Evolution Metals & Technologies Corp. Commitments Disclosure

Note 6 — Commitments and Contingencies

 

Registration Rights

 

The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions. On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $2,276,860 to the Company. In February 2022, the remaining portion of the underwriters’ Over-allotment option expired.

 

The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $1,545,537 in the aggregate. In addition, $0.35 per Unit, or $2,704,690 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement.

 

Merger Agreement

 

On April 1, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub and EM.

 

The Merger

 

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:

 

	(i)	Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM being the surviving corporation in the Merger.
	(ii)	The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company.
	(iii)	The Company will immediately be renamed Evolution Metals & Technologies Corp. (“New EM”)

 

On November 6, 2024, the Company entered into an Amended and Restated Agreement and Plan of Merger amended and restated the April 1, 2024 Merger Agreement.

CMR Merger Agreement

 

On February 10, 2025, as part of the series of transactions contemplated by the Business Combination, the Company entered into an Agreement and Plan of Merger (the “CMR Merger Agreement”), by and among the Company, Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”), and the other parties thereto, pursuant to which CMR will be merged out of existence and into a wholly owned subsidiary of the Company.

 

Pursuant to the CMR Merger Agreement, the sole shareholder of CMR shall receive (A) 22,500,000 shares of New EM common stock, (B) cash in an amount of $125,000,000 and (C) cash in an amount up to $50,000,000 to be used to repay CMR’s indebtedness.

 

The CMR Merger Agreement contains customary representations and warranties by the parties. Certain of the representations are subject to specified exceptions and qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR Merger Agreement.

 

The closing of the CMR Merger Agreement is subject to the closing of the other transactions that are part of the Business Combination and other customary closing conditions. The consummation of the other transactions that are part of the Business Combination are conditioned on the consummation of the transactions contemplated by the CMR Merger Agreement.

 

Under the terms of the Amended and Restated Merger Agreement dated March 31, 2025, regarding the acquisition of CMR Merger Agreement, as previously filed in the Registration Statement on Form S-4, the CMR Merger Agreement may be terminated in the event the business combination does not close by June 30, 2025. On July 3, 2025, the CMR Merger Agreement was terminated.

 

Amendment No. 1 to Merger Agreement

 

On November 11, 2024, the Company entered into an Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 1”), the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

 

Amendment No. 1 amended and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part of the Business Combination.

 

Amendment No. 2 to Merger Agreement

 

On February 10, 2025, the Company entered into Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 2”), which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

 

Amendment No. 2 amended and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be received by Korea NewCo and US NewCo in connection with the transactions contemplated by the Merger Agreement. Further, Amendment No. 2 amended and restated certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist of six directors, which shall initially include six director nominees designated by EM and reasonably acceptable to the Company, insofar as those nominees are elected to the New EM board of directors. Finally, Amendment No. 2 replaced the form of the Amended and Restated Certificate of Incorporation to be filed immediately following the Effective Time with the form attached as Exhibit A to Amendment No. 2.

Amendment No. 3 to Merger Agreement

 

On March 31, 2025, the Company entered into Amendment No. 3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 3”), which amended the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

 

Amendment No. 4 to Merger Agreement

 

On June 11, 2025, the Company entered into an Amendment No. 4 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 4”), by and among the Company, the Company’s Merger Subsidiary LLC (“Merger Sub”), and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.

 

Amendment No. 5 to Merger Agreement

 

On July 21, 2025, the Company entered into an Amendment No. 5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No. 5”), by and among the Company, the Company’s Merger Subsidiary LLC, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding the acquisition of Critical Mineral Recovery, Inc. and removing references to certain precedent step transactions related thereto.

 

Amendment No. 6 to Merger Agreement

 

On January 5, 2026, the Company entered into Amendment No. 6 to the Amended and Restated Agreement and Plan of Merger (the “Amendment No. 6”), which amended the Amended and Restated Agreement and Plan of Merger, dated as of January 5, 2026, by among other things, amended the recitals of the Merger Agreement, as well as certain definitions under the Merger Agreement, and also updated the list of minority equityholders.

 

On January 5, 2026, the Company entered into that certain Agreement and Plan of Merger, dated as of January 5, 2026, by and among the Company, EM, NewCo, Inc., a Delaware corporation (“NewCo”), and William David Wilcox Jr., as the sole stockholder of NewCo, as it may be amended or supplemented from time to time (the “Step 7 Merger Agreement”), pursuant to which Merger Sub will merge with and into NewCo (the Step 7 Merger), on the terms and subject to the conditions set forth in the Step 7 Merger Agreement, with NewCo continuing as the surviving corporation in the Step 7 Merger. Thereafter, on January 5, 2026, Merger Sub merged with and into EM, with EM surviving the Step 8 Merger as a wholly owned subsidiary of the Company. On the Closing Date, pursuant to the Business Combination, the Company changed its name to Evolution Metals& Technologies Corp.

 

Ancillary Agreements

 

Company Equityholder Support and Lock-up Agreement

 

As a condition and inducement to the Company’s willingness to enter into the Merger Agreement, William David Wilcox Jr. (the “Company Equityholder”) executed and delivered to the Company a Support and Lock-up Agreement (the “Company Equityholder Support and Lock-Up Agreement”), dated as of November 6, 2024, by and among the Company Equityholder, the Company, the Sponsor, and the Company Minority Equity holders. Pursuant to the Company Equityholder Support and Lock-up Agreement, the Company Equityholder has agreed, among other things, (i) to vote in favor of the adoption and approval, promptly following the time at which the registration statement on Form S-4 shall have been declared effective and delivered or otherwise made available to the Company’s stockholders, of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any Subject Shares (as defined in the Company Equityholder Support and Lock-Up Agreement) until such time to be mutually agreed by the parties after the Closing Date subject to the terms and conditions of the Company Equityholder Support and Lock-up Agreement.

Sponsor Support and Lock-Up Agreement

 

As a condition and inducement to EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM a Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up Agreement”), dated as of November 6, 2024, by and among the Sponsor, the Company, EM and the persons set forth on Schedule I thereto. Pursuant to the Sponsor Support and Lock-Up Agreement, the Sponsor agreed, among other things, (i) to vote (whether pursuant to a duly convened meeting of the stockholders of the Company or pursuant to an action by written consent of the stockholders of the Company) in favor of the adoption and approval, promptly following the time at which the registration statement on Form S-4 shall have been declared effective and delivered or otherwise made available to the Company’s stockholders, of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of the Company’s common stock until such time to be mutually agreed by the parties thereto after the Closing subject to the terms and conditions of the Sponsor Support and Lock-up Agreement.

 

Service Provider Agreements

 

From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

 

Backstop Agreement

 

On May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guaranteed any deficiency of restricted cash which may have existed as of December 31, 2025 and 2024, and agreed to advance funds as needed to remedy any such deficiency.

 

Non-redemption Agreement

 

On September 27, 2023 and September 29, 2023, the Sponsor entered into Non-Redemption Agreements with various stockholders of the Company pursuant to which these stockholders committed not to redeem their redeemable shares in connection with the special meeting held on September 29, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 2,432,185 shares of redeemable common stock. In consideration of this agreement, the Sponsor agreed to cause the surviving entity (“MergeCo”) of any future initial Business Combination to issue to such shareholders a certain number of additional ordinary shares of MergeCo immediately following the consummation of an initial Business Combination, if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on September 29, 2023.

 

On June 28, 2024, the Sponsor and the Company entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially the same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company at the special meeting held on June 28, 2024. In exchange for the foregoing commitment not to redeem such shares, the Sponsor agreed to cause MergeCo to issue to such Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial Business Combination if they continue to hold such Non-Redeemed Shares through the special stockholder meeting held on June 28, 2024.

On June 20, 2025 and June 23, 2025, in connection with the Extension Special Meeting, the Sponsor and the Company entered into Non-Redemption Agreements with several unaffiliated third-party holders of the Company’s common stock (the “Investors”) on substantially the same terms in exchange for their agreement to not redeem up to an aggregate of 704,097 shares of the Company’s common stock (the “Non-Redeemed Shares”) in connection with the Extension Special Meeting. In exchange for the foregoing commitment not to redeem such shares, the Sponsor and the Company have agreed to cause the surviving entity (“MergeCo”) of any future the Company initial business combination to issue to the Investors up to an aggregate of 35,205 ordinary shares of MergeCo immediately following the consummation of an initial business combination if the Investors continue to hold such Non-Redeemed Shares through the Extension Special Meeting held on June 26, 2025.

 

The Non-Redemption Agreements shall terminate on the earlier of (i) the failure of the Company’s stockholders to approve the Extension at the Extension Special Meeting, (ii) the Company’s determination not to proceed with the Extension, (iii) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties or (vi) if the applicable Investor exercises its redemption rights with respect to any Non-Redeemed Shares in connection with the Extension Special Meeting and such Non-Redeemed Shares are actually redeemed.

 

On June 26, 2025, the Company held the Extension Special Meeting and the Extension was approved by stockholders. The Investors subject to the Non-Redemption Agreements did not redeem their Non-Redeemed Shares in connection with the Extension Special Meeting. Following the Extension Special Meeting, the obligations of the parties under the Non-Redemption Agreements were fulfilled in accordance with their terms, and such agreements terminated.

 

Advisory Agreement

 

On September 8, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) to provide various advisory services related to extension and closing a transaction. The Company shall make a payment to CCM if the following conditions are met (i) the Extension is approved, (ii) the Extension is for at least six months, (iii) a minimum of $25,000,000 remains in the Trust Account immediately following the Extension and (iv) no more than 500,000 shares of the Company were transferred to non-affiliate holders of the Company’s founder shares or Target’s equity in connection with the Extension. CCM shall receive 100,000 shares of common stock or equivalent equity of the publicly listed post-business combination company (the “Post-Closing Company”) (the “Fee Shares”), which Fee Shares shall be issued at the closing of the Business Combination in book entry form in the name of and delivered to CCM (or its designee). The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and non-assessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the fee shares.

 

On June 21, 2024, the Company engaged J.V.B. Financial Group, LLC, acting through CCM to act as the Company’s capital markets advisor and placement agent in connection with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed Post-Closing Company. The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension is for at least 12 months, (iii) a minimum of $10,000,000 remains in the Trust Account immediately following the extension and (iv) no more than 450,000 shares of the Post-Closing Company were committed to be issued to non-affiliate holders of the Company’s shares in connection with the extension, CCM shall receive 100,000 Fee Shares, which Fee Shares shall be issued at the closing of the Business Combination in book entry form in the name of and delivered to CCM (or its designee). The Fee Shares, if issued, shall be duly authorized, validly issued, fully paid and nonassessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the Fee Shares.

On June 20, 2025, the Company engaged J.V.B. Financial Group, LLC, acting through CCM to act as the Company’s capital markets advisor and placement agent in connection with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed Post-Closing Company. The Company shall make a payment to CCM if the following conditions are met (i) the extension is approved, (ii) the extension is for at least three months, (iii) a minimum of $4,500,000 remains in the Trust Account immediately following the extension and (iv) no more than 25,000 shares of the Company were transferred to non-affiliate holders of the Company’s founder shares or Target’s equity in connection with the extension, CCM shall receive 15,000 of the Post-Closing Company, which Fee Shares shall be issued at the closing of the Business Combination, in book entry form in the name of, and delivered to, CCM (or its designee). The Fee Shares shall be duly authorized, validly issued, fully paid and non-assessable as of the delivery of the Fee Shares.

 

On June 26, 2025, the Company’s stockholders approved the Extension at the Extension Special Meeting, extending the date by which the Company must complete an initial business combination by three months. Following the Extension, and after giving effect to the redemptions elected in connection with the Extension Special Meeting, the Trust Account held approximately $6.4 million; such redemption is settled on July 7, 2025. The number of founder or target equity shares transferred to non-affiliate holders in connection with the extension was within the contractual limits set forth in the engagement agreement with J.V.B. Financial Group, LLC, acting through CCM. As a result, the conditions to the issuance of the 15,000 Fee Shares to CCM were satisfied, subject to the closing of the Company’s initial business combination. Such Fee Shares will be issued in book-entry form upon the consummation of the initial business combination.

 

On October 29, 2025, the Company engaged SKN Finance LTD (“SKN”), as its financial advisor and marketing agent in connection with its proposed business combination with EM and the listing of the Company’s shares on NASDAQ. In consideration of the Services, the Company shall pay SKN upon upon the closing of the Business Combination an equity fee of 300,000 of the Company’s listed shares, to be included in the next resale registration statement or pursuant to Rule 144, whichever occurs earlier.

 

On October 29, 2025, the Company engaged Laura Anthony (“LA”), as its financial advisor and marketing agent in connection with its proposed business combination with EM and the listing of the Company’s shares on NASDAQ. In consideration of the Services, the Company shall pay LA upon the closing of the Business Combination an equity fee of 15,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Common Stock shall be subject to the registration rights agreement entered into by and between the Parties on the date hereof (the “Registration Rights Agreement”).