EMAT — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-22

• The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited Unaudited Condensed Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q (“Form 10-Q”) as of and for th…

• Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” “the Company”, “EMAT” and “EM&T” generally refer to Evolution Metals & Technologies Corp.

• EM&T (formerly known as Welsbach Technology Metals Acquisition Corp. (“WTMA”)) is a fully integrated critical materials and technology company focused on building a secure, reliable, and self-sustaining U.S.-aligned supply chain for critical minerals and materials (“CMM”), including rare earth eleme…

• To achieve this vision, EM&T acquired Four Entities (as defined below) critical to the CMM supply chain in order to combine initial capabilities believed to serve as the foundation for the Company’s growth — transforming raw materials into essential components for further manufacturing; recycling li…

• On January 5, 2026 (the “Closing Date”), following the approval at the special meeting of the shareholders of WTMA, held on September 2, 2025, WTMA Merger Subsidiary LLC, a Delaware limited liability company, and a wholly owned subsidiary of EM&T (the “Merger Sub”) consummated a merger (the “Merger”…

Text removed vs the prior filing · source: 10-Q · 2025-11-18

• References in this report to the “Company,” “Welsbach,” “our,” “us” or “we” refer to Welsbach Technology Metals Acquisition Corporation, a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Welsb…

• The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes related thereto contained elsewhere in this Quarterly Report. Certain information contained in the dis…

• All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plan…

• We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more target businesses. We intend to effectuate our business combination using cash from the proceeds of o…

• We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Text added vs the prior filing · source: 10-Q · 2026-05-22

• Based on the foregoing, our Certifying Officers concluded that 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&T’s manageme…

• There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the last fiscal quarter ended March 31, 2026, that have materially affected or are reasonably likely to materially affect our internal control over f…

Text removed vs the prior filing · source: 10-Q · 2025-11-18

• The Company has limited resources and personnel, which has resulted in certain matters involving internal control over financial reporting that we consider to be a material weakness under standards of the Public Company Accounting Oversight Board (“PCAOB”), specifically related to the classification…

• There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-05-22

• As a smaller reporting company, we are not required to disclose material changes to the risk factors that were contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) which was filed with the Securities and Exchange Commission on February 20, 2026.…

Text removed vs the prior filing · source: 10-Q · 2025-11-18

• As a smaller reporting company, we are not required to include risk factors in this Quarterly Report on Form 10-Q. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

• ●We are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target;

• ●We may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;

• ●Our expectations around the performance of a prospective target business or businesses may not be realized;

• ●We may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

Text added vs the prior filing · source: 10-Q · 2026-05-22

• (b) There have been no material changes to procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

• (c) None of our directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2026 (each as defined in Item 408 of Regulation S-K under the Exchange Act).

Text removed vs the prior filing · source: 10-Q · 2025-11-18

• (c) None of our directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the nine months ended September 30, 2025 (each as defined in Item 408 of Regulation S-K under the Exchange Act).