As filed with the Securities and Exchange Commission on July 8, 2026.

Registration No. 333-

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

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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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EVOLUTION METALS & TECHNOLOGIES CORP.
(Exact name of Registrant as specified in its charter)

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4040 NE 2nd Ave, Ste 349
Miami, Florida 33137
Telephone: (561) 225-3205
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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David Wilcox
Executive Chairman
4040 NE 2nd Ave, Ste 349
Miami, Florida 33137
Telephone: (561) 225-3205
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Laura Anthony, Esq.
Craig D. Linder, Esq.
Anthony, Linder & Cacomanolis, PLLC
1700 Palm Beach Lakes Blvd., Suite 820
West Palm Beach, FL 33401
Phone: (561) 514-0936

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) 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, please 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(c) 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. ☐

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 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

This prospectus includes market, industry and forecast data related to the critical materials, metals processing and recycling sectors in which we operate. This information has been obtained from publicly available sources, government publications, industry reports and other third-party studies that we believe to be reliable, as well as from our own internal research and estimates. Although we believe this information is reliable as of the most recent practicable date, we cannot guarantee its accuracy or completeness. Certain of our internal estimates, projections and assessments of market opportunity are based on management’s knowledge of the industry, our historical operating experience and our understanding of independent market analyses. Market and industry data are inherently uncertain and subject to change based on a variety of factors, including those described under “Risk Factors,” and should not be unduly relied upon as indicative of future results.

TRADEMARKS

This prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, such trademarks, trade names and service marks may appear in this prospectus without the ® or ™ symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert their rights to these trademarks, trade names and service marks to the fullest extent under applicable law. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply any relationship with, or endorsement or sponsorship by, such companies.

SELECTED DEFINITIONS

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

•        “black mass” are to the intermediate material produced from the mechanical or chemical processing of end-of-life lithium-ion batteries or battery manufacturing scrap that contain valuable battery metals such as lithium, nickel, cobalt, and manganese, which can be further refined into battery-grade materials such as carbonates, sulfates, and precursor cathode active materials (pCAM).

•        “BCG” are to Broughton Capital Group;

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

•        “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 EM&T, being “Evolution Metals & Technologies Corp.”;

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

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

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

•        “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 prospectus;

•        “EM Equityholder” are to David Wilcox or his trust, as the sole owner of the voting EM Member Units;

•        “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;

•        “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;

•        “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;

•        “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, as amended by Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated as of March 31, 2025, as amended by the Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2025, and as amended by the Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2025, and as amended by the Amendment No. 6 to Amended and Restated Agreement and Plan of Merger, dated as of January 5, 2026, 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;

•        “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 exercisable as provided for in the Merger Agreement or any other applicable agreement governing such milestone events;

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

•        “EM&T Common Stock” are to common stock, par value $0.0001 per share, of EM&T;

•        “EM&T Equity Incentive Plan” are to the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan;

•        “Nasdaq” are to the Nasdaq Global Market;

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

•        “Operating Companies” are to the Korean Companies;

•        “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;

•        “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;

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

•        “redemption” are to each redemption of shares of public stock for cash;

•        “Registration Rights Agreement” are to the amended and restated registration rights agreement entered into at Closing, by and among WTMA, the Sponsor, certain current and former holders of WTMA Common Stock and certain affiliates of EM&T;

•        “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;

•        “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;

•        “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 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. All statements, other than statements that relate strictly to present or historical fact included in this prospectus, such as statements regarding EM&T’s future financial performance, strategy, operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. You can find many (but not all) of these statements by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and other similar expressions in this prospectus. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. No forward-looking statement can be guaranteed, and actual future results may vary materially.

As a result of various known and unknown risks and uncertainties, EM&T’s actual results or performance may differ materially from those expressed or implied by these forward-looking statements. These include, among other factors:

•        risks relating to the integration of operations following the Business Combination;

•        global demand for rare earth and battery materials and the ability to source sufficient volumes of spent lithium-ion batteries from third parties;

•        the impact of government policy and trade restrictions;

•        delays in achieving full-scale commercial operations at EM&T’s planned recycling and processing facilities;

•        challenges in implementing smart factory automation or scaling manufacturing capacity;

•        the inability to establish or maintain supply relationships for critical feedstock materials and the availability and cost of feedstock and raw materials;

•        changes in government policies, tariffs, or incentive programs affecting critical materials;

•        fluctuations in commodity prices and global demand for rare earth and battery materials;

•        EM&T’s ability to raise capital and execute its growth strategy in a cost-effective manner;

•        expectations regarding EM&T’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 EM&T’s ability to invest in growth initiatives;

•        EM&T’s ability to attract and retain talented personnel;

•        EM&T’s ability to compete with companies that have significantly more resources;

•        EM&T’s ability to meet certain certification and compliance standards;

•        EM&T’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims;

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

•        the ability to maintain EM&T’s listing on Nasdaq.

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, potential investors should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

RISK FACTORS

In addition to the other information contained in this prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors. 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 EM&T 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&T’s Financial Condition and Results of Operations

EM&T has a limited operating history as a consolidated company following the Business Combination, which makes it difficult to evaluate its business, prospects, and future operating results.

EM&T was formed as the result of the Business Combination completed in January 2026, and its historical financial information does not reflect the operations of EM&T as a consolidated public company. While EM&T conducts its business through EM and other operating subsidiaries that have varying operating histories, EM&T itself has a limited operating history in its current structure, scale, and scope. As a result, investors have limited historical information upon which to evaluate EM&T’s business, prospects, and future performance.

Although certain of EM&T’s operating subsidiaries have been engaged in activities related to critical materials processing, recycling, and magnet manufacturing prior to the business combination, these businesses were not previously operated or managed as part of a single, vertically integrated platform. Accordingly, EM&T’s historical results may not be indicative of its future performance as a consolidated enterprise.

EM&T may encounter risks, uncertainties, expenses, and difficulties commonly associated with companies transitioning to a larger, integrated operating model, including, among others:

•        limited operating history at the scale and integration level contemplated following the Business Combination, making it difficult to predict future financial performance;

•        the need to raise and deploy substantial additional capital to fund growth initiatives, capital expenditures, and working capital requirements;

•        the possibility of continued operating losses as EM&T invests in scaling operations, integrating subsidiaries, and expanding production capacity;

•        challenges in forecasting and responding to changes in demand, pricing, and regulatory conditions in the critical materials, battery metals, and rare earth magnet markets;

•        risk that customers may delay, reduce, or decline adoption of EM&T’s battery metals, magnet, or related products;

•        limited experience operating EM&T as a single, consolidated public company with centralized governance, reporting, and controls;

•        competition from larger, more established, and better-capitalized companies with greater financial, technical, and operational resources;

•        difficulties in attracting, integrating, and retaining skilled management, engineering, technical, and operational personnel necessary to execute EM&T’s growth strategy; and

•        dependence on key executive, technical, and operational personnel, the loss of whom could adversely affect EM&T’s ability to execute its business plan.

Due to these risks and uncertainties, investors may have difficulty evaluating EM&T’s business and prospects, and EM&T’s actual results may differ materially from expectations or projections.

EM&T has incurred operating losses and may be unable to achieve sustained, long-term profitability and commercial success.

Since the completion of the Business Combination, EM&T has incurred operating losses and expects to continue to incur significant expenses as it integrates its operating subsidiaries, scales production capacity, and expands its vertically integrated critical materials platform. EM&T has not yet generated revenues at levels sufficient to offset its operating expenses, and there can be no assurance that it will achieve or maintain profitability in the future.

EM&T anticipates incurring substantial operating costs, including research and development (“R&D”) expenses, capital expenditures, and integration-related costs, as it seeks to ramp up revenues from the sale of concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (“pCAM”), magnets, and their related products. These expenditures are expected to continue until EM&T is able to achieve sufficient scale, operational efficiency, and market adoption of its products.

To achieve sustained profitability and long-term commercial success, EM&T must successfully execute its growth and integration strategy, including, among other things:

•        integrating acquired and future operating businesses into a cohesive, efficient, and scalable platform;

•        expanding production capacity and scaling operations to meet anticipated demand for battery metals, rare earth elements, and related products;

•        reducing unit manufacturing costs through the implementation of automation, robotics, and AI-enabled smart factory technologies;

•        pricing its products competitively while increasing market penetration across end markets such as automotive, aerospace, defense, healthcare technologies, renewable energy, and consumer electronics;

•        commercializing and scaling its recycling processes and manufacturing technologies to capture additional market opportunities; and

•        securing reliable, long-term sources of feedstock, including spent lithium-ion batteries, e-scrap, and other recyclable materials, to support its multi-feedstock processing facilities.

If EM&T fails to execute one or more of these initiatives effectively or within expected timeframes, EM&T may be unable to achieve sustained profitability or generate sufficient cash flows to support its operations.

As EM&T transitions from an integration and scale-up phase to a more mature commercial operating phase, its future revenue growth will depend on factors both within and outside its control. Adverse developments such as reduced global demand for critical materials, pricing pressure, increased competition, regulatory changes, or delays in customer adoption could materially limit EM&T’s revenue growth. In addition, EM&T’s reliance on third-party suppliers for spent lithium-ion batteries and other feedstock exposes it to sourcing volatility, price fluctuations, quality variability, and potential supply disruptions, any of which could adversely affect production yields, operating efficiency, and downstream product output.

If EM&T is unable to generate sufficient revenues, achieve operational efficiencies, or raise additional capital as needed, its ability to continue operations and execute its business plan could be materially and adversely affected, including the risk that EM&T may not be able to continue as a going concern.

EM&T’s future success depends on its ability to execute its growth and go-to-market strategies effectively.

EM&T’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. EM&T’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. The success of EM&T’s strategy depends on its ability to develop and operate both its planned battery recycling facility and its multi-feedstock processing facility. The battery recycling facility is expected to convert

spent lithium-ion batteries into black mass, specifically designed to integrate with its downstream multi-feedstock processing operations. This black mass, along with other third-party sourced material, is expected to then be processed at the multi-feedstock facility into battery-grade carbonates, sulfates, and precursor cathode active materials (pCAMs). Separately, the multi-feedstock facility is expected to also recover rare earth elements, precious metals, and non-ferrous materials from e-scrap such as printed circuit boards (PCBs). If EM&T is unable to secure consistent volumes of spent lithium-ion batteries or high-quality e-scrap at competitive prices, or if the facilities fail to meet downstream product specifications or customer offtake requirements, its ability to generate revenue from these operations could be materially and adversely affected.

However, the success of EM&T’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, EM&T’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 EM&T 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 EM&T’s results of operations and its ability to meet its long-term growth objectives.

EM&T’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 EM&T for the large-scale integration, assembly, and production of its concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (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. EM&T’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.

EM&T has not yet secured contractual relationships with all component suppliers needed to scale its production capacity. Additionally, EM&T may face challenges in accurately estimating demand for its products, which could lead to inefficiencies, increased costs, or delays in generating revenue. If EM&T 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, EM&T could experience production delays and higher costs.

In addition, EM&T’s ability to secure sufficient volumes of feedstock — including lithium-ion batteries and e-scrap — will be critical to supporting its planned operations. Volatility or disruptions in the availability, pricing, or quality of these inputs could materially impact its commercial execution.

The success of EM&T’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 EM&T’s business plan will succeed. Moreover, as a capital-intensive business, EM&T 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 EM&T carries significant risk, and there is a possibility that investors could lose the entirety of their investment.

EM&T’s ability to secure reliable and cost-effective volumes of spent lithium-ion batteries for its planned battery recycling facility is critical to generating black mass feedstock, which is expected to be further refined at its planned multi-feedstock processing facility into downstream battery materials. Failure to secure sufficient battery supply or successfully operate either facility may materially and adversely affect the Company’s operations, financial results, and ability to meet customer demand.

EM&T plans to establish a vertically connected battery recycling facility that will process end-of-life lithium-ion batteries into black mass — a critical intermediate product used in the production of carbonates, sulfates, and precursor cathode active materials (pCAM) at its separate planned multi-feedstock processing facility,

specifically designed to integrate with its downstream multi-feedstock processing operations. The success of this two-stage model is dependent on the Company’s ability to secure large volumes of spent lithium-ion batteries from third parties, particularly automotive OEMs, battery manufacturers, fleet operators, and aggregators, and we do not currently have any agreements in place for spent lithium-ion batteries.

However, many high-volume suppliers of spent batteries engage in structured bid or tender processes for disposal and recycling contracts. These competitive procurement processes often prioritize recyclers with proven track records, existing capacity, or vertically integrated logistics — areas where EM&T, as a new market entrant with non-operational facilities, may face significant disadvantages. Inability to win bids or enter into favorable long-term supply contracts may prevent the Company from achieving the scale needed to support downstream processing or meet customer offtake requirements.

Additional risks stem from variability in battery chemistries, degradation levels, and contamination across supplier batches. This inconsistency can reduce black mass yields, affect product purity, increase processing costs, or require costly pre-treatment stages to ensure quality specifications are met at the multi-feedstock facility.

Moreover, as a substantial portion of global battery scrap is generated outside the United States, EM&T’s supply chain may also be exposed to evolving international trade restrictions, export controls, or geopolitical disruptions. Since the Company does not plan to collect or dismantle batteries in-house, it is structurally reliant on external counterparties across this entire supply chain.

If EM&T is unable to secure a stable, scalable, and cost-effective supply of spent lithium-ion batteries through competitive channels, or if its recycling and multi-feedstock processing facilities underperform or face delays, the Company may be unable to fulfill offtake agreements, realize projected margins, or establish itself as a competitive player in the battery materials market. These sourcing and execution risks may significantly impair its financial performance and long-term growth prospects.

EM&T’s ability to secure reliable and cost-effective supplies of e-scrap is critical to its recycling strategy, and failure to do so could materially impair its operations, profitability, and customer relationships.

EM&T intends to process e-scrap — including printed circuit boards (PCBs), hard disk drives, and magnet-containing electronic devices — as a key source of critical materials such as rare earth elements (REEs), precious metals, and other non-ferrous inputs. This recycling strategy supports EM&T’s broader midstream and downstream production plans by providing recovered inputs for use in alloys, magnets, and other advanced materials. However, the Company does not currently operate a formal collection or dismantling infrastructure and will rely entirely on third-party suppliers for access to e-scrap.

As of the date of this registration statement, EM&T has not entered into long-term supply contracts with e-scrap aggregators or material recovery partners. The Company may be unable to secure such agreements on acceptable terms or may face heightened competition from established processors and new entrants, which could limit feedstock availability or increase procurement costs. Inconsistent or insufficient access to high-grade e-scrap could lead to underutilized processing capacity, lower production volumes, and reduced operating margins.

E-scrap feedstock presents inherent variability in material composition, quality, and recoverable value. Inputs can differ significantly based on device type, origin, and prior usage, and may require additional sorting, pre-treatment, or refinement to meet processing standards. These steps can drive up cost and reduce overall recovery efficiency. In some cases, incoming material may fall below the economic threshold for recovery.

In addition, global e-waste generation and trade flows are subject to export regulations, environmental restrictions, and geopolitical risks. Because EM&T does not control the upstream collection network, it may be exposed to fluctuations in international policy, supply chain disruptions, or force majeure events that impact the availability or pricing of feedstock.

If EM&T is unable to consistently procure high-quality e-scrap at scale and at competitive prices, it may not be able to support its recycling operations, fulfill customer demand, or achieve its targeted operating efficiencies. These challenges could delay commercialization, impair profitability, and materially and adversely impact EM&T’s business and strategic objectives.

Development and future operation of EM&T’s planned lithium-ion battery recycling facility may expose the Company to significant safety, environmental, and regulatory risks, including but not limited to thermal events, fire hazards, explosions, chemical exposure, and electrical accidents.

EM&T intends to construct and operate a lithium-ion battery recycling facility, specifically designed to integrate with its downstream multi-feedstock processing operations as part of its broader battery materials strategy. The facility, which remains in the planning and pre-development stage, is expected to process end-of-life lithium-ion batteries into black mass, which will then be further refined into battery-grade materials at EM&T’s anticipated multi-feedstock processing facility.

While no operations have commenced, lithium-ion battery recycling poses well-documented industrial hazards, particularly during battery discharging, dismantling, shredding, and thermal or chemical processing. The recycling of lithium-ion batteries involves handling volatile materials and operating at elevated temperatures, increasing the risk of thermal runaway, fire, explosion, or release of hazardous substances such as heavy metals and toxic gases. These risks are compounded by the variability in battery chemistries, physical damage to incoming batteries, or the presence of residual charge — all of which may create unsafe working conditions or mechanical instability during processing.

Additionally, the Company may be exposed to risks related to electrical shock or equipment failure due to the high energy density of lithium-ion batteries. These operational risks may require sophisticated safety systems, specialized equipment, environmental controls, and adherence to evolving regulatory standards issued by local, state, and federal authorities, including the EPA and OSHA. The failure to adequately mitigate these hazards could result in material harm to personnel, damage to equipment or property, regulatory enforcement actions, permitting delays, reputational harm, or material financial loss.

Although EM&T intends to implement best-in-class safety systems, fire suppression infrastructure, and standard operating protocols, there can be no assurance that these measures will be sufficient to prevent or contain incidents. Moreover, given the facility has not yet been constructed, the Company faces additional execution risks in designing, permitting, and commissioning a complex industrial operation capable of safely processing spent batteries at commercial scale.

Any material incident at the future recycling facility — whether during development, construction, or operations — could delay the facility’s timeline, increase costs, trigger regulatory scrutiny, or adversely affect EM&T’s ability to deliver downstream products or meet customer commitments.

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

EM&T will need to integrate the business and operations of the subsidiaries that it recently acquired. 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 operations of the subsidiaries that it recently acquired;

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

•        the diversion of management’s attention from EM&T’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 technology platforms of the subsidiaries that it recently acquired, including implementing systems designed to maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company and enable EM&T 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 EM&T 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 EM&T is able to successfully operate the Operating Companies, EM&T may not be able to realize the revenue and other synergies and growth that EM&T anticipates from these acquisitions in the time frame that EM&T currently expects, and the costs of achieving these benefits may be higher than what EM&T currently expects, because of a number of risks, including, but not limited to:

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

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

•        the possibility that EM&T 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 EM&T’s earnings as expected, EM&T may not achieve expected revenue synergies or EM&T’s return on invested capital targets when expected, or at all, and EM&T may not achieve the other anticipated strategic and financial benefits of the acquisitions of the Operating Companies.

EM&T 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 EM&T or its stockholders, or at all, when needed.

The development, manufacture, and sale of EM&T’s future battery metals, magnets, and its related products are capital-intensive businesses. EM&T’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 EM&T’s business.

EM&T 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 EM&T’s growth plans, including scaling operations, further research and development, infrastructure improvements, and the introduction of new products or services.

If EM&T 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 EM&T’s financial condition, business prospects, and results of operations.

EM&T’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.

EM&T is expected to operate in a dynamic and evolving industry, and its operating results may experience significant fluctuations, especially on a quarterly basis. EM&T’s quarterly net sales and operating results may vary significantly due to a variety of factors, many of which are beyond EM&T’s control.

Although EM&T 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 EM&T’s battery metals, magnet and rare earth elements, and its related products. If EM&T’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 EM&T’s operating results include:

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

•        The timing of customer qualification of EM&T’s 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 EM&T’s products in key markets like automotive, aerospace, and defense.

•        The introduction of new products by EM&T or its competitors, and how well EM&T’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 EM&T’s facilities or third-party subcontractors, including interruptions due to supply chain disruptions.

•        Changes in manufacturing costs and yield fluctuations.

•        Variations in EM&T’s 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.

EM&T 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, EM&T 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, EM&T’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 EM&T’s operating expenses, any shortfall in forecasted revenue could significantly impact on its financial results, as the EM&T is expected to have limited flexibility to reduce expenses in the short term. As a result, EM&T’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, EM&T’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 EM&T’s stock price.

The expectations for future operating and financial results and market growth of EM&T rely in large part upon assumptions and analyses developed by it. If these assumptions or analyses prove to be incorrect, EM&T’s actual operating results may be materially different from its anticipated results.

EM&T 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 EM&T 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, EM&T’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 EM&T’s control. Future developments may also affect EM&T’s ability to meet its expectations. As discussed further in this prospectus, projected future sales and associated cash flows may not materialize in full, or at all.

Furthermore, EM&T’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 EM&T’s actual results and cause its operating and financial results to fall short of expectations include risks related to EM&T’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 prospectus.

Additionally, expectations for EM&T’s future performance are based on assumptions that are subject to change. These assumptions do not account for shifts in EM&T’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 EM&T’s future financial condition or operating results will align with its expectations, or with those of investors and securities analysts. If EM&T’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 EM&T’s target markets may also prove inaccurate. The expected addressable market for EM&T’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 prospectus, EM&T’s business may not grow at similar rates, which could further affect its financial performance and the market price of EM&T Common Stock.

EM&T 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 expected to 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 midstream 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 EM&T’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 EM&T’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 EM&T’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 EM&T 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 EM&T’s business, impacting its ability to compete on price, maintain market share, and achieve expected revenue growth.

EM&T’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.

EM&T’s expected production and recycling operations are dependent on the efforts of its employees. There is the potential for EM&T’s employees to seek representation as a collective unit in the future. This could lead to labor disputes, work stoppages, or other disruptions in EM&T’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 EM&T expands its operations and develops downstream capabilities, the need for skilled operators, maintenance technicians, engineers, and other specialized personnel will increase significantly.

If EM&T 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 EM&T’s business and financial results.

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

EM&T’s success is heavily dependent on the expertise and leadership of its senior management team and other key personnel. The loss of any member of senior management or key employees could negatively impact EM&T’s operations, strategic direction, and growth. If the services of any of these individuals were no longer available, EM&T may face difficulties in locating, attracting, or hiring qualified replacements on acceptable terms. Failure to retain or promptly replace key personnel could adversely affect EM&T’s business, operations, and overall performance.

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

EM&T 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.

EM&T’s facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, or health epidemics or pandemics.

EM&T’s expected 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 EM&T’s 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 EM&T’s ability to produce and deliver its products.

In the event of major disruptions — such as earthquakes, extreme weather events, pandemics, or system failures — EM&T’s ability to maintain normal operations may be compromised. These events could force EM&T to halt or delay production and shipment of its products, which would lead to increased expenses and operational delays. Furthermore, breakdowns in EM&T’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 EM&T’s control, could have a material adverse impact on EM&T’s business, operating results, and financial condition.

EM&T’s ability to generate revenue may be diminished if substitutes for EM&T’s concentrates, oxides, metals, carbonates, sulfates, 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 EM&T’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 EM&T’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 EM&T’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 EM&T’s market position and revenue potential.

If EM&T 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 EM&T 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 EM&T to run its business. In addition, the law may impose upon EM&T 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.

EM&T 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 EM&T 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 EM&T’s Intellectual Property

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

EM&T may not be able to prevent unauthorized use of its intellectual property, which could harm its business and competitive position. EM&T 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, EM&T 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 EM&T’s 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 EM&T at the Closing or to be issued to EM&T could be challenged, invalidated, unenforceable or circumvented. Monitoring unauthorized use of EM&T’s intellectual property is difficult and costly, and the steps EM&T will take to prevent misappropriation may not be sufficient. From time to time, third-parties may infringe EM&T’s intellectual property rights. Litigation may be necessary to enforce or protect EM&T’s rights or to determine the validity and scope of the rights of others. Any litigation could be unsuccessful, cause EM&T to incur substantial costs, divert resources away from EM&T’s daily operations and result in the impairment of EM&T’s intellectual property. Failure to adequately enforce EM&T’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 EM&T’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, EM&T’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 EM&T’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 EM&T will not have prosecuted its intellectual property. Although EM&T’s ownership of future patents may not be disputed, until the process of updating its filings is complete, EM&T’s intellectual property rights with respect to such patents may not be as strong or as easily enforced. Failure to adequately protect EM&T’s intellectual property rights could result in its competitors using its intellectual property to offer products, and competitors’ ability to design around EM&T’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 EM&T’s competitive advantage and a decrease in its revenue, which would adversely affect EM&T’s business, prospects, financial condition and operating results.

EM&T’s inability to protect its existing and future intellectual property rights could have a material adverse effect on its operations and success.

EM&T 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 EM&T’s current and future intellectual property. Additionally, the patent, trade secret and trademark laws of some countries, or their enforcement, may not protect EM&T’s intellectual property rights to the same extent as the laws of the United States. Failure to protect EM&T’s intellectual property rights may result in the loss of valuable proprietary technologies, which could have a material adverse effect on EM&T’s business, financial condition or operating results. EM&T cannot assure that its intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

If EM&T fails to successfully enforce its intellectual property rights, its competitive position could suffer. EM&T may also be required to spend significant resources to monitor and police its intellectual property rights. Similarly, if EM&T were to infringe on the intellectual property rights of others, its competitive position could suffer.

Furthermore, other companies may duplicate or reverse engineer EM&T’s technologies or design around its patents. In some instances, litigation may be necessary to enforce EM&T’s intellectual property rights and protect its proprietary information, or to defend against claims by third-parties that EM&T’s products infringe their intellectual property rights. Any litigation or claims brought by or against EM&T, whether with or without merit, may incur significant cost and EM&T might not be in the position to finance it. EM&T cannot assure that the outcome of such potential litigation will be in its favor. An adverse determination in any such litigation will impair EM&T’s intellectual property rights and may harm its business, prospects and reputation. In addition, any intellectual property litigation or claims against EM&T 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 EM&T’s business and results of operations.

EM&T 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 EM&T 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 EM&T’s ability to make, use, develop, sell or market its products, which would make it more difficult for EM&T to operate its business. These third-parties may have applied for, been granted, or obtained patents that relate to intellectual property, which competes with EM&T’s intellectual property or technology. This may require EM&T 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 EM&T 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 EM&T generally is expected to enter into confidentiality agreements with its employees and third-parties to protect its intellectual property, EM&T cannot assure you that its confidentiality agreements will not be breached, that they will provide meaningful protection for EM&T’s trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of EM&T’s trade secrets or manufacturing expertise. In addition, EM&T’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.

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

Companies, organizations or individuals, including EM&T’s current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with EM&T’s ability to make, use, develop or sell its products, which could make it more difficult for EM&T to operate its business. From time to time, EM&T may receive inquiries from holders of patents or trademarks inquiring whether EM&T is infringing their proprietary rights and/or seek court declarations that they do not infringe upon EM&T’s intellectual property rights. Companies holding patents or other intellectual property rights relating to recycling and midstream 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 EM&T is determined to have infringed upon a third-party’s intellectual property rights, EM&T 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 EM&T and its failure or inability to obtain a license to the infringed technology, EM&T’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.

EM&T also is expected to license patents and other intellectual property from third parties, and EM&T may face claims that its use of this intellectual property infringes the rights of others. In such cases, EM&T may seek indemnification from its licensors under its license contracts with them. However, EM&T’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.

EM&T’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 EM&T’s ability to prevent others from interfering with its commercialization of its products.

EM&T’s patent applications may not result in issued patents, which may have a material adverse effect on EM&T’s ability to prevent others from commercially exploiting products similar to EM&T’s. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, EM&T 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 EM&T has developed and is developing its technology. In addition to those who may claim priority, any of EM&T’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 EM&T cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if its patent applications succeed and EM&T 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 EM&T 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 EM&T’s patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to EM&T’s. The intellectual property rights of others could also bar EM&T from licensing and exploiting any patents that are issued from its pending applications. In addition, patents issued to EM&T may be infringed upon or designed around by others, and others may obtain patents that EM&T needs to license or design around, either of which would increase costs and may adversely affect EM&T’s business, prospects, financial condition and operating results.

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

Each of the Company’s recently acquired subsidiaries’ historical financial statements have each been prepared under the assumption that the company will continue as a going concern. The independent auditor for each of the Company’s recently acquired subsidiaries has issued a report on the audited financial statement for the years ended December 31, 2025 and December 31, 2024, as applicable, that includes an explanatory paragraph expressing substantial doubt in the subsidiary’s ability to continue as a going concern for one year from the date of such report. The ability of each subsidiary to continue as a going concern, and the combined company to continue as a going concern is dependent on each subsidiary’s ability to obtain additional equity or debt financing or to generate cash flow from operations. Their 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 subsidiary 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 subsidiary is unable to continue as a going concern, investors, including holders of EM&T Common Stock following the closing of the Business Combination, may lose some or all of their investment.

We are dependent upon information technology systems, operational technology, and digital infrastructure to conduct our business, and these systems are subject to cyber threats, disruption, damage, and failure. Any unauthorized access to, disclosure, or theft of confidential, proprietary, or personal information that we gather, store, or use could harm our reputation, disrupt our operations, subject us to claims or litigation, and adversely affect our business, financial condition, or results of operations.

We maintain significant volumes of information necessary to operate our business, including confidential and proprietary information, intellectual property, operational data, financial records, and personal information relating to employees, customers, suppliers, and other counterparties. We rely on information systems and

network infrastructure to operate recycling facilities, manufacturing processes, logistics systems, and financial and accounting functions. Data maintained in digital form is inherently subject to the risk of unauthorized access, modification, exfiltration, destruction, or denial of access, and our systems may be vulnerable to cybersecurity incidents, including malware, ransomware, phishing, social engineering, denial-of-service attacks, insider threats, and other cyberattacks.

We also rely extensively on third-party service providers, cloud platforms, software vendors, and external data systems, including those supporting operational technology at manufacturing and processing facilities. These third parties may be subject to supply chain disruptions, system failures, or cybersecurity breaches, which could impair the availability or integrity of systems on which we depend. In certain circumstances, we provide confidential, proprietary, or personal information to third parties in order to pursue business objectives. While we seek contractual assurances regarding data protection and, where appropriate, monitor vendor security practices, we cannot guarantee that third parties will not experience cybersecurity incidents or that our information will not be compromised.

We seek to maintain information security programs and internal controls designed to identify, assess, and mitigate cybersecurity risks. However, developing and maintaining effective cybersecurity programs is costly, requires ongoing monitoring and investment, and must continually evolve to address emerging threats and vulnerabilities. Cyber threats are becoming increasingly sophisticated, including through the use of artificial intelligence, automation, and advanced social engineering techniques, and we may not be able to anticipate or prevent all forms of attack. As a result, the risk of unauthorized access to or compromise of our systems and data cannot be eliminated, and a material cybersecurity incident could occur despite our efforts.

If our information systems, operational technology, or data are compromised in a material way, our ability to operate our facilities, manage supply chains, conduct financial reporting, or protect proprietary technologies may be impaired. We could experience operational disruptions, production delays, equipment malfunctions, inaccurate recordkeeping, loss of intellectual property, or interruption of customer or supplier relationships. In addition, if personal information of employees or other individuals is misappropriated, we may suffer reputational harm, loss of employee trust or morale, increased regulatory scrutiny, and exposure to litigation, fines, penalties, or remediation costs.

Cybersecurity incidents could also require significant management time and resources to investigate, contain, remediate, and restore affected systems, and may require disclosure to regulators, customers, and counterparties. Our insurance coverage may not be sufficient to cover all losses, damages, or liabilities associated with cybersecurity incidents, and coverage may be subject to exclusions, deductibles, or coverage limits.

Techniques used to gain unauthorized access to or disrupt information systems are under continuous and rapid evolution, and we may not detect all threats in advance or be able to respond effectively to all incidents. As cyber threats continue to evolve, we may be required to incur substantial additional costs to enhance our security measures, modify systems and processes, or respond to and remediate vulnerabilities or incidents. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, or prospects.

Additional Risks Related to this Offering and the EM&T Common Stock

The price of the EM&T Common Stock may be volatile.

The price of the EM&T Common Stock may fluctuate due to a variety of factors, including:

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

•        developments involving EM&T’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 EM&T’s quarterly or annual operating results;

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

•        the public’s reaction to EM&T’s press releases, its other public announcements and its filings with the SEC;

•        actions by stockholders;

•        additions and departures of key personnel;

•        commencement of, or involvement in, litigation involving EM&T;

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

•        the volume of shares of EM&T 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 EM&T Common Stock regardless of the operating performance of EM&T.

Our failure to meet the continued listing requirements of The Nasdaq Global Market could result in a delisting of EM&T Common Stock.

EM&T Common Stock is currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of The Nasdaq Global Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders’ equity requirement, Nasdaq may take steps to delist the EM&T Common Stock. Any delisting would likely have a negative effect on the price of the EM&T Common Stock and would impair stockholders’ ability to sell or purchase their EM&T Common Stock when they wish to do so.

In addition, we cannot assure you our securities will meet the continued listing requirements to be listed on Nasdaq in the future. If Nasdaq delists our common stock from trading on its exchange, we could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

•        a limited amount of news and analyst coverage for our company; and

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

If we fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Global Market and Nasdaq determines to delist the EM&T Common Stock, the delisting could adversely affect the market liquidity of the EM&T Common Stock, our ability to obtain financing to repay debt and fund our operations.

If we fail to timely file our periodic reports with the SEC or regain compliance with Nasdaq’s continued listing requirements, our securities may be delisted from Nasdaq, which could adversely affect the liquidity and market price of our securities.

On May 21, 2026, we received a notice from Nasdaq notifying the Company that as it had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer complies with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC. The Company filed the Form 10-Q on May 22, 2026, thereby curing the deficiency described in the Notice. On May 26, 2026, the Company received notice from Nasdaq that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter is now closed. However, there can be no assurance that we will remain in compliance with Nasdaq’s continued listing requirements in the future. If we fail to timely file future periodic reports with the SEC or otherwise fail to satisfy Nasdaq’s continued listing requirements, Nasdaq may commence delisting proceedings. Any delisting of our securities could materially impair the liquidity and market price of our securities, reduce our ability to raise capital, and adversely affect our business and financial condition.

EM&T is 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 EM&T relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

David Wilcox, the Executive Chairman of the Board of Directors of EM&T, indirectly beneficially owns 416,436,066 shares of Common Stock held by The Zeus Trust, UA dated April 15, 2025, where Mr. Wilcox serves as the trustee of the trust, representing approximately 70.18% of the voting power of the outstanding EM&T Common Stock, and, therefore controls a majority of the voting power of EM&T outstanding common stock. EM&T is a “controlled company” within the meaning of applicable rules of Nasdaq. 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 EM&T does not intend to rely on these exemptions, EM&T may use these exemptions now or in the future. As a result, EM&T’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

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

EM&T 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 EM&T’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 EM&T Common Stock unless you sell EM&T Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

EM&T Common Stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

EM&T Common Stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below US$5.00) in the future. If we are unable to maintain our listing on Nasdaq and EM&T Common Stock is no longer listed on the Nasdaq, unless we maintain a per-share price above US$5.00, EM&T Common Stock will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

•        If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

•        If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell EM&T Common Stock and may affect your ability to resell EM&T Common Stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, EM&T Common Stock will not be classified as a “penny stock” in the future.

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

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

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

The market price of EM&T 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. EM&T may be the target of this type of litigation and investigation, or past investigations and litigation may resurface in the future. Securities litigation against EM&T could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of the EM&T Common Stock may cause the market price of the EM&T Common Stock to drop significantly, even if EM&T’s business is doing well.

The 481,264,892 shares held by the Sponsor, certain of the Sponsor Persons, the EM Equityholder and the Equityholders of the Korean Companies 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 Shareholder Lock-Up Agreements in connection with the recently closed business combination of EM&T 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), including this registration statement, are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in EM&T’s share price or the market price of EM&T Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Future sales or other dilution of our equity could adversely affect the market price of EM&T Common Stock.

EM&T intends on growing its business organically as well as through acquisitions. One method of acquiring companies or otherwise raising capital is through the issuance of additional equity securities. The issuance of any additional shares of EM&T Common Stock or of preferred stock or convertible securities could be substantially dilutive to holders of EM&T Common Stock. Moreover, to the extent that we issue restricted stock units, performance stock units, options or warrants to purchase shares of EM&T Common Stock in the future and those options or warrants are exercised or as the restricted stock units or performance stock units vest, our stockholders may experience further dilution. Holders of EM&T Common Stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our common stock could decline as a result of sales of shares of EM&T Common Stock or the perception that such sales could occur.

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

EM&T is an emerging growth company, as defined in the JOBS Act. For as long as EM&T 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. EM&T 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 EM&T has total annual gross revenue of at least $1.235 billion or (c) in which EM&T is deemed to be a large accelerated filer, which means the market value of shares of the EM&T Common Stock that are held by non-affiliates exceeds $700.0 million as of the prior June 30, and (2) the date on which EM&T 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. EM&T expects to use this extended transition period for complying with new or revised accounting standards and, therefore, EM&T will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

EM&T is also a “smaller reporting company” as defined in the Exchange Act. Even after EM&T 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 EM&T’s periodic reports and proxy statements.

EM&T is able 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.

EM&T 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 EM&T Common Stock less attractive as a result, there may be a less active trading market for the EM&T 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 EM&T’s business operations.

As a public company, EM&T is 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, EM&T will

incur significant legal, accounting and other expenses. EM&T’s entire management team and many of its other employees need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

These rules and regulations result in EM&T incurring substantial legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for EM&T to obtain director and officer liability insurance, and EM&T 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 EM&T to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

Each of the recently acquired subsidiaries in connection with the Business Combination with EM&T 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 subsidiaries’ and EM&T’s consolidated financial statements and have other adverse consequences.

In the course of preparing the financial statements that are included in this prospectus, management of each of the recently acquired subsidiaries in connection with the Business Combination with EM&T has identified one or more material weaknesses in internal control over financial reporting. Specifically, (i) EM’s management identified material weaknesses in the Company’s internal control over financial reporting arising from a lack of sufficient accounting personnel with appropriate experience and technical expertise to design, implement, and operate effective controls; the absence of formalized internal control policies and procedures over financial reporting processes; ineffective controls over the valuation of derivative liabilities; ineffective controls over the completeness and accuracy of accrued expenses; ineffective controls over the recognition of interest income, including the assessment of nonaccrual status; and (ii) 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 of EM&T concluded that the applicable material weakness or weaknesses are due to the fact that, prior to the consummation of the Business Combination, such subsidiaries were private companies with limited resources and did 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 subsidiaries’ financial statements would not be prevented or detected on a timely basis. These deficiencies could result in misstatements to such subsidiaries’ financial statements that would be material and would not be prevented or detected on a timely basis.

It may take EM&T time to develop the requisite internal control framework. EM&T’s management may conclude that its internal control over financial reporting is not effective, or the level at which EM&T’s controls are documented, designed, or reviewed is not adequate. In addition, the reporting obligations may place a significant strain on EM&T’s management, operational and financial resources and systems for the foreseeable future. EM&T may be unable to complete its evaluation testing and any required remediation in a timely manner.

While EM&T intends to implement measures to remediate the material weaknesses in the subsidiaries’ 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 EM&T’s management designs and implements effective controls that operate for a sufficient period of time and EM&T’s management has concluded, through testing, that these controls are effective. EM&T’s management will monitor the effectiveness of EM&T’s remediation plans and make changes EM&T’s management determines to be appropriate.

If not remediated, these material weaknesses could result in material misstatements to EM&T’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 EM&T is unable to assert that its internal control over financial reporting is effective, or if required in the future, if EM&T’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 EM&T’s financial reports, the market price of EM&T Common Stock could be adversely affected and EM&T could become subject to litigation or investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

Our certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of EM&T, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of EM&T to EM&T or EM&T’s stockholders, (iii) any action asserting a claim against EM&T, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iii) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the 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), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under the Exchange Act or the Securities Act for which, unless EM&T consents in writing to the selection of an alternative forum, 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 exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction. 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 our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, a court could find these provisions of our certificate of incorporation to be inapplicable or unenforceable in respect of one or more of the specified types of actions or proceedings, which may require us to incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

An active market for our securities may not develop and the market price of our Common Stock may decline which would adversely affect the liquidity and price of our securities.

On January 5, 2026, EM&T became a publicly traded company through its business combination with Welsbach Technology Metals Acquisition Corp. (“WTMA”), a special purpose acquisition company. In connection with the closing of the Business Combination, WTMA changed its name to Evolution Metals & Technologies Corp. and our Common Stock commenced trading on the Nasdaq Global Market on January 6, 2026 under the ticker symbol “EMAT.” The price of our securities may vary significantly due to factors specific to the Company as well as to general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Additionally, the market price of our Common Stock may decline as a result of the Business Combination for a number of reasons including if:

•        investors react negatively to the prospects of our business and the prospects of the Business Combination;

•        the effect of the Business Combination on our business and prospects is not consistent with the expectations of financial or industry analysts; or

•        We do not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

Holders of our securities may face significant restrictions on the resale of our securities due to state “Blue Sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state. We do not know whether our Common Stock will be registered or exempt from registration under the laws of any state. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our Common Stock. You should therefore consider the resale market for our Common Stock to be limited, as you may be unable to resell your Common Stock without the significant expense of state registration or qualification.

Substantial future sales of shares of our Common Stock could cause the market price of our Common Stock to decline.

The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

The Selling Securityholder may sell a large number of shares, resulting in substantial diminution to the value of shares held by existing stockholders.

The Selling Securityholder may sell a large number of the Conversion Shares that it acquires upon conversion of the Convertible Debentures. As a result, existing stockholders and new investors could experience substantial diminution in the value of their shares of the Company’s Common Stock. Additionally, we do not have the right to control the timing and amount of any sales by the Selling Securityholder.

The issuance of shares of our Common Stock to the Selling Securityholder upon conversion of the Convertible Debentures, may result in dilution of holders of our Common Stock and have a negative impact on the market price of our Common Stock.

Pursuant to the Securities Purchase Agreement with the Selling Securityholder, the Company agreed to issue and sell to the Selling Securityholder Convertible Debentures in the aggregate principal amount of up to $100,000,000, which will be convertible into shares of the Common Stock. The First Debenture in the principal amount of $20,000,000 was issued on May 7, 2026. The second Convertible Debenture in the principal amount of $5,775,000 is expected to be issued upon effectiveness of this Registration Statement on Form S-1. Additionally, pursuant to the Securities Purchase Agreement, up to $74,225,000 in Convertible Debentures shall be purchased in subsequent tranches from time to time upon the mutual agreement of the Company and the Selling Securityholder.

Each Convertible Debentures will have a purchase price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price equal to the lower of $12.09 or 95% of the lowest daily volume-weighted average price (“VWAP”) during the 5 consecutive trading days immediately preceding the conversion date, however, the conversion price will not be lower than $1.86 (the “Floor Price”). The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures held by the Selling Securityholder if the issuance of such Conversion Shares would exceed the aggregate number of Common Stock that the Company may issue in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market (the “Exchange Cap”). The Exchange Cap will not apply if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount. In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.

Without giving effect to any other potential future issuance other than pursuant to the Convertible Debentures and assuming that (a) the full amounts with respect to the conversion of the Convertible Debentures are paid in shares of our Common Stock (without giving effect to the interest and fees accrued thereunder) and (b) the

Conversion Price at which we issue shares is the Floor Price, such issuances could represent in the aggregate approximately 53 million shares of Common Stock or approximately 9.06% of the total number of shares of Common Stock outstanding as of July 7, 2026, after giving effect to only such issuances. The timing and frequency at which we issue shares of Common Stock under the Convertible Debentures is subject to the Selling Securityholder’s decision to convert the Convertible Debentures into shares of Common Stock. The issuance of shares of our Common Stock to the Selling Securityholder upon conversion of the Convertible Debentures, may result in dilution of holders of our Common Stock and have a negative impact on the market price of our Common Stock.

Investors who buy shares of Common Stock from the Selling Securityholder at different times will likely pay different prices.

The Selling Securityholder may resell all, some or none of their shares of the Company’s Common Stock at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase shares from the Selling Securityholder at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Securityholder.

Risks Related to EM&T’s Technology, Products and Manufacturing

EM&T 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 EM&T to liability and increased costs (any of which could have a material adverse effect on EM&T’s business, financial condition and results of operations).

EM&T’s processes involve the controlled use of chemicals, including flammable and combustible materials that are potentially hazardous. As a result, EM&T’s operations, including processing activities related to the recovery of materials from lithium-ion batteries and e-scrap including, among other things, the lithium-ion battery recycling process, are 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 EM&T’s recycling or production processes could result in delivery delays, scheduling problems, increased costs or production interruption, which, in turn, may result in its customers deciding to utilize EM&T’s competitors.

Notwithstanding EM&T’s plans for extensive safety procedures and training, the risk of injury or property damage will not be completely eliminated. While EM&T expects to maintain adequate insurance coverage, EM&T cannot guarantee that it will be able to maintain adequate insurance at reasonable rates or that its insurance coverage will be adequate to cover claims that may arise. Any incident involving the batteries processed by EM&T could lead to lawsuits, recalls, or redesign efforts, all of which would be time-consuming, costly, and could damage EM&T’s brand image and reputation. In the event of an incident or accident, EM&T’s business could be disrupted and EM&T could be liable for damages, and any such liability could exceed EM&T’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 EM&T’s facilities, including, among others, our planned 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.

EM&T’s success will depend on its ability to manufacture its products, including concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (pCAM), magnets, and their related products, economically, at scale, with high quality, and in accordance with customer specifications.

EM&T’s 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. This includes securing reliable access to critical spent inputs — such as lithium-ion batteries and e-scrap containing rare earths

and precious metals — and efficiently converting those materials into high-value products at commercial scale. EM&T 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.

EM&T has limited experience in large-scale production of these materials and products, and there is no certainty that the technologies it uses will result in efficient, automated, low-cost manufacturing processes capable of meeting the necessary quality, price, design, and production standards. Even if EM&T 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 EM&T 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 EM&T 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 EM&T’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, EM&T’s financial condition, cash flows, and results of operations could be materially and adversely affected.

EM&T’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.

EM&T’s 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, EM&T 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 EM&T’s target customers decide not to place substantial orders, or fail to order products at all, this could negatively impact EM&T’s business, prospects, and financial performance.

Additionally, some customers may require contractual protections, such as price reductions or compensation, obligating EM&T 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 EM&T 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 EM&T’s business, prospects, operating results, and financial condition.

EM&T may not be able to negotiate material agreements necessary for the operation of its business on satisfactory terms, or at all.

EM&T 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 EM&T’s business, results of operations and financial condition. EM&T expects to rely on third-party suppliers and manufacturers for the purchase of lithium-ion batteries and other battery-related materials. If EM&T or its affiliates are unable to negotiate definitive supply agreements or transaction confirmations with such suppliers on acceptable terms, or if counterparties fail to perform under such agreements, EM&T’s ability to maintain consistent production and meet customer demand may be impaired.

If critical components or raw materials used to manufacture EM&T’s products become scarce or unavailable, it could lead to manufacturing delays and harm EM&T’s business.

EM&T, along with its contract manufacturers, relies 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. EM&T does not have long-term agreements with its suppliers, meaning they will not be obligated to continue providing the materials or components EM&T requires. This reliance presents significant risks and uncertainties, as EM&T 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 12 months, depending on supplier conditions, contract terms, and market demand. Periodically, EM&T may face unreliable access to essential supplies, and shortages could delay order fulfillment. As demand for these components rises, prices may increase, further impacting EM&T’s supply chain.

If EM&T or its contract manufacturers cannot source raw materials and components in the required quantities, quality, or at acceptable prices, EM&T 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 EM&T’s business, operating results, and financial condition. Moreover, if suppliers are unable or unwilling to provide critical materials, EM&T may need to find alternative suppliers or redesign its products to accommodate different components, likely causing delays in manufacturing and shipping.

EM&T’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 EM&T’s business, results of operations, and financial condition.

The impact of the conflict in Ukraine and geopolitical instability in the Middle East, including tensions involving Iran, on the global economy, energy and commodity supplies and raw materials is uncertain and may negatively impact EM&T’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. In addition, escalating tensions and conflicts in the Middle East, including conflicts involving Iran and its regional counterparts, have increased geopolitical instability and have contributed to volatility in global energy markets, shipping routes, and commodity prices. While EM&T’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, Ukraine, Iran, or other countries directly involved in these conflicts, EM&T 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.

These geopolitical conflicts and tensions may disrupt global trade flows, increase shipping and insurance costs, and contribute to higher energy prices and inflationary pressures. For example, instability in the Middle East could affect global oil and natural gas markets, disrupt key maritime trade routes, or trigger additional sanctions or trade restrictions, which in turn could increase EM&T’s operational costs or disrupt the availability and pricing of raw materials and critical minerals used in its operations.

Similarly, the conflict in Ukraine has led to increased inflation, escalating energy and commodity prices, and a constrained availability of certain raw materials, all of which could increase EM&T’s operational costs. EM&T 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 EM&T’s business, financial condition, results of operations, or cash flows.

To the extent that the conflict in Ukraine or instability involving Iran and the broader Middle East, adversely affects EM&T’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 EM&T’s battery metals, magnets and rare earth elements, and its related products, or general market conditions. Any of these factors could negatively impact EM&T’s business, financial condition, results of operations, or cash flows.

EM&T’s profitability may depend on achieving cost reductions through scaling up manufacturing of its products, and failure to do so could materially affect its business.

EM&T 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, EM&T 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 EM&T 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 EM&T will achieve significant reductions in labor and machinery costs typically associated with higher production levels. Failure to realize these cost reductions could negatively impact EM&T’s profitability and overall financial performance.

EM&T’s expansion plans include complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.

As EM&T 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 EM&T’s ability to fund these complex construction projects depends on securing adequate financial resources.

There is no assurance that EM&T will complete these plant construction projects within the projected budget, as unforeseen technical and construction challenges could significantly increase costs. Additionally, EM&T cannot guarantee that these projects will be completed on schedule due to potential delays, cost overruns, permitting issues, or construction difficulties. Furthermore, there is no certainty that the anticipated benefits of these new plants, such as increased production capacity or operational efficiencies, will be realized as expected.

Any significant delays, cost increases, or unforeseen challenges in completing the construction of new plants could prevent EM&T from scaling its operations as planned, which may negatively impact EM&T’s financial condition, customer confidence, and operating results.

Any acquisitions EM&T undertakes may disrupt its business, adversely affect its operations, dilute its stockholders, and expose it to significant costs and liabilities.

Acquisitions are expected to be a key element of EM&T’s business strategy, and EM&T expects to pursue acquisitions to increase revenue, expand its market position, enhance its product and service offerings, and improve its technological capabilities. These acquisitions may also be driven by dynamic market conditions or other strategic and financial goals. However, there is no guarantee that EM&T will identify suitable acquisition targets or successfully complete acquisitions on favorable terms, or at all. Additionally, any acquisitions EM&T does complete could involve several risks, including:

•        The identification, acquisition, and integration of acquired businesses require significant management attention. This diversion of focus, along with challenges in the integration process, could negatively impact EM&T’s business.

•        Acquisitions demand considerable investment, including evaluating which new product and service offerings to acquire, aligning offerings, expanding management capabilities, and improving market presence and technological features.

•        Anticipated benefits from acquisitions may not be fully realized, due to loss of clients or personnel from the acquired business, difficulties in transitioning and supporting clients, failure to achieve expected synergies, or negative organizational effects from integrating new personnel.

•        EM&T may encounter difficulties in integrating personnel, technologies, operations, and existing contracts from the acquired business.

•        EM&T may fail to identify all problems, liabilities, or challenges associated with the acquired business, including intellectual property issues, regulatory compliance, revenue recognition practices, or employee and client concerns.

•        To fund future acquisitions, EM&T may issue additional shares of common stock or pay cash. Issuing shares could dilute current stockholders, while using cash reserves could limit EM&T’s ability to pursue other opportunities. Borrowing funds for cash purchases would increase fixed obligations and potentially impose covenants or restrictions on EM&T’s operations.

•        Acquisitions expose EM&T to assumed known and unknown liabilities, such as contractual, tax, regulatory, and legal obligations from the acquired business, for which indemnities or insurance may be insufficient or unavailable.

•        New acquisitions may generate significant intangible assets, leading to substantial amortization charges and possible impairments.

•        The operations of acquired businesses may require different accounting methodologies, assumptions, and estimates than those used by EM&T, complicating financial statements and increasing the risk of accounting errors or audit complexities.

•        Acquired businesses may lack sufficient internal controls, requiring remediation efforts by EM&T. Integrating these businesses may also require enhancements to EM&T’s internal controls, increasing administrative expenses and the risk of non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

•        Acquisitions can sometimes result in disputes with former owners of the acquired company, leading to increased legal expenses, management distractions, and the risk of adverse legal outcomes if EM&T is not the prevailing party.

EM&T’s foreign operations expose EM&T to additional business, financial, regulatory and geopolitical risks, and any adverse event could have a material adverse effect on its results of operations.

EM&T primarily operates in the U.S. and Korea, but its business relationships (customers and suppliers) are expected to span more than five countries, including the U.S., Korea, and several European, Asian, and African nations. EM&T may explore opportunities to expand into new geographic markets and introduce new products. EM&T may also acquire businesses or product lines that strengthen its market position, allow entry into attractive markets, expand technological capabilities, or provide synergistic opportunities.

However, EM&T has limited experience operating outside of its core markets, including the U.S. and Korea. Expanding internationally will require additional resources, infrastructure, and controls, including new manufacturing and assembly facilities. Each new market that EM&T enters may present different characteristics, and success will depend on EM&T’s ability to adapt to these differences. Furthermore, international expansion could expose EM&T’s business to a range of risks, including:

•        Compliance with multiple, potentially conflicting and evolving governmental laws, regulations, and permitting processes, including trade, labor, environmental, banking, employment, privacy, and data protection laws, such as the EU Data Privacy Directive, as well as tariffs, export quotas, customs duties, and other trade restrictions.

•        Adherence to U.S. and foreign anti-bribery laws, including the Foreign Corrupt Practices Act (“FCPA”).

•        Challenges in collecting payments in foreign currencies and managing foreign currency exposure.

•        Longer payment cycles in certain countries, along with difficulties in enforcing contracts and collecting receivables.

•        Complexities in complying with conflicting and changing tax laws across jurisdictions where EM&T operates, as well as the consequences of changes in U.S. tax laws related to international operations.

•        Insufficient protection of proprietary rights in some countries compared to U.S. laws, potentially limiting EM&T’s ability to safeguard its intellectual property.

•        Local laws and business practices that may favor domestic competitors or restrict foreign ownership of certain businesses.

•        Varying regional economic and political conditions.

•        The need to conform to local business customs, including translating materials into foreign languages and associated costs.

•        Reduced availability of government incentives and subsidies in some regions.

•        The need for changes to EM&T’s established business model to fit local markets.

•        Fluctuations in the cost of alternative power sources outside the U.S.

•        Challenges in staffing and managing foreign operations, coupled with higher travel, infrastructure, legal, and compliance costs associated with international business.

•        Unique customer installation challenges in unfamiliar markets, which may require tailored solutions for each country.

•        Differing demand levels across EM&T’s diverse customer base, including commercial and industrial customers, utilities, and independent power producers.

•        Restrictions on the repatriation of earnings.

These risks, along with other unforeseen challenges, could negatively impact the success of EM&T’s international expansion efforts, adversely affecting its results of operations and profitability.

Additionally, instability or disruption in key geographic regions — whether due to war, terrorism, civil unrest, natural disasters, or other factors — could adversely impact EM&T’s business. For example, the ongoing conflict between Russia and Ukraine, which began in February 2022, has led to severe sanctions and export controls imposed by the U.S. and other governments where EM&T plans to operate. The broader consequences of the conflict are difficult to predict but could include further sanctions, regional instability, supply chain disruptions, and adverse effects on macroeconomic conditions, currency exchange rates, and financial markets — all of which could negatively affect EM&T’s business or results of operations.

Exchange rate fluctuations may materially affect EM&T’s results of operations and financial conditions.

Fluctuations in exchange rates, particularly between the U.S. dollar, Korean won, and the euro, may adversely affect EM&T. EM&T’s business may be affected by fluctuations in exchange rates, which may have a significant impact on EM&T’s results of operations and cash flows from period to period.

EM&T is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws could subject EM&T to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect EM&T’s business, prospects, financial condition and results of operations and also its reputation.

EM&T is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which EM conducts or in the future may conduct activities, including the FCPA and other anti-corruption laws and regulations, including in foreign jurisdictions. The FCPA will prohibit EM&T and its officers, directors, employees and business partners acting on EM&T’s behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations in the U.S. or foreign jurisdictions could materially and adversely affect EM&T’s business, financial condition and results of operations and also its reputation. Although EM&T’s policies and procedures are expected to be designed to ensure compliance with these regulations may not be sufficient and EM&T’s directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which EM&T may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject EM&T to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect EM&T’s business, prospects, financial condition and results of operations and also its reputation. In addition, changes in economic sanctions laws in the future could adversely impact EM&T’s business and investments in its securities.

Cybersecurity breaches or information technology disruptions could impact EM&T’s business and operations.

EM&T’s information technology systems could be breached by outside parties’ intent on extracting information or disrupting business processes. EM&T’s systems are expected to contain critical information about its business, including intellectual property and confidential information of its customers, suppliers and

PRIVATE PLACEMENT

The registration statement of which this prospectus forms a part registers the resale by the Selling Securityholder of up to 5,400,000 shares of Common Stock that can be issued upon the conversion of the Convertible Debentures.

On May 7, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, LTD. (the “Selling Securityholder”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to the Selling Securityholder convertible debentures in the aggregate principal amount of up to $100,000,000 (the “Convertible Debentures” and each a “Convertible Debenture”), which will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and as converted, the “Conversion Shares”).

The first Convertible Debenture (the “First Debenture”) in the principal amount of $20,000,000 was issued on May 7, 2026. The second Convertible Debenture in the principal amount of $5,775,000 is expected to be issued upon effectiveness of this Registration Statement on Form S-1. Additionally, pursuant to the Securities Purchase Agreement, up to $74,225,000 in Convertible Debentures shall be purchased in subsequent tranches from time to time upon the mutual agreement of the Company and the Selling Securityholder.

Each Convertible Debentures will have a purchase price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price equal to the lower of $12.09 or 95% of the lowest daily volume-weighted average price (“VWAP”) during the 5 consecutive trading days immediately preceding the conversion date, however, the conversion price will not be lower than $1.86 (the “Floor Price”). The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures held by the Selling Securityholder if the issuance of such Conversion Shares would exceed the aggregate number of Common Stock that the Company may issue in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market (the “Exchange Cap”). The Exchange Cap will not apply if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount. In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.

The First Debenture bears interest at an annual rate of 5.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.0%. The Convertible Debentures will mature on November 7, 2027.

The Company will not be required to make monthly cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been repaid. An “Amortization Event” means (i) the VWAP of the Company’s Common Stock is lower than the Floor Price for any five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange Cap or (iii) the Selling Securityholder is unable to use the Registration Statement, as such term is defined below, for a period of 10 consecutive trading days.

The monthly cash payments will be in an amount equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount), plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will commence 7 days following the Amortization Event.

The Securities Purchase Agreement includes customary registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and development initiatives.

On May 7, 2026, pursuant to the Securities Purchase Agreement, the Company and the Selling Securityholder entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Selling Securityholder is entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Rights Agreement, the Company is required to, on the 30th calendar day following

USE OF PROCEEDS

All of the shares of Common Stock offered by the Selling Securityholder pursuant to this prospectus will be sold by the Selling Securityholder for its respective account. We will not receive any of the proceeds from these sales. The Selling Securityholder will pay any underwriting discounts, selling commissions or transfer taxes incurred in disposing of such shares of Common Stock and the expenses of any attorney or other advisor they decide to employ. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus. These may include, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws and the fees and disbursements of our counsel and of our independent registered public accounting firm and reasonable fees.

DETERMINATION OF OFFERING PRICE

Our Common Stock is currently listed on the Nasdaq Global Market under the symbol “EMAT.” Sales of Common Stock by the Selling Securityholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The Selling Securityholder may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholder, the purchasers of the Common Stock, or both. If required, the number of Common Stock to be sold, the public offering price of those shares of Common Stock, the names of any underwriters, broker-dealers or agents and any applicable commission or discount will be included in a supplement to this prospectus, called a prospectus supplement. Because all of the Common Stock offered under this prospectus are being offered by the Selling Securityholder, we cannot currently determine the price or prices at which the Common Stock may be sold under this prospectus.

MARKET PRICE AND DIVIDEND INFORMATION

Market Information

The Company’s securities were previously traded under the symbols of its predecessor, Welsbach Technology Metals Acquisition Corp. (“WTMA”), on Nasdaq. WTMA’s units (each consisting of one share of common stock and one-half of one warrant), common stock, and rights were listed under the symbols “WTMAU,” “WTMA,” and “WTMAR,” respectively. At the effective time of the Business Combination between WTMA and Evolution Metals, each WTMA unit automatically separated into its component securities and ceased trading as a separate security.

Upon completion of the Business Combination, the combined company, Evolution Metals & Technologies Corp. (“EM&T”), began trading on Nasdaq under the symbol “EMAT” for its Common Stock.

EM&T’s Common Stock has been publicly traded only for a limited period following the completion of the Business Combination. Accordingly, there was no established public trading market for EM&T’s Common Stock prior to that time.

On July 7, 2026, the last reported sale price of our Common Stock was $5.77 per share. As of July 7, 2026, EM&T had 621,790,646 shares of common stock issued and outstanding, held of record by 98 holders.

Dividends

EM&T has not paid any cash dividends on its Common Stock to date. EM&T currently intends to retain any future earnings, if any, to fund operations, support expansion, and service debt obligations, and therefore does not anticipate declaring or paying cash dividends in the foreseeable future. Any future determination to declare and pay dividends will be at the discretion of EM&T’s Board of Directors and will depend on, among other factors, EM&T’s results of operations, financial condition, cash requirements, contractual restrictions, and other considerations that the Board may deem relevant. In addition, EM&T’s ability to pay dividends may be restricted by covenants under existing or future indebtedness incurred by EM&T or its subsidiaries.

Securities Authorized for Issuance Under Equity Compensation Plans

At the September 2, 2025, Special Meeting, WTMA stockholders confirmed their approval and adoption of the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (the “Equity Incentive Plan”), which the WTMA stockholders previously approved and adopted at the special meeting of WTMA stockholders held on June 26, 2025 (the “June Special Meeting”). The Equity Incentive Plan became effective upon the Closing Date. The Equity Incentive Plan allows the Company to make equity and equity-based incentive awards, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, and certain other awards based on or related to shares of EMAT Common Stock, to officers, employees, directors and consultants.

225,000,000 shares of Common Stock are initially available for issuance or transfer pursuant to awards under the Equity Incentive Plan. On January 1st of each calendar year commencing January 1, 2026 and ending January 1, 2035, an additional number of shares of Common Stock will become available under the Equity Incentive Plan, with each such annual increase equal to the lesser of (A) 3% of the number of shares of Common Stock outstanding on December 31st of the immediately preceding calendar year, or (B) such lesser number of shares of Common Stock as determined by the EM&T board of directors or the compensation committee of such board (the “Share Pool.) The Share Pool is subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, reverse stock split, other similar change in the corporate structure of EM&T, or other corporate transaction or event having an effect similar to any of the foregoing, as further described in the Equity Incentive Plan (each, an “Adjustment Event”). The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed 225,000,000, as adjusted for Adjustment Events in accordance with the terms of the Equity Incentive Plan.

At the fiscal year ended December 31, 2025, there were no outstanding equity awards under the Equity Incentive Plan.

INFORMATION ABOUT KCM

Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our”, “KCM” refer to the business of KCM and its subsidiaries.

All Korean Won (KRW) figures in this section have been converted to United States Dollars (USD) at an average daily exchange rate of USD/KRW 1,422.0 for the year ended December 31, 2025 and USD/KRW 1,363.98 for the year ended December 31, 2024.

Share Exchange Agreement

On February 10, 2025, EM entered into a definitive share exchange agreement to acquire KCM, which was amended on March 31, 2025. The closing of the KCM acquisition occurred concurrently with the consummation of the Business Combination on January 5, 2026, at which time KCM became a wholly owned indirect subsidiary of EM LLC through Korea DRE.

Our Business

KCM specializes in producing rare earth metals and alloys which play a crucial role in the production of rare earth magnets. These magnets are essential for various advanced technologies such as electric vehicles, wind turbines, and consumer electronics. KCM is involved in sourcing and processing rare earth elements, refining them into high-purity metals, and creating specialized alloys like neodymium-iron-boron (“NdFeB”) and samarium-cobalt (“SmCo”). These alloys are then transformed into magnet powders and sold downstream to be refined directly into bonded and sintered magnets. KCM collaborates closely with magnet manufacturers to ensure the materials meet specific performance standards, conducting rigorous quality control and testing to maintain high levels of purity, magnetic strength, and stability.

In addition to production, KCM is committed to sustainability and innovation, investing in research and development to create new materials and more environmentally friendly processes. It manages a global supply chain to ensure a steady flow of rare earth materials to key markets, while also engaging in strategic partnerships and collaborations with industry stakeholders and governments. Through these efforts, the company not only supports the rare earth magnet manufacturing industry, but also contributes to the advancement of green technologies and high-performance applications worldwide.

KCM — Overview

KCM was established in 2021 under the laws of Korea. KCM is a company specializing in rare earths metal/alloy production, a crucial component for rare earth magnet applications.

KCM has the state of the art technology and a global sales network to collaborate with downstream value chains of rare earth magnet manufacturing, including rare earth metals, rare earth alloys, rare earth magnet powders and bonded/sintered magnet producers.

Our Company

KCM was founded in 2021 to meet the growing global demand for advanced technologies that rely on rare earth magnets.

Rare earth elements are relatively scarce and challenging to extract and process. KCM was established to create a reliable and controlled supply of these critical materials, reducing dependence on foreign sources and enhancing national and industrial security. KCM has positioned itself to play a vital role in supporting economic growth, technological progress, and sustainability efforts globally through the supply of materials that support magnet creation.

Originally founded and now headquartered in South Korea, the Company believes it is one of the suppliers capable of producing rare earth alloy (NdFeB) powders in Korea.

Highlights

•        Market Growth:    Rapid expansion of electrification, particularly in automotive industry and increased demand for renewable energy which is expected to drive demand for magnets technologies. KCM has established dependable proprietary technology to develop high-purity metals.

•        Cutting-Edge Technology:    KCM utilizes advanced proprietary processes for refining, and alloying rare earth elements, ensuring the production of high-purity metals and alloys essential for rare earth magnets.

•        Global Supply Chain Integration:    With a robust global sales and distribution network, KCM ensures a reliable supply of rare earth materials to key markets, supporting industries like renewable energy, automotive, and electronics.

•        Strategic Industry Collaboration:    KCM works closely with magnet manufacturers and downstream partners, providing customized materials that meet specific performance requirements, and enabling the development of high-performance products.

KCM Strategy

•        Expansion of Production Capacity:    Scale operations by investing in existing refining facilities allows KCM to increase the production of rare earth metals and alloys to meet growing global demand.

•        Diversification of Product Portfolio:    Research and develop new rare earth alloys tailored for emerging applications, such as next-generation electric vehicles, robotics, and renewable energy technologies.

•        Expand into Adjacent Markets:    Explore opportunities in related markets, such as energy storage, medical devices, and aerospace, where rare earth materials are increasingly important but where we do not currently supply.

•        Strengthening Supply Chain and Logistics:    Develop more robust supply chain management strategies to mitigate risks associated with geopolitical tensions, trade restrictions, and raw material scarcity.

•        Strategic Acquisitions and Partnerships:    Pursue strategic partnerships for additional rare earth oxide feedstock sources to increase our production capabilities.

•        Customer Relationship Management:    Our proprietary metallurgy process allows for quick development of new high quality products enabling the ability to offer customers bespoke solutions.

Market Overview

Growth potential of the industry

The global magnets and magnetic material industry is poised for significant growth, driven by a variety of factors across key sectors such as electric vehicles, renewable energy, consumer electronics, healthcare, and defense applications. Current market dynamics and economic projections underscore the industry’s robust expansion potential as new magnetic technologies are continued to be developed.

One of the primary drivers of this growth is the rapid adoption of EVs. NdFeB magnets are critical components in the electric motors used in EVs, providing the necessary efficiency and power density for high-performance applications. As governments worldwide push for the adoption of cleaner transportation solutions and automakers accelerate their EV production, the demand for these high-performance magnets is expected to increase substantially.

According to Verified Market Forecast: Global Magnets and Magnetic Materials Market By Type, the global magnet and magnetic material market was valued at $10.46 billion in 2023 and is expected to reach $15.05 billion by the end of 2030, representing a CAGR of 6.26%. A large part of this growth is attributed to NdFeB magnets as demand for thermal degradation resistant materials become more important with the advancements in electric motors, generators and other high temperature applications.

Bonded Magnet Market

Bonded magnets, particularly those made from NdFeB, are known for their exceptional magnetic properties and flexibility in design. They can be manufactured in complex shapes and sizes, which makes them suitable for a diverse array of applications in technologies across automotive, energy, and defense. The bonded magnet market growth is driven by increasing demand across a wide range of applications. According to Verified Market Reports: Global Bonded Magnet Market By Type, the bonded magnet market was estimated to be $3.0 billion in 2023, and is forecasted to grow at a CAGR of approximately 6% through 2030 to $5.0 billion.

One of the key factors driving the growth of the bonded magnet market is the ongoing advancements in technology. As industries continue to push the boundaries of innovation, the demand for high-performance materials like bonded magnets increases. These magnets are crucial in various high-tech applications, including consumer electronics, where they are used in devices such as hard drives, speakers, and sensors. In industrial machinery, bonded magnets are employed in motors, actuators, and various automated systems, where their design flexibility and magnetic strength are highly valued.

Another significant driver of market growth is the emphasis on miniaturization and performance efficiency. In many modern applications, there is a need for smaller, lighter components that do not compromise on functionality. Bonded magnets meet this requirement by providing strong magnetic performance in compact and lightweight designs. This attribute is particularly important in fields like automotive engineering, aerospace, and renewable energy, where space and weight constraints are critical considerations.

Sintered Magnet Market

The sintered magnet market is undergoing a period of significant transformation, marked by robust growth and evolving demand across various sectors. Sintered magnets are renowned for their superior magnetic properties, including high magnetic strength and thermal stability. These characteristics make them indispensable in numerous industrial and technological applications. According to Verified Market Reports: Global Sintered NdFeB Magnet Market By Type, the sintered magnet market was estimated to be $2B in 2023, and is forecasted to grow at a CAGR of ~8% through 2030 to $4.3B.

The demand for sintered magnets is primarily driven by advancements in technology, increasing applications in various industries, and the growing need for magnetic materials that can retain their magnetic properties at high temperatures. These qualities are highly sought after in automotive, renewable energy, and defense industries where demand is a primary growth driver for the sintered magnet market.

The sintered magnet market is characterized by a strong emphasis on R&D to enhance the properties and performance of these materials. Innovations in manufacturing processes, such as improvements in powder metallurgy and magnetic alignment techniques, are leading to the production of sintered magnets with superior characteristics. These advancements enable manufacturers to meet the growing demands for higher efficiency, reliability and performance in various applications.

Products

Main products & services

1       NdPr Metal:    NdPr metal is produced through a series of complex processes that begin with the extraction of rare earth ores containing neodymium and praseodymium. These ores undergo separation and purification to obtain high-purity neodymium and praseodymium oxides. The oxides are then subjected to a reduction process, typically through electrolysis, where an electric current is passed through the oxides to remove oxygen and yield pure NdPr metal. The resulting metal is then cast into ingots or other forms, ready for further processing or direct use in magnet production.

2       NdPr Alloy:    The production of NdPr alloy involves the precise melting and mixing of NdPr metal with other elements like iron and boron in a controlled furnace environment. The molten mixture is carefully monitored to ensure the correct composition, which determines the final magnetic properties of the alloy. After melting, the alloy is rapidly cooled, often through a process called quenching, to form a solid material with a fine-grained structure. This structure enhances the magnetic characteristics of the alloy. The solidified NdPr alloy is then processed into various forms, such as strips or blocks, which are subsequently used in the production of high-performance magnets.

Research & Development

Because the industries in which KCM competes are characterized by rapid technological advances, KCM’s ability to compete successfully depends moderately upon its ability to ensure a continual and timely flow of competitive technologies to improve processing capabilities. KCM continues to develop new technologies to enhance existing products and services and plans to expand the range of its offerings through R&D. KCM anticipates that it will continue to make significant expenditures for R&D as it seeks to provide new innovative processing capabilities.

KCM plans to test several new metal and powder making methods, in combination with the existing processes, to continue to assess processes that offer improved economics or quality over traditional methods.

Suppliers

The Company actively engages in purchase agreements with a network of third-party suppliers to secure the raw materials necessary for the production of NdPr oxide, NdPr metal, and NdPr alloy, which are integral to its manufacturing processes. These materials are essential for the production of high-performance magnetic products which support industries such as automotive, clean energy, and government contracting. The Company’s ability to meet customer orders is directly influenced by the availability and composition of these critical materials.

To ensure a steady supply of feedstock, the Company sources from reputable suppliers who can provide the required quality and quantities. Production capacity is highly responsive to the specific demands and orders received from customers, allowing the Company to adjust its operations based on the composition and volume of products required. However, the procurement of these materials is subject to certain challenges, including pricing volatility, supply availability, and compliance with various regulatory restrictions and guidelines.

Given the strategic importance of NdPr materials in the Company’s product offerings, the Company maintains close relationships with its suppliers to monitor and manage these risks. In the event of a supply disruption, pricing fluctuations, or other restrictions, the Company has contingency plans in place, which include the identification and qualification of alternative suppliers. These alternative sources are evaluated based on their ability to meet the Company’s stringent quality standards and to provide the necessary materials without significant delays or additional costs.

By proactively managing its supply chain and maintaining flexibility in its sourcing strategies, the Company aims to mitigate potential disruptions and ensure the continuous availability of feedstock. This approach not only supports the Company’s production capabilities but also strengthens its ability to fulfill customer orders efficiently and maintain its competitive edge in the market.

Marketing

Marketing magnetic powders made from rare earth oxides requires a targeted approach due to the highly specialized nature of the product. The company has industry relationships from the management team’s experience and network that has supported an initial customer base. The Company continues to focus marketing efforts on industries and companies that rely on advanced magnetic materials, as well as emphasizing the unique advantages of the Company’s products.

Customers

The Company manufactures and sells NdPr metal and NdPr alloys related to the manufacturing of neodymium iron boron magnets. The Company generally conducts its business transaction in the following order: (i) a customer delivers a request for quotation (a “RFQ”) to ask a fee quote, (ii) the Company provides the corresponding RFQ to such customer, (iii) the Company and the customer enter into a purchase order (a “PO”), and (iv) the Company manufactures the products in accordance with the PO’s and supply the customer with such products. Currently, most of the Company’s sales are made to NS World Co., Ltd. (“NSW”), a related party. The Company expects to continue making related party sales to NSW and may also make related party sales to KMMI INC. (“KMMI”) in the future.

Client Acquisition Process

During its client acquisition process, the Company typically obtains a substantial agreement in the form of RFQ with the prospective customer. Each RFQ typically takes one to six months to draft, negotiate and execute and is usually 10 pages or longer with detailed steps from scoping to testing to contract. The steps are typically broken down into:

1.      Scoping Customer Solution (one to three months):    this step includes identifying the scope of solution required by and to be provided to prospective customers.

2.      Proof of Concept and Benchmarking (three to six months):    this step includes testing and benchmarking of KCM’s solution for prospective customers.

3.      Initial Deployment:    once proof of concept is completed and the prospective customer is satisfied, then KCM and the prospective client will carry out the initial deployment.

The Company is currently in different stages of this process with numerous magnet manufacturers in Korea.

Competition

The competition for a company producing rare earth powders and metals is primarily composed of established players within the global rare earth supply chain. This includes large multinational corporations, mining companies, and specialized material processors that dominate the market, particularly those based in China, which accounts for the majority of global rare earth production and processing. Competitors in this space typically have vertically integrated operations, controlling the supply from mining to refinement, giving them significant cost and supply chain advantages.

In addition to Chinese firms, Western companies are increasingly investing in rare earth production, especially as demand rises for electric vehicles, renewable energy technologies, and advanced electronics. These competitors may focus on developing alternative supply chains to reduce dependence on Chinese materials, positioning themselves as reliable, politically neutral sources for rare earth elements. Smaller, specialized firms may also compete by offering niche products or advanced materials with tailored properties for high-tech applications.

The competition also includes companies investing heavily in R&D to improve the extraction, processing, and recycling of rare earth materials, aiming to differentiate through innovation, quality and sustainability. This drives a highly competitive environment where price, supply chain reliability and technological advancements are key differentiators.

Intellectual Property

KCM’s success and ability to compete depend substantially upon its core technology and intellectual property rights and trade secrets. KCM generally relies on trademark and copyright laws, trade secret protection and confidentiality agreements to protect its intellectual property rights.

KCM possesses intellectual property, including trademarks, know-how, trade secrets, design rights, copyrights and internet domain rights. KCM controls access to and use of its know-how, technology, and other proprietary information through internal and external controls, including contractual protections with employees, contractors, customers and partners. Despite KCM’s efforts to protect its know-how, technology and other proprietary information, unauthorized parties may still copy or otherwise obtain and use its know-how, technology and other proprietary information. In addition, KCM has expanded, and expects to continue to expand, its international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries.

Companies in the industry in which KCM operates frequently are sued or receive informal claims of patent infringement or infringement of other intellectual property rights. KCM may receive such claims from companies, including from competitors and customers, some of which have substantially more resources and have been developing relevant technology similar to KCM’s. As, and if, it becomes more successful, KCM believes that competitors will be more likely to try to develop products that are similar to its products and that may infringe on KCM’s proprietary rights. It may also be more likely that competitors or other third parties will claim that KCM’s products infringe their proprietary rights. Successful claims of infringement by a third-party, if any, could result in significant penalties or injunctions that could prevent KCM from selling some of its products in certain markets, result in settlements or judgments that require payment of significant royalties or damages or require KCM to expend time and money to develop non-infringing products. While KCM cannot assure that it does not currently infringe, or that it will not in the future infringe, upon any third-party patents or other proprietary rights, it can assure that it will not do so and has never done so intentionally.

Subsidiaries

The Company does not own any interests in a subsidiary.

Human Capital Resources

The people of KCM are the Company’s most valuable asset in fulfilling the Company’s mission. At the core of the Company’s success is the relentless pursuit to maintain and nurture the innovative culture that instills an environment where its employees feel motivated and empowered to deliver results through an unwavering commitment to doing what is right in a safe environment.

Employees

As of December 31, 2025, KCM has 13 total employees of which none are subject to any collective bargaining agreements. KCM has two registered directors all of which are fully dedicated to the Company.

KCM offers employees fringe benefits such as a defined contribution retirement plan, employment insurance, industrial accident compensation insurance, national pension, and health insurance. In addition, the Company offers personal leave of absence, family and sick leave, paid holidays and paid vacation.

KCM employs a total of eight foreign workers as full-time engineers. All foreign workers are Thai nationals holding valid E-7 visas as of December 31, 2025. We view that no particular issue will arise in respect of the Company’s employment of foreign workers although their employment is subject to many factors outside the Company’s control.

KCM strives to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment. It provides training for its employees covering harassment, discrimination and unconscious bias. Its employees have multiple avenues available through which inappropriate behavior can be reported, and its policies require all reports of inappropriate behavior to be promptly investigated with appropriate action taken.

Properties

Our principal executive offices are located at 65 Gado-ro, Gunsan-si, Jeollabuk-do, South Korea (Osikdo-dong). Management believes that the existing manufacturing facilities are adequate for our operations and that the facilities are maintained in good condition. We do not expect any issues in renewing our lease when it expires, or in locating alternative facilities if necessary.

Real Property

KCM owns one piece of land, and one building on such land, of which one the right of superficies is established on one of the three real properties with Industrial Bank of Korea and Shinhan Bank as superficies holders.

Leases

KCM leased apartment units within three buildings as housing for its foreign workers. The Company also has three vehicle lease agreements.

Commitments & Contingencies

KCM has no ongoing or pending investigations or litigation.

Government Regulations

As KCM’s customers operate around the world and, to a limited degree, KCM relies upon international suppliers to produce its products, its business and ability to successfully compete for business in its industry may become dependent upon global supply, manufacturing and customer relationships that are affected by the trade and tariff policies of each country in which it operates. Increased tariffs on parts and components imposed by the countries in which KCM’s components may be sourced can increase its production costs, and increased tariffs imposed by the countries in which its products are sold can increase the cost of its products to its customers.

Directors & Executive Officers

The following table sets forth the names, ages and positions of KCM’s executive officers and directors. the positions held by each.

The following is information about the experience and attributes of the members of KCM’s executive officers and directors as of the date of this prospectus.

Executive Officers & Directors

•        Lee, Chang-bae (CEO) — 29 years of experience in magnetic material manufacturing and development, previously at JAHWA Electronics.

•        Lee, Hong-jae (SVP) — Global marketing expert with experience at Samsung Electronics, Hyundai Electronics, Seagate (US), and Marvell Semiconductor.

•        Lee, Miyeon (Accounting) — Graduated from Konyang University. Leads the business and accounting team. He is responsible for financial and accounting tasks.

Family Relationships

There are no family relationships among the executive officers and directors of KCM.

Certain Relationships & Related Party Transactions

The Company does not have a formal written policy for the review and approval of transactions with related parties. Its unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire board of directors of the Company for any possible conflicts of interest. The board of directors of the Company is responsible for review, approval, or ratification of “related-person transactions” involving the Company and related persons.

January 31, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 319,000,000 (approximately USD 239,220).

February 28, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 172,700,000 (approximately USD 129,509).

February 28, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 319,000,000 (approximately USD 239,220).

March 31, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 143,000,000 (approximately USD 107,237).

March 31, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 201,300,000 (approximately USD 150,956).

April 30, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 119,900,000 (approximately USD 89,914).

May 31, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 255,200,000 (approximately USD 191,376).

May 31, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 220,000,000 (approximately USD 164,979).

June 30, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 242,000,000 (approximately USD 181,477).

June 30, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 220,000,000 (approximately USD 164,979).

July 27, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 115,500,000 (approximately USD 86,614).

August 31, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 125,400,000 (approximately USD 94,038).

September 25, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 130,900,000 (approximately USD 98,163).

September 4, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 213,400,000 (approximately USD 160,030).

October 31, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 131,450,000 (approximately USD 98,575).

October 31, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 266,750,000 (approximately USD 200,037).

November 30, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 123,200,000 (approximately USD 92,388).

November 30, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 266,750,000 (approximately USD 200,037).

December 20, 2023 — Sale of NdFeB-Powder/14-12 to NS WORLD

KCM sold NdFeB-Powder/14-12 to NS WORLD for KRW 266,750,000 (approximately USD 200,037).

December 28, 2023 — Purchase of PrNd Metal from NS WORLD

KCM purchased PrNd Metal from NS WORLD for KRW 112,420,000 (approximately USD 84,304).

KCM’s Related Party Transactions — Purchases from GCM from January 01, June 30, 2024

On April 8, 2024 KCM purchased PrNd metal from GCM VINA for KRW 60,492,300 (approximately USD 44,716).

KCM’s Related Party Transactions — Claim expenses related to GCM Co., Ltd. from January 01, June 30, 2024

On April 8, 2024, KCM claimed Manufacturing Expenses of PrNd Metal to GCM Co., Ltd. for a total amount of KRW 64,130,000.

KCM’s Related Party Transactions — Sales to NS World from December 31, 2024, to February 10, 2025

On January 8, 2025, KCM sold 14-12 POWDER to NS World for a total amount of KRW 110,400,000, involving 3,000 units at a unit price of KRW 36,800. The transaction was classified under goods.

KCM’s Related Party Transactions — Sales to NS World from February 10, 2025, to March 31, 2025

On February 20, 2025, KCM sold NdFeB-Powder/14-12 to NS World for a total amount of KRW 130,350,000.

On March 18, 2025, KCM sold NdFeB-Powder/14-12 to NS World (Forecast) for a total amount of KRW 137,940,000.

KCM’s Related Party Transactions — Sales to NS World from March 31, 2025 to July 25, 2025

On April 23, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 130,350,000.

On May 13, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 171,600,000.

On June 2, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 347,600,000.

On July 7, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 35,200,000 (approximately USD 25,827).

KCM’s Related Party Transactions — Sales to NS World from July 25, 2025 to December 31, 2025

On August 19, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 156,090,000 (approximately USD 114,480).

On September 5, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 105,600,000 (approximately USD 77,451).

On September 5, 2025, KCM sold NdFeB-Powder/B2+ to NS World for KRW 10,560,000 (approximately USD 7,745).

On September 16, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 158,400,000 (approximately USD 116,158).

On October 17, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 158,400,000 (approximately USD 116,158).

On November 6, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 211,200,000 (approximately USD 154,878).

On December 3, 2025, KCM sold NdFeB-Powder/14-12 to NS World for KRW 158,400,000 (approximately USD 116,158).

Environmental & Regulatory Matters

Meeting the growing demand for magnetic material while simultaneously mitigating environmental impacts from our operations and products, and governing and managing our business in a responsible manner, are at the heart of our approach to sustainability and responsible business matters.

Mitigating environmental impacts encompasses actions taken to minimize resource consumption and greenhouse gas (“GHG”) emissions, manage materials and waste in our own operations, and provide customers with innovative products and solutions that help them minimize their own energy and water use, carbon footprint and waste. We are working to shrink the carbon footprint of our operations, and we seek to minimize, and, where possible, eliminate waste through source reduction and recycling. Throughout our global facilities we implement processes, procedures, and policies to track and mitigate environmental impacts.

Governing and managing our business in a responsible manner includes, but is not limited to, encouraging inclusion, respecting human rights, developing our employees, implementing data privacy and cybersecurity measures, establishing policies, procedures and codes of conduct that spell out expectations for our own behavior and that of our suppliers, and working to protect the interests of our company, stockholders, and other stakeholders.

We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements, including those relating to the discharge of regulated materials into the environment, the generation and handling of hazardous substances and wastes, human health and safety and the content, composition and take back of our products. We maintain a robust environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training. We also have a program for complying with the European Union Restriction on the Use of Certain Hazardous Substances and Waste Electrical and Electronic Equipment Directives, the China Restriction of Hazardous Substances law, the European Union REACH regulation, and similar requirements. At sites which we own, lease or operate, or have previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, we could incur liability for any potential

KCM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of KCM prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes and other information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below in this section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward — Looking Statements” included elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

KCM, established in 2021, specializes in the manufacture and sale of NdFeb powder for NdFeb permanent magnets. The Company is one of the companies operating NdFeb powder manufacture in South Korea. The Company offers diverse type of NdFeb powder with different magnetic characteristics. The Company is headquartered in Gunsan, South Korea and production takes place at headquarter.

KCM specializes in the production and supply of NdFeB powder derived from rare earth elements. Neodymium is recognized as one of the ten strategic critical minerals designated by the South Korean Ministry of Trade, Industry and Energy, playing a crucial role in advanced industries.

The Company utilizes rare earth NdPr Oxide as its primary raw material and maintains an annual production capacity of approximately 192 tonnes. KCM’s products serve as essential components in permanent magnets used in electric vehicles, wind turbines, and various household appliances. These products are supplied to a diverse range of domestic and international manufacturers. Notably, the Company provides neodymium permanent magnet components to customers which supplies to major automotive companies such as Hyundai and Kia for their electric vehicles, as well as to LG Electronics and other global home appliance manufacturers.

By supplying materials based on neodymium, a critical mineral, KCM plays a vital role in the global industrial ecosystem. The Company contributes significantly to the stable supply of this strategically important resource, thereby supporting the sustainability and growth of various high-tech industries.

Components of Results of Operations

Revenue

The Company manufactures Neodymium powder (“NdFeb Powder”) for Neodymium magnets which are used in manufacturing of household appliances and cars. The Company’s main products are NdFeb bonded powders with different types of magnetic characteristics. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

Cost of sales

Costs of sales represent all direct and indirect costs associated with the manufacture of our products. Cost of goods sold consists primarily of direct costs associated with inventory and delivery of the Company’s goods, including freight costs. Cost of sales also includes inventory impairment, allocated personnel-related expenses and allocated facilities and overhead costs.

Other operating income and expense

Other operating income primarily consists of government grants and other operating expense primarily includes loss on disposal of assets.

Selling, general, and administrative expenses

Selling, general and administrative expenses consist of corporate service functions such as finance expense, legal, human resources and information technology, as well as rent, utilities, depreciation, amortization and insurance costs.

Other non-operating income and expenses

Interest income

Interest income include realized gains from short-term financial instruments and plan assets of the defined severance plan.

Interest expense

Interest expense consists of interest incurred on debts, finance lease liabilities and defined severance benefit obligations.

Gain (loss) on foreign currency

It consists of gain (loss) on translation and transaction of monetary assets and liabilities denominated in foreign currencies.

Gain (loss) on financial instruments

The Company adopted a fair value option to measure the convertible debt and its changes in fair value is recognized as gain (loss) on financial instruments.

Results of Operations for the Year Ended December 31, 2025 and 2024 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

Overall Operating result

The Company generated total revenues of $1,300 for the year ended December 31, 2025, reflecting an increase compared to the corresponding period in 2024. The Company incurred an operating loss of $809 for the year ended December 31, 2025, primarily due to the nature of the Company’s current cost structure in manufacturing. The cost of sales and selling, general, and administrative expenses largely consist of fixed-cost items such as labor-related

expenses and depreciation. Operating loss decreased by approximately 37.1% due to the resumption of operations during current period. While business performance in 2024 and 2025 has been temporarily subdued, the Company expects a recovery in the near term.

Net revenues

Net revenues were $1,300 for the year ended December 31, 2025, and $116 for the year ended December 31, 2024 (all are either merchandise & others revenues). Due to increased demand for NdFeb Powder, sales for the year of 2025 rose by approximately $1,184 compared to 2024.

Cost of sales

This was primarily due to an increase in product sales for the year ended December 31, 2025. The product sale for the year ended December 31, 2025 is 46,000kg while there was no sale for the year ended December 31, 2024. The cost of goods sold for the year ended December 31, 2024 increased primarily due to higher product sales.

Other operating income and losses, net

Other operating income and losses, net, were nil for the year ended December 31, 2025, as compared to $54 for the year ended December 31, 2024. The other operating income for the year ended December 31, 2024 consists of a gain from government grants, and a loss from the disposal of a vehicle. For the year ended December 31, 2025, no such income and losses occurred.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $361 for the year ended December 31, 2025, as compared to $493 for the corresponding period in 2024, a decrease of $ 132 or 26.9%. Company’s SG&A expenses mostly consist of fixed cost items such as labor costs, depreciation and taxes and due. The actual SG&A expenses for the year ended December 31, 2025 decreased compared to the corresponding period in 2024, due to decrease in salary payments, and also service fees to accounting firms for the preparation for the IPO were not yet incurred for the year ended December 31, 2025, compared to the corresponding period in 2024, resulting in a slight decrease in SG&A expenses.

Interest expense

Interest expense was $134 for the year ended December 31, 2025, as compared to $127 for the year ended December 31, 2024, an increase of $7, or 15%. The increase in interest expenses is attributable to the rise in outstanding borrowings. During the year ended December 31, 2025, average borrowings increased by $29 compared to the year ended December 31, 2024.

Loss on financial instruments

Loss on financial instruments was $179 for the year ended December 31, 2025. This occurred entirely due to changes in the fair value of the convertible debt.

Loss on financial derivatives

Loss on derivatives was $153 for the year ended December 31, 2025. This occurred entirely due to the fair value measurement of the put option granted to dissenting shareholders in connection with the stock purchase right.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business is capital intensive and requires substantial expenditure for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures,

including expansion projects and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financing, other third-party funding, and operational cash flow. Our liquidity as of December 31, 2025, and December 31, 2024, is as follows:

Our future liquidity requirements will depend on many factors, including funding needed to support other business opportunities and expenditures, and funding for working capital and general corporate purposes. We expect to satisfy our liquidity requirements through cash on hand, cash generated from the operations and additional financings. During the year ended December 31, 2025, we raised approximately $272 in additional capital financing.

Cash Flows

Cash flows associated with operating, investing, and financing activities for the year ended December 31, 2025 and 2024, are summarized as follows:

Net Cash Provided by (Used in) Operating Activities

Cash flows provided by operating activities were $56 for the year ended December 31, 2025, as compared to ($735) for the year ended December 31, 2024, an increase of cash inflows amounting to $791.

The change is primarily related to an decrease in net loss, which decreased from $1,530 in 2024 to $1,240 in 2025. In addition, changes in operating assets and liabilities increased from $(410) in 2024 to $522 in 2025, further contributing to the increase in cash inflows. However, this was partially offset by a decrease in non-cash adjustment, which declined from 1,206 in 2024 to 774 in 2025.

Net Cash (Used in) Provided by Investing Activities

Cash flows used in investing activities were $1 for the year ended December 31, 2025, as compared to $151 cash inflows for the year ended December 31, 2024, a decreased inflows of $152.

In 2025, investing cash outflows were solely attributable to $1 of acquisitions of property, plant and equipment. In contrast, in 2024, investing cash flows reflected $169 of cash inflows from the disposal of short-term financial instruments, $59 of cash inflows for the disposal of property, plant and equipment, $29 of cash outflows for the acquisition of short-term financial instruments, and $47 of cash outflows for the acquisition of property, plant and equipment.

Net Cash (Used in) Provided by Financing Activities

Cash flows used in financing activities were $12 for the year ended December 31, 2025, as compared to $483 cash inflows for the year ended December 31, 2024, an decrease of $495 cash inflows.

The change is primarily related to a decrease in proceeds from short-term borrowings related party, which decreased from $540 in 2024 to $257 in 2025. In addition, change in repayment of long-term borrowings, which increased from ($6) in 2024 to ($139) in 2025.

Debt

Redeemable Convertible Preferred Stock

On April 14, 2025, Convertible bonds were converted into 1,666 shares of RCPS upon the exercise of conversion rights by the holder, Korea SMEs and Startups Agency. The redeemable convertible preferred stock bears a fixed interest rate of 3% per annum, and matures in 2035. As part of the issuance terms, the conversion ratio of the redeemable convertible preferred stock is subject to adjustment upon the occurrence of certain events by refixing at 70 percent of the initial convertible price as a minimum level. Therefore, the Company classified the redeemable convertible preferred stock as a liability together with separating the conversion option.

Dissenting Shareholder Appraisal Rights

In connection with the share exchange transactions contemplated by the share exchange agreements dated February 10, 2025, as amended (collectively, the “Agreements”), by and among the Company, EMT Sub Co., Ltd. (“EMT Sub”), and the other operating companies party thereto, shareholders who formally dissented at the general meeting of shareholders held to approve the share exchange (the “Share Exchange EGM”) were granted statutory appraisal rights under the Korean Commercial Code (the “Appraisal Rights”).

Pursuant to the Agreements, dissenting shareholders may obtain the Appraisal Rights by delivering to the Company, within 20 days from the date of the Share Exchange EGM, a written notice identifying the class and number of shares for which appraisal rights are elected (the “Appraisal Shares”). Upon receipt of valid notice, the Company is contingently required to repurchase the Appraisal Shares within two (2) months, provided the Share Exchange remains in effect and the dissenting shareholder does not withdraw its notice (by mutual agreement with the Company), after which any unpaid amount will begin to accrue interest at a statutorily dictated 6% interest rate per annum. The repurchase price for Appraisal Shares is determined by mutual agreement between the Company and the applicable dissenting shareholder through the Agreements.

Management accounts for these appraisal rights as a liability under ASC 480 measured at fair value, with changes recognized in earnings, until the obligation becomes unconditional at merger close. In connection with the transaction, the Company recognized a derivative liability of $151,661 and a corresponding loss on derivative as of December 31, 2025.

In January 2026, the Company completed a comprehensive share exchange transaction pursuant to the approved share exchange agreement and became a wholly owned subsidiary of EMT Sub Co., Ltd. The payment amount was approximately $9.0 million as of the closing of the share exchange transaction and continues to accrue statutory interest until the actual payment date.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of December 31, 2025:

____________

(1)      Future lease payment obligations for operating and finance lease liabilities.

(2)      Short-term and long-term debt principal repayment obligations, $2,470 to the banks and $632 to the Company’s CEO and the others.

As of December 31, 2025, there have been no material changes to our contractual obligations and commitments since December 31, 2024.

Going Concern

These financial statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, there is substantial doubt about the Company’s ability to continue as a going concern exists.

Primarily due to a decline in sales associated with the business, the Company incurred losses of $1,241 and net cash inflows from operations of $56 for the year ended December 31, 2025. The Company incurred losses of $1,531 and net cash outflows from operations of $735 for the year ended December 31, 2024. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering other financing arrangements, and the restructuring of operations to grow revenues and decrease expenses. However, upon the economic environment and the Company’s current capability, the Company may be unable to access future equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primary the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

Our cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and fair market value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

Off-Balance Sheet Arrangements

During the period presented, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies and Use of Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies of the accompanying financial statements of the Company included elsewhere in this prospectus. Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest amount of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the financial statements.

Allowance for Credit Losses

The allowance is estimated over the contractual term of the financial asset and adjusted for expected prepayments. The contractual term excludes any extensions, renewals, and modifications, unless the borrower has a contractual option that provides it with the unilateral ability to extend the maturity date. The Company does not have any off-balance-sheet credit exposures. Subsequent changes (favorable and unfavorable) in expected credit losses each period is recognized immediately in net income as a credit loss expense or a reversal of credit loss expense.

Revenue Recognition

The Company only has revenue from customers. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and the control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer, and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

The Company’s primary source of revenue is product revenues of NdFeb powder for NdFeb magnets which are used in manufacturing of household appliances and cars. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract. Such contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices, as such, rebates or discounts are not provided. The Company provides an assurance type warranty on all of its products, which are not separate performance obligations and are outside the scope of ASC 606. There were no loss contingencies related to warranties recorded as of December 31, 2025 and December 31, 2024.

Foreign Currency

The functional currency of the Company is the Korean Won. Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates at the dates of the transactions. Transaction gains and losses are included in Gain/Loss on foreign currency in the statements of operations. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date, which are included in the Effect of exchange rate changes on cash and cash equivalents in the statements of cash flows.

Assets and liabilities of the Company are translated into U.S. dollars, the reporting currency, at the exchange rate in effect at the end of each period. Revenue and expenses for the Company are translated into U.S. dollars using average rates that approximate those in effect during the period. Currency translation adjustments are included in Accumulated other comprehensive loss, a separate component of Stockholders’ deficit.

Recent Accounting Pronouncement

See Note 1.(22) to the audited annual financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this prospectus for recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this prospectus.

INFORMATION ABOUT KMMI

Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our”, “KMMI” refer to the business of KMMI and its subsidiaries.

All Korean Won (KRW) figures in this section have been converted to United States Dollars (USD) at an average daily exchange rate of USD/KRW 1,422.0 for the year ended December 31, 2025 and USD/KRW 1,363.98 for the year ended December 31, 2024.

Share Exchange Agreement

On February 10, 2025, EM entered into a definitive share exchange agreement to acquire KMMI, which was amended on March 31, 2025. The acquisition of KMMI was completed concurrently with the consummation of the Business Combination on January 5, 2026, at which time KMMI became an indirect wholly owned subsidiary of EM LLC through Korea DRE.

Our Business

KMMI plans to be a leader in the production of high-performance sintered NdFeB magnets in Korea. These magnets are renowned for their exceptional magnetic strength, stability, and resistance to demagnetization, making them critical components in various high-tech and industrial applications. Our advanced manufacturing process ensures that our sintered magnets meet the highest standards of quality and performance, positioning us at the forefront of the rare earth magnet industry.

Our magnets serve as essential components across multiple industries. In the automotive sector, they are integral to the operation of electric and hybrid vehicles, specifically in traction motors that drive these vehicles. In the renewable energy sector, our magnets are crucial for the efficient functioning of wind turbines, supporting the global transition to sustainable energy. Additionally, our magnets are used in aerospace and defense systems, consumer electronics, and industrial applications, where their reliability and performance are indispensable. KMMI’s commitment to innovation and quality ensures that our products continue to meet the evolving demands of these industries, driving both our growth and the advancement of global technology.

KMMI — Overview

KMMI was founded in 2021 and operates in the rare earth magnet industry, specifically focusing on the production of NdFeB magnets. These high-performance magnets are critical components used in a wide range of industries, including automotive, renewable energy, aerospace, defense, and consumer electronics. The company is strategically located in Pohang-si, Gyeongsangbuk-do, South Korea, where it benefits from access to advanced industrial infrastructure and a skilled workforce.

KMMI’s manufacturing process involves cutting-edge techniques like hydrogen decrepitation, jet milling, pressing, and sintering to produce magnets with superior magnetic properties. The Company’s products are essential for EVs, wind turbines, advanced military systems, and various high-tech consumer electronics, making it a key player in supporting the global transition to green energy and advanced technology solutions.

KMMI is well-positioned to meet the growing demand for NdFeB magnets in these high-growth sectors. The Company’s commitment to innovation and strategic investments in its manufacturing facilities underscore its ambition to become a leading supplier of rare earth magnets on a global scale.

Our Company

KMMI was founded on July 28, 2021, with the mission to become a leading manufacturer of high-performance sintered NdFeB magnets. The Company is strategically located in Pohang-si, Gyeongsangbuk-do, South Korea, a region renowned for its robust industrial infrastructure and technological advancements. This location provides KMMI with access to essential resources, skilled labor, and proximity to key supply chain partners, enhancing our ability to produce top-quality magnets that meet the demanding needs of our customers across various industries.

Our headquarters and primary manufacturing facility are situated at 46 Blue Seo-ro 2gil, Donghae-myeon, Nam-gu, in Pohang-si. From this site, we manage all aspects of our operations, including research and development, production, and global distribution. Our state-of-the-art facility is equipped with the latest technology to ensure that our products adhere to the highest standards of quality and performance. As a relatively new company, KMMI has rapidly established itself as a key player in the rare earth magnet industry, driven by a commitment to innovation, quality, and customer satisfaction.

Highlights

•        Industry-Focused Expertise:    Since its founding, KMMI has made an effort to position itself as a leader in the rare earth magnet industry, with a particular emphasis on producing high-performance sintered NdFeB magnets. The Company’s focus on this niche market has allowed it to develop deep expertise and a competitive edge in supplying critical components for advanced technological applications.

•        Strong Foundation in Innovation:    KMMI was built on a commitment to innovation, with an emphasis on investments in R&D from the outset. The Company’s emphasis on advancing magnet technology has driven the development of new products and manufacturing processes that meet the evolving needs of high-tech industries.

•        Strategic Location in South Korea:    KMMI operates out of Pohang-si, Gyeongsangbuk-do, South Korea, a region known for its robust industrial base and technological advancements. This strategic location provides KMMI with essential logistical advantages, access to a highly skilled workforce, and proximity to key supply chain partners, enhancing its ability to deliver high-quality products globally.

•        Specialization in Sintered NdFeB Magnets:    The company specializes in the production of sintered NdFeB magnets, which are known for their superior magnetic strength and stability. These magnets are critical in various industries, including automotive, renewable energy, aerospace, defense, and consumer electronics.

•        State-of-the-Art Manufacturing Facility:    KMMI’s advanced manufacturing facility in Pohang-si is equipped with cutting-edge technology for hydrogen decrepitation, jet milling, pressing, and sintering. With a production capacity of 260 metric tonnes per annum, the facility is designed to meet the growing global demand for NdFeB magnets while maintaining the highest standards of quality and efficiency.

•        Diverse Industry Applications:    KMMI’s magnets play a crucial role in several high-growth industries, including the automotive sector, where they are used in electric vehicles, and the renewable energy sector, where they are essential for wind turbine operations. Additionally, they are integral to aerospace and defense systems, consumer electronics, and industrial automation, making KMMI a key supplier in the global push towards advanced technological solutions and sustainability.

KMMI Strategy

•        Focus on Technological Innovation:    KMMI’s primary strategy is centered on technological innovation and continuous improvement in R&D. By investing heavily in the latest technologies and processes, the company aims to enhance the performance, durability, and efficiency of its sintered NdFeB magnets. This focus on innovation ensures that KMMI remains at the cutting edge of the industry, capable of meeting the evolving demands of high-tech sectors like automotive, renewable energy, and aerospace.

•        Expansion of Manufacturing Capabilities:    To support its growth objectives, KMMI is expanding its manufacturing capabilities. The Company’s state-of-the-art facility in Pohang-si, South Korea, is designed to increase production capacity and improve operational efficiency. By scaling up its production capabilities, KMMI can meet the rising global demand for high-performance magnets, particularly in industries experiencing rapid growth such as electric vehicles and wind energy.

•        Market Diversification:    KMMI’s strategy includes diversifying its market reach by targeting a broad range of industries. The Company’s magnets are used in multiple high-growth sectors, including automotive, aerospace, renewable energy, defense, and consumer electronics. This diversification not only reduces dependency on any single industry but also positions KMMI to capitalize on various emerging opportunities across different markets.

•        Strategic Partnerships and Global Expansion:    KMMI is focused on forming strategic partnerships and expanding its presence in global markets. By collaborating with key industry players and entering new international markets, the company aims to secure long-term contracts and enhance its market position. This strategy of global expansion and partnership development is designed to establish KMMI as a trusted supplier of high-performance magnets worldwide, ensuring sustained growth and competitive advantage.

Market Overview

Growth potential of the industry

We believe the global magnets and magnetic material industry is poised for significant growth, driven by a variety of factors across key sectors such as electric vehicles, renewable energy, consumer electronics, healthcare, and defense applications. Current market dynamics and economic projections underscore the industry’s robust expansion potential as new magnetic technologies are continued to be developed.

One of the primary drivers of this growth is the rapid adoption of EVs. NdFeB magnets are critical components in the electric motors used in EVs, providing the necessary efficiency and power density for high-performance applications. As governments worldwide push for the adoption of cleaner transportation solutions and automakers accelerate their EV production, the demand for these high-performance magnets is expected to increase substantially.

According to Verified Market Forecast: Global Magnets and Magnetic Materials Market By Type, the global magnet and magnetic material market was valued at $10.46B in 2023 and is expected to reach $15.05B by the end of 2030, representing a CAGR of 6.26%. A large part of this growth is attributed to NdFeB magnets as demand for thermal degradation resistant materials become more important with the advancements in electric motors, generators, and other high temperature applications.

Bonded Magnet Market

Bonded magnets, particularly those made from NdFeB, are known for their exceptional magnetic properties and flexibility in design. They can be manufactured in complex shapes and sizes, which makes them suitable for a diverse array of applications in technologies across automotive, energy, and defense. The bonded magnet market growth is driven by increasing demand across a wide range of applications. According to Verified Market Reports: Global Bonded Magnet Market By Type, the bonded magnet market was estimated to be $3B in 2023 and is forecasted to grow at a CAGR of ~6% through 2030 to $5.0B.

One of the key factors driving the growth of the bonded magnet market is the ongoing advancements in technology. As industries continue to push the boundaries of innovation, the demand for high-performance materials like bonded magnets increases. These magnets are crucial in various high-tech applications, including consumer electronics, where they are used in devices such as hard drives, speakers, and sensors. In industrial machinery, bonded magnets are employed in motors, actuators, and various automated systems, where their design flexibility and magnetic strength are highly valued.

Another significant driver of market growth is the emphasis on miniaturization and performance efficiency. In many modern applications, there is a need for smaller, lighter components that do not compromise on functionality. Bonded magnets meet this requirement by providing strong magnetic performance in compact and lightweight designs. This attribute is particularly important in fields like automotive engineering, aerospace, and renewable energy, where space and weight constraints are critical considerations.

Sintered Magnet Market

The sintered magnet market is undergoing a period of significant transformation, marked by robust growth and evolving demand across various sectors. Sintered magnets are renowned for their superior magnetic properties, including high magnetic strength and thermal stability. These characteristics make them indispensable in numerous industrial and technological applications. According to Verified Market Reports: Global Sintered NdFeB Magnet Market By Type, the sintered magnet market was estimated to be $2B in 2023, and is forecasted to grow at a CAGR of ~8% through 2030 to $4.3B.

The demand for sintered magnets is primarily driven by advancements in technology, increasing applications in various industries, and the growing need for magnetic materials that can retain their magnetic properties at high temperatures. These qualities are highly sought after in automotive, renewable energy, and defense industries where demand is a primary growth driver for the sintered magnet market.

The sintered magnet market is characterized by a strong emphasis on R&D to enhance the properties and performance of these materials. Innovations in manufacturing processes, such as improvements in powder metallurgy and magnetic alignment techniques, are leading to the production of sintered magnets with superior characteristics. These advancements enable manufacturers to meet the growing demands for higher efficiency, reliability, and performance in various applications.

Products

Main products & services

1. NdPr (NdFeB) Block Magnets:    The fabrication of NdPr (NdFeB) block magnets involves a highly specialized process that starts with the selection of high-purity raw materials, including neodymium, praseodymium, iron, and boron. These materials are first melted together in a vacuum induction furnace to form an alloy, which is then cooled and broken down into fine powders through a process known as hydrogen decrepitation. The fine powders are then aligned magnetically in a magnetic field before being pressed into compact shapes under high pressure. These compacts are sintered in a vacuum or inert atmosphere at temperatures exceeding 1,000°C, which facilitates the bonding of the particles into a solid structure and enhances the magnetic properties of the material. Following sintering, the magnets undergo precision machining to achieve the desired dimensions and tolerances. The final step involves coating the magnets with protective layers such as nickel, zinc, or epoxy to enhance corrosion resistance and durability. The result is a highly robust block magnet with exceptional magnetic strength and stability, suitable for various industrial and technological applications.

2. NdPr (NdFeB) Magnets for Traction Motors:    The production of NdPr (NdFeB) magnets for traction motors involves a meticulous fabrication process designed to meet the stringent performance requirements of electric and hybrid vehicle applications. It begins with the melting of neodymium, praseodymium, iron, and boron in a vacuum induction furnace to create a homogeneous alloy. The alloy is then rapidly cooled and crushed into a fine powder using a hydrogen decrepitation process. This powder is subjected to a magnetic field, aligning the particles before being pressed into specific shapes under high pressure. The compacted shapes are sintered in a vacuum or controlled atmosphere at high temperatures to solidify the structure and enhance magnetic properties. After sintering, the magnets undergo precision machining to meet exact specifications required for traction motors, ensuring minimal eddy current losses and optimal thermal stability. A protective coating, typically nickel or epoxy, is applied to prevent corrosion and extend the magnet’s lifespan. This complex fabrication process results in high-performance sintered magnets that are crucial for the efficient and reliable operation of traction motors in electric and hybrid vehicles.

Research & Development

KMMI is strongly focused on advancing its sintered magnet division, particularly through the enhancement of its NdPr (NdFeB) magnets for traction motors and NdPr block magnets. These sintered magnets are central to KMMI’s strategy for growth, and the company’s research and development efforts are aimed at optimizing their performance, reliability, and production efficiency. By concentrating on improving material properties and refining manufacturing processes, KMMI is expanding its production capacity to meet the increasing demands of the global market. KMMI’s dedication to continuous improvement ensures that its sintered magnets not only meet current industry standards but also set new benchmarks in magnet technology. With a commitment to innovation, KMMI is well-prepared to lead the industry by further refining its sintered magnet manufacturing techniques and expanding its product offerings, ensuring that its technologies remain at the forefront of performance and reliability.

KMMI plans to bring new products to the market that effect, in combination with the existing processes, the entire magnet making process, as follows:

•        Process stabilization for producing neodymium sintered permanent magnets; and

•        Improvement in manufacturing process for motor block sintered magnets, used in traction motor applications.

Suppliers

The Company engages in strategic procurement strategy with third-party suppliers to acquire vital raw materials, such as NdPr alloy, NdPr flake, TbDy alloy, and TbDy flake, which are essential for manufacturing high-performance sintered magnets. These materials are procured based on specific production requirements, and the Company’s ability to produce sintered magnets effectively is heavily reliant on the quality and consistency of the feedstock sourced, as well as the specific composition needed for various magnet applications.

Due to the inherent challenges associated with fluctuating prices, supply constraints, and regulatory hurdles tied to these critical materials, the Company takes proactive steps to manage these risks by fostering strong relationships with multiple suppliers. This strategic approach allows the Company to maintain flexibility in sourcing alternative materials in the event of supply disruptions or other constraints. The Company continuously monitors the supply chain environment to anticipate and mitigate potential risks, ensuring the uninterrupted production of sintered magnets and the ability to meet customer demands with high precision. Additionally, the Company focuses on building long-term partnerships with key suppliers, which is crucial not only for securing a steady supply of feedstock but also for staying adaptive to market changes, driving innovation in material processing, and maintaining a competitive edge in the sintered magnet industry.

Marketing

Marketing bonded and sintered magnets requires a targeted approach due to the highly specialized nature of the product. The Company has industry relationships from the management team’s experience and a network that supported an initial customer base. The consistent quality and timely delivery of the product allowed for those relationships to expand. The Company continues to focus marketing efforts on industries and companies that rely on advanced magnet specification requirements, as well as emphasizing the unique advantages of the Company’s products.

Customers

KMMI. specializes in manufacturing and selling sintered magnets. The Company’s business transactions typically follow this process: (i) a customer submits a RFQ for a price estimate, (ii) KMMI provides the corresponding quote, (iii) the Company and the customer agree on a Purchase Order (“PO”), and (iv) KMMI manufactures the specified specialized magnets according to the PO and delivers them to the customer. The lead time from order to delivery generally ranges from one to three years, depending on product complexity and volume.

KMMI expects to begin commercial production operations in the second half of 2026 and commenced commercial sales of sintered magnets following completion of buyer-specific certification processes. KMMI’s sintered magnet grade 42SH has been certified by its buyers, and its grade 48SH is in the final stages of certification. KMMI has been in discussion to sell its sintered magnets to several leading global manufacturers in the

KMMI remains vigilant in defending its intellectual property rights and is prepared to address any infringement claims that may arise. Such disputes could result in financial penalties, restrictions on product sales, or the need to innovate alternative solutions, which could impact the company’s operational efficiency and profitability. As KMMI broadens its global footprint, it faces increasing challenges in protecting its intellectual property across different jurisdictions. The effectiveness of legal protections, including patents and trademarks, varies significantly from country to country, exposing KMMI to heightened risks in regions where intellectual property laws may be less stringent. To counter these challenges, KMMI continually refines and enhances its intellectual property strategies, ensuring that its innovations are well-protected in all key markets, regardless of regional differences in legal frameworks. KMMI’s focus on protecting its intellectual property is not just a legal obligation but a core element of its long-term business strategy.

The Company understands that its capacity to innovate, sustain a competitive advantage, and secure its market position is directly tied to the strength and security of its intellectual property portfolio. Therefore, KMMI is dedicated to ongoing improvements in its intellectual property protections, ensuring that it can continue to lead the industry while navigating the complexities of the global marketplace and adapting to the ever-evolving technological landscape.

Subsidiaries

The Company has no existing subsidiaries.

Human Capital Resources

KMMI recognizes that its employees are its greatest asset, essential to achieving the company’s mission. The success of KMMI is deeply rooted in its continuous effort to cultivate an innovative culture, where employees are motivated and empowered to excel. This commitment to fostering a positive work environment is guided by a strong ethical foundation and a dedication to maintaining a safe and supportive workplace where every team member is encouraged to perform at their best.

Employees

As of December 31, 2025, KMMI employs a total of ten individuals, with none of the employees being subject to collective bargaining agreements. The company is led by four registered directors, all of whom are wholly committed to advancing KMMI’s objectives. KMMI offers a robust benefits package to its employees, including a defined contribution retirement plan, along with medical, dental, and vision benefits.

KMMI is dedicated to fostering an inclusive work environment where discrimination of any kind, including sexual harassment or other forms of discriminatory behavior, is not tolerated. The Company regularly provides training on harassment, discrimination, and unconscious bias to ensure that all employees understand and adhere to these standards. KMMI has established clear procedures for reporting inappropriate behavior, and the Company is committed to promptly investigating and addressing any such reports. This commitment to a respectful and inclusive workplace is a core component of KMMI’s values and is integral to its operational success.

Properties

KMMI’s principal executive offices are located at 46 Blue Seo-ro 2gil, Donghae-myeon, Nam-gu, Pohang-si, Gyeongsangbuk-do, Republic of Korea. Management believes that current manufacturing facilities are sufficient for our needs and are well-maintained. We do not expect any issues in renewing our lease when it expires or in locating alternative facilities if necessary.

Real Property

KMMI owns one plant building, one office building, one hydrogen storage building, and one security office.

Leases

KMMI leased three sites of land for factories. The Company owns the factories on the sites two of the three sites while the last site has yet to be developed. Additionally, the Company leased one unit for office use.

Commitments & Contingencies

KMMI has no ongoing or pending investigations or litigation. KMMI, from time to time, may be party to certain legal proceedings and claims. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated.

Government Regulations

KMMI operates within a highly interconnected global marketplace, serving customers across various regions and relying, to some extent, on non-U.S. manufacturers for its production needs. This global scope means that KMMI’s business operations and ability to remain competitive are heavily influenced by international trade dynamics, including the trade and tariff policies of the countries from which it sources components and in which it sells its products. For instance, increased tariffs on parts and components sourced from these countries can significantly raise KMMI’s production costs. Similarly, tariffs imposed on the finished goods sold in international markets can lead to higher prices for KMMI’s customers, potentially affecting demand.

A significant portion of KMMI’s products and services falls under strict export controls, such as those outlined by the Export Administration Regulations from the U.S. Department of Commerce and the economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Treasury Department. These regulations, along with similar legal frameworks in other jurisdictions where KMMI operates, impose restrictions on the sale, supply, and transfer of certain products, services, and associated technical information to specific countries, regions, or entities. Additionally, U.S. regulators may introduce new restrictions on previously uncontrolled emerging or foundational technologies if they are deemed to pose national security risks, especially concerning exports to countries like China. Even without new legislative actions, KMMI is strictly prohibited from exporting products if it has knowledge or a reasonable suspicion that doing so would contravene U.S. export regulations. Varying export control regulations across different countries also impact the flow of parts, components, and finished products within the global supply chain.

Moreover, many countries have established stringent regulations for the import of certain products, which may involve obtaining permits, securing licenses, and undergoing transaction reviews. These regulations can directly influence KMMI’s capacity to produce or distribute its products or the ability of KMMI’s customers to incorporate these products into their manufacturing processes. Compliance with laws governing exportation, re-exportation, and the transfer of KMMI’s products and the critical components and technologies required for their production is essential to ensure uninterrupted operations.

In addition to these regulatory challenges, KMMI is subject to a range of domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, and similar anti-bribery and anti-kickback regulations enforced in other regions where the company operates. These laws prohibit KMMI and its intermediaries from offering or making improper payments to government officials, political figures, or representatives of international organizations to secure or maintain business. As KMMI continues to expand its international operations and increase its sales across foreign markets, the potential risks associated with these laws, including inadvertent violations, become more pronounced, necessitating vigilant compliance efforts.

Furthermore, KMMI must comply with — and, in certain cases, assist its customers in complying with — a wide array of environmental, health, and safety regulations in the regions where it operates or markets its products. These laws govern the handling and disposal of hazardous substances, ensure the safety and health of employees, and regulate the use and recycling of hazardous materials within its products. Compliance with these regulations is not only crucial for maintaining KMMI’s operational integrity but also for sustaining its reputation and competitive advantage in a complex and increasingly regulated global marketplace.

Directors & Executive Officers

The following table sets forth the names and ages of the members of KMMI’s board of directors and its executive officers and the positions held by each. KMMI’s board of directors elects its executive officers annually by majority vote. Each director’s term continues until his or her successor is elected or qualified at the next annual meeting, unless such director earlier resigns or is removed.

The following is information about the experience and attributes of the members of KMMI’s board of directors and senior executive officers as of the date of this prospectus. The experience and attributes of KMMI’s directors discussed below provide the reasons that these individuals were selected for board membership, as well as why they continue to serve in such positions.

Executive Officers & Directors

Andy Chun — is KMMI’s current CEO having previous experience as ADE Metals co., Ltd/J&S Industry CEO. Andy brings an extensive background in material engineering and financial structuring to the team. He has also held positions at Boditech Med Inc. as President of US subsidiary and as the International Sales Director for DK America. Andy graduated from NYU Stern School of Business.

Sun Mi Yu — is a Non-executive Director for KMMI having served as J&S Industry CFO prior to joining KMMI. Sun Mi Yu graduated from Cornell University.

Young Hun Kim — is a Non-executive Director for KMMI having served as J&S Industry Manager prior to joining KMMI. Young Hun Kim graduated from Kangwon National University.

Hyuk Soo Lee — is the Statutory Auditor for KMMI and previously served as a Director for J&S Industry. Hyuk Soo Lee graduated from Dongguk University.

Family Relationships

Sun Mi Yu, the CFO of KMMI is the wife of Andy Chun, the CEO of KMMI.

Certain Relationships & Related Party Transactions

The Company does not have a formal written policy for the review and approval of transactions with related parties. Its unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire board of directors of the Company for any possible conflicts of interest. The board of directors of the Company is responsible for review, approval, or ratification of “related-person transactions” involving the Company and related persons.

On December 31, 2024, KMMI purchased two containers and fixtures from J&S Industries Co., Ltd. for a total amount of KRW 36,554,870. The purchase was made to provide accommodations for employees traveling to Pohang on business.

On July 10, 2025, J&S Industries Co., Ltd. fully repaid a KRW 100,000,000 working capital loan that had been extended by KMMI on April 11, 2022.

On July 11, 2025, ADE Metals Inc. fully repaid a KRW 500,000,000 working capital loan that had been extended by KMMI on March 25, 2022.

Nov 7, 2025 — Andy Chun provided a working capital loan of KRW 50,000,000 to KMMI. This loan was aimed at assisting KMMI with their operation liquidity. Any Chun acted as the lender, and KMMI Inc. was the borrower in this transaction.

Nov 24, 2025 — Andy Chun provided a working capital loan of KRW 100,000,000 to KMMI. This loan was aimed at assisting KMMI with their operation liquidity. Any Chun acted as the lender, and KMMI Inc. was the borrower in this transaction.

Nov 28, 2025 — KMMI Inc. fully repaid a KRW 150,000,000 working capital loan to Andy Chun.

Environmental & Regulatory Matters

Meeting the growing demand for magnetic material while simultaneously mitigating environmental impacts from our operations and products, and governing and managing our business in a responsible manner, are at the heart of our approach to sustainability and responsible business matters.

Mitigating environmental impacts encompasses actions taken to minimize resource consumption and GHG emissions, manage materials and waste in our own operations, and provide customers with innovative products and solutions that help them minimize their own energy and water use, carbon footprint, and waste. We are working to shrink the carbon footprint of our operations, and we seek to minimize, and, where possible, eliminate waste through source reduction and recycling. Throughout our global facilities we implement processes, procedures, and policies to track and mitigate environmental impacts.

Governing and managing our business in a responsible manner includes, but is not limited to, encouraging inclusion, respecting human rights, developing our employees, implementing data privacy and cybersecurity measures, establishing policies, procedures, and codes of conduct that spell out expectations for our own behavior and that of our suppliers, and working to protect the interests of our company, stockholders and other stakeholders.

We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements, including those relating to the discharge of regulated materials into the environment, the generation and handling of hazardous substances and wastes, human health and safety and the content, composition and take back of our products. We plan to implement a robust environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training. We also plan to have a program for complying with the European Union Restriction on the Use of Certain Hazardous Substances and Waste Electrical and Electronic Equipment Directives, the China Restriction of Hazardous Substances law, the European Union REACH regulation, and similar requirements. At sites which we own, lease or operate, or have previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, we could incur liability for any potential contamination, and could in the future be liable for additional contamination. Compliance with laws regulating contamination and the discharge of materials into the environment or otherwise relating to the protection of the environment has not had a material effect on our capital expenditures, earnings or competitive position.

Permits

In connection with the Company’s business in manufacturing, production, sales and distribution of neodymium magnet, the Company has obtained the authorizations listed below. The Company has validly obtained and maintains the permits and authorizations required for the operation of its business and implemented follow-up measures required for the maintenance of such permits and authorizations.

The Company has obtained the following certificates:

Corporate Information

KMMI’s registered office is located at 46 Blue Seo-ro 2gil, Donghae-myeon, Nam-gu, Pohang-si, Gyeongsangbuk-do, Republic of Korea. KMMI’s telephone number is +82-54-292-3269.

KMMI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of KMMI prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes and other information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below in this section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward — Looking Statements” included elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

KMMI was established in 2021 and specializes in the manufacture and sales of NdPr block magnets and magnets for traction motors that are used in aerospace and defense, automotive, energy plants and various other industries. The Company manufactures NdPr block magnets and magnets for traction motors that are used in aerospace and defense, automobile, energy plant and other various industries.

The Company has been preparing its operation by purchasing related equipment and machines since 2021, thus, revenue from contracts with the customers has not yet been occurred as of the end of the reporting period. With the successful completion of prototype production during the first half of 2024, the Company has been making efforts to secure end-users and prepare for the commencement of operations. The Company is currently targeting to initiate commercial operations in the second half of 2026, subject to various factors, including customer qualification processes, operational readiness, and market conditions.

KMMI is strategically positioned in the rare earth magnet industry, with a focus on NdFeb magnets. Our manufacturing process encompasses state-of-the-art facilities for hydrogen decrepitation, jet milling, pressing and shaping, and sintering and heat treating, enabling us to produce high-performance magnets with controlled orientation and specific strength.

Looking ahead to 2026, the Company plans to expand its capabilities to include NdFeB alloy production, further integrating our supply chain. Our products cater to diverse markets including Aerospace and Defense, Automotive, Energy, Industrials, Consumer Appliances, and Healthcare Technology. This diversified market presence positions the Company to capitalize on the growing demand for rare earth magnets across multiple industries.

Our strategic focus on these sectors, combined with our technological expertise, ensures that we are well-positioned to meet the global demand for high-performance magnets in the years to come.

Components of Results of Operations

Selling, general and administrative expenses

SG&A expenses primarily consist of employee-related costs, depreciation on buildings and equipment, amortization of right-of-use assets, professional and service fees, lease and utilities expenses.

Other operating income

Other income includes government grants.

Other non-operating income and expense

Other income includes miscellaneous income and other expense primarily includes other costs consist of miscellaneous loss and amortization of accumulated actuarial loss and loss on disposal of tangible assets and loss from shares repurchase liability.

Interest income

Interest income primarily includes realized gain on cash equivalent and unrealized gain on short-term loan.

Interest expense

Interest expense primarily consists of interest incurred on our finance leases and outstanding debts.

Gain (loss) on foreign currency

It consists of gain (loss) on translation and transaction of monetary assets and liabilities in foreign currencies.

Results of Operations for the Years Ended December 31, 2025 and 2024 (in thousands, except as otherwise noted)

The following table provides our operating results for the periods indicated and percentage of revenue for each line item.

____________

*        not meaningful

Selling, general and administrative expenses

Selling, general and administrative expenses were $1,270 thousand for the year ended December 31, 2025, as compared to $869 thousand for the year ended December 31, 2024, an increase of $401 thousand, or 46.1%. This was primarily due to the increased number of employees and an increase in electricity expenses associated with factory operational preparation and an increase in depreciation expenses with the acquisition of property, plant, and equipment.

Other Income

Interest income consisting of other income was $20 thousand for the year ended December 31, 2025, which was similar with $21 thousand for the years ended December 31, 2024. The amount of change is not material and was primarily due to the impact of translation adjustments.

In addition, gain on foreign currency consisting of other income was $7 thousand for the year ended December 31, 2025, as compared to $61 thousand for the year ended December 31, 2024, a decrease of $54 thousand, or 88.6%. This was primarily due to decreased balance of monetary assets in foreign currencies and a decrease in gain on foreign exchange transactions incurred by equipment purchases in foreign currencies.

Other expenses

Interest expense consisting of other expense was $29,651 for the year ended December 31, 2025, as compared to $30,490 for the year ended December 31, 2024, a decrease of $839, or 2.8%. This was primarily due to a decrease in interest expense resulting from lease amortization.

Loss on foreign currency consisting of other expense was not incurred for the year ended December 31, 2025, as compared to $37,089 for the year ended December 31, 2024, a decrease of $37,089, or 100%. This was primarily due to exchange rate increases on foreign currency monetary assets, resulting in translation gains rather than losses.

Loss on share repurchase liabilities consisting of other expense was $470,679 for the year ended December 31, 2025, as compared to no such loss incurred for the year ended December 31, 2024, representing an increase of $470,679. This was primarily due to valuation losses recognized on derivative instruments related to the settlement obligation arising from appraisal rights by dissenting shareholders.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business requires expenditures for, among other things, maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents, operational cash flow and additional financing. Our liquidity as of December 31, 2025, is as follows (in thousands):

Our future liquidity requirements will depend on many factors, including funding needed to support other business opportunities and expenditures, and funding for working capital and general corporate purposes. We expect to satisfy our liquidity requirements through cash on hand, cash generated from the operations and additional financings.

Cash Flows (in thousands, except as otherwise noted)

Cash flows associated with operating, investing, and financing activities for the year ended December 31, 2025, and 2024 are summarized as follows:

Net Cash Used in Operating Activities

Cash flows used in operating activities were $999 thousand for the year ended December 31, 2025, primarily related to a net loss of $1,737 thousand, partially offset by $718 thousand in adjustments reconciling net loss to net cash used in operating activities of continuing operations.

Cash flows used in operating activities were $585 thousand for the year ended December 31, 2024, primarily related to a net loss of $853 thousand, partially offset by $267 thousand in adjustments reconciling net loss to net cash used in operating activities of continuing operations.

Net Cash Provided by Investing Activities

Cash flows provided by investing activities were $355 thousand for the year ended December 31, 2025, primarily due to cash inflows for collection of loans.

Cash flows used in investing activities were $44 thousand for the year ended December 31, 2024, with cash outflows of acquisitions of property, plant and equipment.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $246 thousand for the year ended December 31, 2025, primarily due to proceeds from short-term debt of $302 thousand and repayments of long-term debt of $39 thousand.

Cash flows provided by financing activities were $95 thousand for the year ended December 31, 2024, primarily related to $110 thousand in proceeds from short-term debts.

Dissenting Shareholder Appraisal Rights

In connection with the share exchange transactions contemplated by the share exchange agreements dated February 10, 2025, as amended (collectively, the “Agreements”), by and among the Company, EMT Sub Co., Ltd. (“EMT Sub”), and the other operating companies party thereto, shareholders who formally dissented at the general meeting of shareholders held to approve the share exchange (the “Share Exchange EGM”) were granted statutory appraisal rights under the Korean Commercial Code (the “Appraisal Rights”).

Pursuant to the Agreements, dissenting shareholders may obtain the Appraisal Rights by delivering to the Company, within 20 days from the date of the Share Exchange EGM, a written notice identifying the class and number of shares for which appraisal rights are elected (the “Appraisal Shares”). Upon receipt of valid notice, the Company is contingently required to repurchase the Appraisal Shares within two (2) months, provided the Share Exchange remains in effect and the dissenting shareholder does not withdraw its notice (by mutual agreement with the Company), after which any unpaid amount will begin to accrue interest at a statutorily dictated 6% interest rate per annum. The repurchase price for Appraisal Shares is determined by mutual agreement between the Company and the applicable dissenting shareholder through the Agreements.

Management accounts for these appraisal rights as a liability under ASC 480 measured at fair value, with changes recognized in earnings, until the obligation becomes unconditional at merger close. In connection with the transaction, the Company recognized a share repurchase liability of $470,679 and a corresponding loss on share repurchase liability valuation as of December 31, 2025.

In January 2026, the Company completed a comprehensive share exchange transaction pursuant to the approved share exchange agreement and became a wholly owned subsidiary of EMT Sub Co., Ltd. The payment amount was approximately $27.95 million as of the closing of the share exchange transaction and continues to accrue statutory interest until the actual payment date.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of December 31, 2025:

____________

(1)      Future lease payment obligations for operating and finance lease liabilities.

(2)      Long-term debt principal repayment obligations for individual cash loans, our bank loans, and loans provided by Korea Small and Medium-sized Enterprises and Startups Agency and Industrial bank of Korea.

As of December 31, 2025, there have been no material changes to our contractual obligations and commitments since December 31, 2024.

Going Concern

These financial statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, there is substantial doubt about the Company’s ability to continue as a going concern exists.

Primarily due to the absence of revenue sources and a focus on fixed asset investments as a newly established entity, the Company incurred losses of $1,737,251and $852,520 for the years ended December 31, 2025 and 2024, respectively, and net cash outflows from operating activities of $999,047 and $585,205 for the years 2025 and 2024, respectively. As of December 31, 2025, the Company reported no revenues and had negative working capital of $893,107, which excludes cash and cash equivalents of $109,646 and restricted cash of $35,802. As of December 31, 2024, the Company had positive working capital of $333,730, which excludes cash and cash equivalents of $492,984 and restricted cash of $34,014. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months and to support its business development objectives, the attainment of which is not assured.

The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. In addition, subsequent to the reporting period, the Company completed a share exchange transaction and became a wholly owned subsidiary of EMT Sub Co., Ltd. As a result, the Company expects to have access to financial and operational support from its parent company. However, the Company’s ability to obtain sufficient funding remains dependent on various factors, including the overall economic environment and the Company’s operating performance. While management expects that the Company will be able to meet its obligations through a combination of external financing and support from its parent company, there can be no assurance that such funding will be available on acceptable terms, or at all. The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact on our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

The Company’s cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. As of December 31, 2025 and December 31, 2024, the Company had $145 thousand and $527 thousand of cash and cash equivalents, including restricted cash, respectively. The Company’s investments are exposed to market risk due to fluctuations in interest rates, which may affect its interest income and fair market value of its investments. However, due to the short-term nature of the Company’s investment portfolio, the Company does not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of its portfolio. The Company therefore does not expect its operating results or cash flows to be materially affected by a sudden change in market interest rates.

Foreign Currency Exchange Risk

The Company expects that its future revenue will be generated globally in multiple currencies, primarily the Korean won and U.S. dollar. Accordingly, the results of future operations and cash flows may be subject to fluctuations due to changes in foreign currency exchange rates. As the Company has not generated revenue to date

and the impact of foreign currency exchange rates has not been material to its historical financial position, the Company has not entered into derivative or hedging transactions. The Company may consider such transactions in the future if its exposure to foreign currency becomes more significant.

Tariff and Trade Policy Risk

Recent and potential future changes to U.S. trade policy, including the implementation and potentially further expansion of tariffs under the Trump administration, may materially impact global supply chains and trade dynamics that are relevant to the Company’s operations. In particular, the imposition of new or increased tariffs on imports from manufacturing economies — including the Republic of Korea, where the Company’s operations are currently based — could have a direct impact on the Company’s financial condition and results of operations.

Such tariffs may result in either favorable or adverse effects. For example, tariffs imposed on Chinese-manufactured magnets could enhance the competitiveness of the Company’s products in the U.S. market by positioning the Company as a non-China supplier. Conversely, tariffs on raw materials or intermediate goods sourced from impacted regions could increase the Company’s input costs or limit access to critical materials necessary for production.

In response to the imposition of tariffs by the United States, China has enacted export controls on rare earth elements — materials that are essential to the Company’s sintered magnet production and are currently dominated by Chinese supply. If tariff conflicts between the United States and China were to escalate further, such export controls may become even more restrictive, not only with respect to direct U.S. buyers, but also potentially to companies with affiliations or commercial ties to the United States. As a result, the Company may experience increasing difficulty in procuring rare earth materials at competitive prices or in adequate volumes.

While the Company may seek to secure alternative sources of rare earth materials from suppliers outside of China, such alternative suppliers may also raise their prices due to tightening global supply and increased demand. These developments could adversely affect the Company’s cost structure and financial performance. However, given that rare earth elements are widely recognized as strategic and critical materials for the U.S. defense industry and European economies, the Company expects that any increase in raw material procurement costs would likely be reflected in selling prices to customers over time, thereby partially offsetting the financial impact.

Due to the uncertainty surrounding the scope, timing, and implementation of any such trade measures — as well as the complexity of global supply chain responses — the Company is currently unable to reasonably quantify the potential impact of these developments on its prospective financial statements included herein. The Company will continue to monitor developments in international trade policy and evaluate appropriate risk mitigation strategies as circumstances evolve.

Off-Balance Sheet Arrangements

During the period presented, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as disclosures of contingent assets and liabilities. Significant estimates include, among others, the useful lives of property, plant and equipment, allowance for credit losses, valuation of deferred tax assets, lease liabilities and right-of-use assets, defined severance benefits, income tax uncertainties, and other contingencies. Certain of these estimates require significant judgment and are considered critical to understanding the Company’s financial condition and results of operations. The Company has identified the following areas as involving critical accounting estimates, which are discussed below.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Property, plant and equipment under finance leases are stated at the present value of the lease payments.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company evaluates long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing this assessment, management considers factors such as the Company’s current operating status, future production plans, and expected cash flows. As of December 31, 2025, management performed an impairment assessment and concluded that no impairment charge was necessary.

Defined Severance Benefits

The Company maintains a defined benefit pension plan covering substantially all employees in accordance with the applicable laws and regulations in Korea. The related obligations are measured based on actuarial valuations using various assumptions, including discount rates, salary growth rates, and employee turnover.

These assumptions require management’s judgment and may have a significant impact on the measurement of the defined benefit obligation. As of December 31, 2025, management evaluated the key assumptions and concluded that the recorded obligation appropriately reflects the Company’s expected future payments.

Share Repurchase Liabilities

The Company accounts for dissenting shareholder appraisal rights as a liability measured at fair value. The measurement of this liability requires significant judgment, including the estimation of expected settlement amounts and the assessment of relevant contractual terms and conditions.

Changes in key assumptions, including expected settlement timing and statutory interest, may have a material impact on the valuation of the liability.

Recent Accounting Pronouncements

See Note 1.(20) to audited annual financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this prospectus for recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this prospectus.

INFORMATION ABOUT NS WORLD

Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us,” “our” or “NS World” refer to the business of NS World and its subsidiary.

All Korean Won (KRW) figures in this section have been converted to United States Dollars (USD) at an average daily exchange rate of USD/KRW 1,422.0 for the year ended December 31, 2025 and USD/KRW 1,363.98 for the year ended December 31, 2024.

Share Exchange Agreement

On February 10, 2025, EM entered into a definitive share exchange agreement to acquire NS World, which was amended on March 31, 2025. The acquisition of NS World closed concurrently with the consummation of the Business Combination on January 5, 2026, at which time NS World became an indirect wholly owned subsidiary of EM LLC through Korea DRE.

Our Business

NS World is a leading manufacturer of advanced bonded magnets and resale of sintered magnets, providing essential components for industries such as automotive, electronics, and renewable energy. These magnets are critical in various applications, from electric vehicle motors to high-performance electronic devices, where precision, durability, and efficiency are paramount.

Bonded magnets are created by binding magnetic powders with a polymer or resin, allowing them to be molded into complex shapes with high dimensional accuracy. This makes them ideal for applications where space is limited, and specific geometric configurations are required. Bonded magnets are known for their isotropic properties, meaning they can be magnetized in any direction, offering flexibility in design and application.

Sintered magnets, on the other hand, are produced through a process of compacting fine magnetic powders and then sintering them at high temperatures to form a solid, dense material. These magnets are typically stronger than bonded magnets and are used in applications where higher magnetic strength is needed. Sintered magnets are often found in motors, sensors, and actuators, where high power density and thermal stability are critical.

A key aspect of both bonded and sintered magnets is the process of doping, which involves adding small amounts of other elements to the magnetic material. Doping is essential because it can significantly enhance the performance characteristics of the magnets. For example, adding rare earth elements like neodymium (Nd) and praseodymium (Pr) to the magnet’s base material can increase its magnetic strength, thermal stability, and resistance to demagnetization. This is particularly important in high-demand applications, such as electric vehicle motors, where operating conditions are extreme, and reliable performance is crucial. NS World’s expertise in doping and material science ensures that their magnets meet the stringent demands of modern applications. By precisely controlling the doping process, NS World can tailor the magnetic properties of their products to meet specific customer requirements, such as maximizing magnetic field strength, minimizing weight, or improving thermal stability.

The Company’s commitment to innovation and quality control has enabled it to develop a wide range of high-performance magnets that consistently meet or exceed industry standards. NS World’s magnets are not only engineered for superior performance but are also designed to provide long-term reliability in challenging environments, ensuring that their customers can trust these components to function optimally under the most demanding conditions. Through continuous product development and technological advancements, NS World maintains a competitive edge in the global magnet industry, providing critical solutions that drive the success of its clients in rapidly evolving markets.

NS World — Overview

NS World was founded in 2013 under the laws of Korea. Specializing in the manufacture and sale of a diverse range of magnet products, NS World has quickly become a key player in an industry experiencing rapid technological advancement. Since its inception, the Company has expanded its focus from home appliances to pioneering cutting-edge magnet technologies. NS World processes NdPr alloy into bonded magnets and NdPr compounds, it also manufactures and supplies finished magnet products to OEM’s, maintaining full control over the entire production process through its headquarters and primary operations based in Korea.

NS World is at the forefront of the global transition to a more sustainable and greener future. The company focuses on the production of advanced bonded, collaborating closely with clients to develop and deliver solutions that precisely align with their evolving needs. By leveraging cutting-edge technology, NS World ensures that its products consistently meet the highest standards of quality and reliability, empowering customers to optimize performance, minimize errors, and confidently scale their operations.

NS World offers a diverse portfolio of magnet products, including NdFeB sintered magnets, NdFeB bonded magnets, AlNiCo magnets, SmCo magnets and ferrite magnet resin products, each designed to meet the specific requirements of clients, whether in terms of material properties, performance benchmarks, or delivery timelines. A commitment to continuous innovation and the development of proprietary technologies has positioned NS World as a leader in the global magnet industry. The company supports a wide range of sectors, from automotive to electronics, as they strive for excellence in an era marked by rapid electrification and automation.

Our Company

NS World was founded as a corporation in 2013 to meet the growing demand for magnets. Since 2013, the Company has made great strides in becoming a global leader in magnets across multiple industries including home appliance, automotive, energy, and more, with significant developments to improve both end product quality and reliability. The Company is headquartered at 99 Naechuokso-gil, Buk-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, South Korea.

Highlights

•        NS World’s In-House Expertise:    NS World boasts an in-house team with decades of specialized experience in magnet technology with a production capacity of 400 tonnes a year, ensuring the highest level of expertise in the industry. This extensive knowledge base supports the company’s innovative approach to developing cutting-edge magnetic solutions.

•        Diverse Product Offerings:    NS World provides an extensive range of magnet products, including highly specialized bonded and sintered magnets. These products are meticulously tailored to meet the specific needs of customers across various sectors, from EV motors to high-precision electronic components. This diverse product lineup ensures that NS World can deliver optimal performance solutions for a broad spectrum of applications.

•        Strong Supplier Network:    The Company has an existing diverse supplier network to support its magnet making operations.

•        Global Presence and Strategic Expansion:    With its headquarters in South Korea, NS World has established a strong global presence. The Company’s strategic expansion into key international markets has solidified its reputation as a trusted supplier of high-quality magnets worldwide. This global reach allows NS World to effectively serve a diverse clientele and meet the growing demand for advanced magnetic solutions.

•        Uncompromising Quality Control:    NS World places a strong emphasis on rigorous quality control throughout its manufacturing processes. By adhering to stringent industry standards, the Company ensures that all its products consistently meet the highest levels of performance and reliability. This dedication to quality makes NS World a preferred partner for those seeking high-performance magnetic solutions.

•        Commitment to the Green Transition:    NS World is at the forefront of supporting the global transition to renewable energy. The Company is dedicated to producing magnets that are critical for renewable energy systems and EVs, playing a pivotal role in advancing sustainable technologies. This commitment aligns with NS World’s broader mission to contribute to a greener, more sustainable future.

NS World Strategy

•        Innovation and Product Development:    NS World is a leader in pushing the boundaries of advanced magnet technology, continuously driving innovation in bonded and sintered magnets. The Company’s commitment to cutting-edge research and the aggressive pursuit of new patents ensures that it remains at the forefront of industry trends, delivering superior, tailored products that meet and exceed customer expectations.

•        Strategic Global Expansion:    NS World is actively expanding its footprint in key international markets, including the U.S., Europe, and Asia. This strategic growth enhances the Company’s ability to serve a diverse global client base, capturing new market opportunities and strengthening its position as a global leader in magnet technology.

•        Optimized In-House Production:    With a strong focus on in-house production, NS World invests heavily in state-of-the-art manufacturing equipment. This approach guarantees consistent, high-quality products while optimizing cost efficiency and reducing dependency on third-party suppliers, ensuring the Company maintains control over the entire production process.

•        Customer-Centric Operations:    NS World places its customers at the heart of its operations, fostering long-term relationships through personalized service and attention to detail. The Company ensures that every product meets exact specifications and provides ongoing support throughout the product’s lifecycle, reinforcing its reputation for exceptional customer service.

•        Efficient Supply Chain Management:    NS World has refined its supply chain operations to ensure the efficient and timely delivery of products. By streamlining order processing and optimizing logistics, the Company bolsters its reputation for reliability and trustworthiness, ensuring that customers receive their products when and where they need them.

Market Overview

Growth Potential

The global magnets and magnetic material industry is poised for significant growth, driven by a variety of factors across key sectors such as electric vehicles, renewable energy, consumer electronics, healthcare, and defense applications. Current market dynamics and economic projections underscore the industry’s robust expansion potential as new magnetic technologies are continued to be developed.

One of the primary drivers of this growth is the rapid adoption of EVs. NdFeB magnets are critical components in the electric motors used in EVs, providing the necessary efficiency and power density for high-performance applications. As governments worldwide push for the adoption of cleaner transportation solutions and automakers accelerate their EV production, the demand for these high-performance magnets is expected to increase substantially.

According to Verified Market Forecast: Global Magnets and Magnetic Materials Market By Type, the global magnet and magnetic material market was valued at $10.46B in 2023 and is expected to reach $15.05B by the end of 2030, representing a CAGR of 6.26%. A large part of this growth is attributed to NdFeB magnets as demand for thermal degradation resistant materials become more important with the advancements in electric motors, generators, and other high temperature applications.

Bonded Magnet Market

Bonded magnets, particularly those made from NdFeB, are known for their exceptional magnetic properties and flexibility in design. They can be manufactured in complex shapes and sizes, which makes them suitable for a diverse array of applications in technologies across automotive, energy, and defense. The bonded magnet market growth is driven by increasing demand across a wide range of applications. According to Verified Market Reports: Global Bonded Magnet Market By Type, the bonded magnet market was estimated to be $3.0B in 2023 and is forecasted to grow at a CAGR of ~6% through 2030 to $5.0B.

One of the key factors driving the growth of the bonded magnet market is the ongoing advancements in technology. As industries continue to push the boundaries of innovation, the demand for high-performance materials like bonded magnets increases. These magnets are crucial in various high-tech applications, including consumer electronics, where they are used in devices such as hard drives, speakers, and sensors. In industrial machinery, bonded magnets are employed in motors, actuators, and various automated systems, where their design flexibility and magnetic strength are highly valued.

Another significant driver of market growth is the emphasis on miniaturization and performance efficiency. In many modern applications, there is a need for smaller, lighter components that do not compromise on functionality. Bonded magnets meet this requirement by providing strong magnetic performance in compact and lightweight designs. This attribute is particularly important in fields like automotive engineering, aerospace, and renewable energy, where space and weight constraints are critical considerations.

Sintered Magnet Market

The sintered magnet market is undergoing a period of significant transformation, marked by robust growth and evolving demand across various sectors. Sintered magnets are renowned for their superior magnetic properties, including high magnetic strength and thermal stability. These characteristics make them indispensable in numerous industrial and technological applications. According to Verified Market Reports: Global Sintered NdFeB Magnet Market By Type, the sintered magnet market was estimated to be $2.0B in 2023, and is forecasted to grow at a CAGR of ~8% through 2030 to $4.3B.

The demand for sintered magnets is primarily driven by advancements in technology, increasing applications in various industries, and the growing need for magnetic materials that can retain their magnetic properties at high temperatures. These qualities are highly sought after in automotive, renewable energy, and defense industries where demand is a primary growth driver for the sintered magnet market.

The sintered magnet market is characterized by a strong emphasis on R&D to enhance the properties and performance of these materials. Innovations in manufacturing processes, such as improvements in powder metallurgy and magnetic alignment techniques, are leading to the production of sintered magnets with superior characteristics. These advancements enable manufacturers to meet the growing demands for higher efficiency, reliability, and performance in various applications.

Products

Main products & services

1.      NdFeB Sintered Magnet: NdFeB sintered magnets are produced through a powder metallurgy process, where fine particles of neodymium, iron, and boron are compacted under high pressure in a mold. This compacted form is then sintered at high temperatures, causing the particles to fuse into a dense, solid structure. The resulting magnets are subjected to magnetic field alignment to enhance their magnetic properties, making them highly effective for use in electric motors, generators, and precision instruments where compact, powerful magnetic fields are required.

2.      NdFeB Bonded Magnet: NdFeB bonded magnets are manufactured by blending neodymium-iron-boron powder with a polymer binder, which allows the mixture to be molded into complex shapes through processes like injection molding, compression molding, or extrusion. After forming, the magnets are cured to solidify the polymer and bond the particles together. This manufacturing method enables the production of magnets with intricate geometries, making them ideal for applications in compact electronic devices, medical equipment, and custom automotive components where uniform magnetic performance is necessary.

3.      AlNiCo Magnet: AlNiCo magnets are produced through casting or sintering processes, where aluminum, nickel, cobalt, and iron alloys are melted and poured into molds for casting or compacted under pressure for sintering. After cooling, the magnets undergo a heat treatment process, followed by a controlled cooling or annealing process, which enhances their magnetic properties. The final step often involves grinding the magnets to achieve the desired dimensions and magnetic orientation. This manufacturing process gives AlNiCo magnets their high temperature stability and corrosion resistance, making them suitable for demanding environments like sensors and high-temperature machinery.

4.      SmCo Magnet: SmCo magnets are manufactured by combining samarium and cobalt powders through a process called powder metallurgy. The powders are compacted in a mold under high pressure and then sintered at high temperatures to create a dense, solid material. The sintered magnets are then magnetized in a strong magnetic field to align the magnetic domains, resulting in high magnetic performance and stability. The exceptional thermal stability and resistance to oxidation of SmCo magnets make them ideal for extreme conditions, such as aerospace and military applications.

5.      Ferrite Magnet Resin: Ferrite magnet resin is made by mixing ferrite powder with a resin binder, allowing the material to be molded into various shapes using processes like injection molding or compression molding. Once molded, the material is cured to harden the resin and lock the magnetic particles in place. This manufacturing process results in cost-effective magnets that offer moderate magnetic strength and excellent environmental resistance, making them suitable for applications like automotive motors, household appliances, and electronic devices. The resin coating provides additional protection against corrosion, ensuring durability in harsh environments.

Research & Development

The company’s focus on advancing its sintered and bonded magnet divisions through targeted research and development is key to driving future growth. By prioritizing these areas, NS World is committed to not only improving the quality and performance of its products but also expanding its capacity to meet increasing market demands through R&D. NS World is committed to enhancing these divisions by optimizing commercial scaling and increasing output production. This focus on innovation is designed to ensure that NS World not only meets current

market demands but also sets new standards in magnet technology. Looking ahead, NS World is poised to further refine its manufacturing processes and expand its product offerings in the bonded magnet markets, ensuring these technologies continue to lead the industry in performance and reliability.

NS World plans to bring several new processes to its business that improve the process in which bonded and sintered magnets are created in turn expanding NS World’s product applications and capabilities. A few examples are the following:

•        Experimental Mold Improvements:    research to improve precision and quality of the products magnetic properties.

•        Nd Compound:    Research to secure Nd resin with the highest magnetic performance and stable physical properties when Nd powder is combined with polyimide resin in Nd compound.

•        Nd Injection Molding:    research to improve the neodymium (Nd) injection process in the magnet-making process, specifically for bonded NdFeB magnets (which are formed by injecting a mixture of neodymium powder and a binder into a mold), to enhance the quality, performance, and production efficiency of the magnets

Suppliers

The Company engages in strategic purchase agreements with third-party suppliers to acquire essential raw materials, including NdPr alloy, NdPr flake, TbDy alloy, and TbDy flake, which are critical for manufacturing its specialized magnet products. These materials are procured based on specific customer orders, and the Company’s production capacity is largely dependent on the quality and quantity of the feedstock obtained, as well as the composition of the demanded products.

Due to the inherent volatility in pricing, supply availability, and various regulatory restrictions associated with these materials, the Company proactively manages risks by maintaining strong relationships with multiple suppliers. This ensures flexibility in sourcing alternative materials if supply disruptions or other constraints arise. The Company continuously monitors the supply chain landscape to anticipate and mitigate potential issues, ensuring uninterrupted production and the ability to meet customer demands effectively. Additionally, the Company invests in long-term partnerships and collaborative efforts with key suppliers to enhance the stability of its supply chain. These relationships are crucial not only for securing consistent feedstock but also for enabling the Company to adapt to market changes, innovate in material processing, and sustain a competitive edge in the industry.

Marketing

Marketing bonded and sintered magnets requires a targeted approach due to the highly specialized nature of the product. The company has industry relationships from the management team’s experience and a network that supported an initial customer base. The consistent quality and timely delivery of the product allowed for those relationships to expand. The Company continues to focus marketing efforts on industries and companies that rely on advanced magnet specification requirements, as well as emphasizing the unique advantages of the Company’s products.

Customers

NS World specializes in manufacturing and selling specialized magnets. The Company’s business transactions typically follow this process: (i) a customer submits an RFQ for a price estimate, (ii) NS World provides the corresponding quote, (iii) the Company and the customer agree on a PO, and (iv) NS World manufactures the specified specialized magnets according to the PO and delivers them to the customer. The lead time from order to delivery generally ranges from one to six months, depending on product complexity and volume.

NS World has been selling bonded magnets, alnico magnets, and ferrite magnets to a number of leading global manufacturers since 2007. Some of NS World’s notable customers include Ford, Hyundai, LG, and Samsung, among others. These customers operate across the automotive, electronics, and industrial sectors and represent long-standing commercial relationships. NS World’s ability to supply these multinational corporations for over a decade reflects its technical expertise, manufacturing reliability, and ability to meet stringent quality standards.

Client Acquisition Process

During its client acquisition process, the Company typically obtains a substantial agreement in the form of RFQ with the prospective customer. Each RFQ typically takes one to three years to draft, negotiate and execute and is usually 10 pages or longer with detailed steps from scoping to testing to contract. The steps are typically broken down into:

1.      Scoping Customer Solution (one to three months):    this step includes identifying the scope of solution required by and to be provided to prospective customers.

2.      Proof of Concept and Benchmarking (three to six months):    this step includes testing and benchmarking of NS World’s solution for prospective customers.

3.      Initial Deployment:    once proof of concept is completed and the prospective customer is satisfied, then NS World and the prospective client will carry out the initial deployment.

The Company is currently in different stages of this process with numerous Tier 1 manufacturers in Korea.

Competition

The competition for a company producing bonded and sintered magnets is primarily composed of established players within the global rare earth supply chain. This includes large multinational corporations, mining companies, and specialized material processors that dominate the market, particularly those based in China, which accounts for the majority of global bonded and sintered magnet production. Competitors in this space typically have vertically integrated operations, controlling the supply from mining to magnet, giving them significant cost and supply chain advantages.

In addition to Chinese firms, Western companies are increasingly investing in magnet making technology, especially as demand rises for EVs, renewable energy technologies, and advanced electronics. These competitors may focus on developing alternative supply chains to reduce dependence on Chinese materials, positioning themselves as reliable, politically neutral sources for magnets. Smaller, specialized firms may also compete by offering niche products or advanced materials with tailored properties for high-tech applications.

The competition also includes companies investing heavily in R&D to improve the compaction, injection, and composition of magnetic materials, aiming to differentiate through innovation, quality, and sustainability. This drives a highly competitive environment where price, supply chain reliability, and technological advancements are key differentiators.

Intellectual Property

NS World’s success and competitive strength are closely linked to its technological advancements and the comprehensive protection of its intellectual property. The Company employs a broad strategy to secure its intellectual assets, which includes securing patents, trademarks, copyrights, trade secrets, and confidentiality agreements. With a focus on Korea and key global markets, NS World holds one patent in Korea.

In addition to patents, NS World possesses a wide range of intellectual property, such as trademarks, design rights, know-how, copyrights, and domain names. To safeguard these assets, the Company implements strict access controls and legal agreements with employees, contractors, customers, and partners. These measures are critical in preventing unauthorized use or replication of NS World’s innovations. However, as the Company expands globally, the risk of intellectual property infringement by third parties remains a concern.

Given the competitive nature of its industry, NS World recognizes the frequency of intellectual property disputes, particularly over patents. As the Company continues to grow, it anticipates that competitors may attempt to imitate its products or develop similar technologies, potentially leading to legal challenges. NS World is proactive in defending its intellectual property rights and prepared to address any infringement claims. The consequences of such claims could include significant financial penalties, restrictions on product sales, or the need to create non-infringing alternatives, all of which could impact the Company’s operations and profitability.

As NS World expands its global presence, it faces increasing challenges in protecting its intellectual property across different jurisdictions. The effectiveness of legal protections, such as patents and trademarks, can vary by country, potentially exposing the Company to greater risks in regions where IP laws are less stringent. To mitigate these risks, NS World continuously adapts its intellectual property strategies, ensuring that its innovations are protected in all key markets.

NS World’s dedication to protecting its intellectual property is a fundamental aspect of its business strategy. The Company understands that its ability to innovate and maintain a competitive advantage is directly tied to the strength and security of its intellectual property portfolio. As a result, NS World is committed to continually improving its intellectual property protections, ensuring that it can uphold its leadership position in the industry while navigating the complexities of the global market.

Subsidiaries

The Company has no existing subsidiaries

Human Capital Resources

The people of NS World are the Company’s most valuable asset in fulfilling the Company’s mission. At the core of the Company’s success is the relentless pursuit to maintain and nurture the innovative culture that instills an environment where its employees feel motivated and empowered to deliver results through an unwavering commitment to doing what is right in a safe environment.

Employees

As of December 31, 2025, the Company has 33 total employees of which none are subject to any collective bargaining agreements. The Company has two registered directors all of which are fully dedicated to the Company.

NS World offers employees fringe benefits such as a defined benefit retirement plan, medical insurance. In addition, NS World offers personal leave of absence, family and sick leave, paid holidays and paid vacation. NS World plans to establish a more comprehensive individual benefits plan, subject to board and management approval.

NS World also strives to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment. It provides training for its employees covering harassment, discrimination and unconscious bias. Its employees have multiple avenues available through which inappropriate behavior can be reported, and its policies require all reports of inappropriate behavior to be promptly investigated with appropriate action taken.

Properties

NS World’s principal executive offices are located at 99 Naechuokso-gil, Buk-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, South Korea. The Company owns one land property and one building on such land. The Company’s primary facility is on the owned land and management deems to facility in good standing condition.

Real Property

The Company owns one building and one piece of land on which the building sits.

The factory with the address at 99 Naechuokso-gil, Buk-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, South Korea is located within the owned properties.

Leases

The Company leases apartments as part of employee dormitory welfare and holds lease agreements for 2 vehicles.

Commitments & Contingencies

NS World has no ongoing or pending investigations or litigation.

Government Regulations

NS World’s competitive edge and operational effectiveness are closely tied to adherence to global trade, tariff policies, and regulatory frameworks. This is especially crucial given the Company’s reliance on international suppliers for raw materials and a broad customer base. Tariffs on imported components and products in export markets can lead to increased costs, potentially affecting competitiveness.

Export control laws, particularly those enforced by China and other jurisdictions, play a significant role in regulating the sale, transfer, and distribution of NS World’s products and technologies. These laws can restrict the export of feedstock, particularly when deemed critical to national security or economic stability, impacting NS World’s supply chain and production capabilities. Additionally, NS World must navigate complex compliance with domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, which prohibits improper payments to officials for business purposes. As NS World’s global footprint grows, the company faces heightened exposure to these regulations, increasing the risk of legal and financial consequences.

Moreover, NS World must comply with environmental, health, and safety regulations across all regions where it operates or sells its products. These regulations address critical issues, including the handling and disposal of hazardous materials, employee safety standards, and the use and recycling of hazardous materials in its products. Compliance with these laws is vital not only for maintaining operational integrity but also for ensuring that NS World meets the regulatory requirements of its global customer base. The complexity of these regulations, particularly as they vary across different jurisdictions, requires continuous monitoring and adaptation to avoid penalties and maintain the trust of customers and stakeholders.

NS World also faces challenges related to import and export permits, licensing, and transaction review procedures in various countries. These laws can limit NS World’s ability to produce or distribute its products or affect the ability of customers to incorporate NS World’s products into their own manufacturing processes. The company must ensure that the exportation, re-exportation, and importation of its products, as well as the components and technologies necessary for their manufacture, comply with these regulations. The company’s ability to navigate these complex regulatory landscapes will be critical to its continued success in the highly competitive specialized magnets industry.

Directors & Executive Officers

The following table sets forth the names and ages of the members of NS World’s executive officers and the positions held by each.

The following is information about the experience and attributes of the members of NS World’s senior executive officers as of the date of this prospectus. The experience and attributes of NS World’s executives discussed below provide the reasons that these individuals were selected for board membership, as well as why they continue to serve in such positions.

Executive Officers & Directors

•        Kim Kang-yong — graduated from the Department of Geography Education at Cheongju University. Soon after Kim Knag-yong joined Jawooh Electronics Co., Ltd., where he built a successful career until his departure. The following month he became the manager of N&P, a role that led to his appointment as CEO in March 2011. Building on his leadership experience, he was appointed CEO of NS World in April 2014, further advancing his career in the industry.

•        Hong Eui-taeg — graduated from Chungbuk National University with a Bachelors in Science in Chemical Engineering. He then went on to join Yusung Mulsan, a Korean Company before joining Inkyeong Silk. He then served at N&P before joining NS World full time in 2014.

•        Seonhee Kang — graduated from Chungcheong University with a degree in electronics. He then went on to join Jahwa Electronics Co., Ltd. until he joined NS World full time in 2015.

•        Kim Hee-young — graduated from Chungbuk Health and Science University — automotive engineering, then joined NS World as Director in 2018.

Family Relationships

Hong Eui-taeg, the Executive Director of NS World, is the brother-in-law of Kim Kang-yong, the CEO of NS World.

Seonhee Kang, the Director of NS World, is the spouse of Kim Kang-yong, the CEO of NS World.

Kim Hee-young, the Director of NS World, is the child of Kim Kang-yong, the CEO of NS World.

Corporate Governance

Composition of the Board of Directors

NS World’s board of directors does not hold any subcommittees. Upon closing, the Company will elect a board of directors. When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable NS World’s board of directors to satisfy its oversight responsibilities effectively in light of its business and structure, the board of directors expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Certain Relationships & Related Party Transactions

The Company does not have a formal written policy for the review and approval of transactions with related parties. Its unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire board of directors of the Company for any possible conflicts of interest. The Board of Directors of the Company is responsible for review, approval, or ratification of “related-person transactions” involving the Company and related persons.

NS World’s Related Party Transactions — Sales to N&P Co., Ltd in 2023

On January 31, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 275,193,600 (approximately USD 206,369).

On February 28, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 186,697,093 (approximately USD 140,005).

On March 31, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 172,923,905 (approximately USD 129,677).

On April 30, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 203,016,000 (approximately USD 152,243).

On May 31, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 238,887,000 (approximately USD 179,143).

On June 30, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 250,723,000 (approximately USD 188,019).

On July 7, 2023, NS World sold one extruder to N&P Co., Ltd, for a total amount of KRW 234,300,000 (approximately USD 175,703).

On July 31, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 176,616,000 (approximately USD 132,445).

On August 31, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 268,902,700 (approximately USD 201,652).

On September 30, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 153,107,900 (approximately USD 114,817).

On October 31, 2023, NS World sold H-IG to N&P Co., Ltd, for a total amount of KRW 275,397,100 (approximately USD 206,522).

On November 30, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 114,713,500 (approximately USD 86,024).

On December 31, 2023, NS World sold NdFeB-Powder to N&P Co., Ltd, for a total amount of KRW 172,049,790 (approximately USD 129,021).

NS World’s Related Party Transactions — Purchases from N&P Co., Ltd in 2023

On January 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 286,231,880 (approximately USD 214,647).

On February 28, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 197,786,102 (approximately USD 148,321).

On March 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 184,127,507 (approximately USD 138,078).

On April 30, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 214,111,920 (approximately USD 160,564).

On May 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 249,954,628 (approximately USD 187,443).

On June 30, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 261,729,070 (approximately USD 196,272).

On July 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 187,626,859 (approximately USD 140,703).

On August 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 279,994,024 (approximately USD 209,969).

On September 30, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 164,234,648 (approximately USD 123,161).

On October 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 286,511,042 (approximately USD 214,856).

On November 30, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 125,668,978 (approximately USD 94,240).

On December 31, 2023, NS World purchased raw material (NS-760) from N&P Co., Ltd, for a total amount of KRW 183,011,178 (approximately USD 137,241)

NS World’s Related Party Transactions — Sales to KCM in 2023

On February 28, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 172,700,000 (approximately USD 129,509).

On March 31, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 143,000,000 (approximately USD 107,237).

On April 30, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 119,900,000 (approximately USD 89,914).

On May 31, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 255,200,000 (approximately USD 191,376).

On June 30, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 242,000,000 (approximately USD 181,477).

On July 27, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 115,500,000 (approximately USD 86,614).

On August 31, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 125,400,000 (approximately USD 94,038).

On September 25, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 130,900,000 (approximately USD 98,163).

On October 31, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 131,450,000 (approximately USD 98,575).

On November 30, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 123,200,000 (approximately USD 92,388).

On December 28, 2023, NS World sold PrNd Metal to KCM, for a total amount of KRW 112,420,000 (approximately USD 84,304).

NS World’s Related Party Transactions — Purchases from KCM in 2023

On January 31, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 319,000,000 (approximately USD 239,220).

On February 28, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 319,000,000 (approximately USD 239,220).

On March 31, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 201,300,000 (approximately USD 150,956).

On May 31, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 220,000,000 (approximately USD 164,979).

On June 30, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 220,000,000 (approximately USD 164,979).

On September 4, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 213,400,000 (approximately USD 160,030).

On October 31, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 266,750,000 (approximately USD 200,037).

On November 30, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 266,750,000 (approximately USD 200,037).

On December 20, 2023, NS World purchased NdFeB-Powder from KCM, for a total amount of KRW 266,750,000 (approximately USD 200,037).

NS World’s Related Party Transactions — Purchases from KCM from January 01, June 30, 2024

On January 3, 2024, NS World made an accounts payable payment totaling $44,994 to KCM for a raw material purchase.

On January 16, 2024, NS World made an accounts payable payment totaling $59,993 to KCM for a raw material purchase.

On February 1, 2024, NS World made an accounts payable payment totaling $52,493 to KCM for a raw material purchase.

On February 29, 2024, NS World made an accounts payable payment totaling $22,497 to KCM for a raw material purchase.

On March 19, 2024, NS World made an accounts payable payment totaling $14,998 to KCM for a raw material purchase.

On April 16, 2024, NS World made an accounts payable payment totaling $22,497 to KCM for a raw material purchase.

NS World’s Related Party Transactions — Sales to TIANJIN TNTT Co., Ltd., from January 01, June 30, 2024

On January 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $23,520.

On January 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. Totaling $15,790.

On January 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $756.

On January 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $942.

On January 14, 2024, NS World sold products to Tianjin TNTT Co., Ltd. totaling $382.

On January 14, 2024, NS World sold products to Tianjin TNTT Co., Ltd. totaling $339.

On January 27, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $16,026.

On January 27, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $399.

On January 27, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $473.

On January 27, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $922.

On February 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $23,395.

On February 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $26,023.

On February 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $845.

On February 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $231.

On March 1, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $13,617.

On March 1, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $9,904.

On March 1, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $186.

On March 1, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $76.

On March 1, 2024, NS World sold products to Tianjin TNTT Co., Ltd. totaling $520.

On March 1, 2024, NS World sold products to Tianjin TNTT Co., Ltd. totaling $400.

On March 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $27,153.

On March 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $26,648.

On March 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $4,009.

On March 17, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $119.

On March 31, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $14,953.

On March 31, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $98.

On April 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $48,842.

On April 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $23,930.

On April 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $207.

On April 14, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $200.

On April 28, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $11,149.

On May 19, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $40,275.

On May 19, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $317.

On May 19, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $124.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $5,552.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $371.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $362.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $38,747.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $1,892.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $1,892.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $1,892.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $1,892.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $473.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $63,158.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $4,466.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $4,605.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $1,131.

On June 16, 2024, NS World sold goods to Tianjin TNTT Co., Ltd. totaling $1,131.

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT Co., Ltd., from January 01, June 30, 2024

On January 17, 2024, NS purchased raw materials from Tianjin TNTT Co., Ltd. totaling $34,022.

On February 13, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $42,954.

On February 28, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $43,323.

On March 27, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $45,825.

On April 17, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $32,908.

On May 3, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $20,591.

On May 14, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $37,968.

On May 29, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $22,130.

On June 19, 2024, NS World purchased raw materials from Tianjin TNTT Co., Ltd. totaling $97,040.

NS World’s Related Party Transactions — Sales to N&P Co., Ltd from January 01, June 30, 2024

On January 31, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $254,242.

On February 29, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $73,882.

On March 4, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $847.

On March 31, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $86,024.

On April 11, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $80,015.

On April 30, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $186,510.

On May 8, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $184,777.

On May 8, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $184,777.

On May 23, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $387.

On June 18, 2024, NS World sold goods to N&P Co., Ltd. for a total amount of $124,312.

NS World’s Related Party Transactions — Purchases N&P Co., from January 01, June 30, 2024

On January 31, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $19,010.

On January 31, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $14,822.

On February 29, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $11,699.

On February 29, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $11,488.

On March 4, 2024, NS World purchased raw materials from N&P Co., Ltd. for a total amount of $30,466.

On March 31, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $360.

On March 31, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $14,623.

On March 31, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $19,478.

On April 29, 2024, NS World purchased raw materials from N&P Co., Ltd. for a total amount of $148,625.

On April 30, 2024, NS World purchased raw materials from N&P Co., Ltd. for a total amount of $11,406.

On April 30, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $21,935.

On April 30, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $17,423.

On May 31, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $13,161.

On May 31, 2024, NS World purchased raw materials from N&P Co., Ltd. for a total amount of $153,944.

On June 30, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $11,634.

On June 30, 2024, NS World purchased raw materials from N&P Co., Ltd. totaling $71,519

On June 30, 2024, NS World purchased goods from N&P Co., Ltd. for a total amount of $19,108.

On June 30, 2024, NS World purchased raw materials from N&P Co., Ltd. for a total amount of $71,519.

NS World’s Related Party Transactions — Loans and Compensation to Related Parties from January 01, December 31, 2024

From January to December 2024, NS World provided a loan to Kim, Kang-yong totaling KRW 88,596,670 with KRW 42,000,000 repaid as of December 31, 2024.

From January to December 2024, NS World held a credit line of $2,527,653 with the Industrial Bank of Korea for their Operating Funds Loan. As of December 31, 2024, the outstanding balance under this loan totaled $2,304,631.

NS World’s Related Party Transactions — Services from Handa Lab in 2024 from July 1 to December 31, 2024

On October 31, 2024, Handa Lab completed the restoration and improvement of injection molding equipment functionality for KRW 4,800,000

NS World’s Related Party Transactions — Sales to N&P Co., Ltd. from July 1 to December 31, 2024

On July 31, 2024, NS World sold MAGNETIC TAPE 50mm to N&P Co., Ltd. for a total amount of KRW 34,100,000

On July 31, 2024, NS World sold MAGNETIC TAPE 30mm to N&P Co., Ltd. for a total amount of KRW 945,000

On August 31, 2024, NS World sold WB-222 to N&P Co., Ltd. for a total amount of KRW 652,000

On August 31, 2024, NS World sold Bestannamer 8012 to N&P Co., Ltd. for a total amount of KRW 750,000 (approximately USD 625.00).

On September 30, 2024, NS World sold ANTIUX654 to N&P Co., Ltd. for a total amount of KRW 252,000

NS World’s Related Party Transactions — Purchases from N&P Co., from July 1 to December 31, 2024

On July 31, 2024, NS World purchased MP-90 from N&P Co., Ltd. for a total amount of KRW 21,390,000

On July 31, 2024, NS World purchased 170.5_ from N&P Co., Ltd. for a total amount of KRW 1,070,000

On July 31, 2024, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 11,605,000

On July 31, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 6,738,600

On July 31, 2024, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 5,921,280

On August 31, 2024, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 12,856,250

On August 31, 2024, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 6,784,000

On August 31, 2024, NS World purchased 170.5_ from N&P Co., Ltd. for a total amount of KRW 535,000

On August 31, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 6,930,000

On August 31, 2024, NS World purchased MP-90 from N&P Co., Ltd. for a total amount of KRW 21,450,000

On September 30, 2024, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 14,600,000

On September 30, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 2,560,000

On September 30, 2024, NS World purchased 170.5_ from N&P Co., Ltd. for a total amount of KRW 535,000

On September 30, 2024, NS World purchased MP-90 from N&P Co., Ltd. for a total amount of KRW 13,650,000

On September 30, 2024, NS World purchased RUBBER MAGNET from N&P Co., Ltd. for a total amount of KRW 480,000

NS World’s Related Party Transactions — Sales to TIANJIN TNTT Co., Ltd. from July 1 to December 31, 2024

On July 14, 2024, NS World sold Mold 4P to TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,539,384

On July 14, 2024, NS World sold SHAFT 43mm DRAIN to TIANJIN TNTT Co., Ltd. for a total amount of KRW 4,780,335

On July 14, 2024, NS World sold SKPM-1812(S) to TIANJIN TNTT Co., Ltd. for a total amount of KRW 7,452,540

On July 14, 2024, NS World sold PVC Tube/Φ18/Φ214001.0T to TIANJIN TNTT Co., Ltd. for a total amount of KRW 552,040

On July 14, 2024, NS World sold PVC TUBE/254001.0T(T1UX) to TIANJIN TNTT Co., Ltd. for a total amount of KRW 55,204

On July 14, 2024, NS World sold STYROFOAM 410*240 to TIANJIN TNTT Co., Ltd. for a total amount of KRW 11,041

On July 14, 2024, NS World sold CU-BUSH to TIANJIN TNTT Co., Ltd. for a total amount of KRW 26,394,412

On July 14, 2024, NS World sold Mold NY ND to TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,539,384

On July 14, 2024, NS World sold Mold P2952 to TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,539,384

On July 14, 2024, NS World sold Mold 5AMT to TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,539,384

On July 14, 2024, NS World sold Mold NF to TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,539,384

On July 14, 2024, NS World sold Brush to TIANJIN TNTT Co., Ltd. for a total amount of KRW 110,408

On July 14, 2024, NS World sold B-emF YOKE to TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,014,946

On July 14, 2024, NS World sold B-emF YOKE to TIANJIN TNTT Co., Ltd. for a total amount of KRW 1,007,473

On July 14, 2024, NS World sold 4370 KW 3140C to TIANJIN TNTT Co., Ltd. for a total amount of KRW 32,956,788

On July 14, 2024, NS World sold MHJ 643953 D+ to TIANJIN TNTT Co., Ltd. for a total amount of KRW 15,063,819

On August 10, 2024, NS World sold CU-BUSH to TIANJIN TNTT Co., Ltd. for a total amount of KRW 23,053,770

On August 10, 2024, NS World sold MHJ 643953 D+ to TIANJIN TNTT Co., Ltd. for a total amount of KRW 7,170,000

On August 11, 2024, NS World sold 4370 KW 3140C to TIANJIN TNTT Co., Ltd. for a total amount of KRW 30,267,517

On August 11, 2024, NS World sold MHJ 643953 D+ to TIANJIN TNTT Co., Ltd. for a total amount of KRW 7,371,384

On August 11, 2024, NS World sold PVC Tube/Φ18/Φ214001.0T to TIANJIN TNTT Co., Ltd. for a total amount of KRW 823,314

On August 24, 2024, NS World sold 4370 KW 3140C to TIANJIN TNTT Co., Ltd. for a total amount of KRW 39,238,588

On August 25, 2024, NS World sold PVC Tube/Φ18/Φ214001.0T to TIANJIN TNTT Co., Ltd. for a total amount of KRW 377,793

On September 14, 2024, NS World sold MHJ 643953 D+ to TIANJIN TNTT Co., Ltd. for a total amount of KRW 7,454,231

On September 14, 2024, NS World sold CU-BUSH to TIANJIN TNTT Co., Ltd. for a total amount of KRW 30,141,000

On September 14, 2024, NS World sold 4370 KW 3140C to TIANJIN TNTT Co., Ltd. for a total amount of KRW 63,979,295

On September 14, 2024, NS World sold SKPM-1812(S) to TIANJIN TNTT Co., Ltd. for a total amount of KRW 22,044,458

On September 14, 2024, NS World sold PVC Tube/Φ18/Φ214001.0T to TIANJIN TNTT Co., Ltd. for a total amount of KRW 543,342

On September 14, 2024, NS World sold MILPHINE CORE to TIANJIN TNTT Co., Ltd. for a total amount of KRW 7,030,221

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT Co., Ltd. from July 1 to December 31, 2024

On July 17, 2024, NS World purchased MB0003 from TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,169,789

On July 17, 2024, NS World purchased ROTOR ASSY DRAIN from TIANJIN TNTT Co., Ltd. for a total amount of KRW 10,079,016

On July 17, 2024, NS World purchased ROTOR ASSY D+ from TIANJIN TNTT Co., Ltd. for a total amount of KRW 10,138,510

On July 17, 2024, NS World purchased OSPE from TIANJIN TNTT Co., Ltd. for a total amount of KRW 4,031,606

On July 17, 2024, NS World purchased Φ18_2 from TIANJIN TNTT Co., Ltd. for a total amount of KRW 18,051,251 (approximately USD 12,895.01).

On July 17, 2024, NS World purchased 4P from TIANJIN TNTT Co., Ltd. for a total amount of KRW 44,379,978

On July 17, 2024, NS World purchased 12T4P from TIANJIN TNTT Co., Ltd. for a total amount of KRW 9,376,984

On July 17, 2024, NS World purchased 2B from TIANJIN TNTT Co., Ltd. for a total amount of KRW 20,659,645

On July 17, 2024, NS World purchased D8*3T from TIANJIN TNTT Co., Ltd. for a total amount of KRW 5,879,426

On August 14, 2024, NS World purchased Φ18_2 from TIANJIN TNTT Co., Ltd. for a total amount of KRW 20,015,968

On August 14, 2024, NS World purchased 4P from TIANJIN TNTT Co., Ltd. for a total amount of KRW 72,911,838

On August 14, 2024, NS World purchased ROTOR ASSY D+ from TIANJIN TNTT Co., Ltd. for a total amount of KRW 29,768,835

On September 11, 2024, NS World purchased ROTOR ASSY DRAIN from TIANJIN TNTT Co., Ltd. for a total amount of KRW 10,697,332

On September 11, 2024, NS World purchased OSPE from TIANJIN TNTT Co., Ltd. for a total amount of KRW 4,038,634

On September 11, 2024, NS World purchased D8*3T from TIANJIN TNTT Co., Ltd. for a total amount of KRW 2,944,837

On September 25, 2024, NS World purchased Φ18_2 from TIANJIN TNTT Co., Ltd. for a total amount of KRW 22,453,429

On September 25, 2024, NS World purchased 4P from TIANJIN TNTT Co., Ltd. for a total amount of KRW 59,010,075

On September 25, 2024, NS World purchased ROTOR ASSY D+ from TIANJIN TNTT Co., Ltd. for a total amount of KRW 24,432,291

On September 25, 2024, NS World purchased NF MAGNET from TIANJIN TNTT Co., Ltd. for a total amount of KRW 4,955,573

NS World’s Related Party Transactions — Purchases from Hi-Q MAG Co., Ltd. from July 1 to December 31, 2024

On July 31, 2024, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 94,080,000.

On July 31, 2024, NS World incurred Outsourcing Costs with Hi-Q MAG Co., Ltd. for a total amount of KRW 6,720,000.

On August 31, 2024, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 151,200,000.

On August 31, 2024, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 58,800,000.

On August 31, 2024, NS World incurred Outsourcing Costs with Hi-Q MAG Co., Ltd. for a total amount of KRW 12,500,000.

On September 30, 2024, NS World purchased SKPM-1512 from Hi-Q MAG Co., Ltd. for a total amount of KRW 7,316,000.

On September 30, 2024, NS World incurred Outsourcing Costs with Hi-Q MAG Co., Ltd. for a total amount of KRW 3,375,000.

On September 30, 2024, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 133,140,000.

NS World’s Related Party Transactions — Sales to Hi-Q MAG Co., Ltd. from July 1 to December 31, 2024

On August 8, 2024, NS World sold 14-12 POWDER to Hi-Q MAG Co., Ltd. for a total amount of KRW 67,100,000.

On August 28, 2024, NS World sold 14-12 to Hi-Q MAG Co., Ltd. for a total amount of KRW 130,523,785.

On August 30, 2024, NS World sold H-1G to Hi-Q MAG Co., Ltd. for a total amount of KRW 62,900,000.

NS World’s Related Party Transactions — Purchases from KCM from September 30 to December 31, 2024.

On December 2, 2024, NS World purchased 14-12 POWDER from KCM for a total amount of KRW 99,000,000, involving 3,000 units at a unit price of KRW 33,000. The transaction was classified under goods.

NS World’s Related Party Transactions — Sales to Hi-Q MAG Co., Ltd from September 30 to December 31, 2024.

On October 22, 2024, NS World sold 3020U to Hi-Q MAG Co., Ltd. for a total amount of KRW 14,700,000, involving 800 units at a unit price of KRW 18,375. The transaction was classified under domestic sales products.

On October 22, 2024, NS World sold 7115U to Hi-Q MAG Co., Ltd. for a total amount of KRW 4,500,000, involving 200 units at a unit price of KRW 22,500. The transaction was classified under domestic sales products.

On November 30, 2024, NS World sold NdFeB-Powder (14-12) to Hi-Q MAG Co., Ltd. for a total amount of KRW 38,340,000, involving 1,000 units at a unit price of KRW 38,340. The transaction was classified under domestic sales products.

On December 31, 2024, NS World sold NdFeB-Powder (14-12) to Hi-Q MAG Co., Ltd. for a total amount of KRW 105,000,000, involving 3,000 units at a unit price of KRW 35,000. The transaction was classified under domestic sales products.

NS World’s Related Party Transactions — Purchase from Hi-Q MAG Co., Ltd from September 30 to December 31, 2024.

On October 30, 2024, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 94,080,000, involving 2,240 units at a unit price of KRW 42,000. The transaction was classified under raw materials.

On October 31, 2024, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd. for a total amount of KRW 10,600,000, involving 2,000 units at a unit price of KRW 5,300. The transaction was classified under raw materials.

On November 30, 2024, NS World purchased NS250 from Hi-Q MAG Co., Ltd. for a total amount of KRW 37,625,000, involving 1,075 units at a unit price of KRW 35,000. The transaction was classified under raw materials.

On November 30, 2024, NS World purchased NS270 from Hi-Q MAG Co., Ltd. for a total amount of KRW 36,125,000, involving 850 units at a unit price of KRW 42,500. The transaction was classified under raw materials.

On December 31, 2024, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 141,120,000, involving 3,360 units at a unit price of KRW 42,000. The transaction was classified under raw materials.

NS World’s Related Party Transactions — Sales to N&P Co., Ltd. from September 30 to December 31, 2024.

On October 2, 2024, NS World sold WT-TMQ (RD) to N&P Co., Ltd. for a total amount of KRW 180,000,000, involving 50 units at a unit price of KRW 3,600. The transaction was classified under domestic sales products.

NS World’s Related Party Transactions — Purchases from N&P Co., Ltd. from September 30 to December 31, 2024.

On October 31, 2024, NS World purchased MP90_V10 from N&P Co., Ltd. for a total amount of KRW 21,450,000, involving 4,290 units at a unit price of KRW 5,000. The transaction was classified under goods.

On October 31, 2024, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 14,376,250, involving 11,501 units at a unit price of KRW 1,250. The transaction was classified under goods.

On October 31, 2024, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 1,941,760, involving 1,517 units at a unit price of KRW 1,280. The transaction was classified under goods.

On October 31, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 1,605,000, involving 1,500 units at a unit price of KRW 1,070. The transaction was classified under goods.

On October 31, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 568,700, involving 517 units at a unit price of KRW 1,100. The transaction was classified under goods.

On October 31, 2024, NS World purchased FB-L from N&P Co., Ltd. for a total amount of KRW 55,000, involving 5 units at a unit price of KRW 11,000. The transaction was classified under goods.

On November 30, 2024, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 12,301,250, involving 9,841 units at a unit price of KRW 1,250. The transaction was classified under goods.

On November 30, 2024, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 1,280,000, involving 1,000 units at a unit price of KRW 1,280. The transaction was classified under goods.

On November 30, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 1,605,000, involving 1,500 units at a unit price of KRW 1,070. The transaction was classified under goods.

On November 30, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 12,100,000, involving 11,000 units at a unit price of KRW 1,100. The transaction was classified under goods.

On November 30, 2024, NS World purchased FB-L from N&P Co., Ltd. for a total amount of KRW 495,000, involving 225 units at a unit price of KRW 2,200. The transaction was classified under goods.

On November 30, 2024, NS World purchased MP90_V10 from N&P Co., Ltd. for a total amount of KRW 17,550,000, involving 3,510 units at a unit price of KRW 5,000. The transaction was classified under goods.

On December 31, 2024, NS World purchased FB-L from N&P Co., Ltd. for a total amount of KRW 550,000, involving 250 units at a unit price of KRW 2,200. The transaction was classified under goods.

On December 31, 2024, NS World purchased MP-90_V10 from N&P Co., Ltd. for a total amount of KRW 24,375,000, involving 4,875 units at a unit price of KRW 5,000. The transaction was classified under goods.

On December 31, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 1,070,000, involving 1,000 units at a unit price of KRW 1,070. The transaction was classified under goods.

On December 31, 2024, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 13,746,250, involving 10,997 units at a unit price of KRW 1,250. The transaction was classified under goods.

On December 31, 2024, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 576,400, involving 524 units at a unit price of KRW 1,100. The transaction was classified under goods.

On December 31, 2024, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 2,590,720, involving 2,024 units at a unit price of KRW 1,280. The transaction was classified under goods.

NS World’s Related Party Transactions — Sales to TIANJIN TNTT CO. LTD. from September 30 to December 31, 2024.

On October 22, 2024, NS World sold an Injection Machine to TIANJIN TNTT CO. LTD. for a total amount of KRW 15,567,744, with a USD equivalent of $11,360.00.

On October 21, 2024, NS World sold SHAFT/8*73.8-3140C to TIANJIN TNTT CO. LTD. for a total amount of KRW 54,678,919, with a USD equivalent of $39,879.60.

On October 21, 2024, NS World sold SHAFT(D+) to TIANJIN TNTT CO. LTD. for a total amount of KRW 5,868,856, with a USD equivalent of $4,280.40.

On October 21, 2024, NS World sold CU-BUSH to TIANJIN TNTT CO. LTD. for a total amount of KRW 25,708,125, with a USD equivalent of $18,750.00.

On October 21, 2024, NS World sold PVC TUBE/214001.0T to TIANJIN TNTT CO. LTD. for a total amount of KRW 410,233, with a USD equivalent of $299.20.

On October 21, 2024, NS World sold EGR PAD to TIANJIN TNTT CO. LTD. for a total amount of KRW 1,645,320, with a USD equivalent of $1,200.00.

On October 21, 2024, NS World sold EGR TRAY to TIANJIN TNTT CO. LTD. for a total amount of KRW 1,974,384, with a USD equivalent of $1,440.00.

On October 21, 2024, NS World sold GR38-G4 to TIANJIN TNTT CO. LTD. for a total amount of KRW 1,043,722, with a USD equivalent of $761.23.

On October 21, 2024, NS World sold SUS 303F to TIANJIN TNTT CO. LTD. for a total amount of KRW 5,885,310, with a USD equivalent of $4,292.40.

On October 21, 2024, NS World sold EGR MAGNET to TIANJIN TNTT CO. LTD. for a total amount of KRW 2,677,758, with a USD equivalent of $1,953.00.

On October 21, 2024, NS World sold NS-250 to TIANJIN TNTT CO. LTD. for a total amount of KRW 10,960,368, with a USD equivalent of $7,993.85.

On October 21, 2024, NS World sold NS-270 to TIANJIN TNTT CO. LTD. for a total amount of KRW 4,378,471, with a USD equivalent of $3,193.40.

On October 21, 2024, NS World sold 18P MILPHINE CORE to TIANJIN TNTT CO. LTD. for a total amount of KRW 1,002,740, with a USD equivalent of $731.34.

On October 21, 2024, NS World sold 7T4P HOLE PIN to TIANJIN TNTT CO. LTD. for a total amount of KRW 828,803, with a USD equivalent of $604.48.

On October 22, 2024, NS World sold a Syinder and Hopper to TIANJIN TNTT CO. LTD. for a total amount of KRW 2,241,974, with a USD equivalent of $1,636.00.

On October 22, 2024, NS World sold a Check Ring to TIANJIN TNTT CO. LTD. for a total amount of KRW 587,902, with a USD equivalent of $429.00.

On October 22, 2024, NS World sold a Nozzle to TIANJIN TNTT CO. LTD. for a total amount of KRW 309,710, with a USD equivalent of $226.00.

On November 10, 2024, NS World sold MHJ643953(D+) to TIANJIN TNTT CO. LTD. for a total amount of KRW 8,983,061, with a USD equivalent of $6,420.60.

On November 10, 2024, NS World sold 4370KW3140E to TIANJIN TNTT CO. LTD. for a total amount of KRW 3,028,268, with a USD equivalent of $2,164.44.

On November 10, 2024, NS World sold SKPM-1812S to TIANJIN TNTT CO. LTD. for a total amount of KRW 13,501,314, with a USD equivalent of $9,650.00.

On November 10, 2024, NS World sold PVC TUBE 1821400*1.0T to TIANJIN TNTT CO. LTD. for a total amount of KRW 191,397, with a USD equivalent of $136.80.

On November 10, 2024, NS World sold Tray/D+ to TIANJIN TNTT CO. LTD. for a total amount of KRW 246,242, with a USD equivalent of $176.00.

On November 24, 2024, NS World sold SHAFT 4370KW3140C 8X73.8 to TIANJIN TNTT CO. LTD. for a total amount of KRW 28,044,767, with a USD equivalent of $20,059.20.

On November 24, 2024, NS World sold SHAFT(D+) to TIANJIN TNTT CO. LTD. for a total amount of KRW 14,961,068, with a USD equivalent of $10,701.00.

On November 24, 2024, NS World sold SUS PIPE to TIANJIN TNTT CO. LTD. for a total amount of KRW 6,368,625, with a USD equivalent of $4,555.20.

On November 24, 2024, NS World sold CU-BUSH to TIANJIN TNTT CO. LTD. for a total amount of KRW 10,485,750, with a USD equivalent of $7,500.00.

On November 24, 2024, NS World sold CU-BUSH to TIANJIN TNTT CO. LTD. for a total amount of KRW 15,990,769, with a USD equivalent of $11,437.50.

On November 24, 2024, NS World sold PVC TUBE 1821400*1.0T to TIANJIN TNTT CO. LTD. for a total amount of KRW 424,463, with a USD equivalent of $303.60.

On November 24, 2024, NS World sold GR38-G4 to TIANJIN TNTT CO. LTD. for a total amount of KRW 851,415, with a USD equivalent of $608.98.

On November 24, 2024, NS World sold EGR MAGNET to TIANJIN TNTT CO. LTD. for a total amount of KRW 2,730,489, with a USD equivalent of $1,953.00.

On November 24, 2024, NS World sold NS-250 to TIANJIN TNTT CO. LTD. for a total amount of KRW 11,213,587, with a USD equivalent of $8,020.59.

On November 24, 2024, NS World sold NS-270 to TIANJIN TNTT CO. LTD. for a total amount of KRW 8,929,385, with a USD equivalent of $6,386.80.

On December 15, 2024, NS World sold SKPM-1812S to TIANJIN TNTT CO. LTD. for a total amount of KRW 11,051,180, involving 4,000 units at a unit price of KRW 2,763. The transaction was classified under export sales products, with a USD equivalent of $7,720.00.

On December 15, 2024, NS World sold SHAFT 4370KW3140C 8X73.8 to TIANJIN TNTT CO. LTD. for a total amount of KRW 39,995,536, involving 70,200 units at a unit price of KRW 570. The transaction was classified under export sales products, with a USD equivalent of $27,939.60.

On December 15, 2024, NS World sold CU-BUSH to TIANJIN TNTT CO. LTD. for a total amount of KRW 23,619,750, involving 440,000 units at a unit price of KRW 54. The transaction was classified under export sales products, with a USD equivalent of $16,500.00.

On December 15, 2024, NS World sold SUS PIPE to TIANJIN TNTT CO. LTD. for a total amount of KRW 2,507,988, involving 40,000 units at a unit price of KRW 63. The transaction was classified under export sales products, with a USD equivalent of $1,752.00.

On December 16, 2024, NS World sold EGR MAGNET to TIANJIN TNTT CO. LTD. for a total amount of KRW 2,236,576, involving 84,000 units at a unit price of KRW 27. The transaction was classified under export sales products, with a USD equivalent of $1,562.40.

On December 16, 2024, NS World sold PVC TUBE 1821400*1.0T to TIANJIN TNTT CO. LTD. for a total amount of KRW 428,305, involving 7,480 units at a unit price of KRW 57. The transaction was classified under export sales products, with a USD equivalent of $299.20.

On December 29, 2024, NS World sold SHAFT 4370KW3140C to TIANJIN TNTT CO. LTD. for a total amount of KRW 17,467,026, involving 30,000 units at a unit price of KRW 582. The transaction was classified under export sales products, with a USD equivalent of $11,940.00.

On December 29, 2024, NS World sold CU-BUSH to TIANJIN TNTT CO. LTD. for a total amount of KRW 3,291,525, involving 60,000 units at a unit price of KRW 55. The transaction was classified under export sales products, with a USD equivalent of $2,250.00.

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT CO LTD. from September 30 to December 31, 2024.

On October 30, 2024, NS World purchased D+ from TIANJIN TNTT CO. LTD. for a total amount of KRW 19,477,100 (20,016 units at KRW 973 per unit), classified as sub-materials, with a USD equivalent of $13,981.18.

On October 30, 2024, NS World purchased NF MAGNET from TIANJIN TNTT CO. LTD. for a total amount of KRW 5,115,776 (42,900 units at KRW 119 per unit), classified as sub-materials, with a USD equivalent of $3,672.24.

On October 30, 2024, NS World purchased D18VKDL from TIANJIN TNTT CO. LTD. for a total amount of KRW 23,179,304 (134,400 units at KRW 172 per unit), classified as sub-materials, with a USD equivalent of $16,638.72.

On October 30, 2024, NS World purchased RING MAGNET 7T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 53,303,043 (329,280 units at KRW 162 per unit), classified as sub-materials, with a USD equivalent of $38,262.34.

On October 30, 2024, NS World purchased RING MAGNET 12T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 9,331,641 (53,760 units at KRW 174 per unit), classified as sub-materials, with a USD equivalent of $6,698.50.

On October 30, 2024, NS World purchased 2B from TIANJIN TNTT CO. LTD. for a total amount of KRW 7,614,722 (47,040 units at KRW 162 per unit), classified as sub-materials, with a USD equivalent of $5,466.05.

On October 30, 2024, NS World purchased OSPE from TIANJIN TNTT CO. LTD. for a total amount of KRW 4,410,537 (40,000 units at KRW 110 per unit), classified as sub-materials, with a USD equivalent of $3,166.00.

On November 20, 2024, NS World purchased D+ from TIANJIN TNTT CO. LTD. for a total amount of KRW 15,497,256, involving 15,696 units at a unit price of KRW 987. The transaction was classified under sub-materials, with a USD equivalent of $10,963.66.

On November 20, 2024, NS World purchased NF MAGNET from TIANJIN TNTT CO. LTD. for a total amount of KRW 6,228,905, involving 51,480 units at a unit price of KRW 121. The transaction was classified under sub-materials, with a USD equivalent of $4,406.69.

On November 20, 2024, NS World purchased D18VKDL from TIANJIN TNTT CO. LTD. for a total amount of KRW 23,519,015, involving 134,400 units at a unit price of KRW 175. The transaction was classified under sub-materials, with a USD equivalent of $16,638.72.

On November 20, 2024, NS World purchased 7T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 46,357,920, involving 282,240 units at a unit price of KRW 164. The transaction was classified under sub-materials, with a USD equivalent of $32,796.29.

On November 20, 2024, NS World purchased 2B from TIANJIN TNTT CO. LTD. for a total amount of KRW 7,726,322, involving 47,040 units at a unit price of KRW 164. The transaction was classified under sub-materials, with a USD equivalent of $5,466.05.

On November 20, 2024, NS World purchased OSPE from TIANJIN TNTT CO. LTD. for a total amount of KRW 7,649,922, involving 60,000 units at a unit price of KRW 127. The transaction was classified under sub-materials, with a USD equivalent of $5,412.00.

On November 20, 2024, NS World purchased SP2 (40U2F01470) from TIANJIN TNTT CO. LTD. for a total amount of KRW 5,784,087, involving 60,000 units at a unit price of KRW 96. The transaction was classified under sub-materials, with a USD equivalent of $4,092.00.

On December 27, 2024, NS World purchased SHAFT 3x36 from TIANJIN TNTT CO. LTD. for a total amount of KRW 2,372,688, involving 19,110 units at a unit price of KRW 124. The transaction was classified under sub-materials, with a USD equivalent of $1,624.35.

On December 27, 2024, NS World purchased RING MAGNET 7T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 55,889,780, involving 329,280 units at a unit price of KRW 170. The transaction was classified under sub-materials, with a USD equivalent of $38,262.34.

On December 27, 2024, NS World purchased D18VKDL from TIANJIN TNTT CO. LTD. for a total amount of KRW 24,304,170, involving 134,400 units at a unit price of KRW 181. The transaction was classified under sub-materials, with a USD equivalent of $16,638.72.

On December 27, 2024, NS World purchased 2B from TIANJIN TNTT CO. LTD. for a total amount of KRW 7,984,256, involving 47,040 units at a unit price of KRW 170. The transaction was classified under sub-materials, with a USD equivalent of $5,466.05.

On December 27, 2024, NS World purchased RING MAGNET 12T2P from TIANJIN TNTT CO. LTD. for a total amount of KRW 9,784,495, involving 53,760 units at a unit price of KRW 182. The transaction was classified under sub-materials, with a USD equivalent of $6,698.50.

On December 27, 2024, NS World purchased RING MAGNET 12T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 9,784,495, involving 53,760 units at a unit price of KRW 182. The transaction was classified under sub-materials, with a USD equivalent of $6,698.50.

On December 27, 2024, NS World purchased SP2 from TIANJIN TNTT CO. LTD. for a total amount of KRW 5,977,182, involving 60,000 units at a unit price of KRW 100. The transaction was classified under sub-materials, with a USD equivalent of $4,092.00.

On December 27, 2024, NS World purchased T1UX from TIANJIN TNTT CO. LTD. for a total amount of KRW 3,299,983, involving 10,269 units at a unit price of KRW 321. The transaction was classified under sub-materials, with a USD equivalent of $2,259.18.

On December 27, 2024, NS World purchased NY ND from TIANJIN TNTT CO. LTD. for a total amount of KRW 5,961,363, involving 4,350 units at a unit price of KRW 1,370. The transaction was classified under sub-materials, with a USD equivalent of $4,081.17.

On December 27, 2024, NS World purchased EGR V/V from TIANJIN TNTT CO. LTD. for a total amount of KRW 10,445,287, involving 29,290 units at a unit price of KRW 357. The transaction was classified under sub-materials, with a USD equivalent of $7,150.88.

On December 27, 2024, NS World purchased MAGNET CORE D8X3T from TIANJIN TNTT CO. LTD. for a total amount of KRW 7,157,427, involving 70,000 units at a unit price of KRW 102. The transaction was classified under sub-materials, with a USD equivalent of $4,900.00.

On December 27, 2024, NS World purchased D+ from TIANJIN TNTT CO. LTD. for a total amount of KRW 8,596,012, involving 8,425 units at a unit price of KRW 1,020. The transaction was classified under sub-materials, with a USD equivalent of $5,884.86.

NS World’s Related Party Transactions — Sales to TIANJIN TNTT CO. LTD. from January 1 to February 10, 2025.

On January 19, 2025, NS World sold 4370 KW 3140C to TIANJIN TNTT CO. LTD. for a total amount of KRW 36,822,530, involving 63,600 units at a unit price of KRW 579. The transaction was classified under sub-materials, with a USD equivalent of $25,312.80.

On January 19, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO. LTD. for a total amount of KRW 2,293,770, involving 36,000 units at a unit price of KRW 64. The transaction was classified under sub-materials, with a USD equivalent of $1,576.80.

On January 19, 2025, NS World sold SKPM-1812 (3,000 KG) to TIANJIN TNTT CO. LTD. for a total amount of KRW 8,422,713, involving 3,000 units at a unit price of KRW 2,808. The transaction was classified under sub-materials, with a USD equivalent of $5,790.00.

On January 19, 2025, NS World sold CU-BUSH to TIANJIN TNTT CO. LTD. for a total amount of KRW 22,093,256, involving 405,000 units at a unit price of KRW 55. The transaction was classified under sub-materials, with a USD equivalent of $15,187.50.

On January 19, 2025, NS World sold EGR MAGNET to TIANJIN TNTT CO. LTD. for a total amount of KRW 1,515,216, involving 56,000 units at a unit price of KRW 27. The transaction was classified under sub-materials, with a USD equivalent of $1,041.60.

On January 19, 2025, NS World sold GR38-G to TIANJIN TNTT CO. LTD. for a total amount of KRW 221,478, involving 50 units at a unit price of KRW 4,430. The transaction was classified under sub-materials, with a USD equivalent of $50,152.20.

On January 19, 2025, NS World sold 24 TUBE to TIANJIN TNTT CO. LTD. for a total amount of KRW 448,048, involving 7,700 units at a unit price of KRW 58. The transaction was classified under sub-materials, with a USD equivalent of $308.00.

On January 19, 2025, NS World sold 12T4P HOLE PIN to TIANJIN TNTT CO. LTD. for a total amount of KRW 768,082, involving 16 units at a unit price of KRW 48,005. The transaction was classified under sub-materials, with a USD equivalent of $16,528.00.

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT CO. LTD. from January 1 to February 10, 2025.

On January 22, 2025, NS World purchased T1UX from TIANJIN TNTT CO. LTD. for a total amount of KRW 14,018,817, involving 42,914 units at a unit price of KRW 327. The transaction was classified under sub-materials, with a USD equivalent of $9,441.08.

On January 22, 2025, NS World purchased EGR V/V from TIANJIN TNTT CO. LTD. for a total amount of KRW 12,491,950, involving 35,200 units at a unit price of KRW 355. The transaction was classified under sub-materials, with a USD equivalent of $8,412.80.

On January 22, 2025, NS World purchased NY ND from TIANJIN TNTT CO. LTD. for a total amount of KRW 3,272,663, involving 5,800 units at a unit price of KRW 564. The transaction was classified under sub-materials, with a USD equivalent of $2,204.00.

On January 22, 2025, NS World purchased D18VKDL from TIANJIN TNTT CO. LTD. for a total amount of KRW 18,529,806, involving 100,800 units at a unit price of KRW 184. The transaction was classified under sub-materials, with a USD equivalent of $12,479.04.

On January 22, 2025, NS World purchased 7T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 40,581,971, involving 235,200 units at a unit price of KRW 173. The transaction was classified under sub-materials, with a USD equivalent of $27,330.24.

On January 22, 2025, NS World purchased 12T4P from TIANJIN TNTT CO. LTD. for a total amount of KRW 9,946,430, involving 53,760 units at a unit price of KRW 185. The transaction was classified under sub-materials, with a USD equivalent of $6,698.50.

On January 22, 2025, NS World purchased 12T2P from TIANJIN TNTT CO. LTD. for a total amount of KRW 7,459,815, involving 40,320 units at a unit price of KRW 185. The transaction was classified under sub-materials, with a USD equivalent of $5,023.87.

NS World’s Related Party Transactions — Purchase from Hi-Q MAG Co., Ltd from January 1, February 10, 2025.

On January 10, 2025, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd. for a total amount of KRW 94,080,000, involving 2,240 units at a unit price of KRW 42,000. The transaction was classified under raw materials.

On January 10, 2025, NS World purchased SKPM-1812S from Hi-Q MAG Co., Ltd. for a total amount of KRW 7,500,000, involving 3,000 units at a unit price of KRW 2,500. The transaction was classified under raw materials.

On January 10, 2025, NS World purchased SKPM-1512S from Hi-Q MAG Co., Ltd. for a total amount of KRW 2,500,000, involving 1,000 units at a unit price of KRW 2,500. The transaction was classified under raw materials.

On January 10, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd. for a total amount of KRW 10,600,000, involving 2,000 units at a unit price of KRW 5,300. The transaction was classified under raw materials.

On January 10, 2025, NS World purchased outsourcing processing services from Hi-Q MAG Co., Ltd. for a total amount of KRW 6,000,000, involving 1 service at a unit price of KRW 6,000,000. The transaction was classified under outsourcing processing costs.

NS World’s Related Party Transactions — Purchases from KCM from January 1, 2025 to February 10, 2025.

On January 8, 2025, NS World purchased 14-12 POWDER from KCM for a total amount of KRW 110,400,000, involving 3,000 units at a unit price of KRW 36,800. The transaction was classified under goods.

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT CO LTD From February 10, 2025 to March 31, 2025

On February 13, 2025, NS World purchased EGR V/V from TIANJIN TNTT CO LTD for a total amount of KRW 15,886,563 (approximately USD 10,936.64).

On February 13, 2025, NS World purchased D+ from TIANJIN TNTT CO LTD for a total amount of KRW 25,815,927 (approximately USD 17,772.22).

On February 13, 2025, NS World purchased RUBBER MAGNET 12T from TIANJIN TNTT CO LTD for a total amount of KRW 31,550 (approximately USD 21.72).

On February 13, 2025, NS World purchased RUBBER MAGNET 16.4T from TIANJIN TNTT CO LTD for a total amount of KRW 85,936 (approximately USD 59.16).

On February 26, 2025, NS World purchased T1UX MAGNET-SENSOR Ø16 * 3.8T from TIANJIN TNTT CO LTD for a total amount of KRW 12,398,010 (approximately USD 8,645.15).

On February 26, 2025, NS World purchased EGR V/V from TIANJIN TNTT CO LTD for a total amount of KRW 8,445,358 (approximately USD 5,888.96).

On February 26, 2025, NS World purchased NY ND from TIANJIN TNTT CO LTD for a total amount of KRW 10,917,086 (approximately USD 7,612.50).

On February 26, 2025, NS World purchased magnet core/D8*3T from TIANJIN TNTT CO LTD for a total amount of KRW 3,728,660 (approximately USD 2,600.00).

On February 26, 2025, NS World purchased D18VKDL from TIANJIN TNTT CO LTD for a total amount of KRW 17,346,874 (approximately USD 12,096.00).

On February 26, 2025, NS World purchased RING MAGNET/7T4P from TIANJIN TNTT CO LTD for a total amount of KRW 22,666,582 (approximately USD 15,805.44).

On February 26, 2025, NS World purchased RING MAGNET/12T4P from TIANJIN TNTT CO LTD for a total amount of KRW 9,405,860 (approximately USD 6,558.72).

On February 26, 2025, NS World purchased D+ from TIANJIN TNTT CO LTD for a total amount of KRW 9,052,699 (approximately USD 6,312.46).

On February 26, 2025, NS World purchased RUBBER MAGNET 12T from TIANJIN TNTT CO LTD for a total amount of KRW 93,446 (approximately USD 65.16).

On February 26, 2025, NS World purchased RUBBER MAGNET 16.4T from TIANJIN TNTT CO LTD for a total amount of KRW 212,103 (approximately USD 147.90).

NS World’s Related Party Transactions — Sales to TIANJIN TNTT CO LTD From February 10, 2025 to March 31, 2025

On February 16, 2025, NS World sold Shaft 4370KW3140C to TIANJIN TNTT CO LTD for a total amount of KRW 53,688,807 (approximately USD 37,014.00).

On February 16, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD for a total amount of KRW 18,765,844 (approximately USD 12,937.50).

On February 16, 2025, NS World sold PVC Tube/Φ18~Φ25 to TIANJIN TNTT CO LTD for a total amount of KRW 313,308 (approximately USD 216.00).

On February 16, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for a total amount of KRW 51,058 (approximately USD 35.20).

On March 9, 2025, NS World sold Shaft 4370KW3140C to TIANJIN TNTT CO LTD for a total amount of KRW 78,489,930 (approximately USD 54,446.40).

On March 9, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD for a total amount of KRW 37,571,700 (approximately USD 26,062.50).

On March 9, 2025, NS World sold SUS Pipe to TIANJIN TNTT CO LTD for a total amount of KRW 14,344,497 (approximately USD 9,950.40).

On March 9, 2025, NS World sold EGR Magnet to TIANJIN TNTT CO LTD for a total amount of KRW 2,252,356 (approximately USD 1,562.40).

On March 9, 2025, NS World sold PVC Tube/Φ18~Φ25 to TIANJIN TNTT CO LTD for a total amount of KRW 634,304 (approximately USD 440.00).

On March 9, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for a total amount of KRW 38,058 (approximately USD 26.40).

On March 21, 2025, NS World sold Shaft 4370KW3140C to TIANJIN TNTT CO LTD for a total amount of KRW 0 (approximately USD 19,900.00).

On March 21, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD for a total amount of KRW 0 (approximately USD 11,250.00).

NS World’s Related Party Transactions — Purchases from Hi-Q MAG Co., Ltd From February 10, 2025 to March 31, 2025

On February 12, 2025, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 6,000,000 (approximately USD 42,000.00).

On February 28, 2025, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 105,980,000 (approximately USD 42,000.00).

On March 5, 2025, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 45,500,000 (approximately USD 45,500.00).

On March 11, 2025, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 45,500,000 (approximately USD 45,500.00).

On March 20, 2025, NS World purchased NS760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 91,000,000 (approximately USD 45,500.00).

NS World’s Related Party Transactions — Sales to Hi-Q MAG Co., Ltd From February 10, 2025 to March 31, 2025

On February 20, 2025, NS World sold NdFeB-Powder(14-12) to Hi-Q MAG Co., Ltd for a total amount of KRW 39,500,000.

On February 28, 2025, NS World sold NdFeB-Powder(14-12) to Hi-Q MAG Co., Ltd for a total amount of KRW 79,000,000.

On March 24, 2025, NS World sold NdFeB-Powder(14-12) to Hi-Q MAG Co., Ltd for a total amount of KRW 124,500,000.

NS World’s Related Party Transactions — Purchases from KCM Industry From February 10, 2025 to March 31, 2025

On February 20, 2025, NS World purchased 14-12 POWDER from KCM Industry for a total amount of KRW 118,500,000.

On March 18, 2025, NS World purchased 14-12 POWDER from KCM Industry for a total amount of KRW 118,500,000.

NS World’s Related Party Transactions — Sales to N&P Co., Ltd. From February 10, 2025 to March 31, 2025

On March 5, 2025, NS World sold WB222 to N&P Co., Ltd. for a total amount of KRW 65,200.

NS World’s Related Party Transactions — Purchases from N&P Co., Ltd. From February 10, 2025 to March 31, 2025

On March 31, 2025, NS World purchased RUBBER MAGNET from N&P Co., Ltd. for a total amount of KRW 480,000.

On March 31, 2025, NS World purchased MP-90 from N&P Co., Ltd. for a total amount of KRW 17,550,000.

On March 31, 2025, NS World purchased 270.5 from N&P Co., Ltd. for a total amount of KRW 12,122,500.

On March 31, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 4,506,880.

On March 31, 2025, NS World purchased 170.5 from N&P Co., Ltd. for a total amount of KRW 1,070,000.

On March 31, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 2,537,700.

NS World’s Related Party Transactions — Sales to TIANJIN TNTT CO LTD From April 1, 2025 to July 25, 2025

On April 13, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD for KRW 41,794,776.

On April 13, 2025, NS World sold CU-BUSH-A to TIANJIN TNTT CO LTD for KRW 32,816,250.

On April 13, 2025, NS World sold EGR Magnet (Individual Unit) to TIANJIN TNTT CO LTD for KRW 2,848,451.

On April 13, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 783,506.

On April 13, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for KRW 97,544.

On April 13, 2025, NS World sold Tape cleaning to TIANJIN TNTT CO LTD for KRW 770,088.

On April 13, 2025, NS World sold HOLE PIN to TIANJIN TNTT CO LTD for KRW 481,305.

On April 24, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD for KRW 29,297,799.

On April 24, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD for KRW 11,829,367.

On April 24, 2025, NS World sold GR38-G4 to TIANJIN TNTT CO LTD for KRW 2,995,860.

On April 24, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 199,724.

On May 11, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD for KRW 28,669,373.

On May 11, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD for KRW 6,945,379.

On May 11, 2025, NS World sold CU-BUSH-A to TIANJIN TNTT CO LTD for KRW 20,678,250.

On May 11, 2025, NS World sold EGR Magnet (Individual Unit) to TIANJIN TNTT CO LTD for KRW 1,635,833.

On May 11, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 153,560.

On May 11, 2025, NS World sold D18 Ring Core to TIANJIN TNTT CO LTD for KRW 385,296.

On May 11, 2025, NS World sold D18 Milphine Core to TIANJIN TNTT CO LTD for KRW 963,240.

On May 18, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD for KRW 28,743,305.

On May 18, 2025, NS World sold SKPM-1812 to TIANJIN TNTT CO LTD for KRW 15,030,025.

On May 18, 2025, NS World sold CU-BUSH-A to TIANJIN TNTT CO LTD for KRW 20,731,575.

On May 18, 2025, NS World sold NS250 to TIANJIN TNTT CO LTD for KRW 11,450,130.

On May 18, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 50,386.

On May 18, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for KRW 41,876.

On May 18, 2025, NS World sold 2B Milphine to TIANJIN TNTT CO LTD for KRW 468,474.

On May 18, 2025, NS World sold D18 Milphine to TIANJIN TNTT CO LTD for KRW 1,873,896.

On June 5, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD for KRW 28,213,456.

On June 5, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD for KRW 9,872,676.

On June 5, 2025, NS World sold CU-BUSH-A to TIANJIN TNTT CO LTD for KRW 10,818,675.

On June 5, 2025, NS World sold GR38-G4 to TIANJIN TNTT CO LTD for KRW 2,884,980.

On June 5, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 108,805.

On June 5, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for KRW 43,522.

On June 5, 2025, NS World sold HOLE PIN to TIANJIN TNTT CO LTD for KRW 480,830.

On June 5, 2025, NS World sold EGR Magnet (Individual Unit) to TIANJIN TNTT CO LTD for KRW 2,683,032.

On June 22, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD for KRW 5,600,624.

On June 22, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD for KRW 6,208,200.

On June 22, 2025, NS World sold GR38-G4 to TIANJIN TNTT CO LTD for KRW 3,621,450.

On June 22, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 200,870.

On June 22, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for KRW 65,559.

On June 29, 2025, NS World sold CU-BUSH-A to TIANJIN TNTT CO LTD for KRW 12,218,400.

On June 29, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD for KRW 54,956.

On June 29, 2025, NS World sold PVC TUBE/18~25 to TIANJIN TNTT CO LTD for KRW 29,867.

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT CO LTD From April 1, 2025 to July 25, 2025

On April 9, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 18,050,763.

On April 9, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD for KRW 11,618,579.

On April 9, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 23,237,158.

On April 9, 2025, NS World purchased Mold MB0003 from TIANJIN TNTT CO LTD for KRW 2,705,168.

On April 21, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 8,521,267.

On April 21, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD for KRW 3,744,572.

On April 21, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 29,956,577.

On May 26, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 8,253,910.

On May 26, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 14,508,340.

On May 26, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD for KRW 5,803,336.

On May 26, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD for KRW 5,551,661.

On June 6, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 8,235,327.

On June 6, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 10,132,973.

On June 6, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD for KRW 8,685,405.

On June 6, 2025, NS World purchased OSPE from TIANJIN TNTT CO LTD for KRW 2,822,895.

On June 6, 2025, NS World purchased NF MAGNET from TIANJIN TNTT CO LTD for KRW 5,044,924.

On June 10, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 8,146,007.

On June 10, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 14,318,675.

On June 10, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD for KRW 6,574,902.

On June 10, 2025, NS World purchased T1UX from TIANJIN TNTT CO LTD for KRW 11,214,988.

On June 17, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 5,573,306.

On June 17, 2025, NS World purchased D8*3T from TIANJIN TNTT CO LTD for KRW 10,636,080.

On June 17, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 21,552,298.

On June 17, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD for KRW 8,620,919.

On June 24, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD for KRW 11,296,203.

On June 24, 2025, NS World purchased T1UX from TIANJIN TNTT CO LTD for KRW 9,259,684.

On June 24, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD for KRW 7,280,513.

On June 24, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD for KRW 19,501,373.

NS World’s Related Party Transactions — Purchases from N&P Co., Ltd. From April 1, 2025 to July 25, 2025

On April 1, 2025, NS World purchased FB-L from N&P Co., Ltd. for a total amount of KRW 550,000.

On April 30, 2025, NS World purchased MP90 from N&P Co., Ltd. for a total amount of KRW 24,375,000.

On April 30, 2025, NS World purchased MP90 from N&P Co., Ltd. for a total amount of KRW 975,000.

On April 30, 2025, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 12,316,250.

On April 30, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 15,360.

On April 30, 2025, NS World purchased 170.5_ from N&P Co., Ltd. for a total amount of KRW 6,613,200.

On May 13, 2025, NS World purchased FB-L from N&P Co., Ltd. for a total amount of KRW 550,000.

On May 29, 2025, NS World purchased RUBBER MAGNET_881P7_BM030 16.4T from N&P Co., Ltd. for a total amount of KRW 340,000.

On May 29, 2025, NS World purchased RUBBER MAGNET_892P7_GW530 12T from N&P Co., Ltd. for a total amount of KRW 134,000.

On May 31, 2025, NS World purchased MP90 from N&P Co., Ltd. for a total amount of KRW 11,700,000.

On May 31, 2025, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 7,651,250.

On May 31, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 1,920,000.

On May 31, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 41,800.

On June 30, 2025, NS World purchased MP90 from N&P Co., Ltd. for a total amount of KRW 23,400,000.

On June 30, 2025, NS World purchased 270.5_ from N&P Co., Ltd. for a total amount of KRW 7,216,250.

On June 30, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd. for a total amount of KRW 5,143,040.

On June 30, 2025, NS World purchased 170.5_ from N&P Co., Ltd. for a total amount of KRW 1,070,000.

On June 30, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd. for a total amount of KRW 19,800.

NS World’s Related Party Transactions — Sales to N&P Co., Ltd. From April 1, 2025 to July 25, 2025

On April 30, 2025, NS World sold Rental Income to N&P Co., Ltd. for a total amount of KRW 1,500,000.

On May 31, 2025, NS World sold Rental Income to N&P Co., Ltd. for a total amount of KRW 1,500,000.

On June 30, 2025, NS World sold Rental Income to N&P Co., Ltd. for a total amount of KRW 1,500,000.

NS World’s Related Party Transactions — Purchases from KCM Industry From April 1, 2025 to July 25, 2025

On April 23, 2025, NS World purchased 14-12/KCM from KCM Industry for a total amount of KRW 118,500,000.

On May 13, 2025, NS World purchased 14-12/KCM from KCM Industry for a total amount of KRW 156,000,000.

On June 2, 2025, NS World purchased 14-12/KCM from KCM Industry for a total amount of KRW 316,000,000.

NS World’s Related Party Transactions — Purchases from Hi-Q MAG Co., Ltd From April 1, 2025 to July 25, 2025

On April 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 47,500,000.

On April 30, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 10,600,000.

On April 30, 2025, NS World purchased SKPM-1512 from Hi-Q MAG Co., Ltd for a total amount of KRW 9,964,000.

On April 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 47,500,000.

On April 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 63,650,000.

On April 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 45,500,000.

On May 31, 2025, NS World purchased SKPM-1812 (S) from Hi-Q MAG Co., Ltd for a total amount of KRW 6,250,000.

On May 31, 2025, NS World purchased SKPM-1512 (S) from Hi-Q MAG Co., Ltd for a total amount of KRW 4,050,000.

On May 31, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 80,080,000.

On May 31, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 10,600,000.

On May 31, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 14,625,000.

On May 31, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 27,300,000.

On May 31, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 67,500,000.

On May 31, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 5,300,000.

On June 30, 2025, NS World purchased SKPM-1812-S from Hi-Q MAG Co., Ltd for a total amount of KRW 10,368,000.

On June 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 45,000,000.

On June 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 89,100,000.

On June 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 91,000,000.

On June 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 45,500,000.

On June 30, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd for a total amount of KRW 91,000,000.

On June 30, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 11,395,000.

On June 30, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 10,600,000.

On June 30, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd for a total amount of KRW 15,900,000.

NS World’s Related Party Transactions — Sales to Hi-Q MAG Co., Ltd From April 1, 2025 to July 25, 2025

On April 30, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd for a total amount of KRW 118,500,000.

On May 31, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd for a total amount of KRW 156,000,000.

On May 31, 2025, NS World sold 3020U to Hi-Q MAG Co., Ltd for a total amount of KRW 13,951,000.

On May 31, 2025, NS World sold 7115U to Hi-Q MAG Co., Ltd for a total amount of KRW 7,140,000.

On June 30, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd for a total amount of KRW 312,000,000.

On June 30, 2025, NS World sold SKPM-1812-S to Hi-Q MAG Co., Ltd for a total amount of KRW 9,459,900.

NS World’s Related Party Transactions — Purchases from TIANJIN TNTT CO LTD from July 2025 to December 2025

On July 1, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 20,981,855 (approximately USD 14,285).

On July 1, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD, for a total amount of KRW 7,198,209 (approximately USD 4,897).

On July 1, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 3,741,926 (approximately USD 2,546).

On July 1, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD, for a total amount of KRW 2,170,536 (approximately USD 1,477).

On July 8, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 14,663,116 (approximately USD 9,975).

On July 8, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD, for a total amount of KRW 8,797,870 (approximately USD 5,987).

On July 10, 2025, NS World purchased Injection Molding Tool/T1UX from TIANJIN TNTT CO LTD, for a total amount of KRW 1,967,312 (approximately USD 1,339).

On July 15, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD, for a total amount of KRW 11,311,910 (approximately USD 7,699).

On July 15, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 11,085,673 (approximately USD 7,545).

On July 15, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 2,446,246 (approximately USD 1,665).

On July 21, 2025, NS World purchased Injection Molding Tool/D18 from TIANJIN TNTT CO LTD, for a total amount of KRW 1,060,686 (approximately USD 722).

On July 21, 2025, NS World purchased Injection Molding Tool/EGR from TIANJIN TNTT CO LTD, for a total amount of KRW 1,060,686 (approximately USD 722).

On July 22, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 11,231,000 (approximately USD 7,640).

On July 22, 2025, NS World purchased T1UX from TIANJIN TNTT CO LTD, for a total amount of KRW 10,559,759 (approximately USD 7,188).

On July 22, 2025, NS World purchased D8*3T from TIANJIN TNTT CO LTD, for a total amount of KRW 9,237,516 (approximately USD 6,287).

On July 22, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD, for a total amount of KRW 8,984,800 (approximately USD 6,116).

On July 22, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 7,744,733 (approximately USD 5,272).

On July 22, 2025, NS World purchased NF MAGNET from TIANJIN TNTT CO LTD, for a total amount of KRW 5,218,827 (approximately USD 3,552).

On July 23, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 43,664,421 (approximately USD 29,718).

On July 23, 2025, NS World purchased SHAFT_3140C from TIANJIN TNTT CO LTD, for a total amount of KRW 40,590,328 (approximately USD 27,624).

On July 23, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 10,935,313 (approximately USD 7,441).

On July 23, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD, for a total amount of KRW 10,350,085 (approximately USD 7,042).

On July 23, 2025, NS World purchased D8*3T from TIANJIN TNTT CO LTD, for a total amount of KRW 5,472,618 (approximately USD 3,724).

On July 23, 2025, NS World purchased NY ND from TIANJIN TNTT CO LTD, for a total amount of KRW 1,790,177 (approximately USD 1,219).

On July 23, 2025, NS World purchased CU-BUSH(통합) from TIANJIN TNTT CO LTD, for a total amount of KRW 1,763,867 (approximately USD 1,200).

On July 25, 2025, NS World purchased SHAFT Φ3x36 from TIANJIN TNTT CO LTD, for a total amount of KRW 2,325,862 (approximately USD 1,583).

On August 6, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 37,051,653 (approximately USD 25,229).

On August 6, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 16,863,184 (approximately USD 11,478).

On August 6, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD, for a total amount of KRW 11,342,343 (approximately USD 7,718).

On August 6, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD, for a total amount of KRW 9,633,429 (approximately USD 6,553).

On August 26, 2025, NS World purchased SHAFT/MB10003 58.0mm from TIANJIN TNTT CO LTD, for a total amount of KRW 5,277,502 (approximately USD 3,592).

On August 26, 2025, NS World purchased Injection Molding Tool/2B from TIANJIN TNTT CO LTD, for a total amount of KRW 827,714 (approximately USD 563).

On August 26, 2025, NS World purchased Injection Molding Tool/7T4 from TIANJIN TNTT CO LTD, for a total amount of KRW 827,713 (approximately USD 563).

On August 26, 2025, NS World purchased Injection Molding Tool/EGR from TIANJIN TNTT CO LTD, for a total amount of KRW 827,713 (approximately USD 563).

On August 29, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 29,643,347 (approximately USD 20,173).

On August 29, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD, for a total amount of KRW 17,014,677 (approximately USD 11,584).

On August 29, 2025, NS World purchased 12T4P from TIANJIN TNTT CO LTD, for a total amount of KRW 11,070,882 (approximately USD 7,534).

On August 29, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 9,198,728 (approximately USD 6,262).

On August 29, 2025, NS World purchased 12T from TIANJIN TNTT CO LTD, for a total amount of KRW 6,862,587 (approximately USD 4,670).

On September 16, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 12,512,595 (approximately USD 8,517).

On September 16, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 37,033,835 (approximately USD 25,203).

On September 16, 2025, NS World purchased 12T from TIANJIN TNTT CO LTD, for a total amount of KRW 6,858,817 (approximately USD 4,667).

On September 16, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD, for a total amount of KRW 14,171,110 (approximately USD 9,642).

On September 18, 2025, NS World purchased SUS PIPE from TIANJIN TNTT CO LTD, for a total amount of KRW 14,652,284 (approximately USD 9,967).

On September 25, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 6,335,102 (approximately USD 4,309).

On September 25, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 10,503,441 (approximately USD 7,147).

On September 25, 2025, NS World purchased Φ18_2 from TIANJIN TNTT CO LTD, for a total amount of KRW 8,612,515 (approximately USD 5,861).

On October 20, 2025, NS World purchased Injection Molding Tool/EGR from TIANJIN TNTT CO LTD, for a total amount of KRW 800,206 (approximately USD 545).

On October 20, 2025, NS World purchased SUS PIPE from TIANJIN TNTT CO LTD, for a total amount of KRW 14,783,624 (approximately USD 10,066).

On October 30, 2025, NS World purchased EGR-VALVE from TIANJIN TNTT CO LTD, for a total amount of KRW 25,526,020 (approximately USD 17,381).

On October 30, 2025, NS World purchased RING MAGNET/7T4P from TIANJIN TNTT CO LTD, for a total amount of KRW 48,748,633 (approximately USD 33,173).

On October 30, 2025, NS World purchased D18VKD from TIANJIN TNTT CO LTD, for a total amount of KRW 23,317,267 (approximately USD 15,870).

On October 30, 2025, NS World purchased RING MAGNET/12T4P from TIANJIN TNTT CO LTD, for a total amount of KRW 14,223,533 (approximately USD 9,679).

On October 30, 2025, NS World purchased P2952 from TIANJIN TNTT CO LTD, for a total amount of KRW 939,746 (approximately USD 640).

On October 30, 2025, NS World purchased NF MAGNET from TIANJIN TNTT CO LTD, for a total amount of KRW 5,419,082 (approximately USD 3,687).

On November 13, 2025, NS World purchased 4P from TIANJIN TNTT CO LTD, for a total amount of KRW 45,952,736 (approximately USD 31,273).

On November 25, 2025, NS World purchased EGR V/V from TIANJIN TNTT CO LTD, for a total amount of KRW 27,877,205 (approximately USD 18,972).

On November 25, 2025, NS World purchased 2B from TIANJIN TNTT CO LTD, for a total amount of KRW 4,624,692 (approximately USD 3,148).

On November 25, 2025, NS World purchased D18VKD from TIANJIN TNTT CO LTD, for a total amount of KRW 35,646,912 (approximately USD 24,259).

On December 9, 2025, NS World purchased shaft 3.17*L60.2 from TIANJIN TNTT CO LTD, for a total amount of KRW 15,366 (approximately USD 10).

On December 9, 2025, NS World purchased TP-S68C from TIANJIN TNTT CO LTD, for a total amount of KRW 90,344 (approximately USD 61).

On December 9, 2025, NS World purchased EGR V/V from TIANJIN TNTT CO LTD, for a total amount of KRW 19,851,478 (approximately USD 13,513).

On December 9, 2025, NS World purchased RING MAGNET/7T4P from TIANJIN TNTT CO LTD, for a total amount of KRW 30,957,588 (approximately USD 21,073).

On December 9, 2025, NS World purchased D18VKD from TIANJIN TNTT CO LTD, for a total amount of KRW 23,692,032 (approximately USD 16,119).

On December 14, 2025, NS World purchased Injection Molding Tool/EGR from TIANJIN TNTT CO LTD, for a total amount of KRW 734,750 (approximately USD 500).

NS World’s Related Party Transactions — Purchases from Hi-Q MAG Co., Ltd from July 2025 to December 2025

On July 31, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd, for a total amount of KRW 176,540,000 (approximately USD 120,128).

On July 31, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd, for a total amount of KRW 26,500,000 (approximately USD 18,036).

On August 31, 2025, NS World purchased NS-760P14 from Hi-Q MAG Co., Ltd, for a total amount of KRW 53,300,000 (approximately USD 36,266).

On August 31, 2025, NS World purchased NS250 from Hi-Q MAG Co., Ltd, for a total amount of KRW 40,330,000 (approximately USD 27,445).

On August 31, 2025, NS World purchased SKPM-1812 from Hi-Q MAG Co., Ltd, for a total amount of KRW 26,924,000 (approximately USD 18,322).

On August 31, 2025, NS World purchased SKPM-1612 from Hi-Q MAG Co., Ltd, for a total amount of KRW 9,600,000 (approximately USD 6,532).

On September 30, 2025, NS World purchased SKPM-1512 from Hi-Q MAG Co., Ltd, for a total amount of KRW 2,640,000 (approximately USD 1,797).

On September 30, 2025, NS World purchased SKPM-1512 from Hi-Q MAG Co., Ltd, for a total amount of KRW 11,088,000 (approximately USD 7,547).

On December 3, 2025, NS World purchased 14-12/KCM from KCM Industry, for a total amount of KRW 144,000,000 (approximately USD 98,00

NS World’s Related Party Transactions — Purchases from N&P Co., Ltd from July 2025 to December 2025

On July 31, 2025, NS World purchased MP90 from N&P Co., Ltd, for a total amount of KRW 21,450,000 (approximately USD 14,595).

On July 31, 2025, NS World purchased 270.5_ from N&P Co., Ltd, for a total amount of KRW 6,448,750 (approximately USD 4,389)

On July 31, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd, for a total amount of KRW 4,400,000 (approximately USD 2,994).

On July 31, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd, for a total amount of KRW 3,200,000 (approximately USD 2,177).

On July 31, 2025, NS World purchased 170.5_ from N&P Co., Ltd, for a total amount of KRW 1,070,000 (approximately USD 728).

On August 31, 2025, NS World purchased 270.5_ from N&P Co., Ltd, for a total amount of KRW 11,681,250 (approximately USD 7,948).

On August 31, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd, for a total amount of KRW 1,340,160 (approximately USD 912).

On August 31, 2025, NS World purchased 170.5_ from N&P Co., Ltd, for a total amount of KRW 1,070,000 (approximately USD 728).

On August 31, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd, for a total amount of KRW 90,200 (approximately USD 61).

On September 30, 2025, NS World purchased RUBBER MAGNET_881P7_BM030 (16.4T) from N&P Co., Ltd, for a total amount of KRW 1,020,000 (approximately USD 694).

On September 30, 2025, NS World purchased RUBBER MAGNET_892P7_GW530 (12T) from N&P Co., Ltd, for a total amount of KRW 268,000 (approximately USD 182).

On September 30, 2025, NS World purchased 270.5_ from N&P Co., Ltd, for a total amount of KRW 11,855,000 (approximately USD 8,067).

On September 30, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd, for a total amount of KRW 6,437,120 (approximately USD 4,379).

On September 30, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd, for a total amount of KRW 581,900 (approximately USD 396).

On October 31, 2025, NS World purchased RUBBER MAGNET_881P7_BM030 (16.4T) from N&P Co., Ltd, for a total amount of KRW 1,530,000 (approximately USD 1,041).

On October 31, 2025, NS World purchased 270.5_ from N&P Co., Ltd, for a total amount of KRW 10,822,500 (approximately USD 7,363).

On October 31, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd, for a total amount of KRW 6,417,920 (approximately USD 4,366).

On October 31, 2025, NS World purchased 170.5_ from N&P Co., Ltd, for a total amount of KRW 2,140,000 (approximately USD 1,457).

On October 31, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd, for a total amount of KRW 6,433,900 (approximately USD 4,377).

On November 30, 2025, NS World purchased BM030(16.4T) from N&P Co., Ltd, for a total amount of KRW 255,000 (approximately USD 174).

On November 30, 2025, NS World purchased BM530(12T) from N&P Co., Ltd, for a total amount of KRW 80,400 (approximately USD 55).

On November 30, 2025, NS World purchased 270.5_ from N&P Co., Ltd, for a total amount of KRW 6,621,250 (approximately USD 4,507).

On November 30, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd, for a total amount of KRW 5,169,920 (approximately USD 3,517).

On November 30, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd, for a total amount of KRW 7,763,800 (approximately USD 5,285).

On December 31, 2025, NS World purchased BM030(16.4T) from N&P Co., Ltd, for a total amount of KRW 1,190,000 (approximately USD 809).

On December 31, 2025, NS World purchased 270.5_ from N&P Co., Ltd, for a total amount of KRW 8,873,750 (approximately USD 6,039).

On December 31, 2025, NS World purchased 270.5_TAPE from N&P Co., Ltd, for a total amount of KRW 1,280,000 (approximately USD 871).

On December 31, 2025, NS World purchased 170.5_ from N&P Co., Ltd, for a total amount of KRW 1,070,000 (approximately USD 728).

On December 31, 2025, NS World purchased 170.5_TAPE from N&P Co., Ltd, for a total amount of KRW 550,000 (approximately USD 374).

NS World’s Related Party Transactions — Sales to TIANJIN TNTT CO LTD from July 2025 to December 2025

On July 6, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 23,936,513 (approximately USD 16,290).

On July 6, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD, for a total amount of KRW 27,891,028 (approximately USD 18,985).

On July 6, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD, for a total amount of KRW 6,006,061 (approximately USD 4,087).

On July 20, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 11,474,100 (approximately USD 7,805).

On July 27, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 10,592,642 (approximately USD 7,207).

On August 10, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 13,419,125 (approximately USD 9,137).

On August 10, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD, for a total amount of KRW 28,427,039 (approximately USD 19,347).

On August 10, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD, for a total amount of KRW 3,825,929 (approximately USD 2,604).

On August 10, 2025, NS World sold GR38-G4 to TIANJIN TNTT CO LTD, for a total amount of KRW 2,906,820 (approximately USD 1,978).

On August 21, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 26,622,373 (approximately USD 18,122).

On August 21, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD, for a total amount of KRW 5,407,766 (approximately USD 3,679).

On September 14, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 33,345,599 (approximately USD 22,700).

On September 14, 2025, NS World sold SHAFT_3140C to TIANJIN TNTT CO LTD, for a total amount of KRW 28,533,830 (approximately USD 19,419).

On September 14, 2025, NS World sold SUS PIPE to TIANJIN TNTT CO LTD, for a total amount of KRW 13,825,086 (approximately USD 9,408).

On September 14, 2025, NS World sold GR38-G4 to TIANJIN TNTT CO LTD, for a total amount of KRW 2,917,740 (approximately USD 1,985).

On October 19, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 37,251,374 (approximately USD 25,355).

On October 19, 2025, NS World sold Shaft 4370KW3140C to TIANJIN TNTT CO LTD, for a total amount of KRW 16,944,054 (approximately USD 11,532).

On October 19, 2025, NS World sold EGR Magnet to TIANJIN TNTT CO LTD, for a total amount of KRW 7,062,861 (approximately USD 4,805).

On October 19, 2025, NS World sold PVC Tube/Φ18 ~ Φ25 to TIANJIN TNTT CO LTD, for a total amount of KRW 225,353 (approximately USD 153).

On October 19, 2025, NS World sold Injection Molding Tool/EGR to TIANJIN TNTT CO LTD, for a total amount of KRW 2,108,783 (approximately USD 1,435).

On November 9, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 37,133,849 (approximately USD 25,275).

On November 9, 2025, NS World sold Shaft 4370KW3140C to TIANJIN TNTT CO LTD, for a total amount of KRW 11,737,116 (approximately USD 7,987).

On November 9, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD, for a total amount of KRW 244,249 (approximately USD 166).

On November 9, 2025, NS World sold PVC Tube/Φ18 ~ Φ25 to TIANJIN TNTT CO LTD, for a total amount of KRW 342,896 (approximately USD 233).

On November 9, 2025, NS World sold Injection Molding Tool/EGR to TIANJIN TNTT CO LTD, for a total amount of KRW 2,127,923 (approximately USD 1,448).

On November 9, 2025, NS World sold Hole Pin (4P) to TIANJIN TNTT CO LTD, for a total amount of KRW 404,768 (approximately USD 275).

On November 9, 2025, NS World sold Hole Pin (D18 to TIANJIN TNTT CO LTD, for a total amount of KRW 607,152 (approximately USD 413).

On November 9, 2025, NS World sold Inner diameter pin to TIANJIN TNTT CO LTD, for a total amount of KRW 823,992 (approximately USD 561).

On December 14, 2025, NS World sold Cu-Bush to TIANJIN TNTT CO LTD, for a total amount of KRW 23,109,246 (approximately USD 15,731).

On December 14, 2025, NS World sold Shaft 4370KW3140C to TIANJIN TNTT CO LTD, for a total amount of KRW 25,311,614 (approximately USD 17,225).

On December 14, 2025, NS World sold PVC Tray to TIANJIN TNTT CO LTD, for a total amount of KRW 62,072 (approximately USD 42).

On December 14, 2025, NS World sold PVC Tube/Φ18 ~ Φ25 to TIANJIN TNTT CO LTD, for a total amount of KRW 529,608 (approximately USD 360).

On December 21, 2025, NS World sold EGR Magnet to TIANJIN TNTT CO LTD, for a total amount of KRW 9,802,698 (approximately USD 6,672).

On December 21, 2025, NS World sold PVC Tube/Φ18 ~ Φ25 to TIANJIN TNTT CO LTD, for a total amount of KRW 33,798 (approximately USD 23).

NS World’s Related Party Transactions — Sales to Hi-Q MAG Co., Ltd from July 2025 to December 2025

On July 31, 2025, NS World sold 13-9/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 32,000,000 (approximately USD 21,785).

On August 31, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 145,890,000 (approximately USD 99,291).

On September 30, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 240,000,000 (approximately USD 163,357).

On September 30, 2025, NS World sold B+/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 9,600,000 (approximately USD 6,532).

On October 31, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 144,000,000 (approximately USD 98,000).

On October 31, 2025, NS World sold SKPM-1512 (S) to Hi-Q MAG Co., Ltd, for a total amount of KRW 5,094,500 (approximately USD 3,468).

On November 30, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 192,000,000 (approximately USD 130,598).

On December 31, 2025, NS World sold 14-12/KCM to Hi-Q MAG Co., Ltd, for a total amount of KRW 144,000,000 (approximately USD 98,000).

NS World’s Related Party Transactions — Sales to N&P Co., Ltd from July 2025 to December 2025

On July 30, 2025, NS World recorded Rental Income from N&P Co., Ltd, for a total amount of KRW 1,500,000 (approximately USD 1,021).

On August 31, 2025, NS World recorded Rental Income from N&P Co., Ltd, for a total amount of KRW 1,500,000 (approximately USD 1,021).

On September 30, 2025, NS World recorded Rental Income from N&P Co., Ltd, for a total amount of KRW 1,500,000 (approximately USD 1,021).

On October 31, 2025, NS World recorded Rental Income from N&P Co., Ltd, for a total amount of KRW 1,500,000 (approximately USD 1,021).

On November 30, 2025, NS World recorded Rental Income from N&P Co., Ltd, for a total amount of KRW 1,500,000 (approximately USD 1,021).

On December 31, 2025, NS World recorded Rental Income from N&P Co., Ltd, for a total amount of KRW 1,500,000 (approximately USD 1,021).

On February 28, 2026, NS World purchased 270.5X20X5T-120G from N&P Co., Ltd. for a total amount of KRW 5,410,000.

On February 28, 2026, NS World purchased BM020 (16.4T) from N&P Co., Ltd. for a total amount of KRW 3,400,000.

On February 28, 2026, NS World purchased GM520 (12T) from N&P Co., Ltd. for a total amount of KRW 804,000.

On March 1, 2026, NS World purchased 270.5X20X5T-120G from N&P Co., Ltd. for a total amount of KRW 3,590,000.

On March 1, 2026, NS World purchased 270.5X20X5T-120G (테이프) from N&P Co., Ltd. for a total amount of KRW 17,920.

On March 1, 2026, NS World purchased 170.5X20X5T-122G (테이프) from N&P Co., Ltd. for a total amount of KRW 2,215,400.

Environmental & Regulatory Matters

Meeting the growing demand for magnetic material while simultaneously mitigating environmental impacts from our operations and products, and governing and managing our business in a responsible manner, are at the heart of our approach to sustainability and responsible business matters.

Our global facilities employ strict processes to track and mitigate environmental impacts. Responsible governance includes fostering inclusion, safeguarding human rights, enhancing data privacy, and ensuring ethical behavior within our company and supply chain.

We comply with a wide array of environmental, health, and safety laws across different jurisdictions. These regulations pertain to the handling of hazardous substances, protecting human health, and ensuring the responsible composition and disposal of our products. Our comprehensive compliance program includes policies, dedicated staff, regular audits, and training to ensure adherence to these standards. Additionally, we comply with global directives like the European Union’s RoHS and REACH regulations, China’s Restriction of Hazardous Substances law, and similar mandates. Our commitment extends to mitigating potential contamination at current and former sites, and ensuring that environmental laws do not materially impact our financial performance or competitive standing.

Permits

In connection with the Company’s business in manufacturing and sales of magnetic components for automobiles and electronic appliances, no specific permits or authorizations are required to be obtained for the operation of such business.

The Company has obtained the following certificate:

Notification or Approval Requirements

There are no notification or consent requirements in relation to the business registration certificates that the Company has obtained upon a change of control or change of the majority shareholder in the Company as a result of the Business Combination.

Website

NS World maintains one active website, www.nsworld.kr, which serves as its corporate website and contains information about the Company and its business. The information included on NS World’s website is not incorporated by reference into this prospectus or in any other report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference only.

Corporate Information

NS World’s registered office is located at 99 Naechuoksu-gil, Buk-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, which also serves as our corporate mailing address.

NS World’s telephone number is +82-43-233-1630.

NS WORLD’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this section to “we”, “us”, “our” and “the Company” refer to the business and operations of NS World prior to the Business Combination. Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes and other information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below in this section and those discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward — Looking Statements” included elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

NS World was incorporated in 2013 and the Company’s registered office is located at 99, Naechuoksu-gil, Bugi-myeon, Cheongwon-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea. The Company specializes in the manufacturing and sale of magnetic components for automobiles and electronic appliances. The Company has operations located throughout Korea. The Company owns one building and one plot of land, both of which are pledged as collateral with the Industrial Bank of Korea.

The Company specializes in manufacturing magnetic components required across rapidly evolving automotive and home appliance industries, which can be divided into three key sectors: automotive, home appliances, and other industries.

In the automotive sector, the Company provides magnetic components designed to meet the performance demands of magnets required in extreme operating conditions for automotive parts. The Company offers a wide range of magnet products, from motor drive magnets to advanced magnets for various magnetic sensors, ensuring seamless integration with surrounding components through material diversification and insert molding.

In the home appliances sector, the Company supplies a variety of magnets used in low-noise, high-efficiency BLDC motors. These magnets are combined with mold design technology to achieve maximum efficiency from complex shapes using the same raw materials. The product range includes ferrite magnets and magnets made from NdFeB materials, designed to meet diverse customer specifications.

In other industries, the Company produces ferrite sintered magnets for large-capacity AC motors, meeting a wide range of customer requirements. Additionally, the Company manufactures ferrite magnet resins by compounding anisotropic or isotropic ferrite powder with binders, enabling injection molding for various applications.

The Company has made significant advancements since 2013, starting with the patent acquisition for a resin composition and manufacturing method for bonded magnets. In 2014, it obtained the IATF 16949 certification, and in 2015, successfully localized permanent magnet materials through a three-year, 2.4 billion KRW project. Since 2015, the Company has actively participated in government-led technology innovation and development projects under the Ministry of Trade, Industry and Energy and the Ministry of SMEs and Startups. In 2020, it was designated as a specialized company for materials, parts, and equipment, and in 2023, it received the Root Enterprise Certification from the Korea Institute of Industrial Technology.

Components of Results of Operations

Revenue

The Company derives revenue from the sale of products, which are components for automotive and home appliance magnets. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products.

Cost of sales

Cost of sales represents all direct and indirect costs associated with the manufacture of our products. Cost of goods sold primarily consists of direct costs associated with inventory and delivery of the Company’s goods, including freight costs. Cost of sales also includes inventory impairment, allocated personnel-related expenses and allocated facilities and overhead costs.

Other operating income

Other operating income consists of government grant income, rental income, income from the provision of technical services, gain on the disposal of tangible assets, and brokerage income.

Selling, general, and administrative expenses

SG&A expenses consist of corporate service functions such as finance, legal, human resources and information technology expenses, as well as rent, utilities, depreciation, amortization and insurance costs.

Other non-operating income

Other non-operating income includes interest income, gain on foreign currency and other income.

Gain on foreign currency includes gain on translation and transaction of monetary assets and liabilities denominated in foreign currencies.

Interest income primarily includes realized gains from bank deposits and investments with financial instruments.

Other non-operating expenses

Other non-operating expenses include interest expense, loss on foreign currency and other expenses.

Interest expense primarily consists of interest incurred on our finance leases, financing obligations and outstanding loans.

Loss on foreign currency includes loss on translation and transaction of monetary assets and liabilities denominated in foreign currencies.

Other expenses, other than interest expense and loss on foreign currency, primarily include amortization of accumulated actuarial loss.

Gain (loss) on financial instruments

The Company measures a fair value of redeemable convertible preferred stock and its changes in fair value is recognized as gain (loss) on financial instruments.

The Company measures the fair value of share repurchase liabilities, and any changes in its fair value are reorganized as gain (loss) on share repurchase liabilities.

Other non-operating income

Gains on foreign currency mainly consisting of non-operating income was $159 thousand for the year ended December 31, 2025 as compared to $258 thousand for the year ended December 31, 2024, a decrease of $99 thousand, or 38.1%. This was primarily due to the weakened KRW/USD exchange rate.

Gain on valuation of redeemable convertible preferred stock was $115 thousand for the year ended December 31, 2025, as compared to a gain of $75 thousand for the year ended December 31, 2024, representing an increase in gain of $40 thousand, or 53.1%. This was primarily due to a decrease in the fair value of the liability because the value of the conversion rights declined.

Other non-operating losses

Interest expense was $179 for the year ended December 31, 2025, compared to $144 thousand for the year ended December 31, 2024, a increase of $35 thousand, or 24.3%. This increase was primarily due to an increase in the installment amount for long-term debt repayment.

Loss on foreign currency was $178 thousand for the year ended December 31, 2025, as compared to $229 thousand for the year ended December 31, 2024, a decrease of $51 thousand, or 22.2%. This was primarily due to decrease in monetary instrument and the weakened KRW/USD exchange rate.

Loss on share repurchase liability consisting of other non-operating expense was $111 thousand for the year ended December 31, 2025, as compared to no such loss incurred for the year ended December 31, 2024, representing an increase of $111 thousand. This was due to valuation losses recognized on the share repurchase liabilities for the year ended December 31, 2025.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements and capital expenditures, including expansion projects and principal and interest payments related to our outstanding indebtedness. The Company plans to continue to fund its operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financing, other third-party funding, and operational cash flow. Our liquidity as of December 31, 2025 is as follows (in thousands):

Our future liquidity requirements will depend on many factors, including funding needed to support other business opportunities and expenditures, and funding for working capital and general corporate purposes. We expect to satisfy our liquidity requirements through cash on hand, cash generated from operations and additional financings.

Cash Flows

Cash flows associated with operating, investing, and financing activities for the years ended December 31, 2025 and December 31, 2024 are summarized as follows:

Net Cash Provided by Operating Activities

Cash flows provided by operating activities were $580,081 for the year ended December 31, 2025, as compared to $400,682 for the year ended December 31, 2024, an increase of $179,399, or 44.8%. The increase is primarily related to decrease in non-trade accounts receivable (net of allowance) and increase in trade accounts payable.

For the year ended December 31, 2025, net cash provided by operating activities was $580,081, which primarily consisted of net loss of $545,212, adjusted for certain non-cash items of $655,545 and net cash inflow from changes in operating assets and liabilities of $737,643. The non-cash items primarily consisted of depreciation and amortization expense of $178,793, interest expenses of $178,666, pension benefits provision of $180,316 and loss on valuation of share repurchase liabilities of $110,543. The net cash inflow from changes in our operating assets and liabilities were primarily due to a $2,277,412 increase in non-trade accounts payable, a $192,384 increase in trade accounts receivable (net of allowance), partially offset by a $1,174,631 increase in trade accounts payable, and a $107,846 decrease in inventories, and a $1,818,971 decrease in non-trade accounts receivable (net of allowance).

For the year ended December 31, 2024, net cash provided by operating activities was $400,682, which primarily consisted of net loss of $372,026, adjusted for certain non-cash items of $247,740, and net cash inflow from changes in operating assets and liabilities of $524,968. The non-cash items primarily consisted of depreciation and amortization expense of $183,557, interest expenses of $144,300 and pension benefits provision of $157,547. The net cash inflow from changes in operating assets and liabilities were primarily due to a $1,200,482 increase in non-trade accounts payable, a $503,346 decrease in inventories, $376,352 decrease in trade accounts receivable (net of allowance), partially offset by a $1,149,252 increase in non-trade accounts receivable (net of allowance).

Net Cash Used in Investing Activities

Cash flows used in investing activities were $39,526 for the year ended December 31, 2025 as compared to $137,956 for the year ended December 31, 2024, a decrease of $98,430, or 71.4%. The decrease is primarily related to a $129,284 decrease in acquisitions of property, plant and equipment, partially offset by a $30,854 decrease in other investing activities.

For the year ended December 31, 2025, net cash used in investing activities was $39,526, consisting primarily of acquisitions of property, plant and equipment of $89,746 and increase in loans of $74,531, partially offset by decrease in loans of $43,584 and proceeds from sale of short-term financial instruments of $29,531.

For the year ended December 31, 2024, net cash used in investing activities was $137,956, primarily consisting of acquisitions of property, plant and equipment of $219,030, partially offset by receipt of government grants of $60,999 and proceeds from disposal of property, plant and equipment of $38,181.

Net Cash Used in Financing Activities

Cash flows used in financing activities were $111,102 for the year ended December 31, 2025 as compared to $251,935 for the year ended December 31, 2024, a decrease of $140,833, or 55.9%. The decrease is primarily related to a $1,219,333 increase in proceeds from short-term debt, partially offset by a $1,086,857 increase in repayments of short-term debt.

For the year ended December 31, 2025, net cash used in financing activities was $111,102, comprised primarily of repayments of short-term debt of $1,306,710, repayments of current portion of long-term debt of $214,798 and repayments of lease liabilities of $40,172, partially offset by $1,450,578 proceeds from short-term debt.

For the year ended December 31, 2024, net cash used in financing activities was $251,935, comprised primarily of repayments of short-term debt of $219,853, repayments of current portion of long-term debt of $222,423 and repayments of lease liabilities of $40,904, partially offset by $231,245 proceeds from short-term debt.

Debt

Redeemable convertible preferred stock

In May 2015, the Company issued 37,500 shares of redeemable convertible preferred stock with a principal amount of KRW 750 million. The redeemable convertible preferred stock bears a fixed interest rate of 5.8% per annum, and matures in 2025. In May 2025, 37,500 shares of redeemable convertible preferred stock were automatically converted into common stock upon maturity.

Dissenting Shareholder Appraisal Rights

In connection with the share exchange transactions contemplated by the share exchange agreements dated February 10, 2025, as amended (collectively, the “Agreements”), by and among the Company, EMT Sub Co., Ltd. (“EMT Sub”), and the other operating companies party thereto, shareholders who formally dissented at the general meeting of shareholders held to approve the share exchange (the “Share Exchange EGM”) were granted statutory appraisal rights under the Korean Commercial Code (the “Appraisal Rights”).

Pursuant to the Agreements, dissenting shareholders may obtain the Appraisal Rights by delivering to the Company, within 20 days from the date of the Share Exchange EGM, a written notice identifying the class and number of shares for which appraisal rights are elected (the “Appraisal Shares”). Upon receipt of valid notice, the Company is contingently required to repurchase the Appraisal Shares within two (2) months, provided the Share Exchange remains in effect and the dissenting shareholder does not withdraw its notice (by mutual agreement with the Company), after which any unpaid amount will begin to accrue interest at a statutorily dictated 6% interest rate per annum. The repurchase price for Appraisal Shares is determined by mutual agreement between the Company and the applicable dissenting shareholder through the Agreements.

Management accounts for these appraisal rights as a liability under ASC 480 measured at fair value, with changes recognized in earnings, until the obligation becomes unconditional at merger close. In connection with the transaction, the Company recognized a share repurchase liability of $109,566 and a corresponding loss on share repurchase liability valuation as of December 31, 2025.

In January 2026, the Company completed a comprehensive share exchange transaction pursuant to the approved share exchange agreement and became a wholly owned subsidiary of EMT Sub Co., Ltd. The payment amount was approximately $6.50 million as of the closing of the share exchange transaction and continues to accrue statutory interest until the actual payment date.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of December 31, 2025:

____________

(1)      Future lease payment obligations for finance lease liabilities.

(2)      Short-term and long-term debt principal repayment obligations for loans provided by Industrial Bank of Korea, Korea Small and Medium-sized Enterprises and Startups Agency, and EMT Asia Co., Ltd.

As of December 31, 2025, there have been no material changes to our contractual obligations and commitments since December 31, 2024.

Going Concern

The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists.

Primarily due to a recent operating loss associated with the business, the Company incurred losses of $545,212 and $372,026 for the years ended December 31, 2025 and 2024, respectively. The Company had negative working capital of $3,185,094 and $3,131,924 which excludes the cash and cash equivalents of $793,843 and $359,394, and accumulated deficits of $3,240,547 and $2,695,335 as of December 31, 2025 and 2024, respectively. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, upon the economic environment and the Company’s current capability, the Company may be unable to access future equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primary the result of fluctuations in interest rates.

Interest Rate Risk

Our cash and cash equivalents primarily consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. As of December 31, 2025 and December 31, 2024, we had $793,843 and $359,394 of cash and cash equivalents, respectively. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and fair market value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

Foreign Currency Risk

We maintain our ledgers in our functional local currency and translate them into USD for financial reporting purposes. As a result, we are exposed to fluctuations in the exchange rates of various currencies against the USD and other currencies, predominantly the KRW.

Off-Balance Sheet Arrangements

During the period presented, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies and Use of Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies of the accompanying financial statements of the Company included elsewhere in this prospectus. Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest amount of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the financial statements.

Revenue Recognition

The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

If the Company is principal in the revenue transactions, the Company recognizes revenue as gross, otherwise the Company recognizes on a net basis.

The Company’s primary source of revenue is product and merchandise sales of components for automotive and home appliance magnets. Revenue from product and merchandise sales is recognized when control of the goods is transferred to the customer, which is typically at the point of delivery, at which time the significant risks and rewards of ownership also pass to the customer. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract. Such contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices, as such, no such provision — e.g. rebates or discounts — is provided.

The Company engages in resale transactions where it purchases raw materials from specific parties, processes them, and resells them to the same counterparties. The Company provides a tolling manufacturing service for the counterparties in these arrangements, in which the counterparty retains control of the inventory throughout the process. The Company’s performance obligation under these arrangements is the delivery of tolling services. Accordingly, the net transaction amount is recognized as revenue upon completion of these services. The toll process revenue recognized for the year ended December 31, 2025 was $7,985. The Company also engages in repurchase transactions where it sells raw materials to specific parties and repurchases them

after they have been processed. The Company has an obligation to repurchase the inventory in these transactions. The Company maintains control of the inventory throughout the process as the Company retains legal title to the inventory and bears inventory risk throughout the process. The processing period is typically 15 to 60 days, and the pricing is determined based on the counterparties’ processing costs. The Company accounts for these transactions as receiving toll manufacturing services rather than as distinct sales/purchases or product financing. As a result, the net transaction amount is recognized as processing fees (cost of goods manufactured). As of December 31, 2025, and 2024, the Company recognized non-trade accounts receivables of $802,237 and $2,555,265, respectively, and non-trade accounts payables of $914,930 and $3,114,212, respectively, related to repurchase transactions.

Property, Plant, and Equipment

Property, plant and equipment are stated at cost. Property, plant and equipment under finance leases are stated at the present value of the lease payments.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company evaluates long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing this assessment, management considers factors such as the Company’s current operating status, future production plans, and expected cash flows. As of December 31, 2025, management performed an impairment assessment and concluded that no impairment charge was necessary.

Defined Severance Benefits

The Company has a defined benefit pension plan covers substantially all employees in accordance with the Retirement Benefit Security Act of Korea. Eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate.

The Company recognizes the net funded status of its pension plans in the balance sheets, measured as the difference between the projected benefit obligation and the fair value of plan assets, with corresponding changes recognized in earning or other comprehensive income. Under ASC 715, service cost, interest cost, expected return on plan assets, and the amortization of actuarial gains or losses and prior service cost are recognized in Net Income. Actuarial gains and losses and prior service cost arising from plan amendments are initially recorded in Other Comprehensive Income and subsequently amortized into Net Income in accordance with ASC 715.

The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. The Company uses certain assumptions including, but not limited to, the discount rates, salary growth rates, and certain employee-related factors, such as turnover, retirement age and mortality. The Company uses the discount rate based on observations of relevant corporate bonds in the market.

Fair Value Measurements

The Company measures the redeemable convertible preferred stock and dissenting shareholder appraisal rights at fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

The Company estimated the fair value of redeemable convertible preferred stock using the Tsiveriotis-Fernandes model with strip and bootstrapping method. The fair value is estimated using unobservable inputs based on stock price volatility of similar listed companies. The Company measured fair value of the redeemable convertible preferred shares upon conversion in May 2025, resulting in a reclassification from liabilities to equity of $950,189. The fair value gain recognized during the year ended 2025 was $114,768.

INFORMATION ABOUT HANDA LAB

Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our”, “Handa Lab” refer to the business of Handa Lab and its subsidiary prior to the consummation of the Business Combination.

All Korean Won (KRW) figures in this section have been converted to United States Dollars (USD) at an average daily exchange rate of USD/KRW 1,422.0 for the year ended December 31, 2025 and USD/KRW 1,363.98 for the year ended December 31, 2024.

Share Exchange Agreement

On February 10, 2025, EM entered into a definitive share exchange agreement to acquire Handa Lab, which was amended on March 31, 2025. The acquisition of Handa Lab closed concurrently with the consummation of the Business Combination on January 5, 2026, at which time all outstanding shares of Handa Lab were exchanged for equity consideration issued by EM LLC.

Our Business

Handa Lab is at the forefront of transforming the EV charging landscape by leveraging advanced technologies such as artificial intelligence (AI), robotics, and vision systems. It designs and manufactures AI-driven robotic systems that automate the EV charging process, making it more convenient and efficient for users. These robotic solutions can automatically connect and disconnect EVs from charging stations, reducing wear and tear on equipment and improving overall station reliability. Additionally, the company develops sophisticated vision systems that monitor charging stations in real-time, ensuring safety by detecting potential issues and enhancing the user experience with features like license plate recognition and occupancy detection.

The Company also focuses on smart energy management and grid integration. It creates AI-powered systems that optimize the distribution of electricity across multiple charging stations, reducing energy costs. The company also develops predictive maintenance tools that analyze data from charging stations to anticipate and prevent equipment failures, minimizing downtime. By integrating energy storage solutions and demand response capabilities, the company helps to make EV charging more sustainable and efficient, contributing to the broader adoption of electric vehicles and supporting the transition to a cleaner, more reliable energy future.

Beyond EV charging applications, Handa Lab has also developed an intelligent monitoring system used to monitor factories, offices, farms, and more in real time by using IP cameras and CCTV cameras, combined with deep learning-based intelligent solutions to prevent product defects, theft, and other incidents.

Handa Lab — Overview

Handa Lab was established in 2021 under the laws of the Republic of Korea. Handa Lab specialize in integrating advanced artificial intelligence, robotics, and vision systems to revolutionize EV charging infrastructure and industrial manufacturing facilities. By developing AI-driven robotic solutions that automate the charging process, and advanced vision systems that enhance safety and efficiency, the company provides innovative tools that optimize EV charging stations. Additionally, it focuses on smart grid integration and energy management, ensuring sustainable and scalable charging solutions. The Company’s expertise lies in creating cutting-edge technology for charging network operators and automotive manufacturers. These applications have also been utilized in the monitoring and maintenance of factories using an autonomous workforce to reduce defects, down time, and more.

Our Company

Handa Lab was founded in 2021. Since then, the Company has made significant developments in autonomous EV charging, intelligent monitoring systems, and automated robotics that support the EV shift and improve safety, efficiency, and quality.

The Company is headquartered at 201, Daejeon Startup Park, 7-12, Daehak-ro 179 beon-gil, Yuseong-gu, Daejeon Metropolitan City with the Company’s factory located at 1011, Jikji Smart Tower, 76, Jikji-daero 436 beon-gil, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do.

Highlights

•        Innovative AI-Driven Robotics:    The Company specializes in developing robotic systems that automate the EV charging process, offering unparalleled convenience and efficiency for users.

•        Advanced Vision Systems:    With cutting-edge AI vision technology, the company enhances the safety and functionality of EV charging stations through real-time monitoring, license plate recognition, and occupancy detection.

•        User-Centric Design:    Prioritizing ease of use and a seamless charging experience, the Company’s technology enhances customer satisfaction and promotes broader EV adoption.

•        Strategic Partnerships:    The Company forms key alliances with automotive manufacturers, energy providers, and technology firms, driving innovation and expanding its market presence.

•        Scalability and Flexibility:    The Company’s products are scalable and have applied uses across various industries such as manufacturing, farming, office space management and more, making them versatile and adaptable to different market needs.

These highlights underscore the Company’s role as a leader in the intersection of AI, robotics, and EV infrastructure, pushing the boundaries of what is possible in the rapidly growing electric vehicle industry.

Handa Lab Strategy

•        Market Expansion:    Expanding into new regions with high EV adoption rates.

•        Product Development:    Continuously innovating and expanding the product portfolio to include the latest advancements in AI and robotics.

•        Strategic Alliances:    Forming strategic partnerships with key players in the automotive, energy, and manufacturing sectors to drive adoption and growth.

•        Customer Education:    Investing in marketing and educational initiatives to promote the benefits of AI and robotics in EV charging.

Market Overview

Global Industrial Robotics Market

According to Fortune Business Insights: Industrial Robots Market Size, Share & Industry Analysis, By Robot Type, global industrial robotics used in the battery market is projected to reach $41.02B by 2030, increasing from $18.19B in 2023, with the CAGR of 12.3% during the period of 2023 to 2030. This growth is largely driven by growing battery demand globally and the increasing needs for more efficient material handling, welding, assembly, and detection in battery plants. Continued construction of gigafactories around the world to meet growing demand from electric vehicle auto manufacturers also plays a large role in the increase in demand for factory automation.

Electric Vehicle Charging Market

We believe the EV Charging market is experiencing rapid growth, driven by the global shift towards sustainable transportation and the increasing adoption of EVs. According to Fortune Business Insights: Electric Vehicle Charging Station Market Size, Share & Industry Analysis, the global electric vehicle charging station market size was valued at USD 16.43 billion in 2023. The market is projected to grow from USD 22.45 billion in 2024 to USD 257.03 billion by 2032, exhibiting a CAGR of 35.6% during the forecast period.

This growth is supported by various charging infrastructures, including Level 1 (slow, residential use), Level 2 (faster, common in homes and public spaces), and DC Fast Charging (enabling quick recharges for long-distance travel). Regionally, North America and Europe are seeing significant investments and government initiatives, while China dominates the Asia-Pacific market. Despite its rapid expansion, the market faces challenges such as the need for more extensive infrastructure, standardization issues, and potential strain on electrical grids.

AI in Industrial Automation Market Overview

According to Global Market Insights: AI in Industrial Machinery Market, Global AI in the Industrial Automation market is projected to reach $20.9B in 2032, increasing from $2.4B in 2023, with a CAGR of 27.2% during the period of 2023 to 2032. The Growth is driven by proliferation of predictive solutions and adoption collaborative robots which work alongside human operators to enhance productivity and flexibility in industrial environments. Developments in the industry have provided significant value to manufacturers through the reduction of product defaults, mitigated down time, and increased quality control through automated monitoring systems.

Products

Main products & services

•        Automated EV Charging Robot System:    An Automated EV Charging Robot System is an advanced technology designed to autonomously charge EVs without human intervention. This system integrates robotics, artificial intelligence, and smart infrastructure to create a seamless, efficient, and user-friendly charging experience.

•        Intelligent Monitoring System:    An Intelligent Monitoring System is an advanced technology that uses AI, machine learning, and various sensors to observe, analyze, and respond to conditions or activities within a given environment. These systems are designed to operate autonomously, providing real-time insights, alerts, and actions based on the data they collect. Various sectors such as security, healthcare, industrial automation, environmental monitoring, and smart cities utilize these systems to manage their workflows.

•        Machine Vision and Laser Testing System:    A Machine Vision and Laser Testing System is a sophisticated technology that combines machine vision, which involves the use of cameras and image processing algorithms, with laser testing, which uses lasers for precise measurement and inspection. This system is widely used in manufacturing, quality control, and various other industries to inspect, measure, and ensure the quality of products with high precision and automation. The system is also used for product data gathering.

•        Collaborative Robot Control System:    A Collaborative Robot Control System is a sophisticated platform designed to enable robots to work either autonomously or alongside humans in a shared workspace. These systems can increase quality control and reduce product defaults by leveraging AI, robotics, and machine vision to detect, identify and adapt to a wide variety of processes.

Research & Development

Because the industries in which Handa Lab competes are characterized by rapid technological advances, Handa Lab’s ability to compete successfully depends heavily upon its ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace. Handa Lab continues to develop new technologies to enhance existing products and services and plans to expand the range of its offerings through

R&D. From time to time Handa Lab works jointly with government entities on R&D projects. The Company is currently conducting two government placed R&D programs. Handa Lab anticipates that it will continue to make significant expenditures for R&D as it seeks to provide new innovative products and services.

Handa Lab plans to bring several new advancements to its products to the market such as follows:

•        Autonomous Charging:    Handa Lab continuous to invest in research and development to improve the capabilities of autonomous charging robots.

•        3D Positioning:    Handa Lab is focused on advancing computer vision and 3D positioning technologies. By leveraging deep learning techniques, it enhances the accuracy and efficiency of 3D positioning, enabling precise 3D modeling from various perspectives. Handa Lab aims to solve complex tasks by integrating sophisticated neural networks with traditional vision methods to achieve object recognition and depth information estimation.

•        Autonomous Packaging:    Handa Lab in actively working with manufacturing partners to advance the vision software engineering capabilities for autonomous robots that focus on tasks like packaging and palletizing in facilities where there is a larger distance between different operating areas. Handa Lab’s developments enable the robots to have precision and speed.

•        Internal Transportation Augmentation:    Handa Lab is actively working with manufacturing partners to advance the vision software engineering capabilities for autonomous robots utilized in manufacturing and warehousing facilities. These robots are used to move and automatically deliver pallets within set parameters. Handa Lab is developing software to improve the accuracy and precision of these operations.

•        Lasers:    Handa Lab is developing software for lasers to automatically compare measurement values to dimension tolerances, enabling real-time detection of defective parts or processes.

Suppliers

The Company enters into purchase agreements with third-party suppliers to procure raw materials for the products it manufactures as it receives customer orders for both hardware products and software services. Production capacity is largely dependent upon individual orders received and composition of products demanded. These materials are subject to pricing volatility, supply availability and other restrictions and guidelines. In the event of a supply disruption or any other restriction, the Company believes that alternative suppliers could be utilized.

Marketing

Handa Lab’s marketing strategy largely relies on word of mouth from existing customers and product users. Outside of word of mouth marketing, the Company has identified key industries like manufacturing, healthcare, and logistics, where the Company’s services can solve specific pain points such as improving efficiency and reducing product defaults. A mix of direct sales, partnerships, and online platforms are used to reach enterprise clients, while marketing efforts focus on thought leadership through industry events, partnerships, and digital channels. Continuous feedback loops for product improvement help the company stay competitive and responsive to customer needs.

Customers

The Company manufactures and sells tailored software services and robots related to EVs, intelligent monitoring systems, and other bespoke requests. The Company generally conducts its business transaction in the following order: (i) a customer delivers an RFQ to ask a fee quote, (ii) the Company provides the corresponding RFQ to such customer, (iii) the Company and the customer enter into a PO, and (iv) the Company manufactures the software or products in accordance with the POs. Delivery time from order date to delivery of the requested product varies based on complexity.

The Company’s top three clients based on transaction value account for 78.93% of 2025 revenue. The Company continues to expand its customer base across the autonomous machinery and robotics automation sectors and provides comprehensive maintenance and technical support services. These activities have contributed to the development of strong, long-term customer relationships and recurring business opportunities.

Client Acquisition Process

During its client acquisition process, the Company typically obtains a substantial agreement in the form of RFQ with the prospective customer. Each RFQ typically takes one to six months to draft, negotiate and execute and is usually 10 pages or longer with detailed steps from scoping to testing to contract. The steps are typically broken down into:

1.      Scoping Customer Solution (one to three months):    this step includes identifying the scope of solution required by and to be provided to prospective customers.

2.      Proof of Concept and Benchmarking (three to six months):    this step includes testing and benchmarking of Handa Lab’s solution for prospective customers.

3.      Initial Deployment:    once proof of concept is completed and the prospective customer is satisfied, then Handa Lab and the prospective client will carry out the initial deployment.

The Company is currently in different stages of this process with numerous tier 1 robotics manufacturers in Korea.

Competition

The competitive market for AI and advanced robotics industry is highly dynamic and rapidly evolving, characterized by intense competition among both established technology giants and innovative startups. Major corporations like Google, Microsoft, Amazon, and IBM are investing heavily in AI research and cloud-based AI services, leveraging their extensive resources and data access. In the robotics sector, companies such as Boston Dynamics, ABB, and FANUC lead in developing advanced robotics solutions for manufacturing, logistics, and healthcare. The market is also saturated with startups focusing on niche applications like autonomous vehicles, drone technology, and specialized AI-driven robots. Barriers to entry include capital requirements, access to specialized talent, and navigating complex regulatory environments related to AI ethics and data privacy. The industry’s competitiveness is fueled by rapid technological advancements, frequent mergers and acquisitions, and a growing demand for AI and robotics solutions across various sectors, making it a fast-paced and challenging marketplace. Long term competitiveness relies significantly upon a Company’s ability to adapt to evolving market needs and technologies.

Intellectual Property

Handa Lab’s success and ability to compete depend substantially upon its core technology and intellectual property rights. The Company generally relies on patent, trademark and copyright laws, trade secret protection and confidentiality agreements to protect its intellectual property rights.

Handa Lab files patent applications in The Republic of Korea and, when appropriate, certain other countries for inventions that it considers significant. The Company holds six patents in the Republic of Korea. The Company also continues to acquire patents through acquisitions or direct prosecution efforts and engage in licensing transactions to secure the right to use third parties’ patents. Handa Lab’s patent rights and the products made and sold under its patents, taken as a whole, are a significant element of its business.

In addition to patents, Handa Lab also possesses other intellectual property, including trademarks, know-how, trade secrets, design rights, copyrights and internet domain rights. The Company controls access to and use of its software, technology and other proprietary information through internal and external controls, including contractual protections with employees, contractors, customers and partners. Its software is protected by the Republic of Korea and international copyright, patent and trade secret laws. Despite the Company’s efforts to protect its software, technology and other proprietary information, unauthorized parties may still copy or otherwise obtain and use its software, technology and other proprietary information. In addition, the Company has expanded, and expects to continue to expand, its international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries.

Companies in the industry in which Handa Lab operates frequently are sued or receive informal claims of patent infringement or infringement of other intellectual property rights. Handa Lab may receive such claims from companies, including from competitors and customers, some of which have substantially more resources and have

been developing relevant technology similar to Handa Lab’s. As, and if, it becomes more successful, Handa Lab believes that competitors will be more likely to try to develop products that are similar to its products and that may infringe on Handa Lab’s proprietary rights. It may also be more likely that competitors or other third parties will claim that Handa Lab’s products infringe their proprietary rights. Successful claims of infringement by a third-party, if any, could result in significant penalties or injunctions that could prevent the Company from selling some of its products in certain markets, result in settlements or judgments that require payment of significant royalties or damages or require the Company to expend time and money to develop non-infringing products. While the Company cannot assure that it does not currently infringe, or that it will not in the future infringe, upon any third-party patents or other proprietary rights, it can assure that it will not do so and has never done so intentionally.

Subsidiaries

The Company owns 60% of the total issued and outstanding shares of its subsidiary Handa Corporation. For the year ended December 31, 2025, there have been transactions where Handa Lab Co., Ltd purchased products and services from Handa Corporation, which are adjusted through consolidation adjustments. Additionally, there is an agreement between the Company and Handa Corporation whereby the Company provided Handa Corporation with the right to use the patent owned by the Company for the purpose of technology development collaboration. For more details on the relationships, please refer to the Information About Handa Lab — Certain Relationships & Related Party Transactions.

Human Capital Resources

The people of Handa Lab are the Company’s most valuable asset in fulfilling the Company’s mission. At the core of the Company’s success is the relentless pursuit to maintain and nurture the innovative culture that instills an environment where its employees feel motivated and empowered to deliver results through an unwavering commitment to doing what is right in a safe environment.

Employees

As of December 31, 2025, the Company has 12 total employees, of which, none are subject to any collective bargaining agreements. The Company has three registered directors and one non-registered director, all of which are fully dedicated to the Company.

Handa Lab offers employees fringe benefits such employment insurance, industrial accident compensation insurance, national pension, and health insurance. In addition, the Company offers personal leave of absence, family and sick leave, paid holidays and paid vacation.

Handa Lab also strives to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment. It provides training for its employees covering harassment, discrimination and unconscious bias. Its employees have multiple avenues available through which inappropriate behavior can be reported, and its policies require all reports of inappropriate behavior to be promptly investigated with appropriate action taken.

Properties

Handa Lab’s principal executive offices are located at #D3-201, 7-12 D-Bridge, 179, Daehak-ro, Yuseong-gu, Daejeon.

Real Property

Handa Lab does not own any real property.

Leases

Handa Lab is a lessee under operating leases for two real properties, including its manufacturing facility located at #1011, 76 (and two other lots), Jikji-daero 436-beon-gil, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, and the location of our principal executive offices, located at #D3-201, 7-12 D-Bridge, 179,