Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

The Merger

On November 6, 2024, Welsbach Technology Metals Acquisition Corp., a Delaware corporation ("WTMA"), entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), by and among WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of WTMA ("Merger Sub"), and Evolution Metals LLC, a Delaware limited liability company ("EM"), which amended and restated that certain Agreement and Plan of Merger, dated as of April 1, 2024.

Pursuant to the Merger Agreement, at the closing (the "Closing") of the transactions contemplated by the Merger Agreement (the "Business Combination"), Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA. In connection with the Closing, WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post-Closing entity is referred to as "New EM").

Merger Consideration

As consideration for the proposed merger, the holders of EM securities collectively shall be entitled to receive from WTMA, in the aggregate, a number of WTMA securities with an aggregate value equal to (a) for the Company Equityholder (as defined below), $5,103,541,123 of shares of New EM common stock, par value $0.0001 per share ("New EM Common Stock") and (b) for the Company Minority Equityholders (other than, a Delaware corporation to be formed in connection with the Business Combination that will be a wholly owned subsidiary of New EM following the Closing and will own a portion of the outstanding EM membership units ("US NewCo")), an aggregate of $829,313,592 of shares of New EM Common Stock, and an aggregate of $25,000,000 of cash, with each Company Minority Equityholder's portion of such consideration as set forth opposite such Company Minority Equityholder's name in Section 1.2 of the Company Disclosure Letter.

Representations and Warranties

The Merger Agreement contains customary representations and warranties by EM, on the one hand, and WTMA and Merger Sub, on the other hand. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.

Covenants of the Parties

Under the Merger Agreement, each party agrees to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, including covenants regarding the conduct of their respective businesses, efforts, access, confidentiality and public announcements, the WTMA proxy statement/prospectus relating to the special meeting of the WTMA stockholders to consider and vote on the Merger Agreement and the Business Combination and the issuance of the shares of New EM Common Stock as part of the consideration in the Business Combination, indemnification of directors and officers, and other customary covenants. The parties also have agreed to the following covenants:

●	Each party is subject to a "no-shop" obligation between signing of the Merger Agreement and the Closing and will not be allowed to solicit or discuss competing transactions with other potential parties during such time period.

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The New EM board of directors after the Closing will consist of five (5) directors, which shall initially include: (i) three (3) director nominees designated by EM and reasonably acceptable to WTMA; and (ii) two (2) director nominees mutually agreed by WTMA and EM. The two (2) director nominees mutually agreed by New EM and EM shall be the Company Equityholder, who shall serve as the Executive Chairman of the Board of Directors of New EM, and Dominik Oggenfuss. In the event that either of such persons is unwilling or unable to serve as directors of New EM for any reason, WTMA and EM shall mutually agree on a replacement for such person.

●

EM shall deliver to WTMA audited financial statements as of and for the periods ended June 30, 2024, which comply in all material respects with applicable accounting requirements and with rules and regulations of the Securities and Exchange Commission (the "SEC") (including in respect of Public Company Accounting Oversight Board standards and rules), the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to a registrant.

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