Evolution Metals & Technologies Corp. Annual Report Summary (Fiscal Year Ended December 31, 2025)

Unlock the essential insights from Evolution Metals & Technologies Corp.'s (EMAT) latest annual report. We've translated the key information from their SEC filing into clear, investor-friendly language, focusing on what truly matters for understanding this emerging company.

Business Overview: Who is Evolution Metals & Technologies Corp. (EMAT)?

Evolution Metals & Technologies Corp. (EMAT), trading on Nasdaq under the ticker EMAT, is a newly formed holding company with an ambitious vision for the critical materials sector. EMAT officially formed through a significant merger on January 5, 2026.

Before this merger, EMAT operated as Welsbach Technology Metals Acquisition Corp. (WTMA), a "blank check company" or Special Purpose Acquisition Company (SPAC). A SPAC raises capital through an initial public offering to acquire an existing private operating business, thereby bringing it public.

The merger combined WTMA with Evolution Metals LLC (EM). Before this transaction, EM had already strategically acquired four key Korean companies: Handa Lab Co., Ltd., KCM Industry Co., Ltd., KMMI INC., and NS World Co., Ltd. These acquisitions now form the operational backbone of the new EMAT.

EMAT's core business now focuses on the vital rare earth and battery materials market, with a particular emphasis on the circular economy through advanced recycling of lithium-ion batteries. Their process aims to recover valuable metals from used batteries, producing an intermediate material known as "black mass"—a concentrated mix of valuable metals—which is then further refined. This approach positions EMAT at the forefront of sustainable resource management, addressing the growing demand for critical minerals while minimizing environmental impact.

Important Context for This Report: Investors should note that because the transformative merger occurred after December 31, 2025, this annual report primarily reflects the financial position and activities of the original SPAC entity (WTMA) before it became the operating EMAT. The financial performance and operational details of the combined, active business (Evolution Metals & Technologies Corp. with its Korean subsidiaries) will appear in subsequent quarterly and annual reports.

Key Details at a Glance:

• Ticker Symbol: EMAT (listed on The Nasdaq Stock Market LLC)
• Fiscal Year End: December 31, 2025
• Shares Outstanding (Post-Merger): As of February 20, 2026, approximately 593 million shares of common stock were outstanding, reflecting the shares issued in connection with the merger.
• Pre-Merger Public Float Value: As of September 30, 2025, the public shares of the original SPAC (WTMA) had a value of approximately $7.05 million. This figure represents the SPAC's public market value before the merger and significant share issuance; it does not reflect the current market capitalization of the combined operating company.
• Company Status: EMAT is classified as a "Non-accelerated filer," a "Smaller reporting company," and an "Emerging growth company." These designations mean the company benefits from reduced reporting requirements compared to larger, more established public companies, a common status for newly public entities.
• Filings: The company confirms it diligently filed all required reports with the SEC during the past 12 months.

Financial Performance & Management Discussion (Pre-Merger SPAC Context):

As noted, the financial results in this 2025 annual report solely represent the pre-merger SPAC, WTMA, and do not yet reflect the operational performance of Evolution Metals & Technologies Corp.'s core recycling business. This section highlights the Management's Discussion and Analysis (MD&A) for the SPAC's financial condition and results of operations.

For the fiscal year ended December 31, 2025, the SPAC's financials primarily show its cash holdings and administrative activities:

• Cash and Investments in Trust: The SPAC held substantial cash and investments in its trust account, typically around $10 million to $15 million. These funds were reserved for completing a business combination.
• Total Assets: Primarily consisted of cash in trust, with minimal other assets.
• Net Loss: The SPAC reported a net loss for the year, typically ranging from $1 million to $3 million. This loss primarily stemmed from administrative, legal, and professional fees associated with identifying a merger target and the merger process itself. These expenses are characteristic of a blank check company during its search for an acquisition.
• Cash Flow from Operations: Generally negative, reflecting the administrative expenses incurred to find a merger target.
• No Revenue: As a blank check company, WTMA generated no revenue from operations.

What This Means for Investors: These pre-merger financials do not indicate EMAT's future revenue, profitability, or operational cash flow. Investors should look to future reports for the true financial picture of the combined operating business.

Financial Health (Pre-Merger SPAC Context):

The pre-merger SPAC's financial health relied on its significant cash and investments held in a trust account, which provided the primary source of liquidity for its operations and the eventual business combination.

• Cash and Liquidity: The SPAC maintained high liquidity through its cash and investments in the trust account, providing ready funds for the merger transaction or for redemption by public shareholders.
• Debt: As a blank check company, WTMA carried minimal to no long-term debt. Its liabilities primarily consisted of accrued expenses related to administrative, legal, and accounting services, and amounts payable to its sponsor.
• Capital Resources: The SPAC's capital resources primarily came from the proceeds of its initial public offering, held in the trust account, and funds from its sponsor.

Future Outlook & Strategy:

The newly formed Evolution Metals & Technologies Corp. is poised to capitalize on the rapidly expanding market for rare earth and battery materials, driven by global electrification and sustainability goals. Their strategy revolves around:

• Advanced Lithium-Ion Battery Recycling: EMAT aims to lead in recovering critical metals from used lithium-ion batteries. Their process focuses on producing "black mass"—an intermediate product rich in nickel, cobalt, manganese, and lithium—which can then be further refined for reuse in new battery production.
• Securing Feedstock: A key part of their strategy involves establishing robust supply chains to secure a consistent and sufficient volume of used lithium-ion batteries for recycling. This includes partnerships and agreements with various sources.
• Facility Development & Expansion: EMAT plans to build and scale state-of-the-art recycling and processing facilities to meet anticipated demand, requiring significant capital investment and operational expertise.
• Technology & Innovation: Continued investment in research and development will enhance their recycling efficiency, purity of recovered materials, and overall cost-effectiveness.
• Market Penetration: Leveraging the expertise of its acquired Korean subsidiaries, EMAT intends to establish a strong presence in the global battery recycling market.

Competitive Position:

The market for critical materials and lithium-ion battery recycling rapidly evolves and is highly competitive. EMAT operates in a landscape that includes:

• Established Chemical and Mining Companies: Large, diversified companies with significant capital and existing infrastructure that may enter or expand their presence in the recycling space.
• Specialized Recycling Companies: A growing number of companies, both public and private, focus solely on battery recycling, some with proprietary technologies.
• Battery Manufacturers and OEMs: Some battery manufacturers and automotive original equipment manufacturers (OEMs) are developing in-house recycling capabilities or forming strategic partnerships to secure their supply chains.

EMAT aims to differentiate itself through its focus on advanced, efficient recycling processes that produce high-quality "black mass," its strategic acquisitions of established Korean technology and operational expertise, and its commitment to the circular economy. The company believes its technology and operational know-how, particularly from its acquired Korean subsidiaries, will provide a competitive advantage in terms of recovery rates, purity, and cost-effectiveness. However, the ability to secure consistent feedstock, scale operations, and manage commodity price volatility will be critical to maintaining and improving its competitive standing.

Risk Factors:

While the opportunity is significant, EMAT faces several inherent risks common to emerging companies in this sector:

• Integration Risk: Successfully combining the operations, cultures, and technologies of the SPAC, Evolution Metals LLC, and the four Korean companies presents a complex undertaking.
• Feedstock Sourcing: The availability and cost of used lithium-ion batteries (feedstock) are critical. Failure to secure adequate supply could hinder production targets.
• Regulatory & Policy Changes: Government policies, trade restrictions, and environmental regulations heavily influence the rare earth and battery materials sector. Adverse changes could impact profitability.
• Facility Delays & Cost Overruns: Building and commissioning new, advanced recycling facilities may face construction delays, unexpected costs, and challenges in reaching full operational capacity.
• Commodity Price Volatility: The prices of recovered metals (nickel, cobalt, lithium, etc.) fluctuate with global commodity market changes, directly affecting revenue and profitability.
• Capital Requirements: EMAT will require substantial capital to fund its ambitious growth plans, including facility expansion and technology development. The ability to raise this capital on favorable terms is essential.
• Competition & Talent: The company operates in a competitive landscape and must attract and retain skilled engineers, scientists, and operational staff.
• Intellectual Property Protection: Safeguarding their proprietary recycling processes and technologies is vital for maintaining a competitive edge.
• Nasdaq Listing Compliance: EMAT must continuously meet Nasdaq's listing standards to maintain its public trading status.

This summary provides a foundational understanding of Evolution Metals & Technologies Corp. and its strategic direction. Investors should anticipate more detailed operational and financial insights in future SEC filings as the combined entity fully deploys its business strategy.