Evolution Metals (EMAT) says losses cast doubt it can stay in business

Rhea-AI Filing Summary

Evolution Metals & Technologies Corp. completed a Business Combination on January 5, 2026, in which EM LLC became the accounting acquirer in a reverse recapitalization of the former SPAC Welsbach Technology Metals Acquisition Corp. The company is building a midstream critical minerals and materials supply chain, anchored by four acquired Korean entities involved in battery recycling and advanced magnet materials.

For the six months ended June 30, 2026, EMAT generated $3.5 million in revenue, its first reported sales, but recorded a net loss of $452.2 million, driven largely by a $423.6 million loss from changes in the fair value of financial instruments and high selling, general and administrative expenses. Cash and cash equivalents were $5.3 million with a net working capital deficit of $78.8 million, and total stockholders’ deficit was $18.9 million despite recognizing $58.9 million of goodwill from acquisitions.

Management states that these losses, limited cash, and the working capital deficit raise substantial doubt about EMAT’s ability to continue as a going concern for at least twelve months. The company plans to pursue additional equity and debt financing while integrating its Korean operations and scaling production, but no new capital arrangements are described.

Positive

• None.

Negative

• Six-month net loss of $452.2 million, including a $423.6 million loss from fair value changes in financial instruments, indicates severe current-period financial pressure.
• Cash of $5.3 million versus a net working capital deficit of $78.8 million leaves the company in a highly constrained liquidity position.
• Management explicitly discloses substantial doubt about the company’s ability to continue as a going concern for at least twelve months.
• Total stockholders’ deficit of $18.9 million and total liabilities of $113.9 million reflect a highly leveraged balance sheet post-Business Combination.

Filing Explained

The filing shows a 621.8 million-share base alongside convertible obligations, including 2.3 million dollars already in maturity default.

As an unaudited quarterly report, this filing updates interim financial statements and liquidity disclosures. Its current structural facts are 621,790,646 common shares outstanding as of August 17, 2026, alongside convertible obligations that remain outstanding.

The disclosed share issuances include shares issued in the business combination, conversions of convertible preferred units, and settlements of share-allocation obligations. Those issuances establish the current ownership denominator; issuing additional shares reduces an existing holder’s percentage ownership absent offsetting changes.

Convertible debentures were reported on the balance sheet at quarter-end. Separately, $2.3 million of convertible promissory notes was reported as being in maturity default.

The maturity-defaulted notes and the convertible debentures are specific debt line items to follow in the next financial update, including any disclosed repayment, conversion, or other settlement.

Key Figures

Revenue (six months 2026): $3,515 thousand Net loss (six months 2026): $452,223 thousand Change in fair value of financial instruments: $423,556 thousand +5 more

8 metrics

Revenue (six months 2026) $3,515 thousand Six months ended June 30, 2026; no revenue in the comparable 2025 period

Net loss (six months 2026) $452,223 thousand Six months ended June 30, 2026, versus $58,887 thousand loss in 2025

Change in fair value of financial instruments $423,556 thousand Loss for six months ended June 30, 2026, recorded in other income (expense)

Cash and cash equivalents $5,254 thousand Balance as of June 30, 2026, down from $11,685 thousand at December 31, 2025

Net working capital deficit $78,800 thousand Deficit as of June 30, 2026, cited in going concern assessment

Total stockholders’ deficit $18,862 thousand EMAT stockholders’ deficit as of June 30, 2026

Goodwill $58,909 thousand Recorded on the balance sheet as of June 30, 2026, from acquisitions

Shares outstanding 621,800,646 shares Common stock issued and outstanding as of August 17, 2026

Key Terms

reverse recapitalization, variable interest entity, CPU Share Allocation Obligations, asset retirement obligation, +2 more

6 terms

reverse recapitalization financial

"the Business Combination was accounted for as a reverse recapitalization"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

variable interest entity financial

"to determine whether consolidation is required under either the voting interest entity or the variable interest entity"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

CPU Share Allocation Obligations financial

"CPU Share Allocation Obligation"

asset retirement obligation financial

"The Company has an asset retirement obligation arising from contractual requirements"

A liability recorded for the future cost to retire, dismantle or clean up a long-lived asset — for example removing an oil rig, closing a mine, or decommissioning a plant. Investors care because it reduces reported profit and ties up capital: companies must estimate and set aside money now for a known future expense, and changes to that estimate can swing earnings, debt ratios and the company’s cash needs much like setting aside savings to repair or return a rented property later.

emerging growth company regulatory

"The Company is an emerging growth company, as defined in the JOBS Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Business Combination financial

"resulting in EM LLC being a wholly owned subsidiary of WTMA (the “Merger” and collectively, the “Business Combination”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Earnings Snapshot

Revenue (six months): $3,515 thousand

three and six months ended June 30, 2026

Revenue (six months) $3,515 thousand Increased from $0 in the prior-year period as operations commenced.

Net loss (six months) $452,223 thousand Widened from $58,887 thousand loss in the prior-year period.

Operating loss (six months) $27,842 thousand Up from $5,702 thousand in the prior-year period due to higher SG&A.

FAQ

What were Evolution Metals & Technologies Corp. (EMAT) revenues and losses for the six months ended June 30, 2026?

EMAT reported $3.5 million in revenue and a net loss of $452.2 million for the six months ended June 30, 2026. The loss was driven largely by a $423.6 million loss from changes in fair value of financial instruments and high operating expenses.

What is EMAT’s liquidity position as of June 30, 2026?

As of June 30, 2026, EMAT held $5.3 million in cash and cash equivalents and had a net working capital deficit of $78.8 million. This combination, alongside continuing losses, led management to conclude there is substantial doubt about the company’s ability to continue as a going concern.

Does EMAT disclose going concern risks in its June 30, 2026 10-Q?

Yes. EMAT states that its $452.2 million net loss, $5.3 million cash balance, and $78.8 million working capital deficit raise substantial doubt about its ability to continue as a going concern for at least twelve months, absent successful capital-raising efforts.

What major corporate transaction did EMAT complete with the former SPAC WTMA?

On January 5, 2026, EMAT completed a Business Combination with Welsbach Technology Metals Acquisition Corp. in a reverse recapitalization. EM LLC became the accounting acquirer, and about 593.3 million shares of EMAT common stock were outstanding immediately after closing.

How did EMAT’s balance sheet change after acquiring the four Korean entities?

Post-acquisition, EMAT reported $95.1 million in total assets at June 30, 2026, including $58.9 million of goodwill and $6.3 million of intangible assets. Property, plant and equipment reached $7.3 million, reflecting investment in processing capabilities within the critical minerals supply chain.

What are EMAT’s key customer concentration risks as of June 30, 2026?

For the six months ended June 30, 2026, Customer A provided 42% of EMAT’s revenue ($1.5 million) and Customer B provided 19% ($0.7 million). These two customers represented 69% of accounts receivable, creating exposure if either reduces orders or delays payment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to               

Commission File Number: 001-41183

Evolution Metals & Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware		87-1006702
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4040 NE 2nd Ave, Suite 349
Miami, Florida 33137

(Address of principal executive offices) (Zip Code)

561-225-3205

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EMAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 17, 2026, the registrant had 621,800,646 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		1
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	21
Item 4.	Controls and Procedures.	21
PART II — OTHER INFORMATION		22
Item 1.	Legal Proceedings.	22
Item 1A.	Risk Factors.	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Mine Safety Disclosures.	22
Item 5.	Other Information.	22
Item 6.	Exhibits.	23
Signatures		24

i

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 Quarterly Report, such as statements regarding our 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 Quarterly Report. 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, our 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 our 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 our 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;

● our ability to raise capital and execute its growth strategy in a cost-effective manner;

ii

● expectations regarding our 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 our ability to invest in growth initiatives;

● our ability to attract and retain talented personnel;

● our ability to compete with companies that have significantly more resources;

● our ability to meet certain certification and compliance standards;

● our ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims;

● the potential characterization of us as an investment company subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

● the ability to maintain our listing on Nasdaq.

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 Quarterly Report whether as a result of new information, future events, changes in assumptions, or otherwise.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

iii

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	F-1
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025	F-2
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	F-3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity/(Deficit) for the three and six months ended June 30, 2026 and 2025	F-4
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025	F-6
Notes to the Unaudited Condensed Consolidated Financial Statements	F-7

1

EVOLUTION METALS & TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

in thousands, except share data		June 30, 2026 (Unaudited)				December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	5,254			$	11,685
Accounts receivable, net			2,218				—
Non-trade accounts receivable, net			1,848				1,493
Non-trade accounts receivable - related parties			796				—
Inventories, net			1,499				—
Prepaid expenses and other current assets			3,084				48
Total current assets			14,699				13,226
Property, plant and equipment, net			7,333				—
Intangible assets, net			6,347				—
Deferred transaction costs			—				9,265
Goodwill			58,909				—
Other noncurrent assets			7,796				—
TOTAL ASSETS		$	95,084			$	22,491
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	10,141			$	4,651
Accounts payable - related parties			78				—
Non-trade accounts payable			47,553				—
Non-trade accounts payable - related parties			461				—
Short term debt			2,625				—
Short term debt - related parties			1,659				484
Current portion of long-term debt			1,246				—
Convertible promissory notes			2,296				—
July investment agreement derivative			—				379,205
CPU Share Allocation Obligation			—				292,680
Accrued expenses and other current liabilities			27,408				339
Total current liabilities			93,467				677,359
Long term debt			2,309				—
Long term debt -related parties			16				—
Convertible debentures			17,395				—
Other noncurrent liabilities			749				—
Total Liabilities			113,936				677,359
Commitments and contingencies (Note 19)
Stockholders’ Deficit
Common stock $0.0001 par value, 1,500,000,000 shares authorized, 621,790,646 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025			62				45	*
Additional paid-in capital			1,113,050				(2,374	)
Convertible preferred units (Note 13 - Equity)			—				26,262
Accumulated deficit			(1,131,031	)			(678,807	)
Accumulated other comprehensive (loss) income			(942	)			6
Total stockholders’ deficit			(18,862	)			(654,868	)
Noncontrolling interest			10				—
Total deficit			(18,852	)			(654,868	)
Total liabilities and stockholders’ deficit		$	95,084			$	22,491

* Par value of common stock, additional paid-in capital and share data have been retroactively restated to give effect to reverse recapitalization that is discussed in Note 3

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

F-1

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended June 30,								Six Months Ended June 30,
in thousands, except share data		2026				2025				2026				2025
Revenues		$	1,636			$	—			$	3,515			$	—
Cost of sales			(1,751	)			—				(3,186	)			—
Gross (loss) profit			(115	)			—				329				—
Operating expense:
Selling, general and administrative			(12,072	)			(2,900	)			(28,171	)			(5,702	)
Operating loss			(12,187	)			(2,900	)			(27,842	)			(5,702	)
Other income (expense):
Interest (expense) income, net			(821	)			525				(1,526	)			1,019
Other (expense) income, net			(124	)			—				1,171				250
Provision for credit losses			—				(5,059	)			—				(5,529	)
Change in fair value of financial instruments			1,671				(33,457	)			(423,556	)			(48,925	)
Loss on foreign currency			(500	)			—				(521	)			—
Loss before income taxes			(11,961	)			(40,891	)			(452,274	)			(58,887	)
Income tax benefit			51				—				51				—
Net loss		$	(11,910	)		$	(40,891	)		$	(452,223	)		$	(58,887	)
Net loss per share attributable to common stockholders
Basic and diluted		$	(0.02	)		$	(0.09	)		$	(0.73	)		$	(0.13	)
Weighted average shares of common stock
Basic and diluted			621,762,506				454,712,290				617,779,981				454,712,290

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

		Three Months Ended June 30,								Six Months Ended June 30,
in thousands		2026				2025				2026				2025
Net loss		$	(11,910	)		$	(40,891	)		$	(452,223	)		$	(58,887	)
Other comprehensive (loss) income:
Foreign currency translation adjustments			(191	)			—				(1,241	)			—
Actuarial loss on defined severance benefits, net of tax			(23	)			—				(41	)			—
Change in fair value of convertible debentures attributed to credit risk			334				—				334				—
Total other comprehensive income (loss)			120				—				(948	)			—
Total comprehensive loss		$	(11,790	)		$	(40,891	)		$	(453,171	)		$	(58,887	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

		Convertible Preferred Units								Member Units, Voting								Common Stock								Additional Paid-in				Subscription				Accumulated				Members’				Total Stockholders’ Equity
in thousands, except share data		Units				Amount				Units				Amount				Units				Amount				Capital				Receivable				Deficit				Deficit				(Deficit)
Balance, December 31, 2024 (as previously reported)			35,230,021			$	9,587				1,000,000			$	—			$	—			$	—			$	306			$	—			$	(60,892	)		$	(50,999	)		$	—
Retroactive application of recapitalization			—				—				(1,000,000	)			—				454,712,290				45				(45	)			—				—				50,999				(50,999	)
Balance, December 31, 2024			35,230,021				9,587				—				—				454,712,290				45				261				—				(60,892	)			—				(50,999	)
Issuance of convertible preferred units			7,050,000				2,750				—				—				—				—				—				(1,500	)			—				—				1,250
Investor loan advances and deemed contributions			—				—				—				—				—				—				(853	)			—				—				—				(853	)
Net loss			—				—				—				—				—				—				—				—				(17,996	)		$	—				(17,996	)
Balance, March 31, 2025			42,280,021			$	12,337				—			$	—			$	454,712,290			$	45			$	(592	)		$	(1,500	)		$	(78,888	)		$	—			$	(68,598	)
Investor loan advances and deemed contributions			—				—				—				—				—				—				268				—				—				—				268
Subscription proceeds received			—				—				—				—				—				—				—				1,500				—				—				1,500
Net loss			—				—				—				—				—				—				—				—				(40,891	)			—				(40,891	)
Balance, June 30, 2025			42,280,021			$	12,337				—			$	—			$	454,712,290			$	45			$	(324	)		$	—			$	(119,779	)		$	—			$	(107,721	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

		Convertible Preferred Units								Common Stock								Additional Paid-in				Equity- classified CPU Share				Accumulated				Accumulated Other Comprehensive				Total EMAT Stockholders’ Equity				Noncontrolling				Total Stockholders’ Equity
in thousands, except share data		Units				Amount				Units				Amount				Capital				Allocation				Deficit				Income				(Deficit)				Interest				(Deficit)
Balance, December 31, 2025			59,671,021			$	26,262				454,712,290			$	45			$	(2,374	)		$	—			$	(678,807	)		$	6			$	(654,868	)		$	—			$	(654,868	)
Reverse recapitalization			—				—				4,876,199				—				(10,872	)			—				—				—				(10,872	)			—				(10,872	)
Noncontrolling interests resulting from the Business Combination			(17,391,000	)			(13,925	)			—				—				—				—				—				—				(13,925	)			13,925				—
Share issuance upon conversion of convertible preferred units			(42,280,021	)			(12,337	)			12,640,000				1				12,336				—				—				—				—				—				—
Share issuance upon settlement of the EM Share Obligations			—				—				118,046,178				13				885,334				—				—				—				885,347				—				885,347
Issuance of common stock for acquisitions			—				—				3,075,185				—				23,064				—				—				—				23,064				10				23,074
Investor loan advances and deemed contributions			—				—				—				—				1,111				—				—				—				1,111				—				1,111
Reclass of CPU Share Allocation Obligations to equity			—				—				—				—				—				186,766				—				—				186,766				—				186,766
Foreign currency translation adjustment			—				—				—				—				—				—				—				(1,050	)			(1,050	)			—				(1,050	)
Actuarial (loss) gain on defined severance benefits, net of tax			—				—				—				—				—				—				—				(18	)			(18	)			—				(18	)
Net loss			—				—				—				—				—				—				(440,314	)			—				(440,314	)			—				(440,314	)
Balance, March 31, 2026			—			$	—				593,349,852			$	59			$	908,599			$	186,766			$	(1,119,121	)		$	(1,062	)		$	(24,759	)		$	13,935			$	(10,824	)
Share issuance upon conversion of convertible preferred units held by noncontrolling interest			—				—				2,898,499				1				13,924				—				—				—				13,925				(13,925	)			—
Share issuance upon settlement of the EM Share Obligations			—				—				24,902,106				2				186,763				(186,766	)			—				—				(1	)			—				(1	)
Share issuance to advisors as consideration for services			—				—				640,189				—				3,445				—				—				—				3,445				—				3,445
Investor deemed contributions			—				—				—				—				318				—				—				—				318				—				318
Foreign currency translation adjustment			—				—				—				—				—				—				—				(191	)			(191	)			—				(191	)
Actuarial (loss) gain on defined severance benefits, net of tax			—				—				—				—				—				—				—				(23	)			(23	)			—				(23	)
Change in fair value of convertible debentures attributed to credit risk			—				—				—				—				—				—				—				334				334				—				334
Net loss			—				—				—				—				—				—				(11,910	)			—				(11,910	)			—				(11,910	)
Balance, June 30, 2026			—			$	—				621,790,646			$	62			$	1,113,050			$	—			$	(1,131,031	)		$	(942	)		$	(18,862	)		$	10			$	(18,852	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Six Months Ended June 30,
in thousands		2026				2025
Cash flows from operating activities
Net loss		$	(452,223	)		$	(58,887	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in provision for losses on valuation of inventories			197				—
Depreciation and amortization			541				—
Interest expense			1,603				—
Pension benefits provision			120				—
Gain on settlement of preexisting relationship			(1,152	)			—
Allowance for credit losses			—				5,529
Interest income			(77	)			—
Gain on foreign exchange translation			(147	)			—
Loss on foreign exchange translation			668				—
Change in fair value of CPU Share Allocation Obligations			190,487				(10,769	)
Change in fair value of July investment agreement derivatives			234,739				59,289
Investor expenses incurred on behalf of Company			2,837				1,910
Day one loss on CPU Share Allocation Obligations			—				404
Change in fair value of convertible debentures			(1,671	)			—
Share based compensation			1,947				—
Paid in kind – interest			—				(963	)
Non-cash others			(8	)			—
Changes in operating assets and liabilities, net of effects from acquisitions:
Trade accounts receivable			(629	)			—
Non-trade accounts receivable			(1,246	)			—
Prepaid expenses and other assets			(104	)			(75	)
Inventories			(425	)			—
Deferred transaction costs			9,265				—
Trade accounts payable			(1,628	)			(856	)
Non-trade accounts payable			2,007				—
Other liabilities			151				—
Accrued expenses and other current liabilities			(72	)			(44	)
Net cash used in operating activities			(14,818	)		$	(4,462	)
Cash flows from investing activities
Purchases of property, plant and equipment		$	(7,736	)		$	—
Payments for leasehold deposits			(24	)			—
Decrease in leasehold deposits			9				—
Issuance of notes receivable			(650	)			(761	)
Payment for acquisition of business			(350	)			—
Proceeds from notes receivable			7				200
Net cash acquired in Business Combination			1,379				—
Net cash used in investing activities		$	(7,365	)		$	(561	)
Cash flows from financing activities
Proceeds from short-term debt		$	1,737			$	—
Repayment of short-term debt			(1,404	)			—
Repayment of current portion of long-term debt			(559	)			—
Payment of lease liabilities			(38	)			—
Cash assumed in reverse recapitalization			13				—
Constructive disbursements to related party			(1,408	)			(2,495	)
Payments for appraisal rights			(936	)			—
Payment of short-term debt - Sponsor			(363	)			—
Proceeds from issuance of convertible debentures			19,400				—
Payment of deferred transaction costs			—				(533	)
Proceeds from issuance of convertible preferred units			—				7,050
Net cash provided by financing activities		$	16,443			$	4,022
Effect of exchange rate changes on cash and cash equivalents, and restricted cash			(691	)			—
Net decrease  in cash, cash equivalents and restricted cash			(5,741	)			(1,001	)
Cash and cash equivalents, and restricted cash, as of beginning of period			11,685				2,615
Cash and cash equivalents, and restricted cash, as of end of period		$	5,254			$	1,614
Supplemental cash flow information:
Taxes paid		$	—			$	—
Interest paid			(168	)			—
Supplemental disclosure of noncash investing and financing activities:
Acquisition of business, deferred consideration payable included in non-trade accounts payable		$	47,863			$	—
Acquisition of business, shares of common stock exchanged			23,064				—
Reverse recapitalization, net non-cash liabilities assumed and settlement of preexisting relationship			10,886				—
Reclassification of CPU Share Allocation Obligation from liability to equity			186,766				—
Issuance of common stock for settlement of July Investment Agreement Derivative liabilities			588,944				—
Issuance of common stock for settlement of CPU Share Allocation Obligations liabilities			296,402				—
Fair value of CPU Share Allocation Obligations issued in connection with issuance of certain convertible preferred units			—				4,704
Deferred transaction costs included within accounts payable and accrued expenses			—				3,462

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations

Evolution Metals & Technologies Corp. (formerly known as Welsbach Technology Metals Acquisition Corp. or “WTMA”), a Delaware corporation, and collectively with its subsidiaries (the “Company,” “EM&T,” or “New EM”) is developing a secure, reliable global supply chain for critical minerals and materials (“CMM”), leveraging advanced technologies and strategic consolidation of midstream and downstream manufacturers. The Company will support key industries, such as automotive and aerospace, while driving a sustainable future through efficient processing and the application of cutting edge autonomous and smart robotics. The Company has two direct wholly owned subsidiaries: NewCo Inc. (“NewCo”), incorporated in Delaware on January 5, 2026, and Evolution Metals LLC (“EM LLC”), incorporated in Delaware on February 9, 2024.

To achieve this vision, on January 5, 2026, EM LLC acquired a controlling equity interest in four separate Korean entities (collectively, the “Four Entities”). The Four Entities are 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 lithium batteries; producing materials that are essential feedstocks used in the production of advanced magnets, which include (a) bonded magnets that are vital components in various high-tech applications (including automotive, aerospace, and consumer electronics industries) and (b) sintered magnets that are crucial for high-performance applications (particularly in the defense and aerospace sectors where precision and durability are paramount); developing AI software and machines to drive automation, innovation, and efficiency to reduce labor costs, lower manufacturing reject rates, and automating the quality of control processes. For further discussion on EM LLC’s acquisition of the Four Entities and the related accounting, refer to Note 4 - Acquisitions.

WTMA Merger Agreement

On January 5, 2026 (the “Closing Date”), immediately following the acquisition of the Four Entities, WTMA, a special purpose acquisition company, consummated the business combination pursuant to the terms of the Agreement and Plan of Merger entered into on April 1, 2024 and as amended on November 6, 2024, November 11, 2024, February 10, 2025, March 31, 2025, June 11, 2025, July 21, 2025, and January 5, 2026 (collectively, the “Amended Merger Agreement”), by and among EM LLC, WTMA, WTMA Merger Subsidiary LLC, a Delaware limited liability company and direct wholly owned subsidiary of WTMA (“Merger Sub”), NewCo Inc. (“NewCo”), a Delaware limited liability company, and David Wilcox, as the sole stockholder of NewCo. Pursuant to the Amended Merger Agreement, Merger Sub merged with and into EM LLC, with EM LLC being the surviving corporation and resulting in EM LLC being a wholly owned subsidiary of WTMA (the “Merger” and collectively, with the other transactions contemplated by the Amended Merger Agreement, the “Business Combination”).

As discussed in Note 3 - Reverse Recapitalization, the Business Combination was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Business Combination are those of EM LLC. All information related to the common stock of EM LLC prior to the Closing Date and presented in the financial statements and notes thereto has been retroactively adjusted to reflect the exchange ratio established in the Amended Merger Agreement. For further discussion on the reverse recapitalization and the related accounting, refer to Note 3 - Reverse Recapitalization.

To facilitate the closing of the Business Combination, the Company entered into a short-term bridge loan with cash proceeds of $80.0 million with a stated, fixed interest rate per annum of 6.0% and a stated maturity date of five business days following the Closing Date. The bridge loan was repaid prior to the maturity date and the related interest expense incurred by the Company was de minimis.

Immediately following the Closing Date, EM&T operates as a holding company and owns 100% of EM LLC, which in turn owns 100% of Evolution Metals LLC (Korea) (“Korea DRE”). Korea DRE owns 100% of the Four Entities, KCM Industry Co., Ltd., KMMI Inc., Handa Lab Co., Ltd., and NS World Co., Ltd.

F-7

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Although WTMA was the legal acquirer, for accounting purposes the Business Combination is treated as a reverse recapitalization in accordance with U.S. GAAP, with EM LLC deemed to be the accounting acquirer and WTMA treated as the acquired company. Accordingly, the unaudited condensed consolidated financial statements of EM&T subsequent to the Closing Date will represent a continuation of the financial statements of EM LLC, with the net assets of WTMA recorded at historical cost. No goodwill or other intangible assets were recorded as a result of the transaction. All outstanding equity interests of EM LLC were converted into shares of EM&T common stock in accordance with the exchange ratio established in the Merger Agreement.

In connection with the closing of the Business Combination, WTMA changed its corporate name to Evolution Metals & Technologies Corp. and on January 6, 2026, the Company’s common stock began to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “EMAT”. As a result of the business combination, EM&T became a publicly traded operating company focused on midstream processing of critical materials, including precious metals, battery metals, magnets & rare earth elements, and its related products.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), expressed in U.S. dollars. References to GAAP issued by the FASB in these accompanying notes to the unaudited condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation and Variable Interest Entities: The accompanying unaudited condensed consolidated financial statements include the accounts of Evolution Metals & Technologies Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company evaluates all legal entities in which it holds an ownership or economic interest in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation, to determine whether consolidation is required under either the voting interest entity (“VOE”) model or the variable interest entity (“VIE”) model.

A legal entity is considered a VIE when, by design, (i) the entity lacks sufficient equity at risk to finance its activities without additional subordinated financial support, (ii) the holders of the equity investment at risk lack the characteristics of a controlling financial interest, or (iii) the equity holders do not possess substantive voting or participating rights.

The Company consolidates a VIE when it is determined to be the primary beneficiary of the entity. The primary beneficiary is the party that both (i) has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

The Company evaluates loans, advances, notes receivable, and other arrangements involving shareholders, affiliates, and related parties to determine whether such arrangements represent variable interests under ASC 810. In performing this assessment, management considers the substance of the arrangement, including contractual rights and obligations, governance rights, exposure to economic variability, and whether the Company has direct or indirect recourse to the assets, operations, or economics of the legal entity.

The application of ASC 810 requires management to exercise significant judgment in determining whether a legal entity is a VIE and whether the Company is the primary beneficiary of that entity. Such judgments include evaluating contractual arrangements, governance rights, related party relationships, and the nature of the Company’s economic interests. Changes in facts and circumstances could result in changes to the Company’s consolidation conclusions in future reporting periods.

F-8

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Liabilities Paid by Principal Shareholders: The Company complies with SEC Staff Accounting Bulletin Topic 5.T (“SAB Topic 5.T”), Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). Expenses paid by shareholders or related parties on behalf of the Company are recognized in the unaudited condensed consolidated financial statements when incurred if the Company receives the primary economic benefit of the expenditure, with a corresponding credit recognized within equity, as appropriate. See Note 17 - Related Party Transactions for additional detail regarding such arrangements.

Liquidity and Going Concern: Historically, the Company’s primary sources of liquidity have been cash flows from issuance of convertible preferred units. The Company reported a net loss of $(452.2) million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an aggregate cash balance of $5.3 million and a net working capital deficit of $78.8 million. These are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from issuance of these Unaudited condensed consolidated financial statements.

On January 5, 2026, the Company consummated the Business Combination and is now focused on executing its post-combination operating plan and capital formation strategy. The Business Combination did not include significant external financing at closing, see Note 4 - Acquisitions. The Company expects to require additional capital to support its operations and growth initiatives. Management is actively pursuing additional sources of capital, including equity and strategic financing arrangements.

Based on the Company’s current liquidity position and expected operating needs, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. The Company expects to address its liquidity requirements through the execution of its capital-raising plans and the continued development of its operating business.

The Company’s future capital requirements will depend on many factors, including the Company’s timing and extent of its research and the acquisition of processing facilities. In order to finance these opportunities and associated costs, the Company would need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through additional equity raises and debt financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its product development business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Emerging Growth Company: The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company consummated its initial public offering on December 30, 2021. Accordingly, the fifth anniversary of the Company’s initial public offering will occur on December 30, 2026. Based on the foregoing, the Company expects to remain an emerging growth company until at least December 30, 2026, unless it earlier ceases to qualify as an emerging growth company under the applicable provisions of the JOBS Act.

F-9

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Unaudited condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the Unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company’s most significant assumptions and estimates relate to the estimation of the provision for credit losses, the useful lives of property, plant and equipment, the change in fair value of financial instruments. These estimates are based on assumptions which management believes are reasonable. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates. In connection with business combinations, management is required to make significant estimates and assumptions to allocate the purchase consideration to the assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. These estimates include, among others, assumptions regarding projected future cash flows, discount rates, royalty rates, customer attrition, useful lives, replacement costs, market participant assumptions, and other valuation inputs used to determine the fair value of identifiable intangible assets, property, plant and equipment, and other acquired assets and assumed liabilities. Any excess of purchase consideration over the fair value of net assets acquired is recorded as goodwill. Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company’s accounting for business combinations may be preliminary during the measurement period, which may extend up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the assets acquired, liabilities assumed, identifiable intangible assets, goodwill, and related income tax effects if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. Income taxes also require significant judgment, including estimates related to the realizability of deferred tax assets, the measurement of deferred tax liabilities, the assessment of valuation allowances, the interpretation of tax laws and regulations, and the evaluation of uncertain tax positions. Changes in tax laws, statutory tax rates, future taxable income, valuation allowance assessments, tax planning strategies, or the outcome of tax audits and examinations could materially affect the Company’s income tax provision and related tax balances.

Foreign Currency Translation and Transactions: The Company’s reporting currency is the U.S. dollar. The functional currency of each entity in the group is the currency of the primary economic environment in which it operates. The functional currency of the Company’s Korean subsidiaries, KCM Industry Co., Ltd. (“KCM”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“NSW”), and Handa Lab Co., Ltd. (“Handa Lab”), is the Korean Won (“KRW”). Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction.

Assets and liabilities are translated using the exchange rate in effect as of the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect for the periods presented. The effects of translating these Unaudited condensed consolidated financial statements from functional currency to reporting currency are recorded in accumulated other comprehensive income as a component of stockholders’ equity (deficit).

Gains and losses resulting from transactions denominated in a currency other than the functional currency of the entity are included in other (expense) income, net in the Unaudited condensed consolidated statements of operations using the average exchange rates in effect during the period.

F-10

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment Information: ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Executive Chairman of the Board of Directors, David Wilcox, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM manages the business as a single operating and reportable segment. The CODM uses unaudited condensed consolidated financial statements to allocate resources and assess performance on a consolidated basis. Accordingly, all required financial segment information is presented on a consolidated basis. See Note 15 - Segments for further detail.

Cash and Cash Equivalents: The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Restricted cash consists of certain cash pledged as collateral for the use of the Company’s corporate credit card. Restricted cash with remaining restrictions of one year or less is classified as current on the balance sheets. The Company has presented restricted cash in cash and cash equivalents in the Condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, restricted cash included in cash and cash equivalents was de minimis.

Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts held with financial institutions, including U.S. and Korean financial institutions, and notes receivable. Cash accounts held with U.S. financial institutions may at times exceed the Federal Depository Insurance Corporation limit. Cash accounts held by the Company’s Korean subsidiaries may at times exceed the applicable deposit protection limits under Korean banking regulations. Effective September 1, 2025, the maximum deposit protection coverage in Korea was increased from KRW 50 million to KRW 100 million per depositor per covered financial institution. The amount over these insured limits as of June 30, 2026 and December 31, 2025 was $5.0 million and $11.4 million respectively. As of June 30, 2026 and December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant credit risk with respect to such accounts, based on the credit quality of the financial institutions at which the deposits are held.

The Company is subject to potential credit risk related to business, economic and financial market conditions that affect entities it has advanced amounts to which has been heightened as a result of recent economic and financial market conditions, including in connection with the uncertainties and challenges in the overall economy, including, among other things, inflationary pressure and increased interest rates. Certain entities that have received advances from the Company have experienced significant financial difficulties (including bankruptcy), and others may experience financial difficulties in the future. These difficulties expose the Company to increased risk related to collectability.

Concentration of Customer Risk: The concentration of customer risk arises when a significant portion of the Company’s revenue is generated from a small group of customers. Reduction of orders, delay of payments, or termination of contracts by these key customers could have a significant negative effect on the Company’s results of operations and cash flows. The Company’s revenue is historically derived from a small number of customers.

For the six months ended June 30, 2026, the customers accounting for 10% or more of total revenue are Customer A and Customer B, with revenues of $1.5 million (or 42% of total net revenue) and $0.7 million (or 19% of total net revenue), respectively.

As of June 30, 2026, the customers accounting for 10% or more of accounts receivable, net are Customer A and Customer B, with accounts receivables of $0.5 million (or 22% of total accounts receivable, net), and $1.0 million (or 47% of total accounts receivable, net), respectively.

F-11

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments: ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data.

Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.

An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following techniques noted in ASC 820:

● Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

● Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

● Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing, and excess earnings models).

The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The Company’s financial instruments with a carrying value that approximates fair value consist of cash and cash equivalents, prepaid expenses and other current assets, other noncurrent assets, accounts payable and accrued expenses and other current liabilities because of the short-term nature or expected settlement dates of these instruments. The Company’s financial instruments that are measured at fair value on a recurring basis are discussed in Note 11 - Fair Value Measurements.

Non-trade Accounts Receivable, net: Non-trade accounts receivable, net consists of secured and unsecured promissory notes with no conversion features and toll processing receivables and was accounted for as receivables in the scope of ASC 310, “Receivables” (“ASC 310”), which was initially recorded at present value and subsequently re-measured at amortized cost or, in the case of toll processing receivables, at the amount expected to be collected for toll processing services provided (see Note 5 - Non-trade Accounts Receivable and Payable). Non-trade accounts receivable, net is reported net of an allowance for credit losses of $9 million on the accompanying Condensed consolidated balance sheets.

Convertible Promissory Notes: Convertible promissory notes consist of convertible promissory notes that were issued by WTMA and were acquired by the Company as part of the Business Combination. The convertible promissory notes bear no interest and were to be repaid upon consummation of a Business Combination or, at the lender’s discretion, convertible into private units of the post-Business Combination entity at a price of $10.00 per unit. As of June 30, 2026, the outstanding balance of $2.3 million is in maturity default.

F-12

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Convertible Debentures: In accordance with ASC 825, “Financial Instruments” (“ASC 825”), the Company has elected the fair value option for recognition of its convertible debentures. The fair value option may be applied instrument by instrument, but it is irrevocable. Under the fair value option, the convertible debentures are recognized at fair value at each reporting date. The portion of the change in fair value attributable to changes in the Company’s own credit risk is recognized in the condensed consolidated statement of comprehensive loss, with the remaining change in fair value recognized in other income (expense) in the condensed consolidated statement of operations.

In connection with the issuance of the Convertible Debentures, the Company incurred $0.8 million of direct costs and fees. As a result of applying the fair value option, such costs and fees were recognized in general and administrative expense as incurred and were not deferred. With respect to the portion of the change in fair value recognized in other income (expense) in the condensed consolidated statement of operations, the Company elected not to separately present interest expense associated with the Convertible Debentures as a distinct line item. Accordingly, stated coupon interest is included within the change in fair value of the Convertible Debentures recognized in other income (expense). Refer to Note 9 - Debt, and Note 11- Fair Value Measurements, for further details.

Provision for Credit Losses: The Company recognizes a provision for credit losses on convertible notes receivable, notes receivable, and notes receivable — related party (collectively, the “Outstanding Receivables”) in an amount equal to the estimated probable losses net of recoveries. The Company currently monitors financial conditions of the companies it has Outstanding Receivables owed from on a continuing basis. After considering current economic conditions and financial stability of its Outstanding Receivables counterparties, a provision for credit losses is maintained in the consolidated balance sheets at a level which management believes is sufficient to cover all probable future credit losses as of the balance sheet date based on specific reserves and an expectation of future economic conditions that might impact collectability.

The Company also evaluates trade accounts receivable, including trade accounts receivable of its Korean subsidiaries, for expected credit losses in accordance with ASC 326, Financial Instruments — Credit Losses. The Company estimates the allowance for credit losses for trade accounts receivable primarily using an aging schedule, which categorizes receivables based on the number of days past due. Past due status is generally measured based on the number of days since the contractual payment due date. The Company considers historical collection experience, current customer-specific facts and circumstances, the aging of outstanding balances, current economic conditions, and reasonable and supportable forecasts, as applicable, in estimating expected credit losses.

Trade accounts receivable are generally evaluated on a collective basis when they share similar risk characteristics. The Company evaluates receivables individually when such receivables no longer share similar risk characteristics, including when balances are more than 90 days past due and exceed a specified amount, or when management becomes aware of customer-specific collectability concerns, including bankruptcy, financial distress, disputes, or other adverse information. Receivables are deemed uncollectible and written off against the allowance for credit losses after all reasonable collection efforts have been exhausted.

The Company classifies loans as non-accrual and recognizes income only to the extent cash is received when there is reasonable doubt about collectability of principal and interest. Management used judgment in reaching this determination for all Outstanding Receivables. When a loan is placed on non-accrual status, all previously accrued but uncollected interest is reversed or charged off as a provision for credit losses and the accrual of interest income is discontinued. If a payment is received when a loan is non-accrual, the payment is applied to the principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of June 30, 2026 and December 31, 2025, the convertible notes receivable were classified as non-accrual and were fully reserved.

Outstanding Receivables and trade accounts receivable are carried at amortized cost, net of provision for credit losses. Amortized cost approximated book value as of June 30, 2026 and December 31, 2025. After all reasonable attempts to collect a receivable have failed, the amount of the receivable is written off against the allowance.

F-13

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July Investment Agreement Derivative: Certain agreements the Company entered into either require the Company to issue or provide the Company the option to issue a variable number of shares of New EM common shares to certain investors and vendors. The Company applies ASC 480, “Distinguishing Liabilities and Equity” (“ASC 480”), ASC 815, and ASC 718, “Compensation — Stock Compensation” (“ASC 718”) in its evaluation of the terms of each agreement. Financial instruments that were identified in each agreement and:

● meet the criteria to be accounted for as a liability in accordance with ASC 480 were reported at fair value at issuance and were re-measured to fair value each reporting period with changes in the estimated fair value of the liability recognized as a non-cash gain or loss on the accompanying Unaudited consolidated statements of operations and comprehensive loss;

● do not meet the criteria to be accounted for as a liability in accordance with ASC 480 and do not meet the criteria to be accounted for as equity in accordance with ASC 815 are accounted for as a liability and were reported at fair value at issuance and were re-measured to fair value each reporting period with changes in the estimated fair value of the liability recognized as a non-cash gain or loss on the accompanying Unaudited consolidated statements of operations and comprehensive loss;

● meet the criteria of a liability-classified share-based payment transaction in accordance with ASC 718 were measured based on the fair value of the transaction on the date of grant and remeasured to fair value each reporting period until settlement or cancellation.

Agreements where multiple financial instruments are identified that would individually warrant separate accounting as a derivative instrument are bundled together as a single, compound embedded derivative that is bifurcated and accounted for separately from the host contract in accordance with ASC 815.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification.

Impairment of Long-Lived Assets: The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, “Impairment or Disposal of Long-Lived Assets” (“ASC 360-10”), which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. The Company did not record impairment losses during the periods presented in these unaudited condensed financial statements.

Business Combinations and Asset Acquisitions: The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore should be accounted for as a business combination, or if the transaction should be accounted for as an asset acquisition. Under ASC 805, “Business Combinations” (“ASC 805”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets. If the Company determines that the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, the Company further considers whether the acquisition includes, at a minimum, inputs and processes that have the ability to create outputs in the form of revenue. If the assets acquired meet this criteria, the transaction is accounted for as a business combination.

The Company accounts for acquisitions that qualify as asset acquisitions utilizing a cost accumulation model whereby the purchase price of the acquisition is allocated to the assets acquired on a relative fair value basis on the date of acquisition. Inputs used to determine such fair values are primarily based upon internally developed models, publicly-available information, a risk-adjusted discount rate and/or publicly-available data regarding transactions consummated by other market participants, as applicable.

F-14

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for business combinations under the acquisition method of accounting under ASC 805, whereby identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed, and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items.

Transaction-related costs related to asset acquisitions are capitalized as part of the cost basis of the acquired assets. Transaction-related expenses and restructuring costs that are deemed to be part of an acquisition of a business are expensed as incurred.

Deferred Transaction Costs: Commissions, legal fees and other costs that are direct and incremental costs directly related to the reverse capitalization transaction. The costs were capitalized as deferred transaction costs until the consummation of the transaction on January 5, 2026. The costs were expensed upon the closing of the transaction. As of June 30, 2026 and December 31, 2025, deferred transaction costs totaling $0 million and $9.3 million, respectively, were recorded on the accompanying Condensed consolidated balance sheets related to the reverse capitalization (see Note 4 - Acquisitions).

Share-Based Compensation: The Company accounts for share-based payment awards issued in exchange for goods or services in accordance with ASC 718, “Compensation—Stock Compensation.” Equity-classified share-based payment awards are measured at fair value on the grant date, with the related compensation cost recognized over the period in which the related goods are obtained or services are received. For fully vested, nonforfeitable awards granted for services to be provided in future periods, the Company initially records the fair value of the award as a prepaid asset and recognizes compensation expense as the related services are received.

For awards subject to service or performance conditions, compensation cost is recognized over the requisite service period when the applicable conditions are satisfied or, for performance conditions, when achievement is considered probable. The Company accounts for forfeitures as they occur. Modifications of share-based payment awards are evaluated under ASC 718 at the modification date, and incremental compensation cost, if any, is recognized based on the terms and circumstances of the modification. 

Net Loss Per Share: Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. In periods when the Company is in a net loss position, potentially dilutive securities are excluded from the computation of diluted net loss per share because their inclusion would have an anti-dilutive effect. Thus, basic net loss per share is the same as diluted net loss per share.

Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the potential dilutive effect of common stock equivalents on the average number of common shares outstanding during the period. As of June 30, 2026, the Convertible Debentures are evaluated for diluted net loss per share under the if-converted method. Because the Company reported a net loss for the three and six months ended June 30, 2026, the potential common shares issuable upon conversion of the Convertible Debentures were excluded from diluted net loss per share, as their inclusion would have been anti-dilutive. Accordingly, basic and diluted net loss per share are equivalent for the periods presented. As of December 31, 2025, there were no potentially dilutive securities issued and outstanding.

Income Taxes: The Company files income tax returns in the U.S. federal jurisdictions, various state jurisdictions, and Korea. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 requires a valuation allowance to be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. ASC 740 also prescribes a recognition threshold and measurement process for accounting for uncertain tax positions, as well as related matters such as derecognition, interest, penalties and disclosures. The Company’s accounting policy is to recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense.

Inventories, net: Inventories are stated at the lower of cost and net realizable value. The cost of inventories is determined by the weighted average method (for raw materials, finished goods and merchandise) and the specific identification method (for inventory in transit and work in process goods). The Company assesses the valuation of inventory and periodically writes down the value for estimated excess and obsolete inventory based upon assumptions about future demand and market conditions.

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.

F-15

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company evaluates whether it acts as principal or agent in its revenue transactions. If the Company controls the specified goods or services before they are transferred to the customer, the Company recognizes revenue on a gross basis. If the Company arranges for another party to transfer goods or services to a customer and does not control the specified goods or services before transfer, the Company recognizes revenue on a net basis. Certain arrangements in which the Company arranges for another party to transfer goods to a customer, does not maintain pricing discretion, and does not retain control over the underlying assets are accounted for on a net basis. In such arrangements, the Company does not retain the substantive risks and rewards associated with the underlying raw materials, and the counterparty retains control of the materials in a manner consistent with a tolling or agency arrangement. Accordingly, the Company recognizes only the net amount retained as revenue or other operating income, as applicable.

The Company engages in certain resale and tolling arrangements in which it purchases raw materials from specific counterparties, processes the materials, and resells the processed materials to the same counterparties. The Company evaluates these arrangements based on their substance, including whether the counterparty retains control of the inventory throughout the processing period. When the counterparty retains control of the inventory, the Company does not account for the arrangement as separate purchases and sales of inventory. Instead, the Company accounts for the arrangement as the provision of toll manufacturing or processing services to the counterparty. Under these arrangements, the Company’s performance obligation is the delivery of tolling or processing services, and the net transaction amount is recognized as revenue upon completion of the related services.

The Company also engages in certain repurchase transactions in which it sells raw materials to specific counterparties and repurchases the materials after processing. In these transactions, the Company has an obligation to repurchase the inventory and maintains control of the inventory throughout the processing period because the Company retains legal title to the inventory and bears inventory risk. The processing period is typically 15 to 60 days, and pricing is generally determined based on the counterparty’s processing costs. The Company accounts for these arrangements as the receipt of toll manufacturing or processing services rather than as distinct sales and purchases or product financing transactions. Accordingly, the net transaction amount is recognized as processing fees within cost of goods manufactured or cost of revenues, as applicable. Related amounts due from or due to counterparties under these arrangements are recorded as non-trade accounts receivable or non-trade accounts payable, as applicable.

Shipping and handling costs associated with outbound freight, after control over product has transferred to a customer, are accounted for as a fulfillment cost and are included in selling, general and administrative expenses as incurred.

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from sales.

The Company’s primary source of revenue is product and merchandise sales of 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 provides assurance type warranties on all of its products, which are not separate performance obligations and are outside the scope of Topic 606. There was no loss contingencies related to warranties recorded as of June 30, 2026 and December 31, 2025.

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

Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

F-16

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred.

Equipment Deposits and Advance Payments for Capital Equipment: Advance payments made to vendors for capital equipment that has not yet been received are recorded as equipment deposits or advance payments and are classified within other noncurrent assets in the Condensed consolidated balance sheets. Such amounts are not depreciated while classified as equipment deposits or advance payments. Upon receipt of the equipment, the related amounts are reclassified to construction in progress if the equipment requires further installation, assembly, testing, certification, or commissioning before it is ready for its intended use, or to property, plant and equipment if the equipment is ready for its intended use. Depreciation begins when the equipment is substantially complete and ready for its intended use.

Cash payments for capital equipment not yet received are classified as investing activities within purchases of property, plant and equipment in the unaudited Condensed consolidated statements of cash flows. As of June 30, 2026, the Company had made $7.3 million of such payments, which were recorded as equipment deposits within other noncurrent assets and will be reclassified to construction in progress or property, plant and equipment, as appropriate, upon receipt of the related equipment.

Asset Retirement Obligation: The Company has an asset retirement obligation (“ARO”) arising from contractual requirements associated with the retirement of an operating lease for land. This obligation requires the Company to restore the land to its original condition upon termination of the lease. The ARO liability was initially measured at fair value and is subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement cost is capitalized as part of the operating lease right-of-use asset and is amortized on a straight-line basis over the lease term. This amortization is included in the lease expense presented in the statements of operations. The ARO liability is presented within “Other non-current liabilities” in the accompanying balance sheets. The value of the ARO liability is de minimis.

Intangible Assets, Net: Intangible assets obtained through acquisitions are recorded at the estimated fair value as of the acquisition date. Amortization of intangible assets with finite useful lives is calculated using the straight-line method over the estimated useful lives of the assets. The Company evaluates finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized to the extent the carrying amount exceeds the estimated fair value of the asset group.

Goodwill: Goodwill represents the excess of purchase consideration transferred over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually on October 1^st of each year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or elects not to perform the qualitative assessment, the Company performs a quantitative impairment test. Under the quantitative impairment test, goodwill impairment is recognized to the extent that the carrying amount of the reporting unit exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit.

The Company determines the fair value of reporting units using market-based, income-based, or other valuation approaches, as appropriate. Significant assumptions used in impairment testing may include projected revenues, gross margins, operating expenses, capital expenditures, working capital requirements, discount rates, terminal growth rates, market multiples, and other market participant assumptions.

Government Grants: The Company receives grants from local government agencies and public institutions in relation to asset acquisition and research activity that are necessary for the Company’s business activities. Government grants are either deducted from the carrying amount of the related assets or recognized as income when there is reasonable assurance that the Company will comply with the relevant conditions and that the grant will be received. Government grants related to assets are presented in the Condensed consolidated balance sheets by deducting the grant from the carrying amount of the asset. If it is not related to the acquisition of an asset, it can be treated as a grant related to income. Government grants related to income are presented within other (expense) income, net in the Unaudited condensed consolidated statements of operations.

The Company has elected to apply an accounting policy by analogy to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, which is commonly accepted in practice under GAAP. The Company believes that this policy appropriately reflects the economic substance of the transactions and enhances comparability with other industry participants.

F-17

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Leases: The Company has entered into various operating and finance lease agreements for certain office spaces, transportation equipment and office equipment. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in the financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

The Company has lease agreements with lease and non-lease components, and elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component.

The Company also elected the short-term lease exception, except for real estate, and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, the Company factors in options to extend or terminate leases when it is reasonably certain that the Company will exercise that option.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

Lease expenses for operating leases are recognized on a straight-line basis over the lease term and classified as cost of sales or selling, general and administrative expenses depending on the nature of the leased asset. Depreciation expenses for finance lease assets are recognized over the lease term and classified as cost of sales or selling, general and administrative expenses depending on the nature of the leased asset. Interest expenses on finance lease liabilities are recognized as interest expenses in the Unaudited condensed consolidated statements of operations over the lease term.

Other Assets: Other assets (prepaid expenses and other current assets and other noncurrent assets) primarily consist of prepaid expenses, value added tax, income tax assets advance payments and leasehold deposits.

Cost of Goods Sold: Cost of goods sold primarily consists of direct material costs, direct labor costs, manufacturing overhead, subcontracting and processing costs, depreciation of manufacturing equipment, inventory write-downs, freight-in and other costs directly attributable to the production or acquisition of products sold. Manufacturing overhead includes indirect labor, utilities, facility costs, repair and maintenance costs, supplies, and other production-related costs.

For inventory manufactured by the Company, cost of goods sold is recognized when the related finished goods are sold and revenue is recognized. For merchandise or raw materials purchased for resale, cost of goods sold is recognized when control of the related goods is transferred to the customer. The Company includes in cost of goods sold normal production costs incurred to bring inventory to its existing condition and location.

The Company may also incur tolling, subcontracting, or third-party processing costs in connection with certain manufacturing or repurchase arrangements. When the Company retains control of the underlying inventory and obtains processing services from a counterparty, the related net processing fees are recognized as part of cost of goods sold or cost of goods manufactured, as applicable. When the Company provides tolling or processing services to a counterparty and the counterparty retains control of the underlying inventory, the Company recognizes the related costs incurred to provide such services as cost of goods sold or cost of services.

Abnormal costs, including abnormal waste, idle facility costs, excess spoilage, and other costs that do not contribute to bringing inventory to its intended condition and location, are expensed as incurred and are not capitalized into inventory. Cost of goods sold may also include lower of cost or net realizable value adjustments, inventory obsolescence charges, and write-offs of inventory when such amounts are identified.

Selling, General and Administrative Costs: Selling, general and administrative expenses primarily consist of employee-related costs, depreciation on buildings and equipment, amortization of right-of-use assets, professional fees, lease costs and utilities expense.

Defined Severance Benefits: The Company has a defined benefit pension plan covering KCM Industry Co., Ltd, KMMI Inc., and NS World Co., Ltd. employees upon their retirement in accordance with the Retirement Benefit Security Act of Korea. For executives, the retirement allowance is applied in accordance with the Company’s Articles of Incorporation. Eligible employees and executives with one or more years of service are entitled to severance payments upon termination of employment, based on their length of service and pay rate.

F-18

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes the net funded status of its pension plans in the Condensed consolidated balance sheets, measured as the difference between the projected benefit obligation and the fair value of plan assets, with corresponding changes recognized in Unaudited consolidated statements of operations and comprehensive loss. 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 loss. Actuarial gains and losses and prior service cost arising from plan amendments are initially recorded in other comprehensive income (“OCI”) and subsequently amortized into net loss in accordance with ASC 715.

The obligations are measured quarterly, 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. As of June 30, 2026, the Company had pension obligations of $1.6 million, consisting of current obligations of $0.9 million recorded in Accrued expenses and other current liabilities and noncurrent obligations of $0.7 million recorded in Other noncurrent liabilities. The Company did not have any pension obligations as of December 31, 2025.

The Company reviews actuarial assumptions and makes modifications to the assumptions based on current rates and trends when appropriate. The Company has adopted an amortization approach and the net cumulative gain or loss at the beginning of the period in excess of the corridor is amortized into net periodic benefit cost on a straight-line basis over the expected average remaining service period of the employees participating in the plan.

The Company recognizes the components of net periodic benefit cost for its defined severance benefits in net loss (generally within operating (expense) or other income (expense), as applicable). Actuarial gains and losses and prior service cost or credit arising from plan amendments are initially recognized in OCI and accumulated in accumulated other comprehensive income (“AOCI”). The Company has adopted an amortization approach and the net cumulative gain or loss at the beginning of the period in excess of the corridor is amortized into net periodic benefit cost on a straight-line basis over the expected average remaining service period of the employees participating in the plan.

Commitments and contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recent Accounting Pronouncements, not yet adopted:

ASU 2024-03, “Disaggregation of Income Statement Expenses (“DISE”)” (“ASU 2024-03”) requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X and S-K into the ASC. The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation S-X and S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. Early adoption is prohibited. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

ASU 2025-03, “Business Combination and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” (“ASU 2025-03”) provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting, especially when companies merge with a special-purpose acquisition company (“SPAC”). ASU 2025-03 requires entities to apply the same factors used for determining the accounting acquirer in other acquisition transactions. Essentially, it aims to make financial reporting more comparable and decision-useful for investors by ensuring that the accounting acquirer is appropriately identified in acquisitions of VIEs, particularly in SPAC transactions. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

F-19

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”) establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. The update aims to reduce diversity in practice and align US GAAP more closely with international standards by leveraging principles from International Accounting Standard 20 (IAS 20). ASU 2025-10 requires entities to recognize government grants only when it is probable that they will comply with the grant conditions and the grant will be received. ASU 2025-10 is effective for public business entities for annual reporting periods beginning after December 15, 2028, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”) clarifies the scope and applicability of interim reporting guidance and reorganize the disclosure requirements applicable to interim financial statements. The update provides a comprehensive list of interim disclosures required under US GAAP and establishes a principle requiring entities to disclose events and changes since the end of the last annual reporting period that have a material impact on the entity. The amendments do not change the underlying recognition or measurement requirements under US GAAP. ASU 2025-11 is effective for public business entities for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements and disclosures.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s Condensed consolidated balance sheets, Unaudited consolidated statements of operations and comprehensive loss and consolidated statements of cash flows.

Note 3 - Reverse Recapitalization

As described in Note 1 - Description of Organization and Business Operations, on January 5, 2026, the Company consummated the Business Combination contemplated by the Amended Merger Agreement. Pursuant to the Amended Merger Agreement, Merger Sub merged with and into EM LLC, with EM LLC being the surviving corporation and resulting in EM LLC being a wholly owned subsidiary of WTMA.

Although WTMA was the legal acquirer, for accounting purposes the Business Combination is treated as a reverse recapitalization in accordance with U.S. GAAP, with EM LLC deemed to be the accounting acquirer and WTMA treated as the acquired company. WTMA did not meet the definition of a business and had nominal assets, thereby meeting the definition of a public shell company. Accordingly, the accounting treatment is the equivalent of EM LLC issuing stock for the net assets of WTMA, accompanied by a recapitalization whereby neither goodwill nor intangible assets are recognized.

As a result of the Business Combination and upon the Closing Date:

(a) Each issued and outstanding common unit and convertible preferred unit of EM LLC outstanding immediately prior to the Merger was automatically cancelled and converted into the right to receive shares of New EM common stock in accordance with the applicable exchange ratio set forth in the Amended Merger Agreement. In addition, the assenting shareholders of KCM Industry Co., Ltd. (“KCM”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“NS World”), and Handa Lab Co., Ltd. (“Handa Lab” and, together with KCM, KMMI and NS World, the “Korean Companies”) received shares of New EM common stock in connection with the acquisition of the Korean Companies.

(b) In total, 588,473,653 shares of New EM common stock were issued to EM LLC unit holders and the assenting shareholders of the Korean Companies in connection with the Business Combination, consisting of (i) 475,962,290 shares issued in exchange for EM LLC common units, (ii) 109,436,178 shares issued in exchange for EM LLC convertible preferred units, and (iii) 3,075,185 shares issued to the assenting shareholders of the Korean Companies. The remaining 17,391,000 of EM LLC convertible preferred units converted into 2,898,499 New EM common shares ninety days after the Closing Date.

(c) Each WTMA Unit issued and outstanding as of immediately prior to the Closing Date was, to the extent not detached, automatically detached into the underlying stock of WTMA, par value $0.0001 per share (“WTMA Common Stock”), and one public right, and public units will no longer trade as separate securities;

F-20

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(d) Every ten (10) rights to acquire one-tenth of one share of WTMA Common Stock that were offered and sold by WTMA in its initial public offering and registered pursuant to the IPO registration statement (the “WTMA Rights”) were canceled and converted into one share of WTMA Common Stock free and clear of all liens (other than any restrictions on resale or other transfer under applicable securities laws and, in the case of Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and certain officers and directors of WTMA (“Sponsor Persons”), the Sponsor Support and Lock-up Agreement) and the holders of such WTMA Rights immediately prior to the Effective Time ceased to have any rights with respect to such WTMA Rights, except as provided by the terms and conditions of the Amended Merger Agreement or by law; and

(e) WTMA changed its name to “Evolution Metals & Technologies Corp.,” and each share of WTMA Common Stock outstanding immediately prior to the Business Combination that was not redeemed remained outstanding as a share of EM&T Common Stock.

The following table presents the share ownership of EM&T common stock immediately following the Business Combination:

		Common Shares
Common stock, outstanding prior to Merger			2,848,313
Less: redemption of WTMA shares			(427,871	)
WTMA Rights			772,768
New shares issued pursuant to WTMA extensions			1,597,784
Private placement rights and new board member			85,205
Total common stock from WTMA			4,876,199
Historical EM LLC Member Units (voting)(1)			395,186,066
Historical EM LLC Member Units (non-voting)(1)			62,601,409
EM LLC Convertible Preferred Units(2)			12,640,000
EM Share Obligations(3)			118,046,178
Total shares of common stock immediately after Closing Date			593,349,852

⁽¹⁾ The number of EM LLC Member Units was determined from the 100,000 and 900,000 outstanding units prior to the Business Combination, converted to their exchange basis of New EM common stock.

⁽²⁾ For further information, refer to Note 13 - Equity.

⁽³⁾ For further information, refer to Note 10 - Derivative Liabilities and Note 11 - Fair Value Measurements.

F-21

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the net liabilities acquired in the Merger, reconciling the activity located in the Unaudited condensed consolidated statements of changes in equity and Unaudited condensed consolidated statements of cash flows.

in thousands		January 5, 2026
Cash, net of redemptions		$	13
Prepaid expenses and other current assets			141
Accounts payable			(4,138	)
Short term debt - related parties			(549	)
Convertible promissory notes			(2,296	)
Accrued expenses and other current liabilities			(187	)
Net liabilities assumed			(7,016	)
Settlement of preexisting relationship			(3,856	)
Reverse recapitalization - net the merger			(10,872	)
Less: cash proceeds			(13	)
Non-cash financing - reverse recapitalization			(10,886	)

In connection with the Business Combination, the Company effectively settled a preexisting relationship with WTMA through its prior note receivable. As of December 31, 2025, $1.2 million was included in non-trade accounts receivable, net related to loans made to WTMA. As of the Closing Date, the loan receivable amount was $2.7 million. In connection with the settlement of the preexisting relationship, the Company recognized a gain of $1.2 million included in other (expense) income, net, due to the difference between the Company’s carrying value of the notes and the settlement amount recorded by WTMA.

Total transaction costs of $9.4 million were incurred in relation to the Merger through the Closing Date. Due to the fact that no meaningful cash proceeds were obtained through the Merger, the full amount of previously deferred transaction costs was recognized as expense within selling, general and administrative for the six months ended June 30, 2026.

Lock-up agreements

In connection with the Amended Merger Agreement, the Company entered into a Sponsor Support and Lock-Up Agreement with WTMA, the Sponsor and Sponsor Persons on November 6, 2024 and amended on February 10, 2025 WTMA (collectively, the “Amended Sponsor Support and Lock-Up Agreement”). Pursuant to the Amended Sponsor Support and Lock-Up Agreement, the Sponsor and Sponsor Persons agreed to, among other things, vote all of its shares of WTMA common stock (as defined within the Amended Sponsor Support and Lock-Up Agreement) in favor of the Amended Merger Agreement and the Business Combination. Also pursuant to the Amended Sponsor Support and Lock-Up Agreement, the Sponsor and Sponsor Persons agreed to certain customary lock-up restrictions on their ability to transfer their WTMA common stock and the shares of New EM common stock they received at closing of the Business Combination until the third anniversary of the close of the Business Combination.

In connection with the Amended Merger Agreement, the Company also entered into an EM Equityholder Support and Lock-Up Agreement with WTMA and the sole member of the Company on November 6, 2024 and amended on February 10, 2025 (collectively and as further supplemented, the “Amended EM Equityholder Lock-Up Agreement”). Pursuant to the Amended EM Equityholder Lock-Up Agreement, the sole voting member of the Company agreed to execute and deliver written consents with respect to the Company’s outstanding voting member units to adopt the Amended Merger Agreement and related transactions, approving the Business Combination. Also pursuant to the Amended EM Equityholder Lock-up Agreement, the holders of the member units of EM LLC agreed to certain customary lock-up restrictions on their ability to transfer their EM LLC common units and the shares of New EM common stock they received at closing of the Business Combination until the third anniversary of the close of the Business Combination.

On January 5, 2026, in connection with the Business Combination, the equity holders of the Four Entities and the Company’s holders of the Company’s member units entered into lock-up agreements under which they agreed to certain customary lock-up restrictions on their ability to transfer the shares of New EM common stock they received at closing of the Business Combination until up to the third anniversary of the close of the Business Combination. Similarly, on January 5, 2026, the Company’s convertible preferred units entered into lock-up agreements under which they agreed to certain customary lock-up restrictions on their ability to transfer the shares of New EM common stock they received at closing of the Business Combination until seven calendar days following the close of the Business Combination.

F-22

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Acquisitions

Acquisition of Korean Operating Companies

Concurrent with the reverse recapitalization, on January 5, 2026, in exchange for 6,461 non-voting membership units of EM LLC and $48.2 million of purchase consideration payable to dissenting shareholders, EM LLC acquired 100% of the voting equity interests in four Korean operating companies: Handa Lab Co., Ltd. (“Handa”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“NS World” or “NSW”), and KCM Industry Co., Ltd. (“KCM”) (collectively, the “Operating Companies”). The primary purpose for the acquisitions is to build a complete and integrated global supply chain focused on midstream processing of critical materials, including precious metals, battery metals, magnets & rare earth elements, and its related products. Descriptions of the Operating Companies are as follows:

- Handa specializes in the manufacturing and sale of intelligent monitoring systems, machine vision and laser testing systems, data gathering systems;

- KMMI focuses on the production of sintered magnets, using the NdPr alloy;

- NS World specializes in the production of bonded magnets, using NdPr alloy; and

- KCM specializes in the manufacturing and sale of neodymium-iron-boron (“NdFeb”) powder for NdFeb permanent magnets.

The following table summarizes the total consideration transferred for each acquisition:

in thousands		Handa				KMMI				NSW				KCM				Total
Equity		$	2,026			$	12,106			$	4,864			$	4,068			$	23,064
Purchase consideration payable to dissenting shareholders(1)			4,798				27,920				6,499				8,996				48,213
Settlement of preexisting relationship(2)			—				—				643				(643	)			—
Total estimated consideration		$	6,824			$	40,026			$	12,006			$	12,421			$	71,277

⁽¹⁾ The purchase consideration payable will be settled in Korean Won (KRW)

⁽²⁾ Represents the effective settlement of NSW’s existing accounts payable to KCM and KCM’s existing accounts receivable from NSW in connection with their concurrent acquisitions by EM LLC, which was determined based on the respective carrying values at the Closing Date.

EM LLC issued 6,461 non-voting membership units of EM LLC to assenting shareholders, which immediately converted into 3,075,185 shares of the Company’s common stock in connection with the Business Combination, with a total fair value of $23.1 million. The fair value of the equity consideration was determined based on the closing market price of the Company’s shares of common stock on the date of acquisition.

F-23

EVOLUTION METALS & TECHNOLOGIES CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed. The initial accounting for this business combination is incomplete as the Company is still in the process of finalizing the valuation of certain intangible assets, property, plant, and equipment, and liabilities assumed. Accordingly, the provisional amounts are subject to change, and any adjustments are expected to be completed within the one-year measurement period from the acquisition date.

in thousands		Handa				KMMI				NSW				KCM				Total
Cash and cash equivalents		$	457			$	125			$	701			$	95			$	1,378
Non-trade accounts receivable, net			18				70				930				17				1,035
Non-trade accounts receivable - related parties			—				—				—				—				—
Accounts receivable, net			70				—				1,527				—				1,597
Accounts receivable - related parties			—				—				—				—				—
Inventories, net			12				—				918				437				1,367
Prepaid expenses and other current assets			4				17				110				—				131
Property, plant and equipment, net			661				1,654				3,152				2,698				8,165
Intangible assets, net			4,540				290				1,470				450				6,750
Other noncurrent assets			43				221				51				6				321
Total assets acquired			5,805				2,377				8,859				3,703				20,744
Accounts payable			(54	)			(79	)			(1,273	)			(168	)			(1,574	)
Accounts payable - related parties			—				—				(869	)			—				(869	)
Short term debt			—				(1,121	)			(367	)			(303	)			(1,791	)
Short term debt - related parties			—				—				(2,165	)			(573	)			(2,738	)
Current portion of long-term debt			(7	)			(16	)			(137	)			(398	)			(558	)
Accrued expenses and other current liabilities			(67	)			(80	)			(1,025	)			(153	)			(1,325	)
Long term debt			(338	)			(525	)			(280	)			(1,920	)			(3,063	)
Other noncurrent liabilities			(153	)			(135	)			(369	)			(127	)			(784	)
Total liabilities assumed			(619	)			(1,956	)			(6,485	)			(3,642	)			(12,702	)
Net assets acquired			5,186				421				2,374				61				8,042
Goodwill			1,648				39,605				9,632				12,360				63,245
Noncontrolling interest			(10	)			—				—				—				(10	)
Total purchase price		$	6,824			$	40,026			$	12,006			$	12,421			$	71,277

Finite-lived intangible assets that are being amortized using the straight-line method over their estimated useful lives as of January 5, 2026 consist of the following:

in thousands		Handa				KMMI				NSW				KCM				Total				Weighted Average Useful Life (Years)
Developed technology		$	4,790			$	—			$	970			$	450			$	6,210				14.7
Existing customer relationships			—				290				500				—				790				12.8
Total intangible assets		$	4,790			$	290			$	1,470			$	450			$	7,000				14.5

During the three months ended June 30, 2026, the Company recorded a measurement period adjustment to its preliminary purchase price allocation related to additional information obtained regarding the fair value of acquired patent assets as of the acquisition date. As a result, acquired intangible assets increased by $0.3 million, with a corresponding decrease to goodwill.

Goodwill represents the excess of consideration transferred over the fair value of identifiable assets acquired and liabilities assumed and is primarily attributable to strategic synergies, future growth opportunities, the assembled workforce and other intangible assets that do not qualify for separate recognition.

F-24

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Valuation Methodologies

The fair values of assets acquired and liabilities assumed were determined in accordance with ASC 820, Fair Value Measurement, using market participant assumptions. The Company applied a combination of income, market and cost approaches, as appropriate, based on the nature of the respective assets acquired and liabilities assumed.

● Inventory was valued using methodologies that considered estimated selling prices, costs to complete, costs to dispose, holding costs and a reasonable profit allowance, as applicable.

● Property, plant and equipment were valued using cost or market approaches, as appropriate.

● Identifiable intangible assets consisted primarily of developed technology and customer relationships and represent Level 3 fair value measurements.

○ Developed technology was valued using either a cost approach or an income-based methodology, depending on the nature and stage of development of the underlying technology.

○ Customer relationships were valued using an income approach, specifically the with-and-without method, which estimates value based on the incremental cash flows attributable to existing customer relationships.

Acquisition-related costs 

During the three months ended June 30, 2026, and 2025, the Company incurred $0.0 million and $1.1 million, respectively, in acquisition-related costs for the Operating Companies. These are recorded in selling, general and administrative. During the six months ended June 30, 2026 and 2025 these costs were $0.0 million and $1.9 million, respectively.

Pro forma financial information

The following unaudited pro forma financial information presents the combined results of the Company and the Operating Companies as if the acquisitions of the Operating Companies had occurred on January 1, 2025. This pro forma information is for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the acquisitions been completed on that date, nor is it indicative of future results.

		Three Months Ended June 30, (Unaudited)								Six Months Ended June 30, (Unaudited)
in thousands		2026				2025				2026				2025
Pro Forma Revenue(1)		$	1,636			$	1,754			$	3,515			$	3,346
Pro Forma Net Loss			(11,910	)			(40,176	)			(452,223	)			(60,502	)

⁽¹⁾ Since the acquisition of the Operating Companies on January 5, 2026, the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026 include revenue of $1.7 million and net loss of $3.1 million and revenue of $3.5 million and net loss of $4.8 million, respectively.

These pro forma combined historical results were adjusted for: an increase in interest expense for liabilities incurred by the Company for deferred payments to dissenting shareholders, increased depreciation and amortization expense due to the fair value of fixed assets and intangible assets, and the reclassification of transaction expenses to the beginning of the respective pro forma period.

F-25

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Non-trade Accounts Receivable and Payable

Non-trade accounts receivable, net consisted of the following as of June 30, 2026 and December 31, 2025:

in thousands		June 30, 2026				December 31, 2025
Short term loan receivable		$	9,617			$	11,653
Short term loan receivable - related parties			361				—
Toll processing			870				—
Other receivables			361				—
Other receivables - related parties			436				—
Non-trade accounts receivable, gross			11,644			$	11,653
Less: Provision for credit losses			(9,000	)		$	(10,160	)
Non-trade accounts receivable, net of provision for credit losses		$	2,644			$	1,493

The change in short-term loan receivable was primarily due to the effective extinguishment of receivables in connection with the Business Combination.

The remaining amount of gross short-term loan receivable primarily relates to a fully reserved, $9.0 million note with a former acquisition target, Critical Mineral Recovery, Inc. (“CMR”). In September 2024, the Company entered into a Transactional Advance Agreement (“CMR Advance Agreement”) with CMR. Under the CMR Advance Agreement, the Company agreed to advance funds to CMR in connection with the contemplated acquisition. As of December 31, 2025, $9.0 million was outstanding under the CMR Advance Agreement. In light of the termination of the contemplated acquisition, effective in July 2025, the Company determined a full allowance for credit losses was necessary for the funds advanced under the CMR Advance Agreement, and this allowance remains in place as of June 30, 2026.

Non-trade Accounts Payable

Non-trade accounts payable consisted of the following as of June 30, 2026:

in thousands		June 30, 2026
Dissenting shareholder appraisal right liabilities		$	45,135
Toll processing			1,746
Other payables			672
Other payables - related party			461
Non-trade accounts payable		$	48,014

There were no non-trade accounts payable as of December 31, 2025, prior to the Business Combination.

During the three and six months ended June 30, 2026, the Company recognized $0.7 million and $1.3 million for interest expense for the purchase consideration payable related to the dissenting shareholder appraisal right liabilities, recorded in interest (expense) income, net, respectively. During the same periods, the Company repaid $0.9 million and $1.3 million, respectively, of the dissenting shareholder appraisal right liabilities.

F-26

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Inventories

As of June 30, 2026, inventories, net consisted of the following:

in thousands		June 30, 2026
Raw materials		$	118
Indirect materials			60
Inventory in transit			50
Work in process			758
Finished goods			447
Merchandise			186
Inventory reserve			(120	)
Total inventory, net of provision		$	1,499

There were no inventories, net as of December 31, 2025, prior to the Business Combination.

Note 7 - Property, Plant and Equipment, Net

Details of property, plant and equipment, net as of June 30, 2026, consisted of the following:

in thousands		Useful Lives		June 30, 2026
Land		n/a		$	2,889
Buildings, structures and related equipment		20 to 40			2,152
Machinery and equipment		5 to 11			1,580
Vehicles		5 to 7			234
Furniture and fixtures		5 to 11			279
Construction in progress		n/a			148
Tools and office equipment		5 to 11			300
Property, plant, and equipment, gross					7,582
Less: accumulated depreciation					(249	)
Property, plant, and equipment, net				$	7,333

Total depreciation for the three and six months ended June 30, 2026 was $0.2 million and $0.3 million, respectively. There was no property, plant and equipment, net at December 31, 2025, prior to the Business Combination.

As of June 30, 2026, the details of property, plant and equipment, net pledged as collateral is as follows:

in thousands		Net Carrying Value				Pledged Amount				Creditor
Land, buildings, machinery and equipment		$	3,030			$	3,974			Industrial Bank of Korea
Land and buildings			1,168				224			Hana Bank

F-27

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Goodwill and Intangible Assets

The changes in the carrying value of goodwill were as follows:

in thousands		Total
Balance as of December 31, 2025		$	—
Acquisitions			63,245
Measurement period adjustment			—
Foreign currency translation			(3,184	)
Balance as of March 31, 2026		$	60,061
Acquisitions			—
Measurement period adjustment			250
Foreign currency translation			(1,401	)
Balance as of June 30, 2026		$	58,909

There was no accumulated goodwill impairment as of June 30, 2026.

Identifiable intangible assets as of June 30, 2026 consisted of the following:

		Weighted Average
in thousands		Amortization Period		June 30, 2026
Cost:
Developed technology		15 years		$	5,810
Customer relationships		13 years			739
Software		5 years			23
Total intangible assets					6,572
Accumulated amortization:
Developed technology					(187	)
Customer relationships					(30	)
Software					(8	)
Total accumulated amortization					(225	)
Total intangible assets, net				$	6,347

Total amortization for the three and six months ended June 30, 2026, was $0.1 million and $0.2 million, respectively. The estimated future amortization expense for the remainder of the current fiscal year is $0.4 million. Over the next five years, the Company expects to recognize annual amortization of $0.5 million in each year.

There were no identifiable intangible assets as of December 31, 2025, prior to the Business Combination.

Note 9 - Debt

Convertible Promissory Notes

Prior to the consummation of the Business Combination, WTMA issued certain convertible promissory notes to the Sponsor to fund amounts required in connection with extensions of the deadline to consummate its initial business combination. On September 30, 2022 and December 30, 2022, WTMA issued two promissory notes, each in the principal amount of $0.8 million, to the Sponsor. On March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, WTMA issued six additional promissory notes to the Sponsor, each in the principal amount of $0.1 million. Collectively, these promissory notes are referred to as the “Convertible Promissory Notes.”

F-28

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Convertible Promissory Notes are non-interest bearing and unsecured. Prior to the Business Combination, the Convertible Promissory Notes were payable upon the earlier of (i) the consummation of WTMA’s initial business combination, out of the proceeds of the trust account released to WTMA, or (ii) at the Sponsor’s discretion, conversion, in whole or in part, upon consummation of the initial business combination into additional private units at a price of $10.00 per unit.

In connection with the Business Combination, the Company assumed the obligations under the Convertible Promissory Notes. The Convertible Promissory Notes were not converted in connection with the Business Combination and remain outstanding as of June 30, 2026. No principal or interest payments have been made under the Convertible Promissory Notes. Because the Convertible Promissory Notes became due upon consummation of the Business Combination and the outstanding principal amounts were not repaid at that time, the Convertible Promissory Notes were in payment default as of June 30, 2026.

The conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the note did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480. In this case, the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement. The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement. Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1.

No principal or interest payments have been made under the Convertible Promissory Notes. As of June 30, 2026, $2.3 million was outstanding under the Convertible Promissory Notes and were reported as convertible promissory notes in the accompanying condensed consolidated balance sheets. There were no Convertible Promissory Notes outstanding as of December 31, 2025.

Convertible Debentures

On May 7, 2026, the Company entered into a Securities Purchase Agreement with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to Yorkville convertible debentures in an aggregate principal amount of up to $100.0 million (the “Convertible Debentures”). The convertible debentures are convertible into shares of the Company’s common stock, par value $0.0001 per share. The Company issued the first convertible debenture in the principal amount of $20.0 million on May 7, 2026. A second convertible debenture in the principal amount of $5,775,000 was issued upon effectiveness of a resale registration statement on Form S-1 on July 10, 2026, and up to an additional $74.2 million in convertible debentures may be purchased in subsequent tranches from time to time upon the mutual agreement of the Company and Yorkville. Each convertible debenture will have a purchase price equal to 97% of its principal amount.

The convertible debentures are convertible at a conversion price equal to the lower of $12.09 per share or 95% of the lowest daily volume-weighted average price of the Company’s common stock during the five consecutive trading days immediately preceding the conversion date, which variable price shall not be lower than a floor price of $1.86 per share, subject to certain limitations, including Nasdaq exchange cap limitations and a 4.99% beneficial ownership limitation. The first convertible debenture bears interest at an annual rate of 5.0%, which increases to 18.0% upon the occurrence and continuation of an event of default, and matures on November 7, 2027, subject to extension at Yorkville’s option.

The Company will not be required to make monthly cash payments under the convertible debentures unless an amortization event occurs, as defined in the debenture agreement, which is generally tied to the Company’s stock price, exchange cap availability, or its ability to maintain an effective resale registration statement. Upon an amortization event, the Company will be required to make monthly cash payments equal to one-fifth of the original principal amount, or the outstanding principal amount if lower, plus a 5% payment premium and all accrued and unpaid interest. The Company also has the option, but not the obligation, to redeem the convertible debentures early in cash, subject to certain conditions, including a 10-trading-day notice period during which Yorkville may elect to convert in lieu of redemption. Upon an event of default, amounts outstanding under the convertible debentures may become immediately due and payable, in some cases automatically and in others at Yorkville’s election.

F-29

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Securities Purchase Agreement includes customary registration rights, investor protections, and provisions governing trading activity, including limitations on short selling, as well as restrictions on the Company’s ability to incur additional indebtedness or liens without Yorkville’s consent, subject to customary exceptions. In connection with the Securities Purchase Agreement, certain of the Company’s subsidiaries entered into a Global Guaranty Agreement in favor of Yorkville, pursuant to which such subsidiaries jointly and severally, fully and unconditionally guarantee the Company’s obligations under the Securities Purchase Agreement and the Convertible Debentures. The Company intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and development initiatives.

The Company elected the fair value option to account for the Convertible Debentures. See Note 2 - Summary of Significant Accounting Policies, for the Company’s accounting policy for instruments for which the fair value option has been elected, and Note 11 - Fair Value Measurements, for the fair value of the Convertible Debentures and related disclosures.

The fair value of outstanding convertible debentures was $17.4 million as of June 30, 2026 and are reflected as Convertible debentures on the unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, accrued coupon interest on the Convertible Debentures was $147,945. Because the Company elected the fair value option for the Convertible Debentures, the accrued coupon interest is incorporated into the fair value measurement of the Convertible Debentures and is not presented separately as accrued interest on the unaudited Condensed Consolidated Balance Sheets or as interest expense in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. There were no convertible debentures outstanding as of December 31, 2025.

Short Term Debt

Details of carrying amounts of short-term debt as of June 30, 2026 are as follows (in thousands):

Related Party

Maturity		Interest Rate				Borrowing Limit				June 30, 2026				December 31, 2025
July 2026			4.60	%		$	32			$	32			$	—
August 2026			4.60	%			262				262				484
September 2026			4.60	%			184				164				—
November 2026			4.60% - 6.00%				169				130				—
December 2026			4.60% - 6.00%				221				221				—
May 2027			6.00	%			292				292				—
June 2026			4.60% - 6.00%				190				190				—
No fixed maturity			0.00% - 4.60%				411				368				—
Total										$	1,659			$	484

F-30

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Others

						in thousands
Maturity		Interest Rate				Borrowing Limit				June 30, 2026(1)				December 31, 2025
July 2026			4.60	%			39				39				—
August 2026			4.52% - 6.09%				843				844				—
October 2026			9.50	%			227				230				—
November 2026			5.44% - 6.92%				339				344				—
March 2027			6.22	%			175				175				—
April 2027			5.26	%			130				130				—
May 2027			4.89% - 6.46%				431				418				—
June 2027			5.21	%			259				259				—
Overdue maturities			—%				186				186				—
Total										$	2,625			$	—

⁽¹⁾ The amounts in the above table reflects the fair value as a result of the purchase price allocation valuation at closing of the acquisition of the Korean Companies.

In May and June 2026, NS World extended four existing IBK loan facilities totaling KRW 1.4 billion. Three facilities totaling KRW 644 million were extended on May 22, 2026 and one facility totaling KRW 400 million was extended on June 5, 2026, with maturities extended through May and June 2027, respectively.

Long Term Debt

Details of carrying amounts of long-term debt as of June 30, 2026 are as follows:

								in thousands
Description		Maturity		Interest Rate				Borrowing Limit				June 30, 2026
Operating Funds Loan		October 2026 - February 2028			2.87% - 12.00%			$	389			$	209
Individual Cash Loan		January 2027			1.00%			$	550			$	549
Working Capital Loans		February 2027 - May 2029			1.43% - 4.52%			$	636			$	421
Facility Loans		May 2027 - April 2033			1.50% - 9.50%			$	2,630			$	2,376
Long-Term Related Party		September 2028			—%			$	16			$	16
Total Long Term Debt													3,571
Less: current portion of long-term debt												$	(1,247	)
Long-term debt, net of current portion												$	2,325

The Company did not have long-term debt as of December 31, 2025.

Future principal payments for long-term debt as of June 30, 2026 are as follows:

in thousands		Long Term Debt
Less than 1 year		$	1,269
Between 1 - 2 years			814
Between 2 - 5 years			1,221
Over 5 years			254
Plus imputed interest			15
Total Long Term Debt		$	3,572

F-31

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 - Derivative Liabilities

July Investment Agreement Derivative

The single, compound embedded derivative relating to the financial instruments provided pursuant to the July 2024 investment agreement with a prior holder of the Company’s convertible preferred units (the “July Investment Agreement Derivative”) was remeasured at fair value on a recurring basis until the Business Combination. As of December 31, 2025, the fair value was $379.2 million.

As of the Closing Date, the uncertainty was removed regarding the variable number of common shares to be issued and the $25.0 million cash obligation. Therefore, the Company concluded that the July Investment Agreement Derivative should no longer be accounted for as a derivative. As of June 30, 2026, the amount recognized for the July Investment Agreement Derivative was $0 in the Condensed consolidated balance sheets; however, the $25.0 million cash obligation was recorded to accrued expenses and other current liabilities. Refer to Note 11 - Fair Value Measurements for further information regarding the rollforward of activity recognized in the period.

Convertible Preferred Unit Issuance

Certain convertible preferred unit issuances (see Note 13 - Equity) provided investors with additional share allocation issuance equal to a pro rata percentage of 1.0% of the Company’s fully diluted ownership in New EM at closing of the Business Combination equal to the percentage of the investor’s investment into the Company’s convertible preferred units the investors purchase divided by either (a) $2.0 million or (ii) $4.0 million, as determined by the terms of each investor’s convertible preferred unit agreement.

The additional share allocation issuances were collectively referred to as the “CPU Share Allocation Obligations” (and together with the July Investment Agreement Derivative, the “EM Share Obligations”) and calculated on one of the above methods based on the terms of the investor’s specific convertible preferred unit agreement. The additional share allocation was provided to certain investors as an incentive to make additional future investments into the Company’s convertible preferred units. The CPU Share Allocation Obligations were remeasured at fair value on a recurring basis until the Business Combination. As of December 31, 2025, the fair value was $292.7 million.

As of the Closing Date, the uncertainty was removed regarding the variable number of common shares to be issued. Therefore, the Company concluded that the CPU Share Allocation Obligations should no longer be accounted for as a derivative and was reclassified to equity. As of June 30, 2026, the amount recognized for the CPU Share Allocation Obligations was $0.00 in the Condensed consolidated balance sheets. Refer to Note 11 - Fair Value Measurements for further information regarding the rollforward of activity recognized in the period.

Note 11 - Fair Value Measurements

The following table presents assets and liabilities measured at fair value by classification within the fair value hierarchy:

		June 30, 2026
in thousands		Level I				Level II				Level III
Assets:
Money Market Funds		$	1,675			$	—			$	—
Liabilities:
Convertible Debentures		$	—			$	—			$	17,395

F-32

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		December 31, 2025
in thousands		Level I				Level II				Level III
Assets:
Money Market Funds		$	11,671			$	—			$	—
Liabilities:
July Investment Agreement Derivative		$	—			$	—			$	379,205
CPU Share Allocation Obligation		$	—			$	—			$	292,680

The availability of observable inputs can vary depending on the financial asset and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires additional judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level III. The variability and availability of the observable inputs affected by the factors described above may cause transfers between Levels I, II, and III, as discussed further below.

Transfers to and from Level I, II and III are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the six months ended June 30, 2026, certain amounts from the July Investment Agreement Derivative and the CPU Share Allocation Obligation were reclassified out of Level III on the Closing Date. There were no transfers into or out of Level III during the three months ended June 30, 2026. No transfers into or out of Level III occurred with respect to the Convertible Debentures during the three and six months ended June 30, 2026.

Reconciliation of Fair Value Measurements Categorized within Level III

The following table provides a reconciliation of the beginning and ending balance associated with the liabilities measured at Level III fair value using significant unobservable inputs for the six months ended June 30, 2026: 

Derivative Liabilities

in thousands		July Investment Agreement Derivative				CPU Share Allocation Obligation
Balance, December 31, 2025		$	379,205			$	292,680
Change in fair value			234,739				190,488
Settlements (equity-based)			(588,944	)			(296,403	)
Reclassification out of Level III			(25,000	)			(186,766	)
Balance, June 30, 2026		$	—			$	—

In settlement of certain obligations to issue shares under the July Investment Agreement and the CPU Share Allocation Obligation, during the six months ended June 30, 2026, the Company issued 78,525,847 common shares and 39,520,335 common shares, respectively. The settlements were valued using the Company’s closing share price as of the Closing Date.

Additionally, during the six months ended June 30, 2026, $25.0 million of the July Investment Agreement Derivative payable to the Anchor Investor was reclassified out of Level III as a result of the completion of the Business Combination, removing the uncertainty related to the liability. As of June 30, 2026, $25.0 million is included in accrued expenses and other current liabilities.

F-33

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Separately, $186.8 million related to the CPU Share Allocation Obligation was reclassified out of Level III and recognized as equity-classified CPU share allocation. This reclassification was due to the number of shares issuable under the CPU Share Allocation Obligation becoming fixed upon the Closing Date, and was valued using the Company’s closing share price as of the Closing Date. For further information, refer to Note 13 - Equity.

No further settlement or reclassification activity occurred with respect to the Derivative Liabilities during the three months ended June 30, 2026.

Convertible Debentures

in thousands		Convertible Debentures
Balance, December 31, 2025		$	—
Issuance			19,400
Change in fair value			(1,671	)
Change in fair value - credit risk			(334	)
Balance, June 30, 2026		$	17,395

The Convertible Debentures were not outstanding as of December 31, 2025. On May 7, 2026, the Company issued a Convertible Debenture with an aggregate principal amount of $20.0 million, for which the Company elected the fair value option. The Company elected the fair value option because management believes measuring the Convertible Debenture in its entirety at fair value provides a more relevant representation of the economic characteristics of the instrument, including its variable conversion feature and other market-sensitive terms, while simplifying the accounting for the instrument as a whole. The Company received net proceeds of $19.4 million, reflecting a purchase price equal to 97% of the principal amount pursuant to the terms of the Securities Purchase Agreement.

As of June 30, 2026, the fair value of the outstanding Convertible Debentures was $17.4 million, compared to an aggregate unpaid principal balance of $20.0 million. Since issuance, the fair value of the Convertible Debentures decreased by approximately $2.0 million, of which $1.7 million was attributable to changes in the Company’s stock price and other Monte Carlo simulation inputs and was recognized in the condensed consolidated statements of operations, and $0.3 million was attributable to changes in the instrument-specific credit risk of the Company and was recognized in other comprehensive income.

In connection with the issuance of the Convertible Debentures, the Company incurred $0.8 million of direct transaction costs and fees. Because the Company elected the fair value option for the Convertible Debentures, such transaction costs and fees were recognized in selling, general and administrative expense as incurred and were not deferred or amortized over the term of the Convertible Debentures due to the fair value option election by the Company.

As of June 30, 2026, accrued coupon interest was $0.1 million. Such accrued interest is incorporated into the fair value of the Convertible Debentures and is not presented as a separate liability on the condensed consolidated balance sheet.

No conversions, redemptions, or repayments of the Convertible Debentures occurred during the six months ended June 30, 2026.

Money Market Funds

Money market funds are investments with maturities within three months of their purchase dates held at banks, that approximate fair value based on Level I measurements.

Derivative Liabilities

Prior to December 31, 2025, the Company utilized scenario-based valuation models to value the July Investment Agreement Derivative and the CPU Share Allocation Obligations (collectively, the “Derivative Liabilities”) at issuance and each subsequent reporting period. A key estimate used in the valuations of the July investment agreement derivative is an enterprise valuation of New EM, which included the acquisition of the Four Entities which uses a sum-of-the-parts valuation model that combined the arm’s length purchase prices of the Four Entities pursuant to acquisition agreements signed with the Company on February 10, 2025, and the invested capital of the Company for each measurement date.

F-34

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, the Company updated its valuation methodology to reflect the advanced stage of the Business Combination and the availability of observable market-based inputs. At that date, substantially all substantive closing conditions had been satisfied, and the only remaining item was final Nasdaq listing approval, which was subsequently obtained on January 2, 2026, with the Business Combination closing on January 5, 2026. Given the proximity to closing and the presence of a publicly traded instrument directly linked to the post-closing equity structure, management determined that a market-based valuation approach more faithfully reflected fair value as of December 31, 2025.

Accordingly, for the December 31, 2025 measurement, the Company first determined the implied equity value of EM&T on a pro forma fully diluted basis at closing. The Company then applied a market-based adjustment derived from the trading price of WTMA Rights, which were publicly traded securities that converted into WTMA common shares at a fixed ratio upon consummation of the Business Combination. The implied ratio between the aggregate conversion value of the Rights and the trading price of WTMA common shares reflected the market’s assessment of both (i) the probability of closing and (ii) expected post-closing share price performance. The final market-based adjustment incorporated the observable Rights pricing, which inherently reflected both closing risk and market expectations regarding post-closing performance.

As a result, the December 31, 2025 valuation of the Derivative Liabilities was based on the implied EM&T equity value at closing, adjusted by the market-derived factor from WTMA Rights pricing, rather than solely on the prior sum-of-the-parts enterprise valuation framework.

July Investment Agreement Derivative:

The Company utilized the following assumptions to value the July Investment Agreement Derivative:

		December 31, 2025
Expected Business Combination date		January 5, 2026
Term (years)		0.01
Risk free rate		3.7%
CCC credit rating		15.7%
Present value factor		1.00
Probability of Business Combination close		90.0%
Market adjustment(1)		45.5%
Expected Company fully diluted ownership of New EM		96.5%
Additional share allocation percentage		10.0%

⁽¹⁾ Market adjustment inherently considers probability of Business Combination close and post Business Combination close price movements to the New EM common share price per share.

CPU Share Allocation Obligations:

The CPU Share Allocation Obligations were contingent on the closing of the Business Combination and certain convertible preferred unit holders entering into additional convertible preferred unit agreements in increments of $2.0 million or $4.0 million, as defined in an investor’s specific convertible preferred unit agreement.

F-35

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company utilized the following assumptions to value the CPU Share Allocation Obligations as of the balance sheet dates:

		December 31, 2025
Expected Business Combination date		January 5, 2026
Term (years)		0.01
Risk free rate		3.7%
Present value factor		1.00
Probability of Business Combination close		NA
Market adjustment(1)		45.5%
Expected Company fully diluted ownership of New EM		96.5%
Additional share allocation percentages		11.28%

⁽¹⁾ Market adjustment inherently considers probability of Business Combination close and post Business Combination close price movements to the New EM common share price per share.

Convertible Debentures

The Company estimates the fair value of the Convertible Debentures using a Monte Carlo simulation model, which incorporates the contractual terms of the instrument, including the conversion price, floor price, payment premium, maturity date, and amortization and redemption features, together with assumptions regarding the Company’s stock price, expected volatility, and the risk-free interest rate and a credit risk-adjusted discount rate, to simulate potential outcomes of the embedded conversion and floor-price amortization features, with the resulting cash flows discounted to present value as of each measurement date.

The Company utilized the following assumptions to value the Convertible Debentures:

		June 30, 2026
Principal outstanding		$20,000,000
Remaining term (years)		1.36
Company common stock price		$6.61
Equity volatility		81.2%
Risk-free rate		4.0%
Discount rate		21.3%
Payment Premium		5.0%

Note 12 - Income Tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination by the taxing authorities. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest and penalties related to unrecognized tax benefits in the income tax provision.

F-36

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The effective tax rate for the six months ended June 30, 2026, was 0.01%. The difference between the effective tax rate and the statutory tax rate of 21% for the six months ended June 30, 2026, is primarily due to the impact of the valuation allowance.

For the three and six months ended June 30, 2026, there was a tax benefit of $0.1 million and $0.1 million recognized by the Company, respectively.

Note 13 - Equity

As of June 30, 2026, the Company had authorized 1,500,000,000 common shares and issued 621,790,646 common shares. Common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of June 30, 2026, no common stock dividends have been declared.

During the three months ended June 30, 2026, the Company’s obligation associated with the 17,391,000 of EM LLC convertible preferred units that did not convert to New EM common shares as of the Closing Date was settled through the automatic conversion of such units into 2,898,499 shares of common stock ninety days after the Closing Date. The related noncontrolling interest balance during the three months ended June 30, 2026 decreased by $13.9 million in the Unaudited condensed consolidated statements of changes in equity.

Upon the consummation of the Business Combination, the Company recognized $186.8 million for equity-classified CPU share allocation, as discussed in Note 11 - Fair Value Measurements. This equity amount represents the Company’s future obligation to issue 24,902,106 shares of common stock ninety days after the Closing Date. During the three months ended June 30, 2026, the related obligation was settled upon the automatic conversion of the CPUs into Common stock in accordance with the terms of the Business Combination. The balance of the equity-classified CPU share allocation was reduced to zero and reclassified to common stock and additional paid-in capital in the Unaudited condensed consolidated statements of changes in equity.

As of December 31, 2025, prior to the Business Combination, the Company’s equity structure included participating member units, member non-voting units, and convertible preferred units. The pertinent issuances, rights and privileges of the prior units are discussed below.

Due to the treatment of the Business Combination as a reverse recapitalization (see Note 3 - Reverse Recapitalization), the member units have been retrospectively restated as common shares in the Unaudited condensed consolidated statements of changes in equity. The convertible preferred units have not been retrospectively restated, however, due to the fact these units were non-participating prior to the Business Combination, and upon the Closing Date, the convertible preferred units converted to common shares. Therefore, due to the difference in presentation, the convertible preferred units are presented separately from the remaining equity structure, separated by the blackline on the Unaudited condensed consolidated statements of changes in equity.

Share-Based Compensation

During the three months ended June 30, 2026, the Company issued an aggregate of 640,189 shares of common stock to nonemployee advisors and consultants as consideration for advisory, consulting, marketing, capital markets and business development services. The aggregate grant-date fair value of the shares issued was approximately $3.4 million, of which approximately $3.4 million was recorded to additional paid-in capital and approximately $64 was recorded to common stock based on the $0.0001 par value per share.

The Company recognized approximately $1.9 million of share-based compensation expense related to these arrangements during each of the three and six months ended June 30, 2026. Approximately $1.5 million of the grant-date fair value of the awards remained to be recognized as compensation expense and included within prepaid expenses and other current assets as the shares have been issued as of June 30, 2026, primarily over the remaining contractual service periods through December 2026.

F-37

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Member Units: On May 15, 2025, the Company amended its operating agreement to create a non-voting member unit class. Subject to approval, the Company could issue an unlimited number of non-voting member units and any voting member units can be converted into non-voting member units. As of December 31, 2025, there were 100,000 voting member units and 900,000 non-voting member units issued and outstanding. For further information regarding the retrospective restatement of member units as common shares, refer to Note 3 - Reverse Recapitalization.

The voting and non-voting member units had identical rights and preferences with the exception of voting rights. 

Convertible Preferred Units: Since its inception on February 8, 2024, EM LLC authorized and issued convertible preferred units. The convertible preferred units were accounted for as permanent equity. Certain issuances of convertible preferred units provide the investor an additional share allocation issuance (see Note 10 - Derivative Liabilities). As of December 31, 2025, 59,671,021 convertible preferred units were outstanding. Upon the consummation of the Business Combination, 42,280,021 convertible preferred units converted into 12,640,008 shares of common stock.

The rights, preferences, privileges and restrictions for the convertible preferred units are as follows:

Dividends: No dividends for the first 36 months after issuance. Thereafter, non-cumulative, simple dividend of 5% per annum accrues on the principal amount, payable annually.

Liquidation preference: None

Conversion: Convertible preferred units issued through March 31, 2025 were convertible into New EM common shares at the option of the holder, according to a conversion ratio set forth in the holder’s convertible preferred unit agreement. Convertible preferred units issued between April 1, 2025 and December 31, 2025 will be automatically converted into shares of New EM common shares ninety days after the Closing Date.

The Conversion ratio for convertible preferred units issued as of December 31, 2025 was as follows:

		Convertible Preferred Units				Conversion Ratio		New EM common shares
March 2024			1,100,003			1:1			1,100,003
April 2024			864,655			1:1			864,655
May 2024			1,265,347			1:1			1,265,347
June 2024			2,500,000			5:1			500,000
July 2024			19,500,016			5:1			3,900,003
August 2024			100,000			5:1			20,000
October 2024			5,700,000			5:1			1,140,000
November 2024			500,000			5:1			100,000
December 2024			3,700,000			5:1			740,000
January 2025			500,000			5:1			100,000
February 2025			2,700,000			5:1			540,000
March 2025			1,850,000			5:1			370,000
March 2025			2,000,000			1:1			2,000,000
September 2025			16,550,000			6:1			2,758,333
October 2025			620,000			6:1			103,333
December 2025			221,000			6:1			36,833
Total			59,671,021						15,538,507

Redemption: The convertible preferred units are not redeemable at the option of the holder, on either a contingent or non-contingent basis.

Voting: The convertible preferred units are non-voting.

F-38

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 14 - Revenue

The Company derives revenue by product and merchandise sales of components for automotive and home appliance magnets. The Company did not have revenue for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, all revenue recognized was product sales at a point in time and generated in the Republic of Korea. The destination of revenue for three and six months ended June 30, 2026 was as follows:

in thousands		Three Months Ended June 30, 2026				Six Months Ended June 30, 2026
Korean domestic sales		$	1,587			$	3,386
Export sales			49				129
Total revenue		$	1,636			$	3,515

For the three and six months ended June 30, 2026, all export sales were to China.

Note 15 - Segments

The Company operates in a single reportable operating segment. Because the Company operates in a single segment and the CODM uses the consolidated net loss and the total assets as the primary measures, no reconciliation is required between segment measures and the unaudited condensed consolidated financial statement amounts.

Performance is reviewed on a consolidated basis and the measure of segment assets is reported on the Condensed consolidated balance sheets as total assets and segment assets are consistent with total assets presented on the face of the accompanying Condensed consolidated balance sheets.

The CODM assesses performance for the single segment and decides how to allocate resources based on the Company’s net loss, which is reported on the Unaudited condensed consolidated statements of operations. Loss before income taxes is used to monitor budget versus actual results. The categories of loss before income taxes, as reported on the Unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The following table sets forth information about the Company’s single reportable segment and the expenses reviewed by the CODM, including a reconciliation to the consolidated loss before income taxes:

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
in thousands		2026				2025				2026				2025
Revenues		$	1,636			$	—			$	3,515			$	—
Cost of sales			(1,751	)			—				(3,186	)			—
Gross (loss) profit			(115	)			—				329				—
Selling, general and administrative
Segment selling, general and administrative		$	(1,503	)		$	—			$	(2,042	)		$	—
Segment salaries and bonuses			(630	)			—				(1,062	)			—
Corporate selling, general and administrative (1)			(9,939	)			(2,900	)			(25,067	)			(5,702	)
Other segment items (2)			226				(37,991	)			(424,432	)			(53,185	)
Loss before income taxes		$	(11,961	)		$	(40,891	)		$	(452,274	)		$	(58,887	)

⁽¹⁾ Corporate selling, general and administrative costs primarily consist of unallocated corporate costs, such as costs incurred as part of the Business Combination.

⁽²⁾ Other segment items primarily consists of interest (expense) income, net, other (expense) income, net, provision for credit losses, change in fair value of financial instruments, and loss on foreign currency

F-39

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Entity-wide information

As of June 30, 2026, the Company’s property, plant, and equipment, net of depreciation of $7.3 million is domiciled entirely in the Republic of Korea. As of December 31, 2025, the Company did not own any property, plant, and equipment.

Refer to Note 14 - Revenue for geographic information regarding the Company’s revenues.

Note 16 - Loss Per Share

The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share,” which requires presentation of both basic and diluted loss per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding shares of common stock during the period. The EM LLC convertible preferred units did not participate in the earning (or losses) of the Company. Further, the conversion of the convertible preferred units prior to the Business Combination was contingent on the execution of the event, and therefore the potential common shares were not included in the calculation of outstanding shares prior to conversion.

The EM Share Obligations (see Note 10 - Derivative Liabilities) prior to the Closing Date were contingently issuable common shares; however, the contingency was subject to the execution of the Business Combination. Therefore, prior to the Closing Date, the EM Share Obligations were not included in the calculation of outstanding shares of common stock.

Upon the Closing Date, certain EM Share Obligations converted into the Company’s common stock (see Note 3 - Reverse Recapitalization) and are included in outstanding shares thereafter. During the three months ended June 30, 2026, the outstanding 24,902,106 contingently issuable shares of common stock recorded in equity-classified CPU share allocation and 2,898,499 contingently issuable shares of common stock related to noncontrolling interest were issued upon expiration of the ninety-day period following the Closing Date (see Note 13 - Equity). These shares are included in outstanding common shares as of June 30, 2026.

Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is anti-dilutive. The Convertible Debentures are evaluated under the if-converted method. Under the if-converted method, the Convertible Debentures are assumed to have been converted at the beginning of the applicable reporting period or, if later, on the date of issuance, with the numerator adjusted to eliminate the effects on earnings that would not have been recognized had the Convertible Debentures been converted and the denominator adjusted to include the common shares issuable upon conversion. For the three and six months ended June 30, 2026 and 2025, the effect of the assumed conversion of the Convertible Debentures was anti-dilutive and, accordingly, the related potential common shares were excluded from diluted loss per share. Therefore, basic and diluted loss per share are equivalent for the periods presented.

The basic and diluted net loss per share are as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
in thousands, except share data		2026				2025				2026				2025
Net loss attributable to common stock		$	(11,910	)		$	(40,891	)		$	(452,223	)		$	(58,887	)
Weighted average shares outstanding - basic and diluted			621,762,506				454,712,290				617,779,981				454,712,290
Net loss per share - basic and diluted		$	(0.02	)		$	(0.09	)		$	(0.73	)		$	(0.13	)

Potential Common Shares Excluded from Diluted Loss Per Share

Potential Common Shares		Minimum Shares				Maximum Shares				Treatment
Convertible Debentures(1)			1,666,497				10,832,228			Excluded as anti-dilutive

⁽¹⁾ The number of potential common shares issuable upon conversion of the Convertible Debentures varies based on the applicable conversion price. The conversion price is equal to the lower of $12.09 per share or 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date, subject to a floor price of $1.86 per share. The minimum and maximum potential shares presented above are based on the $20.0 million principal amount plus approximately $147,945 of accrued coupon interest outstanding as of June 30, 2026, assuming conversion at $12.09 per share and $1.86 per share, respectively. Actual shares issued upon conversion may vary based on the applicable conversion price and the amount of principal and accrued interest converted.

The potential common shares presented above were excluded from the computation of diluted loss per share because their inclusion would have been anti-dilutive or because the applicable conditions for issuance had not been satisfied as of June 30, 2026.

F-40

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 17 - Related Party Transactions

Shareholder Loan Advances

During 2024 and 2025, the Company advanced funds to its majority shareholder, David Wilcox (“DW”), pursuant to a series of unsecured promissory notes (the “DW Notes”). In addition, on November 26, 2025, the Company advanced approximately $1.9 million to EMT Asia Co., Ltd. (“EMT Asia”) pursuant to an unsecured promissory note (the “Direct Note”). During the three months ended June 30, 2026, the Company advanced an additional approximately $0.9 million to EMT Asia pursuant to additional unsecured promissory notes. EMT Asia is wholly owned and controlled by DW. Collectively, the DW Notes and the Direct Note are referred to herein as the “Shareholder Loan Advances.”

The proceeds from the Shareholder Loan Advances were utilized primarily to fund general and administrative expenditures incurred on behalf of the Company, including costs associated with the acquisition, integration, development, capitalization, structuring, and ongoing support of the Company’s operating entities and strategic initiatives. Such expenditures included transaction-related costs, professional fees, operational support activities, business development expenditures, organizational expenses, and other expenditures incurred in furtherance of the Company’s business activities and strategic objectives.

As of December 31, 2025, the aggregate outstanding balance under the Shareholder Loan Advances was approximately $8.3 million, consisting of approximately $6.4 million advanced directly to DW and approximately $1.9 million advanced to EMT Asia. During the six months ended June 30, 2026, the Company advanced an additional approximately $1.4 million under the Shareholder Loan Advances, including approximately $0.9 million advanced to EMT Asia during June 2026. Because the Shareholder Loan Advances were made to the majority shareholder for a business purpose, but without substantial evidence of ability and intent of the counterparty to pay the notes within the stated maturity, the Company accounted for these notes as contra-equity adjustment to additional paid-in capital, pursuant to ASC 505 - Equity.

As discussed in Note 20 - Restatement of Prior Period Financial Statements, the Shareholder Loan Advances are reflected as a reduction of additional paid-in capital within stockholders’ equity in the accompanying Condensed consolidated balance sheets. Further, pursuant to SAB Topic 5.T, expenditures incurred by EMT Asia or funded through the Shareholder Loan Advances for the benefit of the Company were recognized as selling, general and administrative expenses within the Company’s unaudited condensed consolidated statements of operations when incurred. Such expenditures are accounted for as deemed capital contributions from the majority shareholder because the expenditures were incurred for the operational and strategic benefit of the Company. Accordingly, additional paid-in capital is reduced as funds are advanced and subsequently increased as qualifying expenditures are recognized in the Company’s financial statements.

During the three and six months ended June 30, 2026, the Company recognized approximately $1.3 million and $2.8 million of selling, general and administrative expenses associated with expenditures funded through the Shareholder Loan Advances and incurred for the benefit of the Company pursuant to SAB Topic 5.T, respectively. In addition, during the three and six months ended June 30, 2026, the Company advanced an additional approximately $0.9 million and $1.4 million under the same arrangement, respectively. Such advances are presented within financing activities in the accompanying unaudited condensed consolidated statements of cash flows.

Other Related Party Transactions

Additional related parties include officers and key management of the Company and its subsidiaries, immediate family members of such officers and key management, The Zeus Trust, The NYX Trust, Good Earth 1000, LLC, EMT Asia Co., Ltd., ADE Metals Inc., JNS Industry Inc., Beacon Advisory Co. Ltd, N&P Co. Ltd., and Hi-Q MAG Co. Ltd.

Transactions included in financial statements with related party companies in the normal course of business include $0.6 million for purchases of raw materials, with $0.4 million recorded in non-trade accounts receivable - related parties.

During the three months ended June 30, 2026, NS World, a subsidiary of the Company, entered into two loan agreements with the sons of NS World’s chief executive officer. On May 27, 2026, NS World advanced KRW 300 million to Hee-chang Kim, and on June 11, 2026, NS World advanced KRW 100 million to Hee-young Kim totalling KRW 400 million (approximately $0.3 million). The loans bear interest at 6.0% per annum and are repayable in lump sums at their respective contractual maturity dates of May 26, 2027 and June 10, 2027.

Further, related party transactions between the Company, its officers, immediate family members of such officers, employees, and significant shareholders comprise various loan arrangements for the ongoing activities and financing of the Company’s operations. Amounts due from or to its officers, employees, and significant shareholders included $1.7 million recorded in Short term debt - related parties. $0.2 million and $0.9 million of proceeds were received from new loans during the three and six months ended June 30, 2026, respectively.

F-41

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Last, the Company provides a guarantee for borrowing to entities under common control and related parties (individuals) of its subsidiaries. As of June 30, 2026, the Company provided collateral to support joint and several borrowings in the amount of $0.4 million for N&P Co. Ltd. and $0.2 million for one of its subsidiary executives. Additionally, the Company received a guarantee of $0.7 million from the same subsidiary executive for borrowings.

Note 18 - Non-Consolidated Variable Interest Entities

The enterprise with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct activities of the VIE that most significantly impact the VIE’s economic performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (d) the VIE’s capital structure; (e) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (f) related-party relationships. We reassess our evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.

Nonconsolidated VIEs

The Company has evaluated its relationship with EMT Asia Co., Ltd. (“EMT Asia”), an entity owned and controlled by the Company’s majority shareholder, under the guidance of ASC 810. As of June 30, 2026, and December 31, 2025, the Company had an unsecured promissory note receivable from EMT Asia. Management determined that EMT Asia is a VIE because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of EMT Asia because the Company does not possess the power to direct the activities of EMT Asia that most significantly impact EMT Asia’s economic performance. Such power is held by the sole equity owner of EMT Asia through governance and operational control rights. Accordingly, EMT Asia is not consolidated in the accompanying unaudited condensed consolidated financial statements.

During the three and six months ended June 30, 2026, and the year ended December 31, 2025, EMT Asia incurred certain operating and acquisition-related expenditures on behalf of the Company that were funded through the Shareholder Loan Advances as described in Note 17 - Related Party Transactions. Such amounts were recognized within selling, general and administrative expenses, with corresponding credits recognized within additional paid-in capital in accordance with SAB Topic 5.T.

As of June 30, 2026 and December 31, 2025, the Company had advanced an aggregate of approximately $2.8 million and $1.9 million, respectively, to EMT Asia pursuant to unsecured promissory notes. As discussed in Note 17 - Related Party Transactions, the Company recognized this amount as a contra-equity within additional paid-in capital. Accordingly, the carrying amount of the Company’s interest in EMT Asia recognized in the accompanying condensed consolidated balance sheets was de minimis as of June 30, 2026 and December 31, 2025. The Company’s maximum exposure to loss resulting from its involvement with EMT Asia was approximately $2.8 million and $1.9 million as of June 30, 2026 and December 31, 2025, respectively, representing the cumulative amounts advanced to EMT Asia. The advances to EMT Asia were directed by the Company’s majority shareholder in furtherance of the Company’s business objectives.

As of June 30, 2026, the Company’s general relationship and direct economic exposure with EMT Asia remained unchanged.

Note 19 - Commitments and Contingencies

Contractual Commitments: As of June 30, 2026, the Company had outstanding contractual commitment of $15.9 million related to equipment supply contracts entered into with ULVAC Korea, Ltd. for the purchase of vacuum induction melting furnaces and continuous vacuum sintering furnaces to be used in the Company’s rare earth metal and rare earth permanent magnet production operations. This amount represents the Company’s contractual obligations under eight binding supplier contracts, with equipment delivery required no later than November 30, 2026.

Supply Arrangement: On May 29, 2026, the Company entered into an arrangement with Senri Trading Co., Ltd. (“Senri”) for the purchase of NdPr metal sourced from SRE Vietnam, a wholly owned subsidiary of Tokai Trading Co., Ltd. Subsequent to June 30, 2026, the Company completed an initial trial shipment of 4 metric tons of NdPr metal under the arrangement. Following the trial shipment, the Company’s current indicative purchasing plan contemplates purchases of approximately 12 metric tons of NdPr metal per month. However, the purchasing and delivery schedule is not definitive, and the quantity, delivery timing, unit price, payment terms and aggregate purchase amount will be determined on a delivery-by-delivery basis. Accordingly, the Company does not have a fixed aggregate purchase commitment under the current arrangement. 

F-42

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Indemnification Agreements: The Company enters into contractual relationships that contain indemnification provisions in its normal course of business with other parties. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. Management believes any liability arising from these agreements will not be material to the Company’s unaudited condensed consolidated financial statements.

Legal Matters: The Company may periodically become involved in legal proceedings, legal actions, and claims arising in the normal course of business, including proceedings relating to intellectual property, safety and health, employment and other matters. Except for the matter described below, management does not currently expect that the outcome of such proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 

Jones Day Litigation

On April 23, 2026, Jones Day filed a complaint against Evolution Metals LLC (“EM LLC”), a wholly owned subsidiary of the Company, in the Superior Court of Fulton County, State of Georgia, Civil Action No. 26CV005969. The complaint alleges claims for breach of contract, account stated, open account and attorneys’ fees arising from legal services allegedly provided by Jones Day to EM LLC in connection with the Business Combination. Jones Day seeks damages of approximately $3.9 million, plus prejudgment interest, attorneys’ fees, costs and expenses of collection, and other relief. The Company intends to vigorously defend against the claims. The Company is unable to predict the ultimate outcome of the proceeding or reasonably estimate the amount of any potential loss, if any.

Guarantees and Warranties: The list of payment guarantees provided by third parties to the Company as of June 30, 2026, are as follows:

Provider		Type		Guaranteed Amount				Beneficiary
K-SURE (Korea Trade Insurance Corporation)		Trade Bill Loan		$	84			Industrial Bank of Korea
KODIT (Korea Credit Guarantee Fund)		Operating Funds Loan			1,064			Industrial Bank of Korea
SGI (Seoul Guarantee Insurance)		Government Grant			13			Korea Occupational Safety and Health Agency
SGI (Seoul Guarantee Insurance)		Contract Performance Guarantee			10			LS ELECTRIC Co., Ltd., Korea Institute for Robot Industry Advancement (KIRIA)
SGI (Seoul Guarantee Insurance)		Defects Liability Guarantee Insurance			9			LS ELECTRIC Co., Ltd., Korea Institute for Robot Industry Advancement (KIRIA)
SGI (Seoul Guarantee Insurance)		Payment Guarantee Insurance			33			AirFirst Co., Ltd.
SGI (Seoul Guarantee Insurance)		Payment Guarantee Insurance			59			Korea Land and Housing Corp.
SGI (Seoul Guarantee Insurance)		Payment Guarantee Insurance			66			KEPCO (Korea Electric Power Corporation)
SGI (Seoul Guarantee Insurance)		Payment Guarantee Insurance			16			Korea Industrial Technology Association (KOITA)
SGI (Seoul Guarantee Insurance)		Advance Payment Guarantee			24			LS ELECTRIC Co., Ltd., Korea Institute for Robot Industry Advancement (KIRIA)
KIBO(Korea Technology Finance Corporation)		Working capital loans Guarantee			195			Hana Bank

The main commitments with financial institutions as of June 30, 2026, are as follows:

Financial Institution		Type		Credit Line				Used Amounts
Industrial Bank of Korea(1)(2)		Operating Funds Loan		$	4,973			$	4,408
KOSME (Korea SMEs and Startups Agency)		Operating Funds Loan			778				360
Woori Bank		Operating Funds Loan			519				0
Hana Bank(1)		Facility loans			187				187
Hana Bank		Working capital loans			195				195
Total				$	6,652			$	5,150

(1)	As of June 30, 2026 land, buildings, machinery, and equipment have been provided as collateral (with a secured amount of $4.2 million for long term debt (refer to Note 7 - Property, Plant and Equipment, Net) and joint guarantees issued for related parties (refer to Note 17 - Related Party Transactions).
(2)	As of June 30, 2026, the Company established pledge fire insurance claims (with a pledge amount of $2.4 million.

F-43

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Yorkville Global Guaranty

On May 7, 2026, certain subsidiaries of the Company, including Evolution Metals NewCo, Inc., Evolution Metals LLC, KCM Industry Co., Ltd., KMMI Inc., NS World Co., Ltd. and Handa Lab Co., Ltd., entered into a Global Guaranty Agreement in favor of YA II PN, Ltd. (“Yorkville”). Pursuant to the Global Guaranty Agreement, the guarantors jointly and severally guarantee the full, prompt and unconditional payment and performance of the Company’s obligations under the Securities Purchase Agreement, the Convertible Debentures and the related transaction documents. As of June 30, 2026, $20.0 million in aggregate principal amount of Convertible Debentures was outstanding and subject to the Global Guaranty. Refer to Note 9 – Debt for additional information regarding the Convertible Debentures. 

Note 20 - Restatement of Prior Period Financial Statements

Subsequent to the issuance of the Company’s previously issued financial statements, the Company identified errors related to the accounting presentation of certain advances made to David Wilcox, the Company’s sole managing and voting member prior to the Business Combination and majority shareholder following the Business Combination, which were used to fund EMT Asia Co., Ltd., a related-party entity wholly owned by Mr. Wilcox. Management determined that such advances were incorrectly presented as Note receivable — related party and should have been presented as contra-equity within additional paid-in capital. Management also determined that certain expenses incurred by EMT Asia on behalf of the Company should have been recognized as expenses of the Company. The Company had previously recorded an allowance for credit losses in connection with the collection uncertainty concerning the Note receivable — related party, thereby recognizing expense in the periods of issuance.

The following tables reflect the effects of the corrections on all affected line items of the Company’s previously reported financial amounts presented in these Condensed consolidated financial statements. The correction did not impact cash and cash equivalents, total liabilities, or total net cash used in operating activities for the periods presented.

Unaudited Condensed Consolidated Balance Sheet

in thousands		December 31, 2025 Previously Reported				Adjustments				December 31, 2025 As Restated
ASSETS
Prepaid expenses and other current assets		$	59			$	(11	)		$	48
Note receivable – related party			4,167				(4,167	)			—
Total current assets			17,404				(4,179	)			13,226
Total assets		$	26,670			$	(4,179	)		$	22,491
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Additional paid-in capital(1)		$	(45)			$	(2,329	)		$	(2,374	)
Accumulated deficit			(676,957	)			(1,850	)			(678,807	)
Total members’ deficit			(650,689	)			(4,179	)			(654,868	)
Total liabilities and members’ deficit		$	26,670			$	(4,179	)		$	22,491

⁽¹⁾ Previously reported amounts include the effects of the retroactive application of the recapitalization.

Unaudited Condensed Consolidated Statements of Operations

in thousands		Three Months Ended June 30, 2025 Previously Reported				Adjustments				Three Months Ended June 30, 2025 As Restated
Selling, general and administrative(1)		$	1,673			$	1,083			$	2,756
Loss from operations			(1,817	)			(1,083	)			(2,900	)
Provision for credit losses			(5,467	)			408				(5,059	)
Total other expense, net			(38,398	)			408				(37,991	)
Loss before income taxes			(40,215	)			(675	)			(40,891	)
Net loss		$	(40,215	)		$	(675	)		$	(40,891	)

⁽¹⁾ The Company has combined certain captions that were previously disaggregated within operating expenses.

F-44

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Statements of Operations

in thousands		Six Months Ended June 30, 2025 Previously Reported				Adjustments				Six Months Ended June 30, 2025 As Restated
Selling, general and administrative(1)		$	3,524			$	1,910			$	5,434
Loss from operations			(3,792	)			(1,910	)			(5,702	)
Provision for credit losses			(6,777	)			1,248				(5,529	)
Total other expense, net			(54,433	)			1,248				(53,185	)
Loss before income taxes			(58,225	)			(662	)			(58,887	)
Net loss		$	(58,225	)		$	(662	)		$	(58,887	)

⁽¹⁾ The Company has combined certain captions that were previously disaggregated within operating expenses.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

		Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Equity
As Previously Reported
Balance, December 31, 2024(1)		$	(45	)		$	(58,961	)		$	(49,374	)
Net loss		$	—			$	(18,010	)		$	(18,010	)
Balance March 31, 2025(1)		$	(45	)		$	(76,971	)		$	(66,134	)
Net loss		$	—			$	(40,216	)		$	(40,216	)
Balance June 30, 2025(1)		$	(45	)		$	(117,187	)		$	(104,850	)
Adjustments
Balance, December 31, 2024		$	306			$	(1,931	)		$	(1,625	)
Investor loan advances and deemed contributions		$	(853	)		$	—			$	(853	)
Net loss		$	—			$	14			$	14
Balance March 31, 2025		$	(547	)		$	(1,917	)		$	(2,464	)
Investor loan advances and deemed contributions		$	268			$	—			$	268
Net loss		$	—			$	(675	)		$	(675	)
Balance June 30, 2025		$	(279	)		$	(2,592	)		$	(2,871	)
As Restated
Balance, December 31, 2024		$	261			$	(60,892	)		$	(50,999	)
Investor loan advances and deemed contributions		$	(853	)		$	—			$	(853	)
Net loss		$	—			$	(17,996	)		$	(17,996	)
Balance March 31, 2025		$	(592	)		$	(78,888	)		$	(68,598	)
Investor loan advances and deemed contributions		$	268			$	—			$	268
Net loss		$	—			$	(40,891	)		$	(40,891	)
Balance June 30, 2025		$	(324	)		$	(119,779	)		$	(107,721	)

⁽¹⁾ Previously reported amounts include the effects of the retroactive application of the recapitalization.

F-45

EVOLUTION METALS & TECHNOLOGIES CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Statement of Cash Flows

in thousands		June 30, 2025 Previously Reported				Adjustments				June 30, 2025 As Restated
Cash flows from operating activities:
Net loss		$	(58,225	)		$	(662	)		$	(58,887	)
Allowance for credit losses			6,777				(1,248	)			5,529
Investor expenses incurred on behalf of Company			—				1,910				1,910
Net cash used in operating activities			(4,462	)			—				(4,462	)
Cash flows from investing activities:
Advance — note receivable related parties			(2,495	)			2,495				—
Net cash used in investing activities			(3,056	)			2,495				(561	)
Cash flows from financing activities:
Constructive disbursements to related party			—				(2,495	)			(2,495	)
Net cash provided by financing activities			6,517				(2,495	)			4,022

Note 21 - Subsequent Events

Convertible Debenture Conversion

On July 14, 2026, the Company completed the second closing under the Securities Purchase Agreement dated May 7, 2026 and issued a convertible debenture to YA II PN, Ltd. (“Yorkville”) with an original principal amount of $5.8 million. The debenture was issued at 97% of principal, resulting in net proceeds of approximately $5.6 million.

The debenture bears interest at 5.0% per annum and matures on November 7, 2027, subject to extension at Yorkville’s option. Pursuant to the terms of the debenture, Yorkville has the right to convert all or a portion of the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price determined in accordance with the debenture agreement.

From July 29, 2026 through August 13, 2026, Yorkville converted an aggregate of $550,000 of principal and approximately $23,195 of accrued interest into an aggregate of 210,191 shares of the Company’s common stock. The conversions were effected at conversion prices ranging from approximately $2.14 to $4.59 per share in accordance with the terms of the convertible debenture. Following these conversions, approximately $5.225 million of principal remained outstanding under the second convertible debenture.

Senri NdPr Metal Purchase Arrangement

On July 22, 2026, EM LLC (KR) received a 4 metric ton trial shipment of NdPr metal for $555,520. The Company’s current indicative purchasing plan contemplates purchases of approximately 12 metric tons of NdPr metal per month. However, the purchasing and delivery schedule is not definitive, and the quantity, delivery timing, unit price, payment terms and aggregate purchase amount are subject to confirmation on a delivery-by-delivery basis.

F-46

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q (“Form 10-Q”) as of and for the three and six months ended June 30, 2026 and 2025. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. 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 and those set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” included in this Form 10-Q, as well as in “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as the same may be amended from time to time. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

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. and its consolidated subsidiaries.

Business Overview

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 elements (“REEs”), primarily through the recycling of end-of-life materials (“urban mining”). End-of-life materials are recovered from products that have reached the end of their useful service life - such as batteries, electronic devices, motors, and magnets - which can no longer perform their intended function but still contain valuable metals and materials that can be recycled and reused in new manufacturing. EM&T owns and operates across the following midstream to downstream segments: (i) feedstock processing, (ii) oxide production, (iii) metal and alloy manufacturing, (iv) powder production, (v) the manufacture of bonded and sintered rare earth magnets, (vi) battery-grade sulfates and carbonates, (vii) precursor cathode active materials (“pCAM”), (viii) precious metals, and (ix) base metals. These outputs integrate directly into the supply chains of, and are suitable for direct delivery to, gigafactories, defense suppliers, original equipment manufacturers (“OEMs”), automotive manufacturers, and refineries. EM&T’s own operations are supported by advanced recycling processes, proprietary automation, and artificial intelligence-enabled systems, allowing the Company to continue to operate at commercial scale using proven technologies and experienced operating personnel to support a sustainable future through efficient processing and the application of cutting edge robotics and artificial intelligence (“AI”).

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 lithium batteries; producing materials that are essential feedstocks used in the production of advanced magnets, which include (a) bonded magnets that are vital components in various high-tech applications (including automotive, aerospace, and consumer electronics industries) and (b) sintered magnets that are crucial for high-performance applications (particularly in the defense and aerospace sectors where precision and durability are paramount); developing AI software and machines to drive automation, innovation, and efficiency to reduce labor costs, lower manufacturing reject rates, and automating the quality of control processes. The Operating Companies include Handa Lab Co., Ltd., a Korean company (“Handa Lab”), KCM Industry Co., Ltd., a Korean company (“KCM”), KMMI Inc., a Korean company (“KMMI”), and NS World Co., Ltd., a Korean company (collectively with Handa Lab, KCM and KMMI, the “Four Entities” or the “Korean Companies”). As a result of the acquisition of the Four Entities, the Company is expected to produce materials annually, including magnets and battery metals to meet the growing global demand driven by the electrification of transportation, the expansion of green energies, advancements in healthcare technologies, military and defense manufacturing, and consumer appliances, among others.

Recent Developments

Recent events impacting our business are as follows:

Jones Day Lawsuit

On April 23, 2026, Jones Day filed a complaint against Evolution Metals LLC (“EM”), a Delaware limited liability company and a wholly owned subsidiary of the Company, in the Superior Court of Fulton County, State of Georgia, Civil Action No. 26CV005969. The complaint alleges claims for breach of contract, account stated, open account and attorneys’ fees arising from legal services allegedly provided by Jones Day to EM in connection with the Business Combination. Jones Day is seeking damages in the amount of approximately $3.9 million, plus prejudgment interest, attorneys’ fees, costs and expenses of collection, and such other relief as the court deems appropriate. The Company is currently evaluating the complaint and has not yet filed a formal response.  The Company intends to vigorously defend itself in this matter. At this time, the Company is unable to predict the ultimate outcome of the proceeding or reasonably estimate the amount of any potential loss, if any.

2

Securities Purchase Agreement, Convertible Debentures and Related Agreements

On May 7, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to Yorkville 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 was issued on July 14, 2026 upon effectiveness of a resale registration statement on Form S-1 on July 10, 2026. 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 Yorkville.

Subsequent to June 30, 2026, YA II PN, Ltd. (“Yorkville”) converted portions of the Company’s second convertible debenture, which was issued on July 14, 2026 in the original principal amount of $5.775 million. From July 29, 2026 through August 13, 2026, Yorkville converted an aggregate of $550,000 of principal and approximately $23,195 of accrued interest into an aggregate of 210,191 shares of the Company’s common stock. The conversions were effected at conversion prices ranging from approximately $2.14 to $4.59 per share in accordance with the terms of the convertible debenture. Following these conversions, approximately $5.225 million of principal remained outstanding under the second convertible debenture.

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. The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures held by Yorkville 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) Yorkville 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 Yorkville entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which Yorkville 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 was required to, on the 30th calendar day following the date of the Securities Purchase Agreement, file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) registering the resale by Yorkville of 5.4 million Conversion Shares. Under the Registration Rights Agreement, Yorkville was also granted piggyback registration rights under certain conditions as described in the Registration Rights Agreement.

On May 7, 2026, pursuant to the Securities Purchase Agreement, the Company and Yorkville entered into a Global Guarantee Agreement, pursuant to which, the Company and its subsidiaries agreed to guarantee all of the Company’s obligations under the Convertible Debentures.

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Equipment Supply Contracts

On May 13, 2026, EM entered into eight separate equipment supply contracts (collectively, the “Contracts” and each a “Contract”) with ULVAC Korea, Ltd. (“ULVAC Korea”) for the purchase of vacuum induction melting furnaces and continuous vacuum sintering furnaces. The equipment is intended for use in the Company’s rare earth metal and rare earth permanent magnet production operations. A summary of the equipment to be supplied under the eight Contracts is set forth below:

Contract No.		Equipment		Quantity
W20260330-001-01		Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device		2 sets
W20260330-003-01		Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C		2 sets
W20260330-004-01		Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC		2 sets
W20260330-005-01		Continuous Vacuum Sintering Furnace — FSC-6150C-8		2 sets
W20260330-006-01		Continuous Vacuum Sintering Furnace — FHH-6150C-6		2 sets
W20260330-007-01		Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device		1 set
W20260330-008-01		Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A		1 set
W20260330-009-01		Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC/A		1 set

Material Terms

Delivery. Delivery is to be made on a DDP buyer final destination basis (Republic of Korea) no later than November 30, 2026. Delivery is to occur prior to completion of full installation and commissioning at the buyer’s site.

Payment Structure. Each Contract provides for payment in four installments: a first installment due in May or July 2026; a second installment due in July or August 2026; a third installment due within five (5) days of shipment ex Dalian; and a final installment due within thirty (30) days of arrival at destination.

Performance Bond and Cargo Insurance. ULVAC Korea is required to procure, and to submit to EM LLC within twenty-four (24) hours after execution of each Contract, a performance guarantee insurance policy issued by Seoul Guarantee Insurance Co., Ltd. covering ULVAC Korea’s delivery obligations. ULVAC Korea is also required, at its sole cost, to procure and maintain comprehensive inland, transit and marine cargo insurance covering the equipment from its facility through final delivery in the Republic of Korea.

Acceptance, Warranty and Late-Delivery Remedies. Shipment of the equipment is conditioned upon successful completion of a Factory Acceptance Test (FAT) in the presence of EM LLC and mutual agreement on the On-site Installation Inspection Test Plan (ITP). ULVAC Korea will deliver technical specifications, acceptance criteria, equipment drawings, testing reports and the ITP prior to or during the FAT. ULVAC Korea provides a one (1) year warranty on the equipment, running from completion of full commissioning and commencement of normal operation at the buyer’s site. Late delivery (other than as a result of force majeure) is subject to a daily late-delivery penalty payable by ULVAC Korea, subject to a cap.

Cancellation, Force Majeure and Governing Law. EM LLC has the right to terminate any Contract for its convenience at any time prior to delivery upon written notice, subject to a tiered cancellation charge that scales with the number of weeks between ULVAC Korea’s receipt of advance payment and the date of cancellation. Either party may terminate a Contract if a force majeure event continues for more than four (4) weeks. The Contracts are governed by the laws of the Republic of Korea, with disputes settled by arbitration in the Republic of Korea before the Korean Commercial Arbitration Board; the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

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Relationship. ULVAC Korea is not a related party to the Company or EM LLC. The Contracts were negotiated on arm’s-length terms.

Nasdaq Delinquency Notice and Regained Compliance

On May 21, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC 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 complied 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 had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter is now closed.

Share Issuances to Advisors, Consultants and Marketing Service Providers

Subsequent to March 31, 2026, the Company entered into certain advisory, consulting, marketing and related services agreements and amendments pursuant to which the Company issued or agreed to issue an aggregate of 674,768 shares of its common stock, par value $0.0001 per share, of which 650,189 shares have been issued as of August 17, 2026, as compensation for services rendered or to be rendered to the Company. The shares include issuances or agreed issuances to certain advisors, consultants and marketing service providers, including for capital markets advisory services, shareholder base expansion and marketing services, and sourcing and origination services related to rare earth magnets and related critical materials derived from end-of-life electronic scrap components. The Company did not receive any cash proceeds from these issuances or agreed issuances. The shares have been or will be issued in exempt private transactions as compensation for services. The issuances were made, or are expected to be made, in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended.

Agreement with Senri Trading Co., Ltd.

On May 29, 2026, the Company executed an agreement with Senri Trading Co., Ltd. (“Senri”) to purchase bulk quantities of NdPr metal from SRE Vietnam (“SRE”), a wholly-owned subsidiary of Tokai Trading Co., Ltd. (“Tokai”) in Japan. Obtained entirely from a non-China source, we believe that NdPr metal are essential in the Company’s intended increase of magnet production to approximately 10,000 tons per annum of rare earth magnets in 2026. Tokai has been operating as a specialized trading company for rare earths and rare metals since its founding in 1981 and began investing in its wholly owned Vietnamese subsidiary, SRE, in 2008. As of January 2025, SRE began tripling its rare earth processing capacity of mid-stream materials to 3,929 metric tons per annum.

As of July 22, 2026, the Company has taken delivery of the first shipment of 4 metric tons of NdPr metals from SRE for the manufacture of high performance magnets that are compliant with new federal regulations requiring U.S. defense systems to exclude magnets that are sourced or originated from certain prohibited countries. The Company views this development as directly aligned with the Trump administration’s July 20, 2026 Executive Order “Securing America’s Defense Supply Chains and Ensuring Domestic Acquisition of Critical Materials”, as well as with the existing January 1, 2027 DFARS 252.225-7052 sourcing deadline for rare earth permanent magnets in U.S. defense systems. The deliveries of compliant NdPr metal allows the Company produce high-performance magnets that are compliant with DFARS 252.225-7052. The initial delivery of five tons of NdPr metals is the first stage of an agreement for SRE to scale deliveries to support the Company’s increased production capacity, expected to reach approximately 10,000 metric tons per annum by November 2026.

Under DFARS 252.225-7052, effective January 1, 2027, U.S. defense contractors will be prohibited from delivering to the Department of War rare earth magnets containing materials mined, refined, separated, melted, or produced in China, Russia, North Korea, or Iran. Because the People’s Republic of China appropriates most of the world’s NdPr metal, the majority of globally available magnet supply is expected to become non-compliant absent qualified ex-China feedstock and manufacturing. The July 20, 2026 Executive Order sharply tightens enforcement by ending routine waivers, requiring a formal mitigation plan for any exception, and eliminating the “non-availability” argument unless a contractor demonstrates active, adequately funded, and ongoing efforts to qualify a domestic or allied source. The Executive Order follows the Trump administration’s January 2026 Section 232 Proclamation identifying rare earth permanent magnets as “vital to nearly all electronics and vehicles” and also follows the February 2026 launch of the $12 billion Project Vault critical minerals reserve.

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Market Developments, Trends, and Uncertainties

Our business is affected by macroeconomic, geopolitical, regulatory, technological and industry-specific trends that impact demand for critical minerals and materials, the availability and cost of feedstock, customer purchasing decisions, financing availability and our ability to scale our operations. As a newly public company that completed the Business Combination on January 5, 2026, our historical results may not be indicative of future results, particularly as we integrate the Korean Companies, pursue additional financing, and seek to expand our midstream and downstream critical materials platform.

Demand for critical minerals and materials continues to be driven by the electrification of transportation, renewable energy infrastructure, defense and aerospace applications, industrial automation, consumer electronics and other advanced manufacturing applications. Many of these applications rely on materials and components such as rare earth oxides, rare earth metals and alloys, bonded magnets, sintered magnets, battery materials, precious metals and base metals. We believe these demand drivers create long-term market opportunities for companies with capabilities across recycling, processing, refining and downstream manufacturing. However, demand in these markets may fluctuate based on customer production schedules, capital spending cycles, commodity prices, electric vehicle adoption rates, defense procurement priorities, interest rates, tariffs, trade restrictions and broader macroeconomic conditions.

The global supply chain for rare earth elements, battery materials, permanent magnets and other critical materials remains highly concentrated in Asia, particularly in China. This concentration has increased customer, governmental and industry focus on developing alternative, secure and geographically diversified supply chains. Geopolitical tensions, export controls, tariffs, sanctions, industrial policy initiatives and national security considerations may increase demand for U.S.-aligned and non-China sources of critical materials and related products. At the same time, these factors may also increase operating complexity, affect the availability or cost of feedstock and equipment, create uncertainty in customer procurement decisions, and require us to invest significant capital before realizing commercial benefits.

We believe recycling and “urban mining” represent an increasingly important source of critical materials supply. End-of-life batteries, electronic devices, motors, magnets and other materials contain valuable metals and materials that can be recovered, processed and reused in new manufacturing. The ability to convert these end-of-life materials into commercially usable outputs may reduce reliance on primary mining, shorten supply chains, support sustainability objectives and provide customers with alternative sources of supply. However, the recycling market remains subject to uncertainties, including variability in feedstock availability, feedstock composition, collection economics, transportation and handling costs, regulatory requirements, customer qualification timelines and the technical complexity of producing materials that meet customer specifications.

Our operating results will also be affected by our ability to integrate and scale the Korean Companies acquired in connection with the Business Combination. These companies provide the Company with initial capabilities in magnet-related materials, bonded and sintered magnets, and automation and AI-enabled manufacturing systems. We expect the integration of these businesses to require substantial management attention, working capital and capital expenditures. Our ability to realize the anticipated benefits of the Business Combination will depend on, among other things, our ability to coordinate operations across jurisdictions, retain key personnel, maintain customer and supplier relationships, improve capacity utilization, execute expansion plans, implement consistent financial reporting and internal control processes, and secure additional financing on acceptable terms.

Because our growth strategy is capital intensive, our future performance will depend significantly on our ability to raise additional capital. We expect to require substantial funding to support working capital, public company costs, integration activities, capital expenditures, equipment purchases, facility expansion, research and development, customer qualification processes and potential future acquisitions. If we are unable to obtain financing on acceptable terms or at all, we may be required to delay, reduce or abandon certain expansion plans, which could materially and adversely affect our business, financial condition and results of operations. In addition, financing transactions may result in dilution to existing stockholders, increased leverage, restrictive covenants or other terms that could adversely affect our business.

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Our results may also be affected by changes in commodity prices, foreign currency exchange rates and interest rates. Many of our products and feedstocks are linked directly or indirectly to the market prices of metals and critical materials, which may be volatile. Changes in these prices may affect revenue, gross margin, inventory valuation, customer demand and supplier economics. In addition, because a significant portion of our current operations is conducted in Korea, fluctuations between the Korean won and the U.S. dollar may affect our reported results, cash flows and financial position. Rising interest rates or constrained credit markets may also increase the cost of capital and reduce the availability of financing for us and our customers.

As a result of becoming a public company, we expect to incur additional costs, including costs related to financial reporting, legal and accounting compliance, internal control development, investor relations, insurance and governance matters. We also expect that certain non-cash and non-operating items may continue to affect our reported results, including fair value changes in financial instruments, credit loss provisions, foreign currency gains and losses, and changes in liabilities related to dissenting shareholder appraisal rights. These items may cause significant period-to-period volatility and may not directly reflect the underlying operating performance of our business.

Given these factors, our near-term results may be difficult to predict and may vary significantly from period to period. We are still in the early stages of operating as a combined public company, and our ability to achieve our business plan will depend on the successful integration of the acquired businesses, access to capital, development of customer relationships, execution of expansion initiatives, stability of supply chains and broader market acceptance of our products and technologies.

Key Factors Affecting our Performance

Our results of operations, financial condition and cash flows are affected by a number of factors, including those described below. As a result of the Business Combination completed on January 5, 2026, our historical results may not be comparable to our future results, and our operating results may vary significantly from period to period as we integrate the Korean Companies, operate as a public company, pursue financing and execute our growth strategy.

Ability to Obtain Additional Financing

Our business plan is capital intensive and depends significantly on our ability to obtain additional financing on acceptable terms. We expect to require substantial capital to fund working capital needs, public company costs, integration activities, equipment purchases, facility upgrades, customer qualification processes, research and development, expansion projects and potential future acquisitions. Our ability to raise capital may be affected by market conditions, investor demand, interest rates, our operating performance, regulatory developments and broader macroeconomic factors. If we are unable to obtain sufficient financing when needed, or if financing is available only on unfavorable terms, we may be required to delay, reduce or abandon certain business initiatives, which could materially and adversely affect our business, financial condition and results of operations.

Integration of the Korean Companies

Our future performance will depend in part on our ability to successfully integrate Handa Lab, KCM, KMMI and NS World following the Business Combination. The integration process requires management attention and may involve operational, financial, legal, tax, accounting, human resources, information technology, reporting and internal control matters. Our ability to realize the anticipated benefits of the Business Combination will depend on, among other things, our ability to retain key personnel, coordinate operations across jurisdictions, maintain customer and supplier relationships, implement consistent financial reporting and internal control processes, align strategic priorities and manage working capital requirements. Any delays or difficulties in integration could adversely affect our operating results and delay our ability to execute our growth strategy.

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Capacity Utilization and Production Ramp-Up

Our revenues and margins are expected to be affected by the timing and pace at which we utilize and expand our production capacity. Certain of our acquired operations are expected to require additional capital investment, equipment purchases, facility improvements, process optimization, customer qualification and working capital before reaching targeted operating levels. Our ability to increase production volumes and improve operating efficiency will depend on the availability of equipment, skilled labor, raw materials and feedstock, as well as our ability to implement automation and quality control processes. Delays in ramping production or lower-than-expected capacity utilization may result in lower revenue, reduced gross margin and higher unit costs.

Customer Demand and Qualification

Our products are intended to serve customers in industries such as automotive, aerospace, defense, electronics, industrial manufacturing, gigafactories, OEMs and refineries. Sales into these markets may require customer qualification, testing, technical validation, sample production, commercial negotiation and, in certain cases, regulatory or customer-specific approval processes. The timing and success of customer qualification may affect when we are able to convert commercial opportunities into revenue. Demand for our products may also be affected by end-market conditions, customer production schedules, procurement policies, commodity prices, geopolitical considerations and customer efforts to diversify supply chains away from concentrated sources of critical materials.

Availability and Cost of Feedstock and Raw Materials

Our operations depend on the availability, quality and cost of feedstock and raw materials, including end-of-life materials, magnet-related materials, electronic scrap, batteries, metals and other critical materials. Feedstock availability may fluctuate based on collection economics, competition, regulatory requirements, transportation costs, commodity prices and supplier relationships. Variability in feedstock composition may also affect processing yields, production costs and product quality. If we are unable to secure sufficient feedstock or raw materials on commercially acceptable terms, our ability to operate and scale our business may be adversely affected.

Commodity Price Volatility

Many of our products and feedstocks are exposed directly or indirectly to the market prices of critical materials, rare earth elements, battery materials, precious metals and base metals. These prices may be volatile and may be affected by supply and demand dynamics, geopolitical developments, trade restrictions, tariffs, currency movements, energy prices, inventory levels and macroeconomic conditions. Changes in commodity prices may affect our revenue, cost of sales, gross margin, inventory values and customer demand. In periods of significant price volatility, our results of operations may fluctuate even if production volumes remain stable.

Foreign Currency Exposure

A significant portion of our current operating activities is conducted in Korea, while our reporting currency is the U.S. dollar. Accordingly, our results of operations, financial position and cash flows may be affected by fluctuations in exchange rates, particularly between the Korean won and the U.S. dollar. Foreign currency fluctuations may affect the translated value of our revenues, expenses, assets and liabilities, as well as the cost of imported equipment, materials and services. We may also be exposed to transaction gains and losses on monetary assets and liabilities denominated in currencies other than the applicable functional currency.

Public Company Costs and Compliance Requirements

Following the Business Combination, we became subject to the reporting, governance, internal control and compliance requirements applicable to public companies. We expect to incur additional expenses related to financial reporting, legal and accounting services, audit and review procedures, investor relations, directors’ and officers’ insurance, board and committee matters, internal controls and other public company infrastructure. These costs may be significant, particularly in the periods immediately following the Business Combination, and may adversely affect our near-term results of operations.

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Non-Cash and Non-Operating Items

Our reported results may be affected by non-cash and non-operating items that may not directly reflect the underlying performance of our operating businesses. These items may include changes in fair value of financial instruments, credit loss provisions, foreign currency gains and losses, interest expense, and changes in liabilities related to dissenting shareholder appraisal rights. These items may cause significant period-to-period volatility in our results of operations and may make it more difficult to compare our operating performance across periods.

Regulatory, Trade and Geopolitical Developments

Our business is affected by regulatory, trade and geopolitical developments relating to critical minerals and materials, rare earth elements, battery materials, recycling, environmental regulation, national security, export controls, tariffs and industrial policy. Government policies that support domestic or allied critical materials supply chains may create opportunities for our business. However, changes in laws, regulations, trade restrictions, permitting requirements, tariffs, sanctions or export controls may also increase costs, restrict supply chains, delay customer decisions or otherwise adversely affect our operations. Because our business involves operations and supply chains across multiple jurisdictions, we may be affected by regulatory and political developments in the United States, Korea and other markets in which we source materials, operate or sell products.

Factors Affecting the Comparability of our Results

Our historical results of operations may not be comparable to our future results of operations, and our results for the six months ended June 30, 2026 may not be comparable to the six months ended June 30, 2025, primarily due to the consummation of the Business Combination, the acquisition of the Korean operating companies, the inclusion of post-combination public company costs, changes in the fair value of financial instruments, and the Company’s change in tax status, as described below.

Expenses Associated with the Business Combination

On January 5, 2026, the Company consummated the Business Combination. In connection with the Business Combination, the Company incurred significant transaction-related, professional, accounting, legal, valuation, advisory, public company readiness and other corporate costs. In addition, the Company recognized significant non-cash losses from changes in the fair value of financial instruments, including the July Investment Agreement derivative and CPU Share Allocation Obligations. These fair value changes and transaction-related costs materially affected the Company’s results of operations for the six months ended June 30, 2026 and may limit comparability to prior periods.

Acquisitions

As part of the consummation of the Business Combination, the Company acquired controlling interests in the Korean operating companies. As a result, the Company’s results of operations for the six months ended June 30, 2026 include revenues, cost of sales, operating expenses, assets and liabilities of the Korean operating companies following the acquisition date, while the comparable prior-year period primarily reflects the historical results of EM LLC before the acquisition of such operating businesses. Accordingly, the Company’s results of operations for the periods presented are not directly comparable. The Company may continue to pursue acquisitions as part of its growth strategy, which could further affect comparability of future periods.

Income Taxes

Following the Business Combination, EM&T is subject to U.S. federal and state income taxes as a corporation. EM LLC, the accounting predecessor, was treated as a pass-through entity for U.S. federal income tax purposes and was generally not subject to U.S. federal income tax at the entity level. In addition, following the acquisition of the Korean operating companies, the Company is subject to income taxes in Korea. As a result, the Company’s income tax expense and effective tax rate for periods following the Business Combination may not be comparable to historical periods prior to the Business Combination.

Our future results of operations may not be comparable to the historical results of operations for the periods presented.

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Business Segments

We operate our business through a single operating and reportable segment focused on rare earth magnet-related products and technologies. Following the Business Combination, our current operating activities are primarily conducted through the Korean Companies, with our near-term operating focus on rare earth magnet-related products and technologies. As our broader critical materials platform develops, including e-scrap recycling, battery recycling and related metals recovery activities, we expect to continue evaluating our segment presentation based on the manner in which management reviews operating results, allocates resources and assesses performance.

Our operating activities consist of the production and development of rare earth magnet materials and finished magnet products. These activities include rare earth metals, rare earth alloys, sintered magnets and bonded magnets. These products are used, or are expected to be used, in a range of high-performance and industrial applications, including automotive, aerospace, defense, industrial automation, consumer electronics and other advanced manufacturing end markets.

Our current operating business following the acquisition of the Korean Companies supports the Company’s strategy to participate across the rare earth magnet supply chain, from magnet-related materials and alloy production to bonded and sintered magnet manufacturing. Over time, the Company intends to expand these rare earth magnet-related operations beyond Korea, including through the development of a U.S. industrial campus designed to replicate and scale the Company’s Korean commercial capabilities in the United States. The planned U.S. expansion is expected to support the Company’s broader strategy of establishing a secure, reliable and U.S.-aligned supply chain for rare earth magnet materials and finished magnet products.

Our operating performance is affected by, among other things, customer demand, capacity utilization, production yields, availability and pricing of rare earth materials, customer qualification timelines, foreign currency movements, labor and energy costs, access to growth capital, timing of facility expansion, and our ability to expand production capacity and improve operating efficiency.

Components of Results of Operations

Revenues

The Company derives revenue from manufacturing and selling magnet and magnet materials. 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 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.

Selling, general and administrative expenses

Selling, general and administrative 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.

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Interest expense (income), net

Interest expense (income), net consists primarily of interest incurred on the Company’s debt obligations, including short-term debt, related-party debt, long-term debt, and assumed obligations in connection with the Business Combination, offset by interest earned on the Company’s notes receivable and other non-trade receivables, including related-party receivables.

Provision for credit losses

Provision for credit losses primarily consists of expected credit losses recognized on the Company’s financial assets, including notes receivable and other receivables.

Change in fair value of financial instruments

Change in fair value of financial instruments primarily consists of non-cash changes in the fair value of the Company’s financial instruments that are measured at fair value each reporting period.

Other expense (income)

Other expense (income) primarily consists of miscellaneous income and expense, amortization of accumulated actuarial loss, gain or loss on disposal of tangible assets, foreign currency transaction gains or losses, and other non-operating items.

Income taxes

Income taxes consist of current and deferred income tax expense or benefit recognized in the applicable period.

Results of Operations

The following table summarizes our results of operations for the following periods (dollars in thousands):

Three Months Ended June 30, 2026 

		2026				2025				$ Change				% Change
Revenues		$	1,636			$	—			$	1,636				NM
Cost of sales			(1,751	)			—				(1,751	)			NM
Gross loss			(115	)			—				(115	)			NM
Selling, general and administrative			(12,072	)			(2,900	)			(9,172	)			316.3	%
Operating loss			(12,187	)			(2,900	)			(9,287	)			320.2	%
Interest (expense) income, net			(821	)			525				(1,346	)			256.4	%
Other expense, net			(124	)			—				(124	)			NM
Provision for credit losses			—				(5,059	)			5,059				100.0	%
Change in fair value of financial instruments			1,671				(33,457	)			35,128				105.0	%
Loss on foreign currency			(500	)			—				(500	)			NM
Loss before income taxes			(11,961	)			(40,891	)			28,930				70.7	%
Income tax benefit			51				—				51				NM
Net loss		$	(11,910	)		$	(40,891	)		$	28,981				70.9	%

Six Months Ended June 30, 2026

		2026				2025				$ Change				% Change
Revenues		$	3,515			$	—			$	3,515				NM
Cost of sales			(3,186	)			—				(3,186	)			NM
Gross profit			329				—				329				NM
Selling, general and administrative			(28,171	)			(5,702	)			(22,469	)			394.1	%
Operating loss			(27,842	)			(5,702	)			(22,140	)			388.3	%
Interest (expense) income, net			(1,526	)			1,019				(2,545	)			249.8	%
Other income, net			1,171				250				921				368.4	%
Provision for credit losses			—				(5,529	)			5,529				100.0	%
Change in fair value of financial instruments			(423,556	)			(48,925	)			(374,631	)			765.7	%
Loss on foreign currency			(521	)			—				(521	)			NM
Loss before income taxes			(452,274	)			(58,887	)			(393,387	)			668.0	%
Income tax benefit			51				—				51				NM
Net loss		$	(452,223	)		$	(58,887	)		$	(393,336	)			668.0	%

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Revenues

Three Months Ended June 30, 2026 and 2025

Revenues were $1.6 million for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025, representing an increase of $1.6 million. The percentage change is not meaningful because the Company did not generate revenues during the prior-year period. The increase was primarily due to the Company’s acquisition of the Korean operating companies in connection with the Business Combination, which resulted in the Company recognizing product sales generated in Korea during the three months ended June 30, 2026.

Six Months Ended June 30, 2026 and 2025

Revenues were $3.5 million for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025, representing an increase of $3.5 million. The percentage change is not meaningful because the Company did not generate revenues during the prior-year period. The increase was primarily due to the Company’s acquisition of the Korean operating companies in connection with the Business Combination, which resulted in the Company recognizing product sales generated in Korea during the six months ended June 30, 2026.

Cost of sales

Three Months Ended June 30, 2026 and 2025

Cost of sales was $1.8 million for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025, representing an increase of $1.8 million. The percentage change is not meaningful because the Company did not incur cost of sales during the prior-year period. The increase was primarily attributable to the commencement of revenue-generating product sales activities through the Korean operating companies acquired in connection with the Business Combination.

Six Months Ended June 30, 2026 and 2025

Cost of sales was $3.2 million for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025, representing an increase of $3.2 million. The percentage change is not meaningful because the Company did not incur cost of sales during the prior-year period. The increase was primarily attributable to the commencement of revenue-generating product sales activities through the Korean operating companies acquired in connection with the Business Combination.

Selling, general and administrative expenses

Three Months Ended June 30, 2026 and 2025

Selling, general and administrative expenses were $12.1 million for the three months ended June 30, 2026, compared to $2.9 million for the three months ended June 30, 2025, representing an increase of $9.2 million, or 316.3%. The increase was primarily due to higher corporate, professional, transaction-related and public company costs incurred in connection with the Business Combination and post-combination operations, together with the inclusion of selling, general and administrative expenses of the Korean operating companies acquired in connection with the Business Combination.

Six Months Ended June 30, 2026 and 2025

Selling, general and administrative expenses were $28.2 million for the six months ended June 30, 2026, compared to $5.7 million for the six months ended June 30, 2025, representing an increase of $22.5 million, or 394.1%. The increase was primarily due to higher corporate, professional, transaction-related and public company costs incurred in connection with the Business Combination and post-combination operations, together with the inclusion of selling, general and administrative expenses of the Korean operating companies acquired in connection with the Business Combination.

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Operating loss

Three Months Ended June 30, 2026 and 2025

Operating loss was $12.2 million for the three months ended June 30, 2026, compared to $2.9 million for the three months ended June 30, 2025, representing an increase in operating loss of $9.3 million, or 320.2%. The increase was primarily attributable to the increase in selling, general and administrative expenses discussed above, together with a gross loss of approximately $0.1 million recognized during the three months ended June 30, 2026.

Six Months Ended June 30, 2026 and 2025

Operating loss was $27.8 million for the six months ended June 30, 2026, compared to $5.7 million for the six months ended June 30, 2025, representing an increase in operating loss of $22.1 million, or 388.3%. The increase was primarily attributable to the increase in selling, general and administrative expenses discussed above, partially offset by gross profit of approximately $0.3 million generated by the Korean operating companies during the six months ended June 30, 2026.

Other non-operating income and losses, net

Three Months Ended June 30, 2026 and 2025

Other non-operating income, net was $0.2 million for the three months ended June 30, 2026, compared to other non-operating loss, net of $38.0 million for the three months ended June 30, 2025, representing an improvement of approximately $38.2 million, or 100.6%. The improvement was primarily attributable to a $1.7 million gain from the change in fair value of financial instruments during the three months ended June 30, 2026, compared to a $33.5 million loss from the change in fair value of financial instruments and a $5.1 million provision for credit losses during the three months ended June 30, 2025. The improvement was partially offset by $0.8 million of net interest expense and a $0.5 million foreign currency loss during the three months ended June 30, 2026.

Six Months Ended June 30, 2026 and 2025

Other non-operating loss, net was $424.4 million for the six months ended June 30, 2026, compared to $53.2 million for the six months ended June 30, 2025, representing an increase in loss of approximately $371.2 million, or 698.0%. The increase was primarily attributable to a $423.6 million loss from changes in the fair value of financial instruments during the six months ended June 30, 2026, primarily associated with the July Investment Agreement Derivative and the CPU Share Allocation Obligations, compared to a $48.9 million loss from changes in the fair value of financial instruments during the six months ended June 30, 2025. The increase was also affected by $1.5 million of net interest expense and a $0.5 million foreign currency loss during the six months ended June 30, 2026, compared to $1.0 million of net interest income and no foreign currency loss during the six months ended June 30, 2025. These unfavorable changes were partially offset by the absence of the $5.5 million provision for credit losses recognized during the six months ended June 30, 2025.

Income tax benefit

Three Months Ended June 30, 2026 and 2025

The Company recognized an income tax benefit of approximately $0.1 million for the three months ended June 30, 2026, compared to no income tax expense or benefit for the three months ended June 30, 2025, representing an increase in income tax benefit of approximately $0.1 million. The percentage change is not meaningful because no income tax expense or benefit was recognized during the prior-year period.

Six Months Ended June 30, 2026 and 2025

The Company recognized an income tax benefit of approximately $0.1 million for the six months ended June 30, 2026, compared to no income tax expense or benefit for the six months ended June 30, 2025, representing an increase in income tax benefit of approximately $0.1 million. The percentage change is not meaningful because no income tax expense or benefit was recognized during the prior-year period.

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Segment Results of Operations

The Company operates as a single operating and reportable segment. Accordingly, the Company’s segment revenue and gross profit (loss) are the same as the corresponding consolidated amounts presented above.

Three Months Ended June 30, 2026 and 2025

in thousands		2026				2025				Change ($)				Change (%)
Revenue		$	1,636			$	—			$	1,636				NM
Gross profit (loss)		$	(115	)		$	—			$	(115	)			NM

For the three months ended June 30, 2026, segment revenue was $1.6 million, compared to $0 for the three months ended June 30, 2025, representing an increase of $1.6 million. The percentage change is not meaningful because the Company did not generate revenue in the prior-year period. The increase was primarily attributable to the inclusion of the Korean operating companies acquired in connection with the Business Combination.

The Company reported a segment gross loss of $0.1 million for the three months ended June 30, 2026, compared to no gross profit or loss for the three months ended June 30, 2025. The gross loss resulted from cost of sales of approximately $1.8 million exceeding revenue of approximately $1.6 million during the period.

Six Months Ended June 30, 2026 and 2025

in thousands		2026				2025				Change ($)				Change (%)
Revenue		$	3,515			$	—			$	3,515				NM
Gross profit (loss)		$	329			$	—			$	329				NM

For the six months ended June 30, 2026, segment revenue was $3.5 million, compared to $0 for the six months ended June 30, 2025, representing an increase of $3.5 million. The percentage change is not meaningful because the Company did not generate revenue in the prior-year period. The increase was primarily attributable to the inclusion of the Korean operating companies acquired in connection with the Business Combination.

The Company reported segment gross profit of $0.3 million for the six months ended June 30, 2026, compared to no gross profit or loss for the six months ended June 30, 2025. Gross profit for the 2026 period reflected revenue of approximately $3.5 million, partially offset by cost of sales of approximately $3.2 million.

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Liquidity and Going Concern

Overview

Following the completion of the Business Combination on January 5, 2026, the Company is focused on integrating and scaling the operations of its acquired Korean operating companies and executing its broader growth strategy. The Company’s current and future capital requirements are expected to include funding for working capital, feedstock and raw material purchases, capital expenditures, equipment purchases, integration activities, facility expansion, public company costs and other operating and strategic initiatives. The Company expects that additional financing will be required to support these activities and its planned growth. While there can be no assurances, the Company intends to seek additional capital through equity, debt, strategic financing or other financing arrangements. The Company may not be able to raise additional capital on terms acceptable to it or at all. If the Company is unable to obtain sufficient financing when needed, it may be required to delay, reduce or abandon certain operating or expansion initiatives, which could materially and adversely affect its business, results of operations and financial condition.

Historically, the Company’s primary sources of liquidity have included proceeds from the issuance of convertible preferred units and, more recently, debt financing, including the issuance of convertible debentures. The Company reported a net loss of $452.2 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an aggregate cash balance of $5.3 million and a net working capital deficit of $78.8 million. These are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from issuance of the unaudited condensed consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon its ability to manage operating expenditures, fund its working capital and other obligations, obtain additional financing when needed and improve the operating performance of its businesses.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date the unaudited condensed consolidated financial statements were available to be issued. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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. Our liquidity as of June 30, 2026, and December 31, 2025, is as follows (dollars in thousands):

		June 30, 2026				December 31, 2025
Cash and cash equivalents		$	5,254			$	11,685
Restricted cash included in cash and cash equivalents		$	33				—
Working capital deficit, excluding cash, cash equivalents and restricted cash		$	(84,022	)		$	(675,818	)
Accumulated deficit		$	(1,131,031	)		$	(678,807	)

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Restricted cash was $33 thousand as of June 30, 2026 and December 31, 2025. The Company’s total working capital deficit, including cash and cash equivalents, was $78.8 million as of June 30, 2026.

The Business Combination did not include significant external financing at closing, and management is actively pursuing additional sources of capital, including equity and strategic financing arrangements, to support the Company’s operations and growth initiatives.

The Business Combination provided the Company with access to the public capital markets and established EM&T as a Nasdaq-listed public company. However, the transaction did not result in significant cash proceeds at closing. Accordingly, our liquidity following the Business Combination continues to depend on our ability to manage operating expenditures, fund working capital needs, service existing indebtedness, and raise additional capital through equity, debt, strategic financing or other arrangements. There can be no assurance that such financing will be available on acceptable terms, or at all.

On May 7, 2026, the Company entered into a Securities Purchase Agreement with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell convertible debentures in an aggregate principal amount of up to $100.0 million. The Company issued the first convertible debenture in the principal amount of $20.0 million on May 7, 2026. A second convertible debenture in the principal amount of $5,775,000 was issued upon effectiveness of a resale registration statement on Form S-1 on July 10, 2026, and up to an additional $74.2 million in convertible debentures may be purchased in subsequent tranches from time to time upon the mutual agreement of the Company and Yorkville.

On May 13, 2026, the Company entered into binding purchase orders with ULVAC Korea, Ltd., a subsidiary of ULVAC, Inc., for the purchase of thirteen high-performance rare earth sintered magnet manufacturing machines.

On May 29, 2026, the Company entered into an agreement with Senri Trading Co., Ltd. (“Senri”) to purchase bulk quantities of NdPr metal supplied by SRE Vietnam (“SRE”), a wholly owned subsidiary of Tokai Trading Co., Ltd. The agreement is intended to provide the Company with a non-China source of NdPr metal to support the planned expansion of its rare earth magnet production. Subsequent to June 30, 2026, the Company received an initial shipment of 4 metric tons of NdPr metal from SRE on July 22, 2026. As deliveries under the agreement scale in connection with the Company’s planned production expansion, purchases of NdPr metal are expected to require additional working capital and therefore represent an additional consideration in the Company’s ongoing liquidity and capital requirements.

In May and June 2026, NS World extended four existing IBK loan facilities totaling KRW 1.044 billion. Three facilities totaling KRW 644 million were extended on May 22, 2026 and one facility totaling KRW 400 million was extended on June 5, 2026, with maturities extended through May and June 2027, respectively.

Cash flows

The following table summarizes our cash flows from operating, investing and financing activities for the following periods (dollars in thousands):

		Six Months Ended June 30, 2026				Six Months Ended June 30, 2025				Change ($)				Change (%)
Net cash used in operating activities		$	(14,818	)		$	(4,462	)		$	(10,356	)			232.1	%
Net cash used in investing activities			(7,365	)			(561	)			(6,804	)			1,212.8	%
Net cash provided by financing activities			16,443				4,022				12,421				308.8	%
Net decrease in cash and cash equivalents and restricted cash (1)		$	(6,432	)		$	(1,001	)		$	(5,431	)			542.6	%

(1) June 30, 2026 figures includes immaterial effect of exchange rate changes on cash and cash equivalents, and restricted cash

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Net cash flows used in operating activities

For the six months ended June 30, 2026, net cash used in operating activities was $14.8 million, as compared to $4.5 million for the six months ended June 30, 2025, representing an increase in cash used in operating activities of $10.3 million. The increase was primarily attributable to higher operating expenditures following the Business Combination and the inclusion of the Korean operating companies, together with changes in operating assets and liabilities. The Company’s $452.2 million net loss for the six months ended June 30, 2026 included substantial non-cash fair value adjustments, including $190.5 million and $234.7 million of losses related to changes in the fair value of the CPU Share Allocation Obligations and July Investment Agreement Derivative, respectively, partially offset by a $1.7 million gain from the change in fair value of the convertible debentures. Accordingly, these fair value changes did not result in corresponding operating cash outflows during the period.

Net cash flows used in investing activities

For the six months ended June 30, 2026, net cash used in investing activities was $7.4 million, as compared to net cash used in investing activities of $0.6 million for the six months ended June 30, 2025, representing an increase in cash used in investing activities of approximately $6.8 million. The increase in cash used in investing activities was primarily attributable to $7.7 million of purchases of property, plant and equipment, $0.7 million of issuances of notes receivable, and $0.4 million of payments related to the acquisition of a business during the six months ended June 30, 2026, partially offset by $1.4 million of net cash acquired in connection with the Business Combination. During the six months ended June 30, 2025, investing cash flows primarily consisted of $0.8 million of issuances of notes receivable, partially offset by $0.2 million of proceeds from notes receivable. 

Net cash flows provided by financing activities

For the six months ended June 30, 2026, net cash provided by financing activities was $16.4 million, as compared to $4.0 million for the six months ended June 30, 2025, representing an increase of $12.4 million. Financing cash inflows during the six months ended June 30, 2026 primarily included $19.4 million of proceeds from issuance of the convertible debentures and $1.7 million of proceeds from short-term debt. These inflows were partially offset by $1.4 million of repayments of short-term debt, $0.6 million of repayments of the current portion of long-term debt, $1.4 million of constructive disbursements to a related party, $0.9 million of payments for appraisal rights, $0.4 million of repayments of short-term debt to the Sponsor, and other financing-related payments. During the six months ended June 30, 2025, financing activities included $7.1 million of proceeds from the issuance of convertible preferred units.

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 January 2026, the Company completed the Business Combinations. This event legally obligates the Company to repurchase the Appraisal Shares in accordance with the terms above. The payment amount was approximately $48.2 million as of the closing of the share exchange transaction and continues to accrue statutory interest until the actual payment date. Because the appraisal rights obligation is denominated in Korean Won, the U.S. dollar carrying amount of the liability is affected by changes in the USD/KRW exchange rate. As a result of changes in the exchange rate between the closing date and June 30, 2026, the U.S. dollar-equivalent carrying amount of the liability decreased from the initial obligation amount. As of June 30, 2026, a liability of $45.1 million was recorded in non-trade accounts payable on the condensed consolidated balance sheets.

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Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of June 30, 2026 (in thousands):

			2026(3)				2027				2028				2029				Thereafter				Total
Operating lease(1)		$	2			$	10			$	1			$	-			$	-			$	13
Finance lease(1)		$	49			$	58			$	25			$	14			$	5			$	149
Debt obligations(2)		$	237			$	1,309			$	754			$	550			$	707			$	3,557
ULVAC equipment purchase obligations(4)		$	15,851			$	-			$	-			$	-			$	-			$	15,851
Dissenting shareholder appraisal rights(5)		$	45,135			$	-			$	-			$	-			$	-			$	45,135
Convertible debenture obligations(6)		$	-			$	20,000			$	-			$	-			$	-			$	20,000
Convertible promissory notes(7)		$	2,296			$	-			$	-			$	-			$	-			$	2,296
Total		$	63,570			$	21,377			$	780			$	564			$	711			$	87,002

(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.

(3) Represents the period July 1, 2026 through December 31, 2026.

(4) Represents approximately $15.9 million of contractual commitments under equipment supply contracts with ULVAC Korea, Ltd. as of June 30, 2026.

(5) Represents approximately $45.1 million of obligations related to dissenting shareholder appraisal rights as of June 30, 2026. The obligation continues to accrue statutory interest until paid.

(6) Represents the $20.0 million principal amount outstanding under the Company’s convertible debenture issued to YA II PN, Ltd. (“Yorkville”) as of June 30, 2026. The debenture matures on November 7, 2027, subject to conversion, earlier repayment or extension in accordance with its terms.

(7) Represents approximately $2.3 million outstanding under convertible promissory notes assumed in connection with the Business Combination. The notes became due upon consummation of the Business Combination and remained outstanding as of June 30, 2026.

As of June 30, 2026, our contractual obligations and commitments increased materially from December 31, 2025, primarily due to approximately $15.9 million of equipment purchase commitments with ULVAC Korea, Ltd., approximately $45.1 million of obligations related to dissenting shareholder appraisal rights, and $20.0 million of principal outstanding under the Company’s convertible debenture issued to Yorkville.

Issuance of Note Receivables and Note Receivables — Related Party

During 2025 and 2026, the Company entered into unsecured promissory notes with the Sponsor in the amounts of $1.1 million and $0 million, respectively (the “WTMA Sponsor Notes”). The WTMA Sponsor Notes are non-interest bearing and mature on the earlier of the (a) Closing or (b) liquidation of WTMA.

In connection with the Business Combination, the Company effectively settled a preexisting relationship with WTMA through its prior note receivable. As of December 31, 2025, $1.2 million was included in non-trade accounts receivable related to loans made to WTMA. As of the Closing Date, the loan receivable amount was $2.7 million. In connection with the settlement of the preexisting relationship, the Company recognized a gain of $1.2 million included in other income (expense), net, due to the difference between the Company’s carrying value of the notes and the settlement amount recorded by WTMA.

During 2026, the Company advanced approximately $0.5 million to David Wilcox, the Company’s sole managing and voting member prior to the Business Combination and majority shareholder following the Business Combination, pursuant to an unsecured, non-interest-bearing promissory note arrangement (the “2026 Related Party Advances”). The advances were used to fund EMT Asia Co., Ltd., a related-party entity wholly owned by Mr. Wilcox, including certain transaction-related costs, professional fees, operational support activities, business development expenditures, organizational expenses, and other expenditures incurred in furtherance of the Company’s business activities and strategic objectives.

As described in Note 17 – Related Party Transactions to the Company’s unaudited condensed consolidated financial statements for the six months ended June 30, 2026, management determined that the 2026 Related Party Advances should be accounted for as equity transactions and presented as a reduction to additional paid-in capital, rather than as a note receivable or non-trade accounts receivable — related party. In addition, certain expenses incurred by EMT Asia on behalf of the Company were recognized as expenses of the Company in the appropriate periods. Accordingly, as of June 30, 2026, no balance related to the 2026 Related Party Advances was included in non-trade accounts receivable — related parties on the Company’s condensed consolidated balance sheets.

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Off Balance Sheet Arrangements

The Company has evaluated its relationship with EMT Asia Co., Ltd. (“EMT Asia”), an entity owned and controlled by the Company’s majority shareholder, and determined that EMT Asia is a variable interest entity (“VIE”). The Company is not the primary beneficiary of EMT Asia because it does not have the power to direct the activities of EMT Asia that most significantly impact its economic performance. Accordingly, EMT Asia is not consolidated in the Company’s unaudited condensed consolidated financial statements.

During the three and six months ended June 30, 2026, EMT Asia incurred certain operating and acquisition-related expenditures on behalf of the Company that were funded through the Shareholder Loan Advances. Such expenditures were recognized as selling, general and administrative expenses of the Company, with corresponding adjustments to additional paid-in capital. The Company’s maximum exposure to loss from its involvement with EMT Asia is approximately $2.8 million, representing cumulative distributions made to EMT Asia, and the carrying amount of the Company’s interest in EMT Asia is de minimis. As of June 30, 2026, the Company’s general relationship and direct economic exposure with EMT Asia remained unchanged.

Other than the foregoing, the Company did not have any material off-balance sheet arrangements as of June 30, 2026.

Critical Accounting Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the amounts reported. Our significant accounting policies are described in Note 2 - Summary of Significant Accounting Policies of the accompanying Notes to Unaudited Condensed Consolidated Financial Statements of the Company in Part I, Item 1 of this Form 10-Q. 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. During the six months ended June 30, 2026, the only significant changes to our critical accounting estimates are as follows:

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. The accompanying unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of the Company’s management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with GAAP. References to GAAP issued by the FASB in the accompanying notes to the unaudited condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The accompanying unaudited condensed consolidated financial statements are presented in US dollars and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Business Combination

The accounting for business combinations is considered a critical accounting estimate because it requires management to make significant judgments in determining the fair values of assets acquired and liabilities assumed, including identifiable intangible assets and goodwill, in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. These estimates involve the use of complex valuation techniques and assumptions that are inherently uncertain, and changes in these assumptions could have a material impact on the Company’s unaudited condensed consolidated financial statements. The purchase price allocation required management to estimate the fair values of acquired tangible and intangible assets and assumed liabilities as of the acquisition date. Significant assumptions used in these valuations included projected future cash flows, discount rates, and growth rates. Management believes these assumptions were reasonable based on information available at the time; however, actual results may differ from these estimates. Changes in key assumptions could affect the recorded amounts of acquired assets and liabilities and future results of operations through amortization expense or impairment charges. Goodwill arising from business combinations is not amortized but is tested for impairment at least annually or upon the occurrence of triggering events, and adverse changes in market conditions, integration results, or operating performance could increase the likelihood of a future goodwill impairment that could be material to the Company’s financial position and results of operations.

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Convertible Preferred Unit

EM Convertible Preferred Units consist of preferred units issued with either (i) an option to convert into New EM Common Stock at the option of the holders or (ii) automatic conversion into New EM Common Stock ninety days after closing of the Business Combination. The EM Convertible Preferred Units are accounted for as permanent equity in the scope of ASC 815, “Derivatives and Hedging” (“ASC 815”) and recorded at fair value which is representative of the proceeds received.

Fair Value of Financial Instruments and Derivative Liabilities

Certain agreements the Company entered into either require the Company to issue or provide the Company the option to issue a variable number of shares of New EM Common Stock to certain investors and vendors. The Company applies ASC 480, “Distinguishing Liabilities and Equity” (“ASC 480”), ASC 815, and ASC 718, “Compensation — Stock Compensation” (“ASC 718”) in its evaluation of the terms of each agreement. In addition, for certain eligible financial instruments, the Company may elect the fair value option under ASC 825, “Financial Instruments” (“ASC 825”).

Financial instruments that were identified in each agreement and 

● meet the criteria to be accounted for as a liability in accordance with ASC 480 were reported at fair value at issuance and re-measured to fair value each reporting period with changes in the estimated fair value of the liability recognized as a non-cash gain or loss on the accompanying consolidated statements of operations;

● do not meet the criteria to be accounted for as a liability in accordance with ASC 480 and do not meet the criteria to be accounted for as equity in accordance with ASC 815 are accounted for as a liability and were reported at fair value at issuance and re-measured to fair value each reporting period with changes in the estimated fair value of the liability recognized as a non-cash gain or loss on the accompanying consolidated statements of operations;

● meet the criteria of a liability-classified share-based payment transaction in accordance with ASC 718 were measured based on the fair value of the transaction on the date of grant and remeasured to fair value each reporting period until settlement;

● for which the Company elects the fair value option under ASC 825 are measured at fair value at each reporting date. For financial liabilities accounted for under the fair value option, the portion of the change in fair value attributable to changes in the Company’s own credit risk is recognized in other comprehensive income, while the remaining change in fair value is recognized in the consolidated statements of operations. The fair value option is elected on an instrument-by-instrument basis and, once elected, is irrevocable.

Agreements where multiple financial instruments are identified that would individually warrant separate accounting as a derivative instrument are bundled together as a single, compound embedded derivative that is bifurcated and accounted for separately from the host contract in accordance with ASC 815.

The Company elected the fair value option under ASC 825 for the Convertible Debentures issued to YA II PN, Ltd. (“Yorkville”). Accordingly, the Convertible Debentures are remeasured to fair value at each reporting date. As of June 30, 2026, the fair value of the Convertible Debentures was $17.4 million. During the six months ended June 30, 2026, the decrease in fair value included approximately $1.7 million attributable to changes in the Company’s stock price and other valuation inputs, which was recognized in the consolidated statements of operations, and approximately $0.3 million attributable to changes in the Company’s instrument-specific credit risk, which was recognized in other comprehensive income.

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.

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer/Chief Operating Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Certifying Officers concluded that as of June 30, 2026, our disclosure controls and procedures were not effective.

Based on the evaluation, 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 management identified material weaknesses resulting from not employing sufficient accounting resources with appropriate experience and technical expertise to effectively execute controls over certain accounting areas and a lack of review and segregation of duties for manual journal entries for cash and treasury management and purchase-to-pay processes; 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.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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 June 30, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

21

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

On April 23, 2026, Jones Day filed a complaint against Evolution Metals LLC (“EM”), a Delaware limited liability company and a wholly owned subsidiary of the Company, in the Superior Court of Fulton County, State of Georgia, Civil Action No. 26CV005969. The complaint alleges claims for breach of contract, account stated, open account and attorneys’ fees arising from legal services allegedly provided by Jones Day to EM in connection with the Business Combination. Jones Day is seeking damages in the amount of approximately $3.9 million, plus prejudgment interest, attorneys’ fees, costs and expenses of collection, and such other relief as the court deems appropriate. The Company is currently evaluating the complaint and has not yet filed a formal response.  The Company intends to vigorously defend itself in this matter. At this time, the Company is unable to predict the ultimate outcome of the proceeding or reasonably estimate the amount of any potential loss, if any.

Other than the foregoing, we are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting us, or our common stock, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

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. You should carefully consider the risk factors we previously disclosed in the 2025 Annual Report. These risks could materially and adversely affect our business, financial condition, results of operations, and cash flows. However, these risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations, and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Convertible Debentures and Conversion Shares

On May 7, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to Yorkville 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. A second Convertible Debenture in the principal amount of $5,775,000 was issued on July 14, 2026 upon effectiveness of a resale registration statement on Form S-1 on July 10, 2026. The Company intends to use the proceeds from the Securities Purchase Agreement for general corporate purposes, including supporting the expansion of its operations and development initiatives.

The issuance of the Convertible Debentures and the Conversion Shares will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debentures and the Conversion Shares will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

Share Issuances to Advisors, Consultants and Marketing Service Providers

Subsequent to March 31, 2026, the Company entered into certain advisory, consulting, marketing and related services agreements and amendments pursuant to which the Company issued or agreed to issue an aggregate of 674,768 shares of its common stock, par value $0.0001 per share, of which 650,189 shares have been issued as of August 17, 2026, as compensation for services rendered or to be rendered to the Company. The shares include issuances or agreed issuances to certain advisors, consultants and marketing service providers, including for capital markets advisory services, shareholder base expansion and marketing services, and sourcing and origination services related to rare earth magnets and related critical materials derived from end-of-life electronic scrap components. The Company did not receive any cash proceeds from these issuances or agreed issuances. The shares have been or will be issued in exempt private transactions as compensation for services. The issuances were made, or are expected to be made, in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) None.

(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 six months ended June 30, 2026 (each as defined in Item 408 of Regulation S-K under the Exchange Act).

22

Item 6. Exhibits

Exhibit No.		Exhibit Description
4.1		First Closing Debenture (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 11, 2026).
4.2		Form of Convertible Debenture (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 11, 2026).
10.1		Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 11, 2026).
10.2		Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 11, 2026).
10.3		Guaranty and Security Agreement (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on May 11, 2026).
10.4#		Equipment Supply Contract No. W20260330-001-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.5#		Equipment Supply Contract No. W20260330-003-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.6#		Equipment Supply Contract No. W20260330-004-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.7#		Equipment Supply Contract No. W20260330-005-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.8#		Equipment Supply Contract No. W20260330-006-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.9#		Equipment Supply Contract No. W20260330-007-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.10#		Equipment Supply Contract No. W20260330-008-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
10.11#		Equipment Supply Contract No. W20260330-009-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026 (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on May 14, 2026).
31.1*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
31.2*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
32.1**		Certification Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

# Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Evolution Metals & Technologies Corp.
Date: August 17, 2026	By:	/s/ Suk Jin Moon
		Suk Jin Moon
		Chief Executive Officer
		(Principal Executive Officer)
Date: August 17, 2026	By:	/s/ Christopher Clower
		Christopher Clower
		Chief Financial Officer and Chief Operating Officer
		(Principal Financial and Accounting Officer)

24

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