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February 10, 2025

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

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. 2 Registration Statement on Form S-4

Filed on February 10, 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. 2 (“Amendment No. 2”) 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 February 7, 2025 (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. 2, unless otherwise
noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

Amendment No. 2 to Registration on Form S-4

 1. We note your response to our prior comment 18 that you did not engage a financial advisor in connection with the business combination.
However, disclosure on page 286 indicates “WTMA Board relied on... input from WTMA’s senior management and independent legal and
financial advisors.” Please advise or revise to identify the financial advisor and what services they provided WTMA.

Response: We respectfully acknowledge the
Staff’s comment and advise the Staff that WTMA did not engage independent legal advisor or a financial advisor to evaluate, structure,
or negotiate the Business Combination, and we have revised the disclosure on page 286 of Amendment No. 2 accordingly.

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February 10, 2025

Page 2

 2. We note the disclosure on page 29 and 130 indicating that SPAC sponsor/affiliate may purchase SPAC securities in the open market
to reduce redemption rates and that the SPAC sponsor intends to vote the purchased securities in favor of approving the business combination
transaction. Please provide your analysis on how such purchases will comply with Rule 14e-5. To the extent that you are relying on Tender
Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it
applies to your circumstances.

Response: We respectfully acknowledge the
Staff’s comment and have revised pages 29, 130 and 202 of Amendment No. 2 accordingly.

 3. We note your response to prior comment 5. Each time you mention the exclusive forum provision, including in your proposed charter,
disclose whether the provision applies to claims arising under the Exchange Act.

Response: We respectfully acknowledge the
Staff’s comments. Changes have been made throughout the disclosure to clarify the application of the exclusive forum provision,
including specifying whether it applies to claims arising under the Exchange Act. The proposed charter and all relevant sections reflect
these updates accordingly.

 4. Please reconcile the information you added in response to prior comment 39 with the biographical disclosures beginning on page
444.

Response: We respectfully acknowledge the
Staff’s comment and have revised the disclosure on page 455 of Amendment No. 2 accordingly.

Unaudited Pro Forma Condensed Combined Financial
Information Description of the Business Combination, page 152

 5. We note your disclosure that following the Closing of the Business Combination, certain employees and directors of New EM may be
granted awards under the New EM Equity Incentive Plan. You indicated that the 8,200,000 options to be granted under the New EM Equity
Incentive Plan are representative of earnout shares (contingent consideration) that are not precluded from equity classification. In addition,
as the Business Combination is accounted for as a reverse recapitalization, the issuance of the earnout shares under the New EM Equity
Incentive Plan will be treated as a deemed dividend and as New EM will not have retained earnings on a pro forma basis, the issuance will
be recorded within additional-paid-in-capital. Please provide us with a comprehensive analysis and your basis for the accounting treatment,
including the specific guidance that supports your analysis.

Response: We respectfully acknowledge the
Staff’s comment regarding the accounting treatment of the 8,200,000 options (the “Options”) to be granted under the New EM
Equity Incentive Plan (the “Plan”).

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February 10, 2025

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In determining that the Options are representative
of earnout shares (contingent consideration) that are not precluded from equity classification, we evaluated the authoritative guidance
of Accounting Standards Codification (“ASC”) 480 and ASC 815, through the following steps:

Step 1) Determining the unit of account:

The shares to be potentially issued under the Options
(the “Earnout Shares”) are freestanding financial instruments that are issuable in accordance with vesting conditions outlined
in the Plan. The vesting conditions include eight “tranches” of vesting based on: the total audited consolidated revenue and
EBITDA on the combined company’s Annual Report on Form 10-K for certain future periods. As such, the Plan may result in the vesting
of a fixed number of shares because the number of shares that vest depends upon whether or not either performance target is met. Management
has concluded that these tranches will be considered one unit of account (the “Exercise Contingencies”). There are no other
legally detachable or separately exercised financial instruments. As such, we concluded that the Earnout Shares and corresponding Exercise
Contingencies represent one (1) unit of account.

Step 2) Assess if the Earnout Shares and corresponding
Exercise Contingencies are within the scope of ASC 480 – Distinguishing Liabilities from Equity:

We analyzed the three criteria under ASC 480-10,
specifically noting that the Earnout Shares are (1) not mandatorily redeemable, (2) do not embody an obligation to repurchase the issuer’s
equity shares, and (3) will not be settled by issuing a variable number of shares.

Further, we have adopted the most commonly held
view under this scenario that the Exercise Contingency related to revenue/EBITDA is considered merely an “on-off switch” that
does not affect the monetary amount on settlement. In addition, the monetary value on settlement is neither a fixed dollar amount, nor
does it vary inversely with the fair value of the issuer’s equity shares. Therefore, we concluded that the arrangement is outside
the scope of ASC 480, regardless of the probability of the trigger being achieved.

Step 3) Assess if the Earnout Shares meet the
definition of a derivative under ASC 815 and, if deemed derivatives, if they are liability or equity classified:

We considered the guidance within ASC 815-10-15-83
and determined that the Earnout Shares would initially meet the definition of a derivative because they have an underlying variable (the
entity’s share price or financial performance targets), they have a notional amount (the common shares of the entity), they have
an initial net investment that is “less by more than a nominal amount” than the initial net investment that would be required
to obtain the asset, and they can be net-settled by means outside of the contract because the post-merger entity’s common shares
will be publicly traded (and are therefore readily convertible to cash).

However, we evaluated the requirements for the
scope exception under ASC 815-10-15-74(a) and (b) to determine if the Earnout Shares are precluded from equity classification. As such,
we first analyzed the shares under the two-step model of ASC 815-40-15 to determine if the arrangement is considered indexed to the post-merger
entity’s own shares.

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February 10, 2025

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In evaluating Step 1 of the indexation guidance
in ASC 815-40-15-7A, we noted no such Exercise Contingencies within the Plan that would preclude the arrangement from being considered
indexed to the company’s own shares because the Exercise Contingencies and unit of account are based on an index calculated solely
by reference to the issuer’s operations (revenues and EBITDA).

In evaluating Step 2, we noted that the indexation
literature allows for certain exceptions to the fixed-for-fixed notion. Accordingly, we noted that if a contingency (e.g., revenues, EBITDA
or net income of the target) determines whether or not a fixed number of shares will be delivered (i.e., the possible outcomes are binary,
either no shares are delivered or a single number of shares are delivered), the guidance in ASC 815-40-15-7E would not preclude equity
classification. Therefore, because the issuance of earnout shares is a binary event and a fixed number of shares would be potentially
issued depending on revenue/EBITDA targets being met, this unit of account is not precluded from equity classification based on the exception
noted above.

Next, we also analyzed the criteria for equity
classification under ASC 815-40-25-10, noting that the Plan meets each of the applicable criteria for equity classification. Such applicable
criteria include 1) Sufficient authorized and unissued shares; 2) Explicit share limit language; 3) No required cash payment if entity
fails to timely file; and 4) No cash-settled top-off or make-whole provisions.

Per the analysis outline above, we have concluded
that the contingent consideration arrangements for the Plan will be classified as equity. We note that the arrangement will be assessed
at each financial statement reporting date to determine whether equity classification remains appropriate. If the arrangement no longer
meets the criteria for equity classification, it would be reclassified to a liability at its then current fair value. We further note
that no terms or conditions of the Options or common shares issuable thereunder that would preclude equity classification for the Earnout
Shares.

Next, we have reviewed our previous disclosure
language regarding the Options being treated as a deemed dividend recorded within additional-paid-in-capital (“APIC”) and
have amended the disclosure language on page 252 of Amendment No. 2 to remove the dividend reference, accordingly. In doing so, we acknowledge
that there is diversity in views on the offsetting entry for earnouts granted to shareholders in a de-SPAC transaction that is accounted
for as a reverse recapitalization. We believe that because the arrangement is part of a reverse recapitalization, it is better represented
as an equity restructuring that should be accounted for in APIC.

As the Business Combination is accounted for as
a reverse recapitalization, the issuance of the Earnout Shares under the Plan will be recognized at fair value upon the Closing of the
Business Combination per ASC 805-30-25-5 and classified in stockholders’ equity per the above analysis. The unaudited pro forma
condensed combined financial information will not reflect pro forma adjustments related to the recognition of these shares because there
is no net impact to APIC on a pro forma combined basis.

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Page 5

Certain Material U.S. Federal Income Tax Considerations
of the Merger for EM Holders and Korean Equityholders, page 242

 6. We note your discussion of U.S. federal tax consequences of the Merger in this section and that you do not intend to request an
opinion of counsel (page 242). We note your disclosure that the Merger is intended to qualify for tax-deferred treatment under Section
351(a) of the Code. Please revise your disclosure here and throughout to provide counsel’s firm opinion for each material tax consequence,
including whether the Merger will qualify as an integrated transaction, or explain why such opinion cannot be given. Please also clearly
disclose that this is the opinion of tax counsel and identify counsel. If the opinion is subject to uncertainty, please provide disclosure
that reflects the degree of uncertainty (e.g., “should” or “more likely than not”) and explains the facts or circumstances
giving rise to the uncertainty, and provide disclosure of the possible alternative tax consequences including risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors. For guidance, refer to Staff Legal Bulletin No.
19, Sections III.C.1 and 4.

Response: We respectfully acknowledge the
Staff’s comment and have revised the disclosure on pages 98 and 241-247 of Amendment No. 2 accordingly.

Certain Material U.S. Federal Income Tax Considerations
of CMR Merger 1 and CMR Merger 2 for CMR and Shareholders of CMR, page 249

 7. Item 601(b)(8) of Regulation S-K requires you to file a tax opinion where the tax consequences are material to an investor and
a representation as to the tax consequences is set forth in the filing. It appears that a tax opinion would be required since the discussion
includes tax consequences that would be material to investors. In this regard, we note the tax consequences discussed here relate to the
CMR Mergers being a tax-free reorganization under Section 368 of the Code. Please file the required tax opinion and revise your disclosure
to state clearly that the disclosure in the tax consequences sections of the prospectus is the opinion of counsel. Refer to Section III.A.2
of Staff Legal Bulletin No. 19 dated October 14, 2011. If there is a lack of authority directly addressing the tax consequences of the
transaction, conflicting authority or significant doubt about the tax consequences of the transaction, counsel may issue a “should”
or “more likely than not” opinion to make clear that the opinion is subject to a degree of uncertainty. In such cases, counsel
should explain clearly why it cannot give a “will” opinion. Refer to Sections III.C.1, III.C.2 and III.C.4 of Staff Legal
Bulletin No. 19 dated October 14, 2011.

Response: We respectfully acknowledge
the Staff’s comment and have filed a form of the required tax opinion as exhibit 8.1 to Amendment No. 2 and revised the
disclosure on pages 20, 21, 22, 99, 248 - 251 of Amendment No. 2 accordingly.

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February 10, 2025

Page 6

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 266

 8. We note your response to prior comment 37. We note that adjustment (B)
                                            reflects the cash proceeds from the concurrent PIPE Investment in the amount of $500 million
                                            from BCG, net of $10 million in fees incurred to raise the capital. However, you disclosed
                                            that you do not have an unconditional firm commitment for this funding, as the completion
                                            of the PIPE Investment and Debt
                                            Facility remains contingent upon the satisfaction of conditions, and there is no guarantee
                                            that the funding will be secured in full or on the terms anticipated. Please address the
                                            following:

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