Welsbach Tech Metals Files 8-K with Key Agreements

TL;DR

WTMA filed an 8-K detailing material agreements and corporate changes. Big moves ahead.

AI Summary

Welsbach Technology Metals Acquisition Corp. (WTMA) entered into a Material Definitive Agreement on June 28, 2024, related to its business operations. The company also filed information regarding the creation of a direct financial obligation and amendments to its articles of incorporation. Additionally, matters were submitted to a vote of security holders.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial obligations for Welsbach Technology Metals Acquisition Corp., which could impact its future business and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, suggesting potential shifts in the company's structure or financial health.

Key Players & Entities

• Welsbach Technology Metals Acquisition Corp. (company) — Filer of the 8-K
• 0001866226 (company) — Central Index Key for Welsbach Technology Metals Acquisition Corp.
• 2024-06-28 (date) — Date of material definitive agreement and other corporate actions

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of Common Stock, $0.0001 par value, and one Right to receive one
• $177,772.80 — pital Note") in the principal amount of $177,772.80 to the Sponsor in exchange for cash for
• $1,100,609.63 — aggregate total Working Capital Loan of $1,100,609.63 as of the date hereof. The Working Capi
• $10.00 — additional private units at a price of $10.00 per unit. Additional Working Capital No
• $1.5 million — king Capital Notes series not to exceed $1.5 million. Any units issued upon conversion of t
• $11.17 — at a redemption price of approximately $11.17 per share, for an aggregate redemption
• $12.18 m — gate redemption amount of approximately $12.18 million, leaving approximately $12.10 mil
• $12.10 million — y $12.18 million, leaving approximately $12.10 million in the trust account, based on the appr
• $24.28 million — ust account, based on the approximately $24.28 million held in the trust account as of June 28

Filing Documents

• ea0208876-8k_welsbach.htm (8-K) — 61KB
• ea020887601ex3-1_welsbach.htm (EX-3.1) — 11KB
• ea020887601ex10-1_welsbach.htm (EX-10.1) — 17KB
• ea020887601ex99-1_welsbach.htm (EX-99.1) — 8KB
• 0001213900-24-059259.txt ( ) — 336KB
• wtma-20240628.xsd (EX-101.SCH) — 4KB
• wtma-20240628_def.xml (EX-101.DEF) — 27KB
• wtma-20240628_lab.xml (EX-101.LAB) — 37KB
• wtma-20240628_pre.xml (EX-101.PRE) — 25KB
• ea0208876-8k_welsbach_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Trust Agreement The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the special meeting (defined below), on June 28, 2024, Welsbach Technology Metals Acquisitions Corp. (the "Company" or "WTMA") and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated June 28, 2024, by and between Continental Stock Transfer & Trust Company and the Company (the "Trust Agreement"). A copy of the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. Entry into Non-Redemption Agreements As previously disclosed, Welsbach Acquisition Holdings LLC (the "Sponsor") and the Company intended to discuss with certain of the Company's existing shareholders the terms and conditions of a potential non-redemption incentive offered to the Company's existing shareholders, including, but not limited to, entry into customary non-redemption agreements where, in exchange for a shareholder's agreement not to redeem certain shares of the Company's common stock (the "Non-Redeemed Shares") in connection with the special meeting of the stockholders of the Company (the "Special Stockholder Meeting") to approve, amongst other, an extension of time for the Company to consummate an initial business combination (the "Extension Amendment Proposal") for an additional twelve months from June 30, 2024 to June 30, 2025, the Company and the Sponsor would agree to cause the surviving entity of any future Company initial business combination ("MergeCo") to issue to such shareholders a certain number of additional ordinary or common shares of MergeCo immediately following the consummation of an initial business combination, if they continue to hold such Non-Redeemed Sh

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03 to the extent required herein.

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the special meeting, on June 28, 2024, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the "Charter") which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 28, 2024, the Company held a special meeting of its stockholders (the "special meeting"). On May 13, 2024, the record date for the special meeting, there were 4,456,827 shares of common stock of the Company entitled to be voted at the special meeting, approximately 83.541% of which were represented in person or by proxy at the special meeting. The final results for each of the matters submitted to a vote of the Company's stockholders at the special meeting are as follows: 1. Charter Amendment Proposal The stockholders approved the proposal to amend (the "Charter Amendment") 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") with a target (the "Target") for up to an additional twelve months, from June 30, 2024, to up to June 30, 2025. The voting results were as follows: FOR AGAINST ABSTAIN 3,721,538 1,709 14 2. Trust Amendment Proposal The stockholders approved the proposal to amend (the "Trust Amendment" and together with the Charter Amendment, the "Extensions") 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 "Trust Amendment"), for no contribution to the trust account. The voting results were as follows: FOR AGAINST ABSTAIN 3,721,538 1,709 14 As there were sufficient votes at the time of the special meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to stockholders at the special meeting.

01. Other Events

Item 8.01. Other Events. In connection with the votes to approve the Extensions, 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 $11.17 per share, for an aggregate redemption amount of approximately $12.18 million, leaving approximately $12.10 million in the trust account, based on the approximately $24.28 million held in the trust account as of June 28, 2024 (less funds that may be withdrawn to pay taxes). The Company has determined that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due upon a redemption of the Company's public shares in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date. The Company has also determined that it will not utilize any funds from its trust account to pay any dissolution expenses in connection with the liquidation of the Trust Account and of the Company if it does not effect a business combination prior to its termination date. 2 Cautionary Statement Regarding Forward-Looking Certain 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 1995. Such "forward-looking statements" with respect to the proposed transaction between a target and WTMA include statements regarding the benefits of the transaction, the anticipated timing of the transaction and the products and markets of a target. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking st

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The Exhibit Index is incorporated by reference herein. EXHIBIT INDEX Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Welsbach Technology Metals Acquisitions Corp., dated June 28, 2024 10.1 Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisitions Corp. and Continental Stock Transfer & Trust Company, dated June 28, 2024 10.2 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on June 20, 2024) 10.3 Working Capital Note (incorporated by reference to Exhibit 10.1 of the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023) 99.1 Press Release, dated July 5, 2024, Announcing Extension of Time Period to Consummate a Business Combination 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

SIGNATURES 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: July 5, 2024 Welsbach Technology Metals Acquisition Corp. By: /s/ Christopher Clower Name: Christopher Clower Title: Chief Operating Officer and Director 5

View Full Filing

View this 8-K filing on SEC EDGAR