| Proposed Business Combination |
Note
4 — Proposed Business Combination
Merger
Agreement with Welsbach Technology Metals Acquisition Corp
Key
terms of the Amended Merger Agreement include, but are not limited to, the following:
| ● | Each
issued and outstanding share of the Company’s common member units and each issued and
outstanding share of the Company’s convertible preferred units on an as-converted basis
will automatically be cancelled and converted into the right to receive the number of shares
of New EM common stock in accordance with the Amended Merger Agreement. |
| ● | Total consideration is estimated to consist of (i) New EM common stock valued at $4,164,360,660 in exchange for the Company’s voting common member units issued and outstanding immediately prior to the Merger, (ii) 67,413,224 shares of New EM common stock in exchange for the Company’s nonvoting common member issued and outstanding immediately prior to the Merger, (iii) 109,436,178 shares of New EM common stock in exchange for the Company’s convertible preferred units issued and outstanding immediately prior to the Merger and (iii) cash of $25,000,000. |
| ● | The
New EM board of directors after the Closing will consist of six directors, which shall initially
include six director nominees designated by the Company and reasonably acceptable to WTMA. |
| ● | The
obligations of the Company 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 WTMA 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 WTMA charter and certain WTMA and EM LLC transaction expenses, plus (y) the amount
of funding actually received by WTMA from its private investment in public equity offering
prior to or substantially concurrently with the Closing, plus (z) the aggregate gross proceeds
received or to be received by WTMA or EM LLC 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 LLC 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 LLC. |
| ● | The
Closing is subject to certain conditions, including, but not limited to, the approval of
the Company’s voting common member and the approval of the stockholders of WTMA. Holders
of WTMA’s public shares will have the opportunity to redeem all or a portion of their
public shares for cash in connection with the Business Combination. |
In
certain circumstances, including if the Business Combination has not been consummated by September 30, 2025, either party may elect to
terminate the Amended Merger Agreements. During the period from February
8, 2024 (inception) to December 31, 2024, the Company entered into seven agreements to acquire controlling interests in seven different
entities in connection with the Business Combination. Two of these agreements were terminated as of December 31, 2024 and the remaining
agreements with five entities were terminated and replaced with either (i) a share exchange agreement between each of the four Korean
companies and a subsidiary of the Company or (ii) a merger agreement between the one domestic company and the Company during February
2025. Each share exchange agreement and merger agreement is conditional upon the closing of the Business Combination.
In February 2025, EMT Sub entered into share exchange agreements with
the four Korean domiciled companies included among the Five Entities, under which EMT Sub would acquire:
| Target | |
Shares
of Target’s common stock | | |
Exchange
Ratio | | |
EM
Units | | |
Value | |
| NS World,
Co., Ltd. (“NSW”) | |
| 289,055 | | |
| 0.0092006 | | |
| 2,659 | | |
$ | 12,970,000 | |
| Handa Lab Co., Ltd.
(“Handa”) | |
| 380,800 | | |
| 0.0040385 | | |
| 1,538 | | |
$ | 7,500,000 | |
| KCM Industry Co., Ltd.
(“KCM”) | |
| 21,666 | | |
| 0.1362832 | | |
| 2,953 | | |
$ | 14,400,000 | |
| KMMI, Inc.(“KMMI”) | |
| 22,080 | | |
| 0.4086131 | | |
| 9,022 | | |
$ | 44,000,000 | |
The share exchange agreements
were approved by the shareholders of the four Korean domiciled companies on June 2, 2025, with no dissenting shareholders. The EM Units
subject to the share exchange agreements (and corresponding shares of New EM common stock) are subject to the terms of a shareholder lock-up
agreement that end on the third anniversary of the close of the Business Combination.
In March 2025, the Company entered into an amended and restated agreement
and plan of merger with WTMA, the Company, Evolution Metals New LLC, a wholly owned subsidiary of the Company (the “Acquiror”),
Evolutions Metals Merger Sub 3, a wholly owned subsidiary of the Acquiror (“Merger Sub 3”), Critical Mineral Recovery, Inc.
(“CMR”), NiCo Metals Group, LLC, the sole stockholder of CMR (“NiCo”), Robert N Feldman 2024 Family Irrevocable
Trust (the “RNIT Trust”) and Robert N Feldman Revocable Trust (the “RNRT Trust”, and together with the RNIT Trust,
the “Trusts”), Andrea S Feldman and Robert N Feldman (collectively with the Trusts and Andrea S Feldman, the “Indirect
Sellers”, and Indirect Sellers together with NiCo, the “Sellers”) (the “March 2025 Merger Agreement”) to
effect a business combination through a merger of Merger Sub with and into CMR (the “Merger”). The March 2025 Merger Agreement
amended and restated the Agreement and Plan of Merger, dated February 10, 2025, in its entirety. Under the terms of the March 2025 Merger
Agreement,
| ● | the
Company will contribute all of its rights pursuant to an investment agreement by and among RNRT Trust, the Company and an individual,
to the Acquiror in exchange for equity interests in Acquiror (the “EM LLC Contribution”); |
| ● | following
the EM LLC Contribution and prior to the Merger, the Company will redeem from WTMA an amount of the Company’s equity interests
equal to the value of Acquiror in exchange for a distribution to WTMA of all of the equity interest in Acquiror, such that immediately
prior to the Merger, Acquiror will be a wholly owned subsidiary of WTMA; |
| ● | Merger
Sub 3 will be merged with and into CMR, with CMR continuing as the surviving entity as a wholly owned subsidiary of the Acquiror, in
exchange for a number of shares of WTMA’s common stock having a value of $225,000,000 and cash in the amount of $125,000,000 paid
to NiCo; and |
| ● | WTMA
shall make a $50,000,000 capital contribution to CMR at the closing of the Merger which shall be used in part to repay CMR’s indebtedness. |
The transactions contemplated
by the March 2025 Merger Agreement are subject to approval by NiCo as the sole stockholder of CMR and are contingent on the closing of
the Business Combination.
The
Company has incurred and paid $326,593 and $0 in connection with the professional fees of the Operating Companies for the three months
ended March 31, 2025 and for the period from February 8, 2024 (inception) to March 31, 2024, respectively.
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