EMAT

New in FY2025

• An investment in our securities involves a high degree of risk.
• You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, including our historical financial statements and related notes included elsewhere in this Annual Report on Form 10-K, before making a decision to invest in our securities.
• Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common stock.
• Refer to “Cautionary Statement Regarding Forward-Looking Statements.” We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause.
• These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us.
• There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us.
• You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
• Risks Related to EM&T’s Financial Condition and Results of Operations EM&T has a limited operating history as a consolidated company following the Business Combination, which makes it difficult to evaluate its business, prospects, and future operating results.
• EM&T was formed as the result of the business combination completed in January 2026, and its historical financial information does not reflect the operations of EM&T as a consolidated public company.
• While EM&T conducts its business through EM and other operating subsidiaries that have varying operating histories, EM&T itself has a limited operating history in its current structure, scale, and scope.
• As a result, investors have limited historical information upon which to evaluate EM&T’s business, prospects, and future performance.
• Although certain of EM&T’s operating subsidiaries have been engaged in activities related to critical materials processing, recycling, and magnet manufacturing prior to the Business Combination, these businesses were not previously operated or managed as part of a single, vertically integrated platform.
• Accordingly, EM&T’s historical results may not be indicative of its future performance as a consolidated enterprise.
• EM&T may encounter risks, uncertainties, expenses, and difficulties commonly associated with companies transitioning to a larger, integrated operating model, including, among others: ● limited operating history at the scale and integration level contemplated following the Business Combination, making it difficult to predict future financial performance; ● the need to raise and deploy substantial additional capital to fund growth initiatives, capital expenditures, and working capital requirements; ● the possibility of continued operating losses as EM&T invests in scaling operations, integrating subsidiaries, and expanding production capacity; ● challenges in forecasting and responding to changes in demand, pricing, and regulatory conditions in the critical materials, battery metals, and rare earth magnet markets; ● risk that customers may delay, reduce, or decline adoption of EM&T’s battery metals, magnet, or related products; ● limited experience operating EM&T as a single, consolidated public company with centralized governance, reporting, and controls; ● competition from larger, more established, and better-capitalized companies with greater financial, technical, and operational resources; ● difficulties in attracting, integrating, and retaining skilled management, engineering, technical, and operational personnel necessary to execute EM&T’s growth strategy; and ● dependence on key executive, technical, and operational personnel, the loss of whom could adversely affect EM&T’s ability to execute its business plan.
• Due to these risks and uncertainties, investors may have difficulty evaluating EM&T’s business and prospects, and EM&T’s actual results may differ materially from expectations or projections.
• EM&T has incurred operating losses and may be unable to achieve sustained, long-term profitability and commercial success.
• Since the completion of the Business Combination, EM&T has incurred operating losses and expects to continue to incur significant expenses as it integrates its operating subsidiaries, scales production capacity, and expands its vertically integrated critical materials platform.
• EM&T has not yet generated revenues at levels sufficient to offset its operating expenses, and there can be no assurance that it will achieve or maintain profitability in the future.
• EM&T anticipates incurring substantial operating costs, including research and development (“R&D”) expenses, capital expenditures, and integration-related costs, as it seeks to ramp up revenues from the sale of concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (“pCAM”), magnets, and their related products.
• These expenditures are expected to continue until EM&T is able to achieve sufficient scale, operational efficiency, and market adoption of its products.
• To achieve sustained profitability and long-term commercial success, EM&T must successfully execute its growth and integration strategy, including, among other things: ● integrating acquired and future operating businesses into a cohesive, efficient, and scalable platform; ● expanding production capacity and scaling operations to meet anticipated demand for battery metals, rare earth elements, and related products; ● reducing unit manufacturing costs through the implementation of automation, robotics, and AI-enabled smart factory technologies; ● pricing its products competitively while increasing market penetration across end markets such as automotive, aerospace, defense, healthcare technologies, renewable energy, and consumer electronics; ● commercializing and scaling its recycling processes and manufacturing technologies to capture additional market opportunities; and ● securing reliable, long-term sources of feedstock, including spent lithium-ion batteries, e-scrap, and other recyclable materials, to support its multi-feedstock processing facilities.
• If EM&T fails to execute one or more of these initiatives effectively or within expected timeframes, EM&T may be unable to achieve sustained profitability or generate sufficient cash flows to support its operations.
• As EM&T transitions from an integration and scale-up phase to a more mature commercial operating phase, its future revenue growth will depend on factors both within and outside its control.
• Adverse developments such as reduced global demand for critical materials, pricing pressure, increased competition, regulatory changes, or delays in customer adoption could materially limit EM&T’s revenue growth.
• In addition, EM&T’s reliance on third-party suppliers for spent lithium-ion batteries and other feedstock exposes it to sourcing volatility, price fluctuations, quality variability, and potential supply disruptions, any of which could adversely affect production yields, operating efficiency, and downstream product output.
• If EM&T is unable to generate sufficient revenues, achieve operational efficiencies, or raise additional capital as needed, its ability to continue operations and execute its business plan could be materially and adversely affected, including the risk that EM&T may not be able to continue as a going concern.
• EM&T’s future success depends on its ability to execute its growth and go-to-market strategies effectively.
• EM&T’s success hinges on its ability to implement its growth and go-to-market strategies, particularly in expanding its production of critical materials, scaling its recycling operations, and integrating its planned acquisitions.
• EM&T’s future management team must execute these strategies to increase sales, bring new products to market, and capitalize on its proprietary technologies in areas such as AI-driven automation and material recycling.
• The success of EM&T’s strategy depends on its ability to develop and operate both its planned battery recycling facility and its multi-feedstock processing facility.
• The battery recycling facility is expected to convert spent lithium-ion batteries into black mass, specifically designed to integrate with its downstream multi-feedstock processing operations.
• This black mass, along with other third-party sourced material, is expected to then be processed at the multi-feedstock facility into battery-grade carbonates, sulfates, and precursor cathode active materials (pCAMs).
• Separately, the multi-feedstock facility is expected to also recover rare earth elements, precious metals, and non-ferrous materials from e-scrap such as printed circuit boards (PCBs).
• If EM&T is unable to secure consistent volumes of spent lithium-ion batteries or high-quality e-scrap at competitive prices, or if the facilities fail to meet downstream product specifications or customer offtake requirements, its ability to generate revenue from these operations could be materially and adversely affected.
• However, the success of EM&T’s strategy is subject to several uncertainties, including potential delays in completing acquisitions, longer-than-expected timelines to generate projected revenues, and challenges in developing or commercializing new products.
• Moreover, EM&T’s growth and go-to-market strategies may prove ineffective due to factors such as unforeseen market conditions, increased competition, or challenges in customer adoption of its products.
• If EM&T cannot execute its strategies in a timely or cost-effective manner, it could face significant challenges to its business, financial condition, and ability to achieve profitability.
• Ineffective execution of these strategies could negatively impact EM&T’s results of operations and its ability to meet its long-term growth objectives.
• EM&T’s failure to execute its strategic plans would have a material adverse effect on its operating results and business, harm its reputation and could result in substantial liabilities that exceed its resources.
• The estimated costs and timelines developed by EM&T for the large-scale integration, assembly, and production of its concentrates, oxides, metals, carbonates, sulfates, precursor cathode active materials (pCAM), magnets, and their related products are subject to the risks and uncertainties inherent in transitioning from an early-stage company to full commercial operations.

and 547 more.

Gone since FY2024

• As a smaller reporting company, we are not required to include risk factors in this Report.
• However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: ● We are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; ● We may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; ● Our expectations around the performance of a prospective target business or businesses may not be realized; ● We may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; ● Our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; ● We may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption; ● We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; ● You may not be given the opportunity to choose the initial business target or to vote on the initial business combination; ● Trust account funds may not be protected against third party claims or bankruptcy; ● An active market for our public securities’ may not develop and you will have limited liquidity and trading; ● The availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; ● Our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management; ● There may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target; ● Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; ● We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; ● We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction.
• Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination.
• These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination; ● We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; ● Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; ● Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; ● If the funds held outside of our trust account are insufficient to allow us to operate until at least June 30, 2025 (or such date as extended by our charter), our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected; ● Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by June 30, 2025 (or such date as extended by our charter); ● The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share; ● Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
• If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our rights will expire worthless; and ● Our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.
• For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement.