SEC Comment Letter 0000000000-25-001887 to Evolution Metals & Technologies Corp. (EMAT)
Evolution Metals & Technologies Corp.
Date: Feb. 19, 2025 · CIK: 0001866226 · Accession: 0000000000-25-001887
AI Filing Summary & Sentiment
File numbers found in text: 333-283119
Letter
February 19, 2025 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
February 19, 2025 Page 2 Rob Feldman Chief Executive Officer Critical Mineral Recovery, Inc. 815 State Hwy OO Fredericktown, MO 63645 Re:Welsbach Technology Metals Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed on February 10, 2025 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 amended 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. Unless we note otherwise, any references to prior comments are to comments in our February 7, 2025 letter. Amendment No. 2 to Registration Statement on Form S-4 filed February 10, 2025 General 1.We note that you have removed the "controlled company" disclosure throughout your registration statement. Following the completion of the business combination, it appears that David Wilcox will hold 59.4% of the voting power of New EM. Please reinstate the "controlled company" disclosure or advise. Beneficial Ownership of Securities, page 460 2.We note your response to our Comment 43 from our December 10, 2024 letter. Please advise as to whether you have received a response regarding the voting and/or dispositive power of the securities owned by Springrock Management Inc. and Broughton Capital Group. If not, please tell us what additional attempts you have made to obtain the information requested by that comment. Index to Financial Statements , page F-1 3.Please note the financial statement updating requirements of Rule 3-12 of Regulation S-X.
February 19, 2025 Page 3 Exhibits 4.We note that you have provided a "form of" tax opinion as exhibit 8.1. Please file the actual signed, dated tax opinion, not merely the form. Please contact Charles Eastman at 202-551-3794 or Ernest Greene at 202-551-3733 if you have questions regarding comments on the financial statements and related matters. Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Craig Linder Thomas Short
Show Raw Text
February 19, 2025
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
February 19, 2025
Page 2
Rob Feldman
Chief Executive Officer
Critical Mineral Recovery, Inc.
815 State Hwy OO
Fredericktown, MO 63645
Re:Welsbach Technology Metals Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed on February 10, 2025
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 amended 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. Unless we note
otherwise, any references to prior comments are to comments in our February 7, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed February 10, 2025
General
1.We note that you have removed the "controlled company" disclosure throughout your
registration statement. Following the completion of the business combination, it
appears that David Wilcox will hold 59.4% of the voting power of New EM. Please
reinstate the "controlled company" disclosure or advise.
Beneficial Ownership of Securities, page 460
2.We note your response to our Comment 43 from our December 10, 2024 letter. Please
advise as to whether you have received a response regarding the voting and/or
dispositive power of the securities owned by Springrock Management Inc. and
Broughton Capital Group. If not, please tell us what additional attempts you have
made to obtain the information requested by that comment.
Index to Financial Statements , page F-1
3.Please note the financial statement updating requirements of Rule 3-12 of Regulation
S-X.
February 19, 2025
Page 3
Exhibits
4.We note that you have provided a "form of" tax opinion as exhibit 8.1. Please file the
actual signed, dated tax opinion, not merely the form.
Please contact Charles Eastman at 202-551-3794 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Craig Linder
Thomas Short