competitors, have longer operating histories and greater financial, technical, manufacturing, marketing, and sales resources than New EM is expected to have. These competitors can leverage their substantial resources to gain a competitive advantage in the space.

Some of New EM’s expected future competitors may have broader product offerings and could leverage existing relationships with partners and customers to capture more business, potentially discouraging customers from engaging with New EM. This may include offering products at zero or negative margins or bundling products and services. Additionally, innovative start-ups and larger companies making significant investments in research and development may develop similar or superior technologies that compete directly with New EM’s future offerings.

New EM’s expected future competitors may also form strategic partnerships or establish cooperative relationships with third parties, further enhancing their competitive advantage. If New EM is unable to compete effectively, or if it must take costly actions to respond to competitive pressures, its business, financial condition, and results of operations could be adversely impacted.

In the markets New EM is expected to develop products for, it expects increasing competition, partly due to industry consolidation. This has enabled companies to strengthen their competitive positions and better compete against New EM in the future. Future expected competitors are expected also to vie with New EM to:

•        Attract acquisition, joint venture, or collaboration opportunities.

•        License proprietary technologies that compete with those New EM expects to develop.

•        Secure funding.

•        Attract and retain talented personnel.

These competitive factors may make it more challenging for New EM to attract and retain customers, increase sales and marketing expenses, reduce profit margins, lower prices to stay competitive, and ultimately reduce market share and revenue. Any of these could materially impact New EM’s financial condition and operating results.

There is no assurance that New EM will be able to compete effectively against expected future competitors. These expected future competitors may succeed in developing and commercializing products faster than New EM. Additionally, they may develop superior products or technologies that could render New EM’s future offerings obsolete or non-competitive. Failure to compete successfully could harm New EM’s marketing efforts and financial health.

New EM’s business and financial results may be adversely affected by the expected demands of operating in multiple jurisdictions and the need to comply with a myriad of foreign and domestic laws and regulations, including various environmental, health and safety, employment and taxation laws and regulations.

New EM is expected to operate in multiple international jurisdictions and, face regulatory risks across these regions. New EM is expected to be subject to a broad range of federal, state, local, and foreign environmental and safety laws, regulations, directives, rules, and ordinances. These are expected to cover employee health and safety, product composition, taxation, the discharge of pollutants into air and water, and the management and disposal of hazardous substances and waste. Compliance with these regulations, alongside any future changes in New EM’s operations, may result in significant capital and operational costs, potentially having a material adverse impact on its financial performance.

New EM may also incur substantial costs, such as fines, damages, or remediation expenses, or face interruptions to its operations due to violations of these laws, regulations, or permit requirements. Additionally, as New EM develops its capacity, it may need to obtain permits, which could be costly and time-consuming. New EM may encounter difficulties in securing these permits, which could delay or impede its growth plans.

Furthermore, the laws and regulations applicable to New EM’s future operations could change over time. New legislation or changes in the interpretation or enforcement of existing laws may force New EM to alter its operations, increase costs, or limit certain business activities. Any violations of environmental, health, and safety regulations could expose New EM to administrative, civil, or criminal proceedings, resulting in substantial fines or other sanctions that may disrupt or limit its operations.

These challenges could have a material adverse effect on New EM’s financial condition and operational results.

Potential litigation, regulatory actions or government investigations may significantly harm New EM’s financial position, reputation and operating results.

In the future, New EM may be involved, from time to time, in litigation or investigations arising in the normal course of business, such as contractual disputes, other commercial disputes, intellectual property matters, personal injury claims and other disputes with individuals, environmental issues, tax matters, and employment matters. These issues can be costly, and it is difficult to predict the financial exposure, if any, which may result from these matters. New EM cannot assure that any such exposure, if any, will not be material to its business. Such litigation or investigations may also negatively impact New EM’s reputation.

New EM’s future insurance coverage may not be adequate to protect it from all business risks.

New EM may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims against it, for which New EM may have insufficient or no insurance coverage. The insurance policies that New EM has in the future may include significant deductibles or self-insured retentions, and New EM cannot be certain that its future insurance coverage will be sufficient to cover all future losses or claims against it. A loss that is uninsured or exceeds policy limits may require New EM to pay substantial amounts, which could adversely affect New EM’s financial condition and operating results.

If New EM does not maintain effective internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in its financial reporting and adversely affect its business and operating results and the market price for its common stock.

Effective internal control over financial reporting is necessary for New EM to provide reliable financial reports. In the future, New EM may discover areas of its internal control over financial reporting that need improvement. If New EM fails to properly and efficiently maintain an effective internal control over financial reporting, it could fail to report its financial results accurately.

New EM may identify material weaknesses in the future, which could limit its ability to prevent or detect a material misstatement of its annual or interim financial statements. The occurrence of, or failure to remediate, any material weaknesses New EM may identify could result in New EM’s failure to maintain compliance with legal requirements, including Section 404 of the Sarbanes-Oxley Act and rules regarding timely filing of periodic reports, in addition to applicable stock exchange listing requirements, could cause investors to lose confidence in New EM’s financial reporting, and could have an adverse effect on the market price of New EM’s common stock. In addition, the occurrence of, or failure to remediate, any material weaknesses New EM may identify in the future could increase the possibility of legal proceedings or a review by the SEC and other regulatory bodies. The costs of defending against such legal proceedings or administrative actions could be significant. New EM also could face monetary judgments, penalties or other sanctions that could have a material adverse effect on its business, results of operations and financial condition.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the Business Combination and related transactions. The Merger between WTMA and EM will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, WTMA will be treated as the “accounting acquiree” and EM will be treated as the “accounting acquirer” for financial reporting purposes. Accordingly, the Merger will be reflected as the equivalent of EM issuing shares for the net assets of WTMA, followed by a recapitalization.

In connection with the Business Combination, Precedent Transactions representing the acquisitions of CMR, Handa Lab, KCM, KMMI and NS World will each be accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), using the acquisition method. Under this method of accounting, EM is treated as the acquirer and each Operating Company is treated as an acquired company for financial statement reporting purposes. Each Precedent Transaction will be effective on or about the Closing of the Business Combination and will be conditional upon the Closing. Upon Closing, the assets and liabilities of each Operating Company will be recognized at fair value, and any consideration in excess of the fair value of the net assets acquired (including identifiable intangible assets) will be recognized as goodwill.

The summary unaudited pro forma condensed combined balance sheet as of December 31, 2024 gives effect to the Business Combination as if it had occurred on December 31, 2024. The summary unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 gives effect to the Business Combination as if it had occurred on January 1, 2024.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of WTMA, EM and the Operating Companies for the applicable periods included elsewhere in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what New EM’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of EM following the reverse recapitalization.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of WTMA Common Stock subject to redemption:

1.      No Redemptions:    This scenario assumes that no public shareholders of WTMA exercise Redemption Rights with respect to their public shares for a pro rata share of the funds in the trust account.

2.      25% Redemptions:    This scenario assumes that 270,697 shares of WTMA Common Stock subject to redemption are redeemed for an aggregate payment of approximately $3.1 million, which represents 25% of the permitted amount of redemptions.

3.      50% Redemptions:    This scenario assumes that 541,395 shares of WTMA Common Stock subject to redemption are redeemed for an aggregate payment of approximately $6.1 million, which represents 50% of the permitted amount of redemptions.

4.      75% Redemptions:    This scenario assumes that 812,092 shares of WTMA Common Stock subject to redemption are redeemed for an aggregate payment of approximately $9.2 million, which represents 75% of the permitted amount of redemptions.

5.      Maximum Redemptions:    This scenario assumes that 1,082,789 shares of WTMA Common Stock subject to redemption are redeemed for an aggregate payment of approximately $12.3 million, which is the maximum permitted amount of redemptions.

MARKET PRICE AND DIVIDEND INFORMATION

WTMA

Market Information

On January 7, 2025, WTMA’s securities were suspended and delisted from Nasdaq. WTMA Units and WTMA Common Stock are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,” respectively, and WTMA Rights are currently quoted on the OTCQB under the symbol “WTMAR.” WTMA intends to apply to list the New EM Common Stock on Nasdaq under the symbol “EMAT” upon the Closing. See “Risk Factors — Risks Related to the Business Combination and WTMA—Failure to complete a business combination within the required timeframe under Nasdaq Rule IM 5101-2(b) has resulted in the suspension and delisting of our securities, which could have material adverse consequences for our business, shareholders, and ability to complete a business combination.” and “Risk Factors — Risks Related to the Business Combination and WTMA — Nasdaq may not list the New EM Common Stock on its exchange or, if listed, Nasdaq may delist the New EM Common Stock from its exchange in the future, both of which could limit investors’ ability to make transactions in New EM’s securities and subject New EM to additional trading restrictions.” for a discussion of the risks relating to the delisting of WTMA’s securities from Nasdaq and the potential that the New EM Common Stock may not be listed on Nasdaq after the completion of the Business Combination. Additionally, pursuant to the Merger Agreement, it is a condition to closing the Business Combination that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq, and if such listing does not occur, the Business Combination cannot close unless the condition to list the shares of New EM Common Stock on Nasdaq is waived in writing by all the parties to the Merger Agreement. See “Risk Factors — Risks Related to the Business Combination and WTMA — The Business Combination cannot close unless the condition that the shares of New EM Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq has been met or waived in writing by all the parties to the Merger Agreement.”

The closing price of the WTMA Units, WTMA Common Stock and WTMA rights as of November 8, 2024, the last trading day before announcement of the execution of the Merger Agreement, was $11.27, $11.10 and $0.116, respectively. As of April 22, 2025, the most recent closing price for the WTMA Units, WTMA Common Stock and WTMA rights was $11.29, $13.00 and $0.16, respectively.

Holders

On April 15, 2025, there were two holders of record of WTMA Units, 13 holders of record of WTMA Common Stock and one holder of record of WTMA rights.

Holders of the WTMA Units, WTMA Common Stock and WTMA rights should obtain current market quotations for their securities. The market price of WTMA’s securities could vary at any time before the Business Combination.

Dividend Policy

WTMA has not paid any cash dividends on the WTMA Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of New EM subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New EM’s board of directors. The WTMA Board is not currently contemplating and does not anticipate declaring cash or stock dividends, nor is it currently expected that New EM’s board of directors will declare any cash or stock dividends in the foreseeable future. Further, the ability of New EM to declare cash or stock dividends may be limited by the terms of financing or other agreements entered into by New EM or its subsidiaries from time to time.

EM

Market Information

Historical market price data for EM is not provided because EM is currently a privately-held company. As such, EM Member Units are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for EM.

CMR

Market Information

Historical market price data for CMR is not provided because CMR is currently a privately-held company. As such, CMR’s securities are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for CMR.

KCM

Market Information

Historical market price data for KCM is not provided because KCM is currently a privately-held company. As such, KCM’s securities are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for KCM.

KMMI

Market Information

Historical market price data for KMMI is not provided because KMMI is currently a privately-held company. As such, KMMI’s securities are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for KMMI.

NS World

Market Information

Historical market price data for NS World is not provided because NS World is currently a privately-held company. As such, NS World’s securities are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for NS World.

Handa Lab

Market Information

Historical market price data for Handa Lab is not provided because Handa Lab is currently a privately-held company. As such, Handa Lab’s securities are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for Handa Lab.

SPECIAL MEETING OF WTMA STOCKHOLDERS

General

WTMA is furnishing this proxy statement/prospectus to WTMA stockholders as part of the solicitation of proxies by the WTMA Board for use at the Special Meeting of WTMA to be held on June 13, 2025, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to WTMA stockholders on or about [_____], 2025, in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides WTMA stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

It is intended that this proxy statement/prospectus will also be used in connection with the solicitation of the required approvals of the equity holders of the Korean Companies with respect to the Business Combination.

Date, Time and Place

The Special Meeting will be held on June 13, 2025, at 10:00 a.m., Eastern Time, via live webcast at https://www.cstproxy.com/wtmau/2025 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Purpose of the WTMA Special Meeting

At the Special Meeting, WTMA will ask its stockholders to vote on the following proposals:

•        The Merger Agreement Proposal — to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Business Combination;

•        The Organizational Documents Proposal — to consider and vote upon a proposal to approve and adopt the Proposed Charter and the Proposed Bylaws;

•        The Advisory Governance Proposals — to consider and vote upon the following nine separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws:

•        Advisory Governance Proposal A — an amendment to the Existing Charter to change the authorized capital stock of WTMA from (i) 101,000,000 shares, consisting of (a) 100,000,000 shares of WTMA Common Stock and (b) 1,000,000 shares of preferred stock, each with par value $0.0001 per share, under the Existing Charter to (ii) 1,501,000,000 shares, consisting of (a) 1,500,000,000 shares of New EM Common Stock and (b) 1,000,000 shares of New EM preferred stock, each with par value $0.0001 per share, under the Proposed Charter;

•        Advisory Governance Proposal B — an amendment to the Existing Bylaws to provide for a board of directors consisting of three classes of directors, with only one class of directors being elected each year and each class serving a three-year term;

•        Advisory Governance Proposal C — an amendment to the Existing Bylaws to provide that any vacancies on the New EM Board of Directors, or new directorships, may be filled exclusively by the affirmative vote of a majority of the directors then in office, not the New EM stockholders;

•        Advisory Governance Proposal D — an amendment to the Existing Bylaws to provide that special meetings of the stockholders may be called by the New EM Board of Directors, the chairperson of the New EM Board of Directors, the executive chairman of the New EM Board of Directors, the chief executive officer or president, and shall not be called by any other person or persons;

•        Advisory Governance Proposal E — an amendment to the Existing Charter to require the affirmative vote of the holders of at least two-thirds (66 and 2∕3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to amend provisions of the Proposed Bylaws; the provisions related to New EM Common Stock; the provisions relating to forum selection; the provisions regarding removal of directors; the indemnification provisions; the

provisions eliminating monetary damages for breaches of fiduciary duty by a director; and the amendment provision requiring that the above provisions be amended only with a two-thirds (66 and 2∕3%) supermajority vote;

•        Advisory Governance Proposal F — an amendment to the Existing Bylaws to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to adopt, amend or repeal the Proposed Bylaws;

•        Advisory Governance Proposal G — an amendment to the Existing Bylaws to require stockholders to meet certain notice and information requirements in order for a stockholder to make any nomination of a person or persons for election to the New EM Board of Directors at an annual meeting or for business to be properly brought before an annual meeting by a stockholder;

•        Advisory Governance Proposal H — an amendment to the Existing Charter to provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act; and

•        Advisory Governance Proposal I — an amendment to the Existing Bylaws to require, for the election of persons nominated for director in an uncontested election, the affirmative vote of a majority of the votes cast in such election, and for the election of persons nominated for director in a contested election, the affirmative vote of a plurality of the votes cast in such election;

•        The Director Election Proposal — to consider and vote upon a proposal to elect two Class I directors, two Class II directors and two Class III directors to serve on the New EM Board of Directors until the 2026, 2027 and 2028 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death;

•        The Stock Issuance Proposal — to consider and vote upon a proposal to approve and adopt, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New EM Common Stock as part of the Total Consideration;

•        The New EM Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve the adoption of the New EM Equity Incentive Plan Proposal; and

•        The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or, based on the tabulated votes, there are insufficient votes at the time of the Special Meeting for the approval of one or more of the Condition Precedent Proposals or to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to WTMA stockholders or one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

If the WTMA stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each of the other Condition Precedent Proposals. The Director Election Proposal and the New EM Equity Incentive Plan Proposal are each conditioned on the approval of the Merger Agreement Proposal. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. See the sections entitled “Merger Agreement Proposal,” “Organizational Documents Proposal,” “Advisory Governance Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “New EM Equity Incentive Plan Proposal” and “Adjournment Proposal.”

Recommendation of the WTMA Board

The WTMA Board believes that the Merger Agreement Proposal and the other proposals to be presented at the Special Meeting are in the best interest of the WTMA stockholders and unanimously recommends that the WTMA stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Organizational Documents Proposal, “FOR”

each of the separate Advisory Governance Proposals, “FOR” the election of each of the director nominees pursuant to the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the New EM Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of WTMA’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of WTMA and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that WTMA stockholders vote for the proposals. In addition, WTMA’s officers, the Sponsor and its affiliates, and certain officers, directors or managers and equity owners of the Target Companies have interests in the Business Combination that may conflict with your interests as a WTMA stockholder. See the section entitled “Merger Agreement Proposal — Conflicts of Interest” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

WTMA stockholders will be entitled to vote or direct votes to be cast on their behalf at the Special Meeting if they owned WTMA Common Stock at the close of business on April 15, 2025, which is the “record date” for the Special Meeting. WTMA stockholders will have one vote for each share of WTMA Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. WTMA Rights do not have voting rights. As of the close of business on the record date, there were 3,366,765 shares of WTMA Common Stock issued and outstanding, of which 1,082,789 were issued and outstanding shares of public stock.