UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~July~~ 9July 21, 2025

Evolution Metals LLC

(Exact name of registrant as specified in its charter)

Delaware		333-283119-05		99-1246300
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

516 S Dixie Hwy, Unit 209

West Palm Beach, FL, 33401

(Address and zip code of principal executive offices)

(561) 517-3750

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.0201 ~~Termination~~Entry ofinto a Material Definitive Agreement.

~~Under~~Amendment ~~the terms of the Amended and Restated Merger Agreement dated March 31, 2025 regarding the acquisition of Critical Mineral Recovery, Inc~~No. ~~("CMR~~5 ~~Merger~~to ~~Agreement", as previously filed in the Registration Statement on Form S-4), the CMR~~ Merger Agreement ~~may be terminated in the event the business combination does not close by June 30, 2025.~~

OnThis ~~July~~section 3describes the material provisions of the Merger Agreement Amendment (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Amendment, ~~2025~~a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the ~~CMR~~capitalized ~~Merger~~terms ~~Agreement~~used ~~was~~below ~~terminated~~are defined in the Amendment.

~~Cautionary~~On July ~~Statement~~21, ~~Regarding~~2025, ~~Forward-Looking~~Evolution ~~Statements~~Metals LLC, a Delaware limited liability company (“EM”), entered into an Amendment No. 5 to Amended and Restated Agreement and Plan of Merger (the “Merger Agreement Amendment”), by and among EM, Welsbach Technology Metals Acquisition Corp. (“WTMA”) and WTMA Merger Subsidiary LLC (“Merger Sub”), which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among EM, WTMA and Merger Sub, by among other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding the acquisition of Critical Mineral Recovery, Inc. and removing references to certain precedent step transactions related thereto.

~~Certain~~Item statements made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 19959.01 ~~When~~Financial ~~used~~Statements in this Current Report on Form 8-K, the words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and ~~similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking~~Exhibits. The forward-looking statements are based on the current expectations and beliefs of the management of WTMA and EM, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by EM and the following:

EM is a newly formed company with no operating history or revenue; EM’s ability to complete business combinations in accordance with its business strategy, including, but not limited to, the proposed Business Combination; the risk that the consummation of the proposed Business Combination is significantly delayed; the ability to recognize the anticipated benefits of the proposed Business Combination; the risk that the announcement and consummation of the proposed Business Combination disrupts EM’s current plans; following the closing of the proposed Business Combination, WTMA’s (~~which intends to change its name to Evolution Metals & Technologies Corp. (such post-closing entity is referred to as “New EM”~~d)) ability to successfully integrate the business and operations of EM and the other Target Companies into its ongoing business operations and realize the intended benefits of New EM’s acquisition of the Target Companies; New EM’s ability to secure consistent feedstock for its operations; expectations regarding New EM’s strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and New EM’s ability to invest in growth initiatives; satisfaction or waiver (if applicable) of the conditions to the proposed Business Combination, including, among other things, approval of the proposed Business Combination and related agreements and transactions; the occurrence of any other event, change or other circumstances that could give rise to the termination of that certain Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended, by and among WTMA, WTMA Merger Subsidiary LLC and EM; the implementation, market acceptance and success of New EM’s business model and growth strategy; the ability to obtain or maintain the listing of New EM’s common stock on Nasdaq following the proposed Business Combination; the success in retaining or recruiting, or changes required in, New EM’s officers, key employees or directors following the completion of the proposed Business Combination; the impact of the regulatory environment and complexities with compliance related to such environment, including New EM’s ability to meet, and continue to meet, applicable regulatory requirements; New EM’s ability to execute its business plan, including with respect to its technical development and commercialization of products, and its growth and go-to-market strategies; New EM’s ability to achieve sustained, long-term profitability and commercial success; operational risks, including with respect to New EM’s use of agents or resellers in certain jurisdictions, New EM’s ability to scale up its manufacturing quantities of its products, New EM’s outsourcing of manufacturing and such manufacturers’ ability to satisfy New EM’s manufacturing needs on a timely basis, the availability of components or raw materials used to manufacture New EM’s products and New EM’s ability to process customer order backlog; New EM’s revenue deriving from a limited number of customers; geopolitical risk and changes in applicable laws or regulations, including with respect to New EM’s planned operations outside of the UExhibits.S. and Korea; New EM’s ability to attract and retain talented personnel; New EM’s ability to compete with companies that have significantly more resources; New EM’s ability to meet certain certification and compliance standards; New EM’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims; the outcome of any known and unknown litigation and regulatory proceedings, including any proceedings that may be instituted against EM LLC following announcement of the proposed Business Combination; and other factors detailed under the section entitled “Risk Factors” in the Registration Statement. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of WTMA, EM and the other Target Companies prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, WTMA, EM and the other Target Companies undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.

2 The following exhibits are being filed herewith:

SIGNATURES

Exhibit No.		Description
2.1*		Amendment No. 5 to Amended and Restated Merger Agreement and Plan of Merger, dated as of July 21, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC (incorporated by reference to Exhibit 2.1 to Welsbach Technology Metals Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 5, 2025 (File No. 001-41183))
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant~~* Certain exhibits and schedules to ~~the~~this ~~requirements of~~exhibit ~~the~~have ~~Securities~~been ~~Exchange~~omitted ~~Act~~in ofaccordance ~~1934,~~with ~~the~~Instruction ~~registrant~~4 ~~has~~to ~~duly~~Item ~~caused~~1.01 ~~this~~of ~~report~~Form 8-K. The Registrant agrees to befurnish ~~signed~~a oncopy ~~its~~of ~~behalf~~all byomitted exhibits and schedules to the ~~undersigned~~SEC ~~hereunto duly~~upon ~~authorized~~its request.

~~Dated: July 10, 2025~~1

~~Evolution Metals LLC By: /s/ David Wilcox Name: David Wilcox Title: Managing Member~~SIGNATURES

3 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 5, 2025

	Evolution Metals LLC

	By:	/s/ David Wilcox
	Name:	David Wilcox
	Title:	Manager

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