Overview
- TickerEMAT on Nasdaq1
- IndustryMiscellaneous Electrical Machinery, Equipment & Supplies1
- HeadquartersMiami, Florida1
- Incorporated inDE2
- Business address4040 Ne 2Nd Ave, Suite 349, Miami, Fl 331372
- Filer category, Emerging growth company2
- Legal formCorporation
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(the “Merger”). In connection with the Closing, WTMA changed its name to Evolution Metals & Technologies Corp. (“EM&T”).3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| General and administrative | $1.9M | $1.4M |
| Franchise tax | $92.4K | $154.8K |
| Loss from operations | -$2.0M | -$1.6M |
| Interest income from restricted cash held in trust account | $276.6K | $808.9K |
| Reversal of prior year interest and penalties on excise tax liability | $13.5K | |
| Other income | $290.1K | $808.9K |
| Loss before provision for income taxes | -$1.8M | -$774.0K |
| Provision for income taxes | -$38.7K | -$126.0K |
| Net loss | -$1.8M | -$899.9K |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash | $4.0K | $1.2K | |||
| Prepaid taxes | $141.2K | $14.1K | |||
| Total current assets | $145.2K | $15.3K | |||
| Restricted cash held in trust account | $6.5M | $12.3M | |||
| TOTAL ASSETS | $6.6M | $12.3M | |||
| Accounts payable and accrued expenses | $3.6M | $2.9M | |||
| Income taxes payable | $186.6K | $126.0K | |||
| Excise tax payable and interest and penalties | $719.1K | ||||
| Working capital loans related party | $2.9M | $1.7M | |||
| Total current liabilities | $9.5M | $8.2M | |||
| Deferred underwriting fee payable | $2.7M | $2.7M | |||
| TOTAL LIABILITIES | $12.2M | $10.9M | |||
| Common Stock subject to possible redemption, $0.0001 par value, 564,337 shares at redemption value of $11.34 per share at December 31, 2025 and 1,082,789 shares at redemption value of $11.22 per share at December 31, 2024, respectively | $6.4M | $12.1M | |||
| Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,283,976 shares issued and outstanding at December 31, 2025 and 2024 (excluding 564,337 shares at December 31, 2025 and 1,082,789 shares at December 31, 2024 subject to redemption) | $228 | $228 | |||
| Accumulated deficit | -$12.0M | -$10.8M | |||
| TOTAL STOCKHOLDERS DEFICIT | -$12.0M | -$10.8M | -$9.3M | ||
| TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS DEFICIT | $6.6M | $12.3M | |||
| Common stock subject to possible redemption, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Common stock subject to possible redemption, shares at redemption value (in Shares) | 564.3K shares | 1.1M shares | |||
| Common stock subject to possible redemption, per share (in Dollars per share) | $11.34 | $11.38 | $11.31 | $11.22 | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Preferred stock, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |||
| Preferred stock, shares issued (in Shares) | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding (in Shares) | 0 shares | 0 shares | |||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Common stock, shares authorized (in Shares) | 100.0M shares | 100.0M shares | |||
| Common stock, shares issued (in Shares) | 2.3M shares | 2.3M shares | |||
| Common stock, shares outstanding (in Shares) | 2.3M shares | 2.3M shares |
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash | $4.0K | $1.2K | |||
| Prepaid taxes | $141.2K | $14.1K | |||
| Total current assets | $145.2K | $15.3K | |||
| Restricted cash held in trust account | $6.5M | $12.3M | |||
| TOTAL ASSETS | $6.6M | $12.3M | |||
| Accounts payable and accrued expenses | $3.6M | $2.9M | |||
| Income taxes payable | $186.6K | $126.0K | |||
| Excise tax payable and interest and penalties | $719.1K | ||||
| Working capital loans related party | $2.9M | $1.7M | |||
| Total current liabilities | $9.5M | $8.2M | |||
| Deferred underwriting fee payable | $2.7M | $2.7M | |||
| TOTAL LIABILITIES | $12.2M | $10.9M | |||
| Common Stock subject to possible redemption, $0.0001 par value, 564,337 shares at redemption value of $11.34 per share at December 31, 2025 and 1,082,789 shares at redemption value of $11.22 per share at December 31, 2024, respectively | $6.4M | $12.1M | |||
| Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,283,976 shares issued and outstanding at December 31, 2025 and 2024 (excluding 564,337 shares at December 31, 2025 and 1,082,789 shares at December 31, 2024 subject to redemption) | $228 | $228 | |||
| Accumulated deficit | -$12.0M | -$10.8M | |||
| TOTAL STOCKHOLDERS DEFICIT | -$12.0M | -$10.8M | -$9.3M | ||
| TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS DEFICIT | $6.6M | $12.3M | |||
| Common stock subject to possible redemption, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Common stock subject to possible redemption, shares at redemption value (in Shares) | 564.3K shares | 1.1M shares | |||
| Common stock subject to possible redemption, per share (in Dollars per share) | $11.34 | $11.38 | $11.31 | $11.22 | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Preferred stock, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |||
| Preferred stock, shares issued (in Shares) | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding (in Shares) | 0 shares | 0 shares | |||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Common stock, shares authorized (in Shares) | 100.0M shares | 100.0M shares | |||
| Common stock, shares issued (in Shares) | 2.3M shares | 2.3M shares | |||
| Common stock, shares outstanding (in Shares) | 2.3M shares | 2.3M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$1.8M | -$899.9K |
| Interest income on restricted cash held in trust account | -$276.6K | -$808.9K |
| Interest and penalties on excise tax payable | -$13.5K | $13.5K |
| Prepaid expenses | -$16.5K | -$13.2K |
| Prepaid taxes | -$110.7K | |
| Due to affiliates | $120.0K | $120.0K |
| Accounts payable and accrued expenses | $697.8K | $83.3K |
| Franchise tax payable | -$80.0K | |
| Income taxes payable | $60.7K | $126.0K |
| NET CASH USED IN OPERATING ACTIVITIES | -$1.3M | -$1.5M |
| Cash withdrawn from Trust Account in connection with redemption | $5.9M | $12.2M |
| Cash withdrawn from Trust Account to pay franchise and income taxes | $203.9K | $100.4K |
| NET CASH PROVIDED BY INVESTING ACTIVITIES | $6.1M | $12.3M |
| Redemption of common stock - due to stockholders | -$5.9M | -$12.2M |
| Proceeds from working capital loans - related party | $1.1M | $1.2M |
| NET CASH USED IN FINANCING ACTIVITIES | -$4.7M | -$11.0M |
| NET CHANGE IN CASH AND RESTRICTED CASH | $2.8K | -$167.0K |
| Income taxes | $12.6K | |
| Franchise taxes | $203.9K | $250.0K |
| Accretion for redeemable common stock to redemption value | $122.7K | $514.4K |
| Reversal of excise tax payable attributable to redemption of common stock | $764.2K | |
| Excise tax on redemption of Class A common stock | $58.7K | $122.1K |
No quarter-by-quarter statement was filed.
Compare Evolution Metals & Technologies Corp. with another company
Corporate structure
Evolution Metals & Technologies Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Evolution Metals & Technologies Corp.
- GOOD EARTH 1000, LLC Filed SCHEDULE 13D/A on Evolution Metals & Technologies Corp., latest May 18, 2026 (2 filings since Feb 3, 2026)
- Zeus Trust, UA dated April 15, 2025 Filed SCHEDULE 13D on Evolution Metals & Technologies Corp., latest Feb 18, 2026
- NYX 2025 Irrevocable Trust, UA dated April 8, 2025 Filed SCHEDULE 13D on Evolution Metals & Technologies Corp., latest Feb 13, 2026
- Atlas Merchant Capital LLC Filed SCHEDULE 13G/A on Evolution Metals & Technologies Corp., latest Nov 14, 2025 (2 filings since Nov 14, 2024)
- Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on Evolution Metals & Technologies Corp., latest Aug 14, 2025 (5 filings since Feb 11, 2022)
- Yakira Capital Management, Inc. Filed SCHEDULE 13G/A on Evolution Metals & Technologies Corp., latest Aug 6, 2024 (2 filings since Jan 26, 2024)
- Shaolin Capital Management LLC Filed SC 13G/A on Evolution Metals & Technologies Corp., latest Feb 22, 2024 (2 filings since Feb 14, 2023)
- Brookfield Oaktree Holdings, LLC Filed SC 13G/A on Evolution Metals & Technologies Corp., latest Feb 14, 2024 (3 filings since Jan 7, 2022)
- Lighthouse Investment Partners, LLC Filed SC 13G/A on Evolution Metals & Technologies Corp., latest Feb 14, 2024 (2 filings since Feb 14, 2023)
- RIVERNORTH CAPITAL MANAGEMENT, LLC Filed SC 13G on Evolution Metals & Technologies Corp., latest Feb 14, 2024
- ATW SPAC MANAGEMENT LLC Filed SC 13G/A on Evolution Metals & Technologies Corp., latest Feb 13, 2024 (3 filings since Feb 14, 2022)
- BOOTHBAY FUND MANAGEMENT, LLC Filed SC 13G/A on Evolution Metals & Technologies Corp., latest Feb 13, 2024 (3 filings since Feb 4, 2022)
- Evolution Metals & Technologies Corp. Miami, Florida
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Evolution Metals & Technologies Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Properties, in its own words
Our executive offices are located at 4040 NE 2nd Ave, Ste 348, Miami, Florida 33137, and our telephone number is (561) 225-3205.
Item 2 of the 10-K filed Feb 20, 2026.3
Leadership
Who has led Evolution Metals & Technologies Corp., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
- Chief executive officerSuk Jin Moon Jan 5, 2026 to now9
- Chief executive officerDaniel Mamadou Dec 28, 2021 to Jan 19, 202210
- PresidentAndrew F. Knaggs Jan 5, 2026 to now11
- Chief financial officerChristopher Clower Jan 5, 2026 to now12
- Chief financial officerJohn P. Stanfield Dec 28, 2021 to Dec 28, 202113
- Chief operating officerChristopher Clower Dec 28, 2021 to now10
Board members and other officers (10)
- Board memberChristopher James Hansen Jan 5, 2026 to now14
- Board memberRobin S. Bernstein Jan 5, 2026 to now15
- Board memberThomas K. Stoddard Jan 5, 2026 to now16
- Board memberSaul Richard Locker Mar 3, 2026 to now17
- Board memberChristopher Clower Dec 28, 2021 to Jan 19, 202210
- Board memberDaniel Mamadou Dec 28, 2021 to Jan 19, 202210
- Board memberEmily King Dec 28, 2021 to Dec 28, 202118
- Board memberMatthew T. Mrozinski Dec 28, 2021 to Dec 28, 202119
- Board memberRalph Welpe Dec 28, 2021 to Dec 28, 202120
- General counselJohn Arrastia Jr. Feb 20, 2026 to now21
Named in SEC Form D filings
People the company listed in its private-offering notices.
Former names
- Welsbach Technology Metals Acquisition Corp.Nov 12, 2021 to Jan 5, 20262
Timeline
- Oct 15, 20268-K Regulation FD disclosure23
- Oct 14, 20268-K Regulation FD disclosure24
- Oct 9, 20268-K Regulation FD disclosure25
- Oct 6, 20268-K Regulation FD disclosure26
- Oct 5, 20268-K Regulation FD disclosure27
- Oct 1, 20268-K Regulation FD disclosure28
- Sep 21, 20268-K Regulation FD disclosure29
- Sep 18, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares30
- Sep 10, 20268-K Regulation FD disclosure31
- Aug 27, 20268-K Regulation FD disclosure32
- Aug 24, 20268-K Regulation FD disclosure33
- Aug 24, 20268-K Regulation FD disclosure34
- Jan 5, 2026New chief executive Suk Jin Moon becomes CEO9
- Dec 28, 2021New chief executive Daniel Mamadou becomes CEO10
Calendar
Coming up
- Nov 16, 2026Reports results for the quarter ending Sep/202635
When it reported results
- May 22, 2026Reported quarterly or annual results36
- May 20, 2026Reported quarterly or annual results37
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
291 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 85 major events, 25 insider forms, 44 large holders, 2 private raises, 116 other. The latest 20:
- Oct 15, 20268-K CURRENT REPORT EDGAR
- Oct 14, 20268-K CURRENT REPORT EDGAR
- Oct 9, 2026EFFECT EDGAR
- Oct 9, 2026424B3 PROSPECTUS EDGAR
- Oct 9, 20268-K CURRENT REPORT EDGAR
- Oct 8, 20263 EDGAR
- Oct 6, 20268-K CURRENT REPORT EDGAR
- Oct 5, 2026EFFECT EDGAR
- Oct 5, 2026S-1 REGISTRATION STATEMENT EDGAR
- Oct 5, 2026424B3 PROSPECTUS EDGAR
- Oct 5, 20268-K CURRENT REPORT EDGAR
- Oct 2, 2026D EDGAR
- Oct 1, 20268-K CURRENT REPORT EDGAR
- Sep 24, 2026S-1/A REGISTRATION STATEMENT EDGAR
- Sep 21, 20268-K CURRENT REPORT EDGAR
- Sep 18, 20268-K CURRENT REPORT EDGAR
- Sep 10, 20268-K CURRENT REPORT EDGAR
- Sep 8, 2026S-1 REGISTRATION STATEMENT EDGAR
- Aug 28, 20264 EDGAR
- Aug 27, 20268-K CURRENT REPORT EDGAR
The 291 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jan 13, 2026 | Stoddard Thomas KDirector | Buy | 1,000 | $13.99 | $14.0K | Form 4 |
| Jan 14, 2022 | Clower ChristopherCFO; Chief Operating Officer | Buy | 4,554 | $10.00 | $45.5K | Form 4 |
| Dec 30, 2021 | Welsbach Acquisition Holdings LLC10% owner | Buy | 347,500 | $10.00 | $3.5M | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- GOOD EARTH 1000, LLCSCHEDULE 13D/A, 2 filings Feb 3, 2026 to May 18, 202638
- Zeus Trust, UA dated April 15, 2025SCHEDULE 13D, 1 filing Feb 18, 202639
- NYX 2025 Irrevocable Trust, UA dated April 8, 2025SCHEDULE 13D, 1 filing Feb 13, 202640
- Atlas Merchant Capital LLCSCHEDULE 13G/A, 2 filings Nov 14, 2024 to Nov 14, 202541
- Polar Asset Management Partners Inc.SCHEDULE 13G/A, 5 filings Feb 11, 2022 to Aug 14, 202542
- Yakira Capital Management, Inc.SCHEDULE 13G/A, 2 filings Jan 26, 2024 to Aug 6, 202443
- Shaolin Capital Management LLCSC 13G/A, 2 filings Feb 14, 2023 to Feb 22, 202444
- Brookfield Oaktree Holdings, LLCSC 13G/A, 3 filings Jan 7, 2022 to Feb 14, 202445
- Lighthouse Investment Partners, LLCSC 13G/A, 2 filings Feb 14, 2023 to Feb 14, 202446
- RIVERNORTH CAPITAL MANAGEMENT, LLCSC 13G, 1 filing Feb 14, 202447
- ATW SPAC MANAGEMENT LLCSC 13G/A, 3 filings Feb 14, 2022 to Feb 13, 202448
- BOOTHBAY FUND MANAGEMENT, LLCSC 13G/A, 3 filings Feb 4, 2022 to Feb 13, 202449
- Saba Capital Management, L.P.SC 13G/A, 2 filings Jan 7, 2022 to Feb 9, 202450
- Hudson Bay Capital Management LPSC 13G/A, 2 filings Feb 10, 2023 to Feb 6, 202451
- Sea Otter Advisors LLCSC 13G, 1 filing Oct 2, 202352
- MMCAP International Inc. SPCSC 13G/A, 3 filings Jan 7, 2022 to Feb 14, 202353
- Space Summit Capital LLCSC 13G/A, 3 filings Jan 6, 2022 to Feb 8, 202354
- Weiss Asset Management LPSC 13G/A, 2 filings Feb 9, 2022 to Feb 6, 202355
- K2 PRINCIPAL FUND, L.P.SC 13G/A, 2 filings Dec 28, 2021 to Jan 28, 202256
- Welsbach Acquisition Holdings LLCSC 13D/A, 2 filings Jan 10, 2022 to Jan 21, 202257
Money raised
Private offerings the company reported to the SEC on Form D.
- May 7, 2026Raised $20 million in a private offering of securities Form D: $100 million offered in all Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Evolution Metals & Technologies Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGAREvolution Metals & Technologies Corp.1
- CIK0001866226
- Employer ID (EIN)87-10067023
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)3690 Miscellaneous Electrical Machinery, Equipment & Supplies1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address4040 Ne 2Nd Ave, Suite 349, Miami, FL 331371
- Phone561-225-32051
- Shares outstanding621,800,646 as of Aug 17, 20268
- Public float$7.1M as of Sep 30, 20253
- AuditorUHY LLP, New York, New York PCAOB ID 1195; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceNov 12, 20211
- Filings291 in all: 8-K (83), 3 (19), SC 13G/A (19), 425 (17), SC 13G (15), 10-Q (14), 424B3 (14), CORRESP (14)1
All 40 form types
UPLOAD (11), NT 10-Q (8), DEF 14A (6), EFFECT (6), PRE 14A (6), S-4/A (6), 10-K (5), 4 (5), S-1 (4), PRER14A (3), S-1/A (3), SCHEDULE 13D (3), SCHEDULE 13G/A (3), 8-A12B (2), 8-K/A (2), CERT (2), D (2), DEFA14A (2), DRS (2), POS AM (2), S-4 (2), 25-NSE (1), 3/A (1), 424B4 (1), DEFR14A (1), DEL AM (1), NT 10-K (1), RW (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Feb 20, 2026
Quarterly report (10-Q) Aug 17, 2026
Proxy statement (DEF 14A) Dec 19, 2025
Latest 8-K (8-K) Oct 15, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, $0.0001 par value per share | EMAT | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Feb 20, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Evolution Metals & Technologies Corp. names in Item 1A of its 10-K filed Feb 20, 2026: 66 risks under these headings, as written.3
- We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
- Risks Related to EM&T’s Financial Condition and Results of Operations
- EM&T has a limited operating history as a consolidated company following the Business Combination, which makes it difficult to evaluate its business, prospects, and future operating results.
- EM&T has incurred operating losses and may be unable to achieve sustained, long-term profitability and commercial success.
- EM&T’s future success depends on its ability to execute its growth and go-to-market strategies effectively.
- EM&T’s failure to execute its strategic plans would have a material adverse effect on its operating results and business, harm its reputation and could result in substantial liabilities that exceed its resources.
- EM&T’s ability to secure reliable and cost-effective volumes of spent lithium-ion batteries for its planned battery recycling facility is critical to generating black mass feedstock, which is expected to be further refined at its planned multi-feedstock processing facility into downstream battery materials. Failure to secure sufficient battery supply or successfully operate either facility may materially and adversely affect the Company’s operations, financial results, and ability to meet customer demand.
- EM&T’s ability to secure reliable and cost-effective supplies of e-scrap is critical to its recycling strategy, and failure to do so could materially impair its operations, profitability, and customer relationships.
- Development and future operation of EM&T’s planned lithium-ion battery recycling facility may expose the Company to significant safety, environmental, and regulatory risks, including but not limited to thermal events, fire hazards, explosions, chemical exposure, and electrical accidents.
- EM&T may not be able to successfully integrate the business and operations of the subsidiaries that it recently acquired into its future business operations, which may result in EM&T’s inability to fully realize the intended benefits of these acquisitions, or may disrupt EM&T’s current operations, which could have a material adverse effect on EM&T’s business, financial position and/or results of operations.
- EM&T is expected to need to raise additional funds in order to pursue its growth strategy, and these funds may not be available on terms favorable to EM&T or its stockholders, or at all, when needed.
- EM&T’s quarterly net sales and operating results are difficult to predict accurately and may fluctuate significantly from period to period, which could cause its stock price to decline if it fails to meet investor expectations.
The other 55 risks
- The expectations for future operating and financial results and market growth of EM&T rely in large part upon assumptions and analyses developed by it. If these assumptions or analyses prove to be incorrect, EM&T’s actual operating results may be materially different from its anticipated results.
- EM&T may be adversely affected by fluctuations in demand for and prices of battery metals, rare earth elements and its related products.
- The success of EM&T’s business will depend, in part, on the growth of existing and emerging uses for battery metals, magnets and rare earth elements, and related products.
- Industry consolidation may result in increased competition, which could reduce our revenue.
- EM&T’s profitability could be adversely affected if we fail to maintain satisfactory labor relations; work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues, and materially affect our results of operations.
- A shortage of skilled technicians and engineers may increase operating costs, adversely affecting our results of operations.
- EM&T will depend on key personnel for the success of our business.
- Increasing costs or limited access to raw materials may adversely affect our profitability.
- Fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to supply products to our customers, which could adversely affect our results of operations.
- EM&T’s facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, or health epidemics or pandemics.
- EM&T’s ability to generate revenue may be diminished if substitutes for EM&T’s concentrates, oxides, metals, carbonates, sulfates, precursor cathode active material (pCAM), magnets, and their related products become available or if technological advancements reduce their demand.
- If EM&T is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to operate or to execute its growth plans.
- Risks Related to EM&T’s Intellectual Property
- EM&T is expected to rely heavily on its intellectual property portfolio. If EM&T is unable to protect its intellectual property rights, its business and competitive position would be harmed.
- EM&T’s inability to protect its existing and future intellectual property rights could have a material adverse effect on its operations and success.
- EM&T may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause EM&T to incur substantial costs.
- EM&T’s patent applications may not result in issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on EM&T’s ability to prevent others from interfering with its commercialization of its products.
- There is uncertainty regarding the ability of each of the subsidiaries to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about each subsidiary’s ability to continue as a going concern.
- We are dependent upon information technology systems, operational technology, and digital infrastructure to conduct our business, and these systems are subject to cyber threats, disruption, damage, and failure. Any unauthorized access to, disclosure, or theft of confidential, proprietary, or personal information that we gather, store, or use could harm our reputation, disrupt our operations, subject us to claims or litigation, and adversely affect our business, financial condition, or results of operations.
- Additional Risks Related to the EM&T Common Stock
- The price of the EM&T Common Stock may be volatile.
- Our failure to meet the continued listing requirements of The Nasdaq Global Market could result in a delisting of our common stock.
- EM&T is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, will qualify for exemptions from certain corporate governance requirements. If EM&T relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
- EM&T does not intend to pay cash dividends for the foreseeable future.
- EM&T Common Stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”
- If analysts do not publish research about EM&T’s business or if they publish inaccurate or unfavorable research, EM&T’s stock price and trading volume could decline.
- EM&T may be subject to securities litigation, which is expensive and could divert management attention.
- Future resales of the EM&T Common Stock may cause the market price of the EM&T Common Stock to drop significantly, even if EM&T’s business is doing well.
- Future sales or other dilution of our equity could adversely affect the market price of EM&T Common Stock.
- EM&T is an emerging growth company and smaller reporting company, and EM&T cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies make its shares less attractive to investors.
- The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from EM&T’s business operations.
- Each of the recently acquired subsidiaries in connection with the Business Combination with EM&T has identified one or more material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of each of the subsidiaries’ and EM&T’s consolidated financial statements and have other adverse consequences.
- Our certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
- An active market for our securities may not develop and the market price of our Common Stock may decline which would adversely affect the liquidity and price of our securities.
- Substantial future sales of shares of our Common Stock could cause the market price of our Common Stock to decline.
- Risks Related to EM&T’s Technology, Products and Manufacturing
- EM&T will be subject to many hazards and operational risks at its facilities, that can result in potential injury to individuals, disrupt its business (including interruptions or disruptions in operations at its facilities), and subject EM&T to liability and increased costs (any of which could have a material adverse effect on EM&T’s business, financial condition and results of operations).
- EM&T’s success will depend on its ability to manufacture its products, including concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (pCAM), magnets, and their related products, economically, at scale, with high quality, and in accordance with customer specifications.
- EM&T’s success depends on its ability to generate revenue and operate profitably, which relies in part on its ability to identify target customers and convert these contacts into substantial orders or expand existing customer relationships.
- EM&T may not be able to negotiate material agreements necessary for the operation of its business on satisfactory terms, or at all.
- If critical components or raw materials used to manufacture EM&T’s products become scarce or unavailable, it could lead to manufacturing delays and harm EM&T’s business.
- The impact of the conflict in Ukraine on the global economy, energy and commodity supplies and raw materials is uncertain and may negatively impact EM&T’s business and operations.
- EM&T’s profitability may depend on achieving cost reductions through scaling up manufacturing of its products, and failure to do so could materially affect its business.
- EM&T’s expansion plans include complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.
- Any acquisitions EM&T undertakes may disrupt its business, adversely affect its operations, dilute its stockholders, and expose it to significant costs and liabilities.
- EM&T’s foreign operations expose EM&T to additional business, financial, regulatory and geopolitical risks, and any adverse event could have a material adverse effect on its results of operations.
- Exchange rate fluctuations may materially affect EM&T’s results of operations and financial conditions.
- EM&T is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws could subject EM&T to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect EM&T’s business, prospects, financial condition and results of operations and also its reputation.
- Cybersecurity breaches or information technology disruptions could impact EM&T’s business and operations.
- Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm EM&T’s business.
- Fluctuations in the price of certain feedstock and raw materials, and EM&T’s inability to obtain raw materials and products, could have an adverse effect on the margins of its products, its business, and its operating results.
- EM&T expects that the success of its business could be highly correlated to general economic conditions.
- EM&T is expected to compete with companies that have significantly more resources for their research and development efforts than EM&T or have received government contracts for the development of new products.
- EM&T’s business and financial results may be adversely affected by the demands of operating in multiple jurisdictions and the need to comply with a myriad of foreign and domestic laws and regulations, including various environmental, health and safety, employment and taxation laws and regulations.
- Potential litigation, regulatory actions or government investigations may significantly harm EM&T’s financial position, reputation and operating results.
- EM&T’s insurance coverage may not be adequate to protect it from all business risks.
- If EM&T does not maintain effective internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in its financial reporting and adversely affect its business and operating results and the market price for its common stock.
Legal proceedings
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such or against any of our property which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.
The opening of Item 3, Legal Proceedings.3
Sources
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- 11SEC EDGARAndrew F. Knaggs, President
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- 15SEC EDGARRobin S. Bernstein, Board member
- 16SEC EDGARThomas K. Stoddard, Board member
- 17SEC EDGARSaul Richard Locker, Board member
- 18SEC EDGAREmily King, Board member
- 19SEC EDGARMatthew T. Mrozinski, Board member
- 20SEC EDGARRalph Welpe, Board member
- 21SEC EDGARJohn Arrastia Jr., General counsel
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- 23SEC EDGARRegulation FD disclosure
- 24SEC EDGARRegulation FD disclosure
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- 31SEC EDGARRegulation FD disclosure
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- 35NasdaqNasdaq calendar
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