SecProbe.io

CORRESP
 1
 filename1.htm

 Welsbach Technology Metals
Acquisition Corp.

 4422 N. Ravenswood Ave. #1025

 Chicago, IL 60640

 May 12, 2025

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Charles Eastman

 Ernest Greene

 Sarah Sidwell

 Geoffrey Kruczek

 Re:
 Welsbach Technology Metals Acquisition Corp.

 Registration Statement on Form S-4 (the "Registration Statement")

 File No. 333-283119

 Ladies and Gentlemen:

 The co-registrants hereby request, pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced Registration Statement such that the
Registration Statement will become effective as of 9:00 A.M. Eastern time on May 14, 2025, or as soon thereafter as practicable.

 Please contact Craig D. Linder of Anthony, Linder
& Cacomanolis, PLLC at (561) 514-0936 with any questions regarding the foregoing and to confirm the effectiveness of the Registration
Statement.

 Very truly yours,

 WELSBACH TECHNOLOGY METALS ACQUISITION CORP.

 By:
 /s/ Christopher Clower

 Name:
 Christopher Clower

 Title:
 Chief Operating Officer

 CRITICAL MINERAL RECOVERY, INC.

 By:
 /s/ Robert N. Feldman

 Name:
 Robert N. Feldman

 Title:
 Chief Executive Officer

 EVOLUTION METALS LLC

 By:
 /s/ David Wilcox

 Name:
 David Wilcox

 Title:
 Managing Member

 HANDA LAB CO., LTD.

 By:
 /s/ Sangmin Kim

 Name:
 Sangmin Kim

 Title:
 Chief Executive Officer

 KCM INDUSTRY CO., LTD.

 By:
 /s/ Changbae Lee

 Name:
 Changbae Lee

 Title:
 Chief Executive Officer

 KMMI INC.

 By:
 /s/ Andy Chun

 Name:
 Andy Chun

 Title:
 Chief Executive Officer

 NS WORLD CO., LTD.

 By:
 /s/ Kangyong Kim

 Name:
 Kangyong Kim

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 May 12, 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. 3 Registration Statement on Form S-4
Filed on April 25, 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. 4 ("Amendment No. 4") 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 May 9, 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. 4, unless otherwise
noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 4.

 Amendment No. 3 to Registration Statement on Form S-4 filed April
25, 2025

 General

 1. Refer to your response to prior comment 50 in your letter to us dated January 24, 2025 and the
 "form of" exhibit you included in your exhibit index. It appears that exhibit has now been
 deleted from your index. Please revise to file that form agreement as an exhibit. Please also tell us
 the status of the intended agreement related to the BCG Debt Facility. We note, for example, your disclosure
 on page 306 that it will be completed concurrently with the closing of the business combination.

 Response: We respectfully acknowledge the
Staff's comment and have filed the form of PIPE subscription agreement as Exhibit 10.52 to Amendment No. 4. In addition, we respectfully
advise the Staff that we intend to negotiate and execute an agreement related to the BCG Debt Facility after the closing of the Business
Combination. We have revised the disclosure on pages 37, 272 and 306 of Amendment No. 4 accordingly.

 May 12, 2025
Page 2

 2. We note the April 2025 Valuation and updated revenue projections on
 pages 163-65. Please revise to clarify how "the revenue projections continue to reflect
 EM management's current views regarding New EM's future performance." We
 note, for example, your disclosure on page 326 regarding the termination of your lease and
 no expectation of insurance recoveries related to the fire. We also note you deleted disclosure
 from pages 40, 317 and 333 about your expected completion time for the rebuild of your facility,
 as well as your disclosure on page 334 regarding the uncertainty of the release of your current
 site and "evaluating other properties."

 Response: We respectfully acknowledge the
Staff's comment and have revised the disclosure on page 165 of Amendment No. 4 to clarify how "the revenue projections continue
to reflect EM management's current views regarding New EM's future performance." Specifically, we have included additional
language to explain that, notwithstanding the termination of the lease for the CMR facility and the absence of expected insurance recoveries
related to the October 30, 2024 fire, EM and CMR management are actively evaluating alternative properties and remain confident and committed
to the planned rebuild and expansion of operations on the expected timeline with funding from the anticipated $2 billion PIPE financing
proceeds. Additionally, we have revised the disclosure on pages 40, 317, 326, 333 and 334 of Amendment No. 4 to, reinsert the disclosure
about the expected completion time for the rebuild of the CMR facility and management's evaluation of other properties to replace
the affected site, which was inadvertently deleted from Amendment No. 3 to the Registration Statement.

 3. Given the disclosures throughout your document regarding the delisting of your securities, please
 revise to clarify why you are attempting to comply with the exchange rule you cite.

 Response: We respectfully acknowledge the
Staff's comment and have revised the disclosure on page 223 of Amendment No. 4 accordingly.

 May 12, 2025
Page 3

 If you have any questions regarding the foregoing
or Amendment No. 4, please contact the undersigned at (251) 280-1980 or Craig D. Linder at (877) 541-3263.

 Sincerely,

 /s/ Christopher Clower

 Christopher Clower

 Chief Operating Officer

 cc: Craig D. Linder, Esq./Anthony, Linder & Cacomanolis,
PLLC

 Laura Anthony, Esq./Anthony, Linder &
Cacomanolis, PLLC

 Christopher Clower, Welsbach Technology
Metals Acquisition Corp

 Joel May, Jones Day

 Thomas Short, Jones Day

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 9, 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
 May 9, 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. 3 to Registration Statement on Form S-4
 Filed on April 25, 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 19,
2025 letter.

Amendment No. 3 to Registration Statement on Form S-4 filed April 25, 2025
General

1. Refer to your response to prior comment 50 in your letter to us dated
January 24, 2025
 and the "form of" exhibit you included in your exhibit index. It appears
that exhibit
 has now been deleted from your index. Please revise to file that form
agreement as an
 exhibit. Please also tell us the status of the intended agreement
related to the BCG
 Debt Facility. We note, for example, your disclosure on page 306 that it
will be
 completed concurrently with the closing of the business combination.
2. We note the April 2025 Valuation and updated revenue projections on
pages 163-65.
 Please revise to clarify how "the revenue projections continue to
reflect EM
 management s current views regarding New EM s future performance."
We note, for
 example, your disclosure on page 326 regarding the termination of your
lease and no
 expectation of insurance recoveries related to the fire. We also note
you deleted
 disclosure from pages 40, 317 and 333 about your expected completion
time for the
 rebuild of your facility, as well as your disclosure on page 334
regarding the
 uncertainty of the release of your current site and "evaluating other
properties."
Stock Issuance Proposal, page 223
 May 9, 2025
Page 3

3. Given the disclosures throughout your document regarding the delisting
of your
 securities, please revise to clarify why you are attempting to comply
with the
 exchange rule you cite.
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 25, 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. 3 Registration Statement on Form S-4
Filed on April 25, 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. 3 ("Amendment No. 3") 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 19, 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. 3, unless otherwise
noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 3.

 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.

 Response: We respectfully acknowledge the
Staff's comment and have reinstated the "controlled company" disclosure on pages 98-99 and 130 of Amendment No. 3 accordingly.

 Page 1 of 3

 April 25, 2025
Page 2

 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.

 Response: We respectfully acknowledge the
Staff's comment and advise the Staff that we have received responses from Springrock Management Inc. and Broughton Capital Group
and have revised the disclosure on page 455 of Amendment No. 3 accordingly.

 Index to Financial Statements, page F-1

 3. Please note the financial statement updating requirements of Rule 3-12 of Regulation S-X.

 Response: We respectfully acknowledge the
Staff's comment and have filed updated financial statements with Amendment No. 3 in accordance with the updating requirements of
Rule 3-12 of Regulation S-X and have updated the related financial information throughout the Amendment No. 3 accordingly.

 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.

 Response: We respectfully acknowledge the
Staff's comment and have filed the signed, dated tax opinion as exhibit 8.1 to Amendment No. 3 accordingly.

 Page 2 of 3

 April 25, 2025
Page 3

 If you have any questions regarding the foregoing
or Amendment No. 3, please contact the undersigned at (251) 280-1980 or Craig D. Linder at (877) 541-3263.

 Sincerely,

 /s/ Christopher Clower

 Christopher Clower

 Chief Operating Officer

 cc: Craig D. Linder, Esq./Anthony, Linder & Cacomanolis,
PLLC

 Laura Anthony, Esq./Anthony, Linder &
Cacomanolis, PLLC

 Christopher Clower, Welsbach Technology
Metals Acquisition Corp

 Joel May, Jones Day

 Thomas Short, Jones Day

 Page 3 of 3

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

CORRESP
1
filename1.htm

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.

    Page 1 of 9

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”).

    Page 2 of 9

February 10, 2025

Page 3

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.

    Page 3 of 9

February 10, 2025

Page 4

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.

    Page 4 of 9

February 10, 2025

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.

    Page 5 of 9

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:

 ● On

February 7, 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 7, 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. 1 to Registration Statement on Form S-4
Filed on January 24, 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 December 10,
2024 letter.
Form S-4/A filed January 24, 2025
General
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.
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.
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 3.

February 7, 2025
Page 3
applies to claims arising under the Exchange Act.
4.Please reconcile the information you added in response to prior comment 39 with the
biographical disclosures beginning on page 444.
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.
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.
Certain Material U.S. Federal Income Tax Considerations of CMR Merger 1 and CMR
Merger 2 for CMR and Shareholders of CMR, page 249
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, 7.

February 7, 2025
Page 4
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.
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:
•On page 152 and throughout the filing, you refer to the terms described in the
non-binding term sheet. You also indicated that you entered into the PIPE Term
Sheet with certain legally binding clauses with BCG. Please help us understand
which clauses are legally binding and which are non-binding;
•Explain how you concluded that this adjustment meets the criteria set forth in
Article 11 of Regulation S-X to be included in your pro forma  financial
statements given the uncertainty of its completion. In addition to your response,
please provide an update on the current status of the funding;
•Given the apparent uncertainty of this funding, if you are able to support its
presentation based on the guidance of Article 11 of Regulation S-X, tell us how
you considered the need to present additional scenarios where this uncertain
funding is not received since that appears to be a possible outcome; and
•On page 254, you disclosed that the actual amount of PIPE Securities issued to
PIPE Investors in each scenario could be materially more or less than assumed
amounts, which could result in proceeds in excess of, or that would not meet, the
Minimum Available Cash Condition. Please prominently disclose whether you
would be able to meet the  minimum cash  condition under the maximum
redemption scenario.
Evolution Metals LLC
Report of Independent Registered Public Accounting Firm, page F-80
9.We note your response to prior comment 46.  You indicated, in part, that "each of EM
and the Korean Companies has been determined to be a non-predecessor co-registrant
and company being acquired under Item 17 of Form S-4."  However, we note on
pages 92, 120, 253 and 264, you disclose that EM is being treated as the "accounting
acquirer" for financial reporting purposes. Please tell us what consideration you gave
to EM being the "accounting acquirer" in the reverse recapitalization as well as in the
acquisition of each Operating Company in your analysis.

February 7, 2025
Page 5
Exhibits
10.We note your response to prior comment 50.  In addition to the agreements mentioned
in that comment, please provide the CMR Advance Agreement and the Transactional
Advise Agreement as exhibits to your registration statement.
            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

CORRESP
1
filename1.htm

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.

    Page
                                            1 of
                                            17

January 24, 2025

Page 2

 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.

    Page
                                            2 of
                                            17

January 24, 2025

Page 3

 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.

    Page
                                            3 of
                                            17

January 24, 2025

Page 4

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.

    Page
                                            4 of
                                            17

January 24, 2025

Page 5

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

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

United States securities and exchange commission logo
May 29, 2024
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640
Re:Welsbach Technology Metals Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on May 17, 2024
File No. 001-41183
Dear Daniel Mamadou:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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  Welsbach Technology Metals Acquisition Corp.

4422 N. Ravenswood Ave #1025

Chicago, Illinois 60640

+1 (251) 280-1980

May 29, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street N.E.

Washington, D.C., 20549

    Attention:
    Ms. Sarah Sidwell

    Mr. Jay Ingram

    Re:
    Welsbach Technology Metals Acquisition Corp.

    Response to Staff’s Comment on Preliminary Proxy Statement on Schedule 14A

    Filed on May 17, 2024

    File No. 001-41183

Ladies and Gentlemen:

Welsbach Technology Metals
Acquisition Corp. (the “Company”) is writing to respond to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated May 28, 2024 (the “Comment
Letter”), relating to the above referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).
In response to the comment set forth in the Comment Letter (the “Comment”), the Company has revised the Proxy Statement
and is filing Definitive Proxy Statement via EDGAR with this response letter.

Set forth below is the Company’s
response to the Comment. The Staff’s comment is repeated below in bold and is followed by the Company’s response. Page references
in the text of this response letter correspond to the page numbers of the Amended Proxy Statement. Capitalized terms used but not defined
herein are used herein as defined in the Amended Proxy Statement.

Preliminary Proxy Statement on Schedule
14A filed May 17, 2024

General

 1. Please revise to disclose that your proposal to extend your termination date beyond 36 months from
the effectiveness of your initial public offering registration statement does not comply with Nasdaq listing rules. Describe the risks
of your non-compliance, including that your securities may be subject to suspension and delisting from the Nasdaq Global Market, and the
consequences of any such suspension or delisting.

In response to the Staff’s comment,
the Company has revised the disclosure on page 13 to 14 of the Definitive Proxy Statement.

If you have any questions regarding
the Definitive Proxy Statement, please contact the undersigned by phone at +65 8121 0008 or via e-mail at daniel@welsbach.sg.

    Very truly yours,

    /s/ Daniel Mamadou

    Daniel Mamadou

    Chief Executive Officer

    cc:
    Chirstopher Clower, Chief Operating Officer, Welsbach Technology Metals Acquisition Corp.

United States securities and exchange commission logo
May 28, 2024
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640
Re:Welsbach Technology Metals Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on May 17, 2024
File No. 001-41183
Dear Daniel Mamadou:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 17, 2024
General
1.Please revise to disclose that your proposal to extend your termination date beyond 36
months from the effectiveness of your initial public offering registration statement does
not comply with Nasdaq listing rules. Describe the risks of your non-compliance,
including that your securities may be subject to suspension and delisting from the Nasdaq
Global Market, and the consequences of any such suspension or delisting.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any
other questions.

 FirstName LastNameDaniel Mamadou
 Comapany NameWelsbach Technology Metals Acquisition Corp.
 May 28, 2024 Page 2
 FirstName LastName
Daniel Mamadou
Welsbach Technology Metals Acquisition Corp.
May 28, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
August 25, 2023
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
160 S Craig Place
Lombard, Illinois, 60148
Re:Welsbach Technology Metals Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed August 17, 2023
File No. 001-41183
Dear Daniel Mamadou:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 8, 2023
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
160 S Craig Place
Lombard, IL 60148
Re:Welsbach Technology Metals Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 24, 2023
File No. 001-41183
Dear Daniel Mamadou:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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March 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Alex King

Ms. Asia Timmons-Pierce

 Re: Welsbach Technology Metals Acquisition Corp.

Response to Staff’s Comment on Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed March 6, 2023

File No. 001-41183

Ladies and Gentlemen:

On behalf of our client, Welsbach
Technology Metals Acquisition Corp. (the “Company”), we are responding to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 7, 2023 (the
“Comment Letter”), relating to the above referenced Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A (the “Proxy Statement”). In response to the comment (the “Comment”) set forth
in the Comment Letter, the Company has revised the Proxy Statement and is filing Amendment No. 2 to the Proxy Statement (the “Amended
Proxy Statement”) via EDGAR with this response letter.

Set forth below is the Company’s
response to the Comment. The Staff’s comment is repeated below in bold and is followed by the Company’s response. Page references
in the text of this response letter correspond to the page numbers of the Amended Proxy Statement. Capitalized terms used but not defined
herein are used herein as defined in the Amended Proxy Statement.

Amendment No. 1 to Preliminary Proxy Statement
on Schedule 14A filed March 6, 2023

General

 1. We note your response to prior comment 1, and reissue our comment in part. Please 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 rights, which would expire worthless.

In response to the Staff’s comment,
the Company has revised the disclosure on page 14 of the Amended Proxy Statement.

*	*	*

If you have any questions
regarding the Amended Proxy Statement, please contact the undersigned by phone at +65 6994-4701 or via e-mail at tpitrelli@cooley.com.

Very truly yours,

/s/ Timothy Pitrelli

Timothy Pitrelli

 cc: Daniel Mamadou, Chief Executive Officer, Welsbach Technology Metals Acquisition Corp.

Christopher Clower, Chief Operating Officer, Welsbach Technology Metals Acquisition Corp.

Dag Arild Valand, Chief Executive Officer,
WaveTech Group, Inc.

David Silverman, Partner, Cooley LLP

Eric M. Hellige, Partner, Pryor Cashman LLP

M. Ali Panjwani, Partner, Pryor Cashman LLP

United States securities and exchange commission logo
March 7, 2023
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
160 S Craig Place
Lombard, IL 60148
Re:Welsbach Technology Metals Acquisition Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed March 6, 2023
File No. 001-41183
Dear Daniel Mamadou:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed March 6, 2023
General
1.We note your response to prior comment 1, and reissue our comment in part.
Please 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 rights, which would expire worthless.

 FirstName LastNameDaniel Mamadou
 Comapany NameWelsbach Technology Metals Acquisition Corp.
 March 7, 2023 Page 2
 FirstName LastName
Daniel Mamadou
Welsbach Technology Metals Acquisition Corp.
March 7, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Timothy Pitrelli

+65 6994 4701

tpitrelli@cooley.com

March 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Alex King

Ms. Asia Timmons-Pierce

Re: Welsbach Technology Metals Acquisition Corp.

Response to Staff’s Comment on Form PRE 14A

Filed February 24, 2023

File No. 001-41183

Ladies and Gentlemen:

On behalf of our client, Welsbach
Technology Metals Acquisition Corp. (the “Company”), we are responding to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 3, 2023 (the
“Comment Letter”), relating to the above referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy
Statement”). In response to the comment (the “Comment”) set forth in the Comment Letter, the Company
has revised the Proxy Statement and is filing Amendment No. 1 to the Proxy Statement (the “Amended Proxy Statement”)
via EDGAR with this response letter.

Set forth below is the Company’s
response to the Comment. The Staff’s comment is repeated below in bold and is followed by the Company’s response. Page references
in the text of this response letter correspond to the page numbers of the Amended Proxy Statement. Capitalized terms used but not defined
herein are used herein as defined in the Amended Proxy Statement.

March 6, 2023

Page 2

Form PRE 14A filed February 24, 2023

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, 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, or has substantial ties with a non-U.S. person. If so, also 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 U.S. 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.

CFIUS likely would regard the Sponsor
to be “controlled” by Mr. Daniel Mamadou, one of the managers of the Sponsor and a citizen of the Kingdom of Spain. Two of
the Sponsor’s directors – Dr. Ralph Welpe and Sergey Marchenko – also are “foreign persons” for CFIUS purposes.
Risks associated with such foreign persons have been addressed in a risk factor included on page 13 of the Amended Proxy Statement.

*	*	*

55 Hudson Yards, New York, New York 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

If you have any questions regarding
the Amended Proxy Statement, please contact the undersigned by phone at +65 6994-4701 or via e-mail at tpitrelli@cooley.com.

    Very truly yours,

    /s/ Timothy Pitrelli

    Timothy Pitrelli

cc: Daniel Mamadou, Chief Executive Officer, Welsbach Technology Metals Acquisition Corp.

Christopher Clower, Chief Operating Officer, Welsbach Technology Metals Acquisition Corp.

Dag Arild Valand, Chief Executive Officer,
WaveTech Group, Inc.

David Silverman, Partner, Cooley LLP

Eric M. Hellige, Partner, Pryor Cashman LLP

M. Ali Panjwani, Partner, Pryor Cashman LLP

United States securities and exchange commission logo
March 3, 2023
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
160 S Craig Place
Lombard, IL 60148
Re:Welsbach Technology Metals Acquisition Corp.
Form PRE 14A
Filed February 24, 2023
File No. 001-41183
Dear Daniel Mamadou:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form PRE 14A filed February 24, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, 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, or has
substantial ties with a non-U.S. person.  If so, also 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 U.S. 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

 FirstName LastNameDaniel Mamadou
 Comapany NameWelsbach Technology Metals Acquisition Corp.
 March 3, 2023 Page 2
 FirstName LastName
Daniel Mamadou
Welsbach Technology Metals Acquisition Corp.
March 3, 2023
Page 2
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Chardan Capital Markets, LLC

17 State Street, Suite 2100

New York, NY 10004

December 23, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Chen

    Re:
    Welsbach Technology Metals Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1, as amended (“Registration Statement”)

    (File No. 333-261467)

Dear Mr. Chen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Chardan Capital Markets, LLC, as representative of the underwriters, hereby joins in the Company’s request for acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Standard Time,
on Monday, December 27, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the
Securities Act, please be advised that we, acting as representative of the several underwriters, distributed as many copies of the Preliminary
Prospectuses, dated December 21, 2021, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Head of Investment Banking

CORRESP
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Welsbach Technology Metals Acquisition Corp.

160 S Craig Place

Lombard, Illinois 60148

December 23, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Mr. Chen

    Re:

    Welsbach Technology Metals Acquisition Corp.

    Registration Statement on Form S-1

    Filed December 2, 2021, as amended

    File No. 333-261467

Dear Mr. Chen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Welsbach Technology Metals Acquisition Corp. hereby requests acceleration of
effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Monday, December 27,
2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Daniel Mamadou

    Daniel Mamadou

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Hunter Taubman Fischer & Li LLC

CORRESP
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Chardan Capital Markets, LLC

17 State Street, Suite 2100

New York, NY 10004

December 20, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Welsbach Technology Metals Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1, as amended (“Registration Statement”)

    (File No. 333-261467)

VIA EDGAR

Ladies and Gentlemen:

On December 20,
2021, we, as the representative of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR requesting,
pursuant to Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration
Statement so that it may be declared effective on December 20, 2021, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.
We are no longer requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally
withdraw such request for acceleration.

Very truly yours,

CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

Welsbach Technology Metals Acquisition Corp.

160 S Craig Place

Lombard, Illinois
60148

December 20, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

    Re:

    Welsbach Technology Metals Acquisition Corp.

    Registration Statement on Form S-1

    Filed December 2, 2021, as amended

    File No. 333-261467

Ladies and Gentlemen:

On December 16, 2021, Welsbach Technology Metals Acquisition
Corp. requested acceleration of the effective date of the above referenced Registration Statement so that it would become effective at
4:00 p.m. ET on December 20, 2021, or as soon as thereafter practicable. We hereby withdraw our request for acceleration of effectiveness.

    Very truly yours,

    /s/  Daniel Mamadou

    Daniel Mamadou

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Chardan Capital Markets, LLC

17 State Street, Suite 2100

New York, NY 10004

December 20, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Chen

    Re:
    Welsbach Technology Metals Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1, as amended (“Registration Statement”)

    (File No. 333-261467)

Dear Mr. Chen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Chardan Capital Markets, LLC, as representative of the underwriters, hereby joins in the Company’s request for acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Standard Time,
on Monday, December 20, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that we, acting as representative of the several underwriters, distributed as many copies of the
Preliminary Prospectuses, dated December 2, 2021, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

Welsbach
Technology Metals Acquisition Corp.

160
S Craig Place

Lombard,
Illinois 60148

December
16, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C., 20549

Attention:
Mr. Chen

    Re:
    Welsbach Technology Metals
    Acquisition Corp.

    Registration Statement
    on Form S-1

    Filed December 2, 2021,
    as amended

    File No. 333-261467

Dear Mr. Chen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Welsbach Technology Metals Acquisition Corp. hereby requests acceleration of
effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Monday, December 20,
2021, or as soon as thereafter practicable.

    Very
    truly yours,

    /s/
    Daniel Mamadou

    Daniel Mamadou

    Chief
    Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 24, 2021
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
160 S Craig Place
Lombard, Illinois 60148
Re:Welsbach Technology Metals Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted November 12, 2021
CIK No. 0001866226
Dear Mr. Mamadou:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please contact Shih-Kuei Chen at 202-551-7664 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jonathan H. Deblinger