SecProbe.io

December 10, 2024
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
4422 N. Ravenswood Ave. #1025
Chicago, IL 60640
David Wilcox
Managing Member
Evolution Metals LLC
516 S Dixie Hwy, Unit 209
West Palm Beach, FL 33401
Kim Sang-Min
Chief Executive Officer
Handa Lab Co., Ltd.
#D3-201, 7-12 D-Bridge
179, Daehak-ro, Yuseong-gu,
Daejeon, Republic of Korea
Andy Chun
Chief Executive Officer
KMMI Inc.
46 Blue Seo-ro 2gil, Donghae-myeon, Nam-gu
Pohang-si, Gyeongsangbuk-do, Republic of Korea
Chang-bae Lee
Chief Executive Officer
KCM Industry Co., Ltd.
65 Gado-ro, Gunsan-si
Jeollabuk-do, South Korea (Osikdo-dong)
Kim Kang-yong
Chief Executive Officer
NS World Co., Ltd.
99, Naechuoksu-gil, Bugi-myeon, Cheongwon-gu
Cheongju-si, Chungcheongbuk-do, Republic of Korea

December 10, 2024
Page 2
Rob Feldman
Chief Executive Officer
Critical Mineral Recovery, Inc.
815 State Hwy OO
Fredericktown, MO 63645
Re:Welsbach Technology Metals Acquisition Corp.
Registration Statement on Form S-4
Filed on November 12, 2024
File No. 333-283119
Dear Daniel Mamadou, David Wilcox, Kim Sang-Min, Andy Chun, Chang-bae Lee, Kim Kang-
yong, and Rob Feldman:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-4 filed November 12, 2024
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by,  has any members who are, or has substantial ties with, a non-U.S. person. Please
also tell us whether anyone or any entity associated with or otherwise involved in the
transaction,  is, is controlled by, has any members who are, or has substantial ties
with, a non-U.S.  person. Also revise your filing to include risk factor disclosure that
addresses how this  fact could impact your ability to complete your initial business
combination. For instance,  discuss the risk to investors that you may not be able to
complete an initial business  combination with a target company should the
transaction be subject to review by a U.S.  government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision
to prohibit the transaction could  prevent you from completing an initial business
combination and require you to liquidate.  Disclose the consequences of liquidation to
investors, such as the losses of the investment  opportunity in a target company, any
price appreciation in the combined company, and  the warrants, which would expire
worthless.
Disclose, as of the most recent practicable date, the persons who have direct and 2.

December 10, 2024
Page 3
indirect material interests in the SPAC sponsor, as well as the nature and amount of
their interests. Please refer to Item 1603(a)(7) of Regulation S-K.
3.Describe any agreement, arrangement, or understanding between the SPAC sponsor
and the special purpose acquisition company, its officers, directors, or affiliates with
respect to determining whether to proceed with a de-SPAC transaction. Please refer to
Item 1603(a)(5).
4.Disclose any material interests in the de-SPAC transaction or any related financing
transaction: held by the SPAC sponsor or the special purpose acquisition company's
officers or directors, including fiduciary or contractual obligations to other entities as
well as any interest in, or affiliation with, the target companies; or held by the target
companies' officers or directors that consist of any interest in, or affiliation with, the
SPAC sponsor or the special purpose acquisition company. Please refer to Item
1605(d) of Regulation S-K.
5.Please revise the disclosure regarding the exclusive forum provision so that the scope
of that provision is consistent each time it is mentioned and also is consistent with
your proposed articles.  For example, on page 84, you disclose that the provision does
not apply to claims arising under the Exchange Act, but that scope carve-out is not
included elsewhere in your document or in your proposed articles.
6.On pages 400 and in your proposed charter, you disclose a 60% threshold for the
removal of directors of New EM.  On page 404, you disclose a majority threshold for
removal of "officers" of New EM.  Please reconcile.
7.Please revise to provide the disclosures required by Item 1605(b)(6) for each target
company, the SPAC and their respective security holders as a result of the de-SPAC
transaction, not merely the Korean targets and not merely the tax consequences of
exercising redemption rights.  Also note the requirements of Item 601(b)(8) of
Regulation S-K and Staff Legal Bulletin No. 19, which is available on our Web site.
8.The first heading on page 139 does not match the text after that heading.  Revise or
advise.
9.The headings on pages 164-65 mention interests of the Korean targets' officers and
directors, but no such interests are described in the text that follows.  Please revise to
describe those interests.
10.Please expand the first full paragraph on page 380 to explain in greater detail the
purposes to which you intend to devote the proceeds from the PIPE financing and
BCG Debt Facility.
Cover Page
11.Please briefly describe any material financing transactions that have occurred since
the initial public offering. In this regard, we note that 8 extension notes and 7 working
capital notes have been issued in connection with the extension of the business
combination deadline. Please refer to Item 1604(a)(2) of Regulation S-K.  We also
note the anticipated BCG Debt Facility.
Please disclose whether the Sponsor Compensation may result in material dilution of
the equity interests of non-redeeming shareholders and provide a cross-reference to 12.

December 10, 2024
Page 4
the locations of related disclosure in the prospectus. Please refer to Item 1604(a)(3) of
Regulation S-K.
13.Please revise your disclosure here, in your proxy statement/prospectus summary, and
elsewhere as appropriate in your filing, to address whether the Sponsor, officers or
directors of WTMA have any actual or potential material conflicts of interest,
including any material conflict of interest that may arise in determining whether to
proceed with the business combination, with unaffiliated security holders of the
SPAC. Refer to Items 1603(b), 1604(a)(4), and 1604(b)(3) of Regulation S-K.
14.If approval of any or all of the proposals included in your document is assured, as
indicated by your disclosure in the letter to the shareholders, revise to state so
specifically and to highlight that for investors.
Q&A
What equity stake will current WTMA stockholders, the EM Unitholders and other
stakeholders hold in New EM immediately after the , page 12
15.We note that you provided tables that detail the ownership in New EM after the
Business Combination, assuming no redemption and maximum redemption. Please
revise to include additional columns for different redemption levels. Additionally,
outside of the table, please describe each material potential source of
future dilution that may occur, including sources not referenced in the table. Refer to
Item 1604(c) of Regulation S-K.

Combined Business Summary, page 33
16.Please disclose how the parties arrived at the $6.2 billion pre-money enterprise
valuation for New EM, including the methodology employed in reaching the
valuation.
Risk Factors
Risks Related to the Business Combination and WTMA, page 73
We note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was
amended effective October 7, 2024 to provide for the immediate suspension and
delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends on December 30, 2024. Please disclose the risks of
non-compliance with this rule, including that under the new framework, Nasdaq may
only reverse the determination if it finds it made a factual error applying the
applicable rule. In addition, please also disclose the consequences of any such
suspension or delisting, including that your stock may be determined to be a penny
stock and the consequences of that designation, that you may no longer be attractive
as a merger partner if you are no longer listed on an exchange, any potential impact on
your ability to complete an initial business combination, any impact on the market for 17.

December 10, 2024
Page 5
your securities including demand and overall liquidity for your securities, and any
impact on securities holders due to your securities no longer being considered
“covered securities.”
You may not have the same benefits as an investor in an underwritten public offering., page
97
18.We note your risk factor on pg. 97 that WTMA has engaged a financial advisor in
connection with the business combination. Please revise your disclosure here and in
the discussion of the business combination section to identify the financial advisor and
what services they have provided WTMA.  Also note your disclosure obligations
regarding reports, opinions and appraisals pursuant to Item 1607 of Regulation S-K.
A recent fire at CMR's recycling facility could have a material adverse effect on New EM's
business, financial condition and results of oper, page 99
19.We note CMR's reliance on a single supplier, Interco Trading, Inc. Please expand your
disclosure here and in CMR's discussion of business section to describe the material
terms of its supply and related arrangements. File material supply agreements as
exhibits to the registration statement.  To the extent you have agreed upon the terms of
the trade agreement mentioned on page 100, disclose those terms.
Merger Agreement Proposal, page 120
20.Please revise your disclosure here or elsewhere as appropriate to discuss both the
benefits and detriments of the business combination transaction and any related
financing transactions on WTMA, EM and the other co-registrants. The benefits and
detriments of the de-SPAC transaction and any related financing transactions must be
quantified to the extent practicable. Refer to Item 1605(c) of Regulation S-K.
Closing Conditions, page 134
21.Your disclosure indicates that all parties may agree to waive the closing condition that
the New EM Common Stock be approved for listing on Nasdaq. However, your
disclosure on page 75 indicates that such a condition may not be waived. Please revise
or advise as to this inconsistency.  Please also discuss this condition, and the related
risks, in light of the potential suspension and delisting of the SPAC's securities as a
result of not having completed a business combination within 36 months of the
SPAC's IPO.
Related Agreements, page 136
22.This section includes disclosure related to three agreements, but your disclosure
elsewhere describes numerous other agreements that appear to be related to the
business combination. Please revise to discuss those agreements.
About New EM, page 139
Please expand your disclosures to explain in greater detail your basis for presenting
significant projected revenue growth, year over year, when your company has
minimal operations and also operates in a competitive industry. In this regard, please
also segregate your projected revenue by product lines and geographic location, as 23.

December 10, 2024
Page 6
applicable.  In your response, please address the key assumptions used to estimate
future pricing and demand for your products.
24.We note your disclosure here that EM provided projections that the WTMA board of
directors considered in conducting the business combination. These projections do not
appear to have been provided in the registration statement. Please include these
projections and disclosure required by Item 1609 of Regulation S-K or advise.  Also
ensure your disclosure regarding the negotiations of the transactions explains clearly
when the projections were generated, particularly in relation to the CMR fire, who
generated them, when they were provided, how they were used and relate to the
merger consideration and/or valuations of the target companies and whether, and if so
how, they relate to the board's conclusion regarding the fairness of the consideration
and advisability of the transaction.
Discussions and Negotiations with EM, page 146
25.Please revise your disclosure in this section to describe negotiations relating to
material terms of the transactions, including but not limited to structure,
consideration, and continuing employment or involvement for any persons affiliated
with the SPAC before the merger. In your revised disclosure, please explain the
reasons for the terms, each party's position on the issues (including proposals and
counter-proposals), and how you reached agreement on the final terms. Also note that
this comment applies to negotiations related to each of the agreements related to the
merger agreement, in addition to negotiations related to the merger agreement.  It
should be clear from your revised disclosures how the specific nature and amount of
consideration evolved.  It should also be clear how the valuation of each company was
determined, what valuation was proposed and how it changed during negotiations.
26.Clarify the reference of page 150 to "modified structure of the transaction" and how it
differed from the prior structure, as well as who proposed it.
27.Expand to explain clearly and in specific, concrete detail the "revaluation" of CMR
mentioned on page 150, including the analysis, assumptions and negotiations
underlying it.
28.Refer to the last two paragraphs on page 151.  Expand to explain exactly how the
individuals and entities involved reached the conclusion that an equity value of over
$6.1 billion for all target companies is fair.  Describe specifically all material analyses
conducted and underlying assumptions and estimates.
29.Refer to page 147, where you disclose entry into agreements with each Korean target.
However, there does not appear to be disclosure regarding the negotiations with each
of those entities.  Please revise to disclose those negotiations.
The WTMA Board's Reasons for the Business Combination, page 151
30.Please revise this section and the one discussing EM Board's reasons for the business
combination to expand the discussion of WTMA and EM's reasons for engaging in the
business combination and whether either entity considered other transactions, such as
EM conducting a traditional IPO, in lieu of a de-SPAC. In addition, discuss the
reasons for the timing of the merger for the parties. Refer to Item 1605(b)(3).

December 10, 2024
Page 7
Dilution, page 158
31.Please revise your dilution table to also give effect to all material probable
transactions such as the convertible promissory notes and the related issuance of the
Sponsor's Convertible Extension Notes and Working Capital Notes. Outside of the
table, describe each material potential source of future dilution that non-redeeming
shareholders may experience such as the issuance of shares upon the exercise of the
PIPE Transaction. Refer to Item 1604(c) of Regulation S-K.
Interests of KCM's Directors and Executive Officers in the Business Combination, page 164
32.Please describe any actual or potential material conflicts of interest tha