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Welsbach Technology Metals Acquisition Corp.

January 24, 2025

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Charles Eastman

  Ernest Greene

  Sarah Sidwell

  Geoffrey Kruczek

 Re:   Welsbach Technology Metals Acquisition Corp.

Amendment No. 1 Registration Statement on Form S-4

Filed on January 24, 2025

File No. 333-283119

On behalf of Welsbach Technology Metals Acquisition
Corp. (“WTMA”), Evolution Metals LLC (“EM”), Critical Mineral Recovery, Inc. (“CMR”), Handa Lab Co.,
Ltd. (“Handa Lab”), KMMI Inc. (“KMMI”), KCM Industry Co., Ltd. (“KCM”) and NS World Co., Ltd. (“NS
World” and collectively with WTMA, EM, CMR, Handa Lab, KMMI and KCM, the “Co-Registrants,” “we,” “our”
or “us”), we transmit herewith Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement
on Form S-4 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments
of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated December 10, 2024 (the “Letter”). For ease of reference, the numbered paragraphs
below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow the sequentially numbered
comments from the Letter. All page references in the responses set forth below refer to page numbers in Amendment No. 1, unless otherwise
noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Amendment No. 1 to Registration on Form S-4

 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.

Response: We respectfully acknowledge the Staff’s comment and advise the
Staff that the Sponsor is not a non-U.S. person, but Mr. Daniel Mamadou, one of the managing members and controlling persons of the Sponsor,
is a Spanish citizen, and certain of the Sponsor’s members are, or have substantial ties with, non-U.S. persons. Further, the Korean
Companies are each organized under the laws of the Republic of Korea and have management and directors that are non-U.S. persons, and
certain PIPE Investors may be non-U.S. persons. Accordingly, we have revised the disclosure on pages 67, 86-87, 207 and 276 of Amendment
No. 1 to describe these facts and discuss how they could trigger review by CFIUS or another U.S. government entity, which could impact
the Co-Registrants’ ability to complete the Business Combination. Further, we have added a risk factor on pages 86-87 of Amendment
No. 1 titled “WTMA may not be able to complete the Business Combination, or another initial business combination, since such
initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and
review by government entities such as CFIUS, or may be ultimately prohibited.” This risk factor discusses the risk to investors
that WTMA may not be able to complete an initial business combination with a target company should the Business Combination be subject
to review by a U.S. government entity, such as CFIUS, or ultimately prohibited. Additionally, the consequences of liquidation to investors
is discussed under “Information About WTMA—Effecting a Business Combination—Liquidation if No Business Combination”
on page 278 of Amendment No. 1.

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 2. Disclose, as of the most recent practicable date, the persons who have direct and 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on pages 274 of Amendment No. 1 accordingly.

 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).

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on page 285-286 of Amendment No. 1 accordingly.

 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on pages 26, 57, 59-61, 201 and 205-206 of Amendment No. 1 accordingly.

 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on page 96 of Amendment No. 1 so that the description of the scope of the exclusive forum provision is consistent each
time it is mentioned in Amendment No. 1 and is also consistent with the Proposed Charter.

 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on page 467 of Amendment No. 1 to clarify that any director of New EM may be removed from office at any time by the affirmative
vote of holders of more than 60% of the voting power of all then outstanding shares of capital stock of New EM, as also described on page
462 of Amendment No. 1 and page Annex B-4 in the Proposed Charter.

 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on pages 20-22, 99-100, 241-245 and 248-251 of Amendment No. 1 accordingly.

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 8. The first heading on Page 139 does not match the text after that heading. Revise or advise.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on page 153 of Amendment No. 1 accordingly.

 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on pages 60 and 61 and 206 of Amendment No. 1 accordingly.

 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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on page 441 of Amendment No. 1 accordingly.

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.

Response: We respectfully acknowledge the
Staff’s comment and have revised the disclosure on the cover page of Amendment No. 1 accordingly.

 12. 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 the locations of related disclosure in the prospectus. Please refer to Item 1604(a)(3) of Regulation
S-K.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on the cover page and pages 14-16, 50-51, 57, 97-98, 198-199, 201 and 277 of Amendment No. 1 accordingly.

 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 Item s 1603(b), 1604(a)(4), and 1604(b)(3) of Regulation S-K.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on the cover page and pages 57-59, 83-84 and 201-204 of Amendment No. 1 accordingly.

 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.

Response: We respectfully acknowledge the
Staff’s comment and have revised the disclosure on the cover page and in the notice of special meeting of stockholders of WTMA included
in Amendment No. 1 accordingly, and have highlighted the new disclosure in bold text.

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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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on pages 13-14, 49-50, 97 and 196-197 of Amendment No. 1 accordingly.

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.

Response: We respectfully acknowledge the Staff’s comment and have revised
the disclosure on page 37 of Amendment No. 1 to include a cross-reference to the disclosure regarding how the parties arrived at the $6.2
billion premoney enterprise valuation for New EM, including the methodology employed in reaching the valuation, under the section titled
“Merger Agreement Proposal—New EM Valuation Methodology” on pages 153-164 of Amendment No. 1.

Risk Factors

Risks Related to the Business Combination and WTMA, Page 73

 17. 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 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.”

Response: We respectfully acknowledge the Staff’s comment and advise the
Staff that on December 31, 2024, WTMA received a letter from the Listing Qualifications department of Nasdaq stating that WTMA no longer
complies with the requirements of Nasdaq Rule IM 5101-2(b) for continued listing on Nasdaq because WTMA failed to complete a business
combination within 36 months of the date of effectiveness of its IPO registration statement, and on January 7, 2025, WTMA’s securities
were suspended and delisted from Nasdaq. In light of this fact and in response to the Staff’s comment, we have revised the risk
factors on pages 87-88, as well as the related disclosure on the cover page and on pages 11-12 and 273 of Amendment No. 1 accordingly.

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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.

Response: We respe