| Description of Organization and Business Operations and Liquidity | Note 1 — Description of Organization and Business Operations
and Liquidity Welsbach Technology Metals
Acquisition Corp. (the “Company” or “WTMA”) was incorporated in Delaware on May 27, 2021. The Company is a blank
check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited
to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one subsidiary,
WTMA Merger Subsidiary Corp. (the “Merger Sub”), a direct wholly owned subsidiary of the Company incorporated in the state
of Delaware on October 19, 2022. As of September 30, 2024, the subsidiary had no activity. As of September 30, 2024,
the Company had not commenced any operations. All activity through September 30, 2024, relates to the Company’s formation and Initial
Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective Business Combination.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company generates non-operating income in the form of interest income earned on cash and investments from the proceeds derived from
the IPO. The registration statement for the Company’s IPO was declared effective on December 27, 2021. On December 30, 2021, the
Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public
Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public
Rights”), at $10.00 per Unit generating gross proceeds of $75,000,000, which is discussed in Note 3. The Company has selected December
31 as its fiscal year end. Simultaneously with the closing
of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of
$10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”)
generating gross proceeds of $3,475,000, which is described in Note 4. The Company granted the underwriters
a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any. On January 14, 2022, the underwriters partially exercised
the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment Units”), generating
gross proceeds of $2,276,860. Upon the closing of the over-allotment
on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $10.00 per Private
Placement Unit, generating gross proceeds of $45,540. As of January 14, 2022, a total of $77,276,860 of the net proceeds from the IPO
(including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account (defined below). As
the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders (as defined
below) have been forfeited for no consideration. Offering costs for the IPO
and underwriters’ partial exercise of the over-allotment option amounted to $4,788,446, consisting of $1,545,537 of underwriting
fees, $2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $538,219 of other costs.
As described in Note 6, the $2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination,
subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting Agreement”). Following the closing of
the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed
in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the
Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the
Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described
below. On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government
treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest-bearing deposit account. The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts
due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement
to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance
the Company will be able to successfully effect a Business Combination. The Company will provide
the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of
their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of
a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus
any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares
contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation,
if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain
amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”
(“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject
to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments
(i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the
allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are
subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i)
accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the
instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible
assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the consolidated balance sheets until
such date that a redemption event takes place. Redemptions of the Company’s
Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to
the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed
with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required
by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the
Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer
documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by
applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder
Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally,
each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote
for or against the proposed transaction. Notwithstanding the foregoing,
the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person
with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 20.0% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor,
officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment
to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its
Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity
to redeem their shares of Common Stock in conjunction with any such amendment. The Company initially had
until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s IPO, and further
extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business
Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the
trust agreement. The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released
to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. As of June 24, 2024, the Company announced that funds in the Company’s
Trust Account established to hold a portion of the proceeds from the Company’s initial public offering, including any interest thereon,
will not be used, now or in the future, to pay for any dissolution expenses in connection with the liquidation of the Trust Account. The period of time for the
Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period
of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $772,769 into the Trust Account on September 27, 2022 in
accordance with the Company’s amended and restated certificate of incorporation. Subsequently, the period of time for the Company
to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months
from December 30, 2022 to March 30, 2023 upon the deposit of $772,769 into the Trust Account on December 23, 2022. On March 24, 2023, the Company
held a special meeting of its stockholders. In connection with the votes to approve the March Extensions (defined below), the stockholders
approved the proposal to amend the Company’s charter by allowing the Company to extend (the “Extension”) the date by
which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March
30, 2023 to up to September 30, 2023, by depositing into the Trust Account $125,000 for each additional one month extension (the “Extension
Payment”) in exchange for a non-interest bearing, unsecured promissory note, convertible at the option of the holder, in full or
in part, into units at a price of $10.00 per unit, which units will be identical to the private placement units issued in connection with
the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”). The Company and Continental
Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by and
between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination Period for up to
an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing into the
trust account the Extension Payment each additional one month extension in exchange for an Extension Note. The period of time for the
Company to complete a business combination under its amended and restated certificate of incorporation was further extended for a period
of six (6) months from March 30, 2023 to September 30, 2023 upon the deposit of $125,000 into the Trust Account on March 28, 2023, April
27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s amended and restated
certificate of incorporation. On March 24, 2023, holders
of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.40 per share, for an aggregate redemption amount of approximately $42.6 million, leaving approximately $37.8 million
in the trust account, based on the approximately $80.4 million held in the trust account. The amount due to the redeeming stockholders
was disbursed on April 10, 2023. On April 10, 2023, $42.6
million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders
held on March 24, 2023 in connection with the vote to approve the March Extensions. On September 11, 2023, the
Company issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials
space (the “Target”) for a potential business combination. There can be no assurance that a definitive agreement will be entered
into or that the proposed transaction will be consummated. On September 29, 2023, the
Company held a special meeting of its stockholders. The stockholders approved the proposal to amend (the “September Charter Amendment”)
the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional nine months,
from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination
Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 (the “September Trust Amendment”
and together with the September Charter Amendment, the “September Extensions”), for no contribution to the trust account.
In connection with the votes to approve the September Extensions, the holders of 1,456,871 shares of common stock of the Company properly
exercised and did not reverse, their right to redeem their shares for cash at a redemption price of $10.79 per share, for an aggregate
redemption amount of approximately $15.7 million. The amount due to the redeeming stockholders was subsequently disbursed on October 12,
2023. On October 9, 2023, the Company
received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”)
stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued
listing on Nasdaq. Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”).
The Notice indicates that the Company has 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”)
to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar
days from the date of the Notice to evidence compliance. On November 12, 2023 the Company received an extension to regain compliance with
the Rule on or before April 8, 2024. As of April 5, 2024, the Company has received e-mail confirmation from Nasdaq that the Total Holder
Requirement deficiency has been cured, followed by a formal confirmation from Nasdaq on April 11, 2024. On October 16, 2023, the
board of directors (the “Board”) of the Company appointed Mr. Andrew Switaj and Mr. Dominik Michael Oggenfuss (each, a “New
Director”) as directors of the Company (the “Appointment”), effective immediately. In connection with
the Appointment, the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity Agreements”).
The Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023. On November 8, 2023, to mitigate
the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test
of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government treasury obligations held in the Trust
Account and placed all funds in the Trust Account in an interest-bearing deposit account. On January 25, 2024, the
Company issued a press release to announce that it had entered into a non-binding letter of intent with a target in the critical materials
space (the “Target”) for a potential business combination. There can be no assurance that a definitive agreement will be entered
into or that the proposed transaction will be consummated. On March 18, 2024, Ms. Emily
King resigned from her position as director, and a member of the Audit Committee and Compensation Committee of the Board of Directors
of the Company, effective immediately March 18, 2024 and Mr. Andrew Switaj resigned from his position as director, and a member of the
Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March 18, 2024. Neither Ms.
King’s nor Mr. Switaj’s resignation is a result of any disagreement with the Company on any matter related to the operations,
policies, or practices of the Company. On March 22, 2024,
the Company issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals LLC, a Delaware
company (“EM” or the “Target”) for a potential business combination. On April 1, 2024, the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub, and EM. Upon
the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes
being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM
being the surviving corporation in the Merger. The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced
by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent
Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”),. Upon consummation
of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter
the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company.
The Company will immediately be renamed Evolution Metals & Technologies Corp. On April 5, 2024, the Company
has received e-mail confirmation from Nasdaq that the Total Holder Requirement deficiency has been cured, followed by a formal confirmation
from Nasdaq on April 11, 2024. On April 18, 2024, the Company
moved its principal office address to 4422 N. Ravenswood Ave #1025, Chicago, Illinois 60640. The Company also changed its telephone number
to 251-280-1980. On June 17, 2024, the Company
received a letter from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”) stating that the
Company no longer complies with Nasdaq’s independent director, audit committee, and compensation committee requirements as set forth
in Listing Rule 5605 due to the resignations of Ms. Emily King and Mr. Andrew Switaj from the Company’s board, audit committee,
and compensation committee on March 18, 2024. Since the Notice, on July 12, 2024, the Company has appointed Matthew Rockett to serve as
an independent director, member of the audit committee, and chair of the compensation committee. On July 19, 2024, the Company has also
appointed Justin Werner to serve as independent director, member of the audit committee, and member of the compensation committee. These
appointments would resolve the Company’s compliance with Nasdaq’s independent director, audit committee, and compensation
committee requirements as set forth in Listing Rule 5605. On June 28, 2024, the Company
held a special meeting of its stockholders. The stockholders approved the proposal to amend (the “June Charter Amendment”)
the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional twelve months,
from June 30, 2024, to up to June 30, 2025 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period
for up to an additional twelve months, from June 30, 2024, to up to June 30, 2025 (the “June Trust Amendment” and together
with the June Charter Amendment, the “June Extensions”). In connection with the votes to approve the June Extension, the holders
of 1,090,062 shares of common stock of the Company properly exercised, and as of the date hereof have not reversed, their right to redeem
their shares for cash at a redemption price of approximately $11.21 per share, for an aggregate redemption amount of approximately $12.22
million. The amount due to the redeeming stockholders was subsequently disbursed on August 2, 2024. The Sponsor and the Company
have entered into Non-Redemption Agreements with several unaffiliated third parties (the “Investors”) on substantially the
same terms in exchange for their agreement to not redeem an aggregate of 1,125,000 ordinary shares in the Company at the Special Stockholder
Meeting. In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to cause MergeCo to issue to such
Investors an aggregate of 337,500 ordinary shares of MergeCo immediately following the consummation of an initial business combination
if they continue to hold such Non-Redeemed Shares through the Special Stockholder Meeting. On July 12, 2024, the board
of directors (the “Board”) of the Company appointed Mr. Matthew Rockett (“New Director”) as a director of the
Company (the “Appointment”), effectively immediately. In connection with the Appointment,
the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity Agreement”). The
Company and New Director consented to and executed the Indemnity Agreement on July 12, 2024. In exchange for New Director’s
service on the Board, the Board further authorized the Company to enter into certain agreements with the New Director (the “Share
Compensation Agreement”). The Company and New Director consented to and executed the Share Compensation Agreement on July 12, 2024,
whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities shall be subject to the
conditions that (i) the Initial Business Combination is consummated; and (ii) New Director (or his/her Permitted Transferees (as such
term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the Company, the Sponsor,
the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company, as escrow agent (as it
exists on the date hereof, the “Escrow Agreement”)). Upon the satisfaction of
the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no later than two (2)
business days following the closing of the Initial Business Combination) the Promised Securities to New Director (or his/her Permitted
Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on transfer
imposed by the securities laws. The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to New Director (or
his/her Permitted Transferees) in accordance with the foregoing. On July 19, 2024, the board
of directors (the “Board”) of the Company appointed Mr. Justin Werner (“New Director”) as a director of the Company
(the “Appointment”), effectively immediately. In connection with the Appointment,
the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity Agreement”). The
Company and New Director consented to and executed the Indemnity Agreement on July 19, 2024. In exchange for New Director’s
service on the Board, the Board further authorized the Company to enter into certain agreements with the New Director (the “Share
Compensation Agreement”). The Company and New Director consented to and executed the Share Compensation Agreement on July 19, 2024,
whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities shall be subject to the
conditions that (i) the Initial Business Combination is consummated; and (ii) New Director (or his/her Permitted Transferees (as such
term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the Company, the Sponsor,
the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company, as escrow agent (as it
exists on the date hereof, the “Escrow Agreement”)). Upon the satisfaction of
the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no later than two (2)
business days following the closing of the Initial Business Combination) the Promised Securities to Director (or his/her Permitted Transferees)
free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on transfer imposed by the
securities laws. The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to Director (or his/her Permitted
Transferees) in accordance with the foregoing. As a result of the appointment
of Mr. Matthew Rockett and Mr. Justin Werner, on August 1, 2024, the Company received a letter from Nasdaq determining that the Company
has now complies with the independent director, audit committee, or compensation committee requirements for continued listing on the Nasdaq
Global Market as set forth in Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2). On August 1, 2024, in support
of the Business Combination, inter alios, WTMA and EM have entered into a Term Sheet (the “Term Sheet”) with certain legally
binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment vehicle, to provide an
equity investment (“Anchor Equity Investor”) of US$500 million through a private investment in public equity (“PIPE
Anchor Equity Investment”) to be consummated concurrently with the Closing at a pre-money enterprise valuation for EM&T of US$6.2
billion. Additionally, BCG, through a special purpose lending vehicle (“Lender”), agrees to provide a debt facility (“Debt
Facility”) of up to US$6.2 billion to EM&T or to a subsidiary of EM&T guaranteed, inter alios, by EM&T to be consummated
concurrently with the Closing. The closing of the PIPE Anchor Equity Investment and Debt Facility is subject to the satisfactory completion
of BCG’s on-going due diligence, final investment approvals, execution of an equity subscription agreement, execution of a debt
facility agreement, the Closing, and other closing conditions. The Initial Stockholders
have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting
fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period,
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts
held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services
rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party
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