Evolution Metals & Technologies (EMAT) Proxy filing summary

Executive summary

• Special meeting scheduled for June 26, 2025, to vote on extending the deadline to complete a business combination by up to three months, from June 30, 2025, to September 30, 2025, with no additional contribution to the trust account.

• The extension is sought to allow completion of a pending merger with Evolution Metals LLC, after prior extensions totaling two years and nine months.

• If the extension is not approved, the company will redeem all public shares and proceed to dissolution and liquidation.

• Stockholders may redeem their shares for a pro rata portion of the trust account regardless of their vote.

• The board recommends voting in favor of all proposals and believes the extension is in the best interests of stockholders.

Voting matters and shareholder proposals

• Three proposals: Charter Amendment (extension), Trust Amendment (to permit extension), and Adjournment (if more time is needed to solicit votes).

• Approval of the Charter and Trust Amendments are cross-conditioned; both must pass for the extension to be implemented.

• Adjournment Proposal only presented if there are insufficient votes for the other proposals.

• Stockholders can submit proposals for the 2026 annual meeting if the extension is approved.

Board of directors and corporate governance

• Board unanimously recommends voting "FOR" all proposals.

• Sponsor, directors, and executive officers collectively control approximately 67.84% of outstanding shares as of the record date.

• Board members and affiliates may purchase public shares prior to the meeting to help satisfy extension requirements.

• Three directors are considered independent under Nasdaq and SEC rules.