Welsbach Technology Metals (WTMA) wins approval to extend deal window with $6.46M in trust

Rhea-AI Filing Summary

Welsbach Technology Metals Acquisition Corp. reported that its stockholders approved amendments to its charter and trust agreement to extend the deadline to complete a business combination by up to three months, from December 30, 2025 to as late as March 30, 2026. The charter amendment and trust amendment were both approved by large majorities at a special meeting where approximately 83.64% of the 2,848,313 eligible common shares were represented.

No stockholders elected to redeem their shares in connection with these extensions, so no cash was withdrawn from the trust account. As of December 30, 2025, approximately $6.46 million remained in the trust account. The company also stated that it does not intend to use trust funds to pay any potential excise taxes or dissolution expenses if it ultimately liquidates without completing a business combination.

Insights

SPAC and corporate actions analyst

WTMA gained more time for a deal with its trust balance intact.

Welsbach Technology Metals Acquisition Corp. obtained shareholder approval to extend its business combination deadline from December 30, 2025 to as late as March 30, 2026 through charter and trust agreement amendments. This keeps the SPAC structure in place while it continues to seek a suitable merger target.

A notable point is that no shareholders redeemed in connection with the extensions, leaving approximately $6.46 million in the trust account as of December 30, 2025. That amount represents the cash pool currently available for a future transaction, subject to any later redemptions once a deal is announced.

The company also stated it will not use trust funds to pay excise taxes or dissolution expenses if it liquidates without a deal. This indicates that, in a no-transaction outcome, those costs would need to be covered from outside the trust, while the trust balance would be preserved for public shareholders based on the terms described in its structure.

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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

January 5, 2026 (December 30, 2025)

Date of Report (Date of earliest event reported)

Welsbach Technology Metals Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41183		87-1006702
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640

(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (251) 280-1980

Not Applicable

(Former name or former address, if changed since last report)

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock		WTMAU		N/A
Common Stock, $0.0001 par value per share		WTMA		N/A
Rights, each exchangeable into one-tenth of one share of Common Stock		WTMAR		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 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 December 30, 2025, 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 December 30, 2025, 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.

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.

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 December 30, 2025, 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.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 30, 2025, the Company held a special meeting of its stockholders (the “special meeting”). On December 15, 2025, the record date for the special meeting, there were 2,848,313 shares of common stock of the Company entitled to be voted at the special meeting, approximately 83.64% 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 three months, from December 30, 2025, to up to March 30, 2026. The voting results were as follows:

FOR		AGAINST		ABSTAIN
2,382,044		216		0

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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 three months, from December 30, 2025, to up to March 30, 2026 (the “Trust Amendment”), for no contribution to the trust account. The voting results were as follows:

FOR		AGAINST		ABSTAIN
2,382,255		5		0

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.

Item 8.01. Other Events.

In connection with the votes to approve the Extensions, no holders of shares of common stock of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $11.45 per share. Accordingly, no shares were redeemed, and no funds were distributed from the trust account in connection with the Extensions. As a result, approximately $6.46 million remained in the trust account as of December 30, 2025 (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.

Cautionary Statement Regarding Forward-Looking Statements

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 statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of WTMA’s securities, (ii) the risk that the transaction may not be completed by WTMA’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by WTMA, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of a Merger Agreement by the shareholders of WTMA, the satisfaction of the minimum amount in the trust account, if any, following redemptions by WTMA’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the potential lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete a PIPE investment, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of a Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on a target’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of a target and potential difficulties in employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against a target or against WTMA related to a Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of WTMA’s securities on a national securities exchange, (xi) the price of WTMA’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which WTMA plans to operate or a target operates, variations in operating performance across competitors, changes in laws and regulations affecting WTMA’s or a target’s business, a target’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xii) changes in general economic conditions, including as a result of the COVID-19 pandemic, and (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in a registration statement on Form S-4 following identification of a target and execution of a Merger Agreement, the proxy statement/prospectus and other documents filed or that may be filed by WTMA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and a target and WTMA assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither a target nor WTMA gives any assurance that either a target or WTMA, or the combined company, will achieve its expectations.

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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 December 30, 2025
10.1		Amendment to the Investment Management Trust Agreement, by and between Welsbach Technology Metals Acquisitions Corp. and Continental Stock Transfer & Trust Company, dated December 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 5, 2026

Welsbach Technology Metals Acquisition Corp.

By:	/s/ Christopher Clower
Name:	Christopher Clower
Title:	Chief Operating Officer and Director

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FAQ

What corporate actions did Welsbach Technology Metals Acquisition Corp. (WTMA) report in this 8-K?

The company reported that stockholders approved amendments to its charter and trust agreement to extend the deadline to complete a business combination by up to three months, from December 30, 2025 to as late as March 30, 2026. These approvals followed a special meeting of stockholders where both proposals passed with strong support.

How many Welsbach Technology Metals Acquisition Corp. (WTMA) shares were eligible to vote and what was participation?

On the December 15, 2025 record date, there were 2,848,313 shares of common stock entitled to vote at the special meeting. Approximately 83.64% of those shares were represented in person or by proxy, indicating a high level of shareholder participation in the extension decisions.

What were the voting results for WTMA's charter amendment to extend the combination period?

For the charter amendment proposal allowing an extension of the business combination deadline to up to March 30, 2026, WTMA stockholders cast 2,382,044 votes in favor, 216 votes against, and 0 abstentions. This outcome approved the charter amendment.

What were the voting results for WTMA's trust agreement amendment?

For the trust amendment proposal, which also extends the combination period to up to March 30, 2026 without any additional contribution to the trust account, stockholders cast 2,382,255 votes for, 5 votes against, and 0 abstentions. This approved the trust amendment.

Did any WTMA stockholders redeem shares in connection with the combination period extensions?

No. The company stated that no holders of its common stock exercised redemption rights in connection with the approved extensions. As a result, no shares were redeemed and no funds were withdrawn from the trust account for this purpose.

How much cash remains in Welsbach Technology Metals Acquisition Corp.'s trust account?

The company reported that approximately $6.46 million remained in the trust account as of December 30, 2025, less any amounts that may be withdrawn to pay taxes. This figure reflects the trust balance after the extension votes, with no redemptions taken.

How does WTMA plan to handle excise taxes and dissolution expenses if it liquidates?

WTMA stated that it has determined it will not use any funds from its trust account to pay potential excise taxes that may become due upon a redemption of public shares in a liquidation scenario, and it will also not use trust funds to pay dissolution expenses related to liquidating the trust account or the company if no business combination is completed before the termination date.