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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
Date of Report (Date of earliest event reported):
June 26, 2025
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) |
|
(IRS Employer
Identification No.) |
|
4422 N. Ravenswood Ave #1025
Chicago, Illinois |
|
60640 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(251) 280-1980
(Registrant’s Telephone Number, Including
Area Code)
N/A
(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 |
|
The NASDAQ Stock Market LLC |
| Common Stock, $0.0001 par value per share |
|
WTMA |
|
The NASDAQ Stock Market LLC |
| Rights, each exchangeable into one-tenth of one share of Common Stock |
|
WTMAR |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 7.01 Regulation FD Disclosure.
On June 26, 2025, Welsbach Technology Metals Acquisition Corp., a Delaware
corporation (“WTMA”) issued a press release announcing the successful approval from its extraordinary general meeting (“Business
Combination EGM”) of stockholders for its business combination with Evolution Metals LLC (“EM”). In addition, WTMA announced
in the press release that WTMA is extending the deadline for its stockholders to withdraw and reverse any previously delivered demand
for redemption made in connection with the Business Combination EGM until WTMA determines not to accept reversals of redemption instructions.
A copy of such press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange
Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of WTMA’s
filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after
the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.
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. When used in this Current Report on Form 8-K, the words “anticipate,”
“believe,” “can,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,”
“possible,” “potential,” “predict,” “project,” “seek,” “should,”
“strive,” “target,” “will,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based
on the current expectations and beliefs of the management of WTMA and EM, as applicable, and are inherently subject to uncertainties and
changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other
assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with
the U.S. Securities and Exchange Commission (“SEC”) by WTMA and the following: WTMA’s ability to complete the proposed
Business Combination or, if WTMA does not consummate such proposed Business Combination, any other initial business combination; the risk
that the consummation of the proposed Business Combination is significantly delayed; the ability to recognize the anticipated benefits
of the proposed Business Combination; the risk that the announcement and consummation of the proposed Business Combination disrupts EM’s
current plans; following the closing of the proposed Business Combination, WTMA’s (which intends to change its name to Evolution
Metals & Technologies Corp. (such post-closing entity is referred to as “New EM”)) ability to successfully integrate the
business and operations of the target companies (the “Target Companies”) into its ongoing business operations and realize
the intended benefits of New EM’s acquisition of the Target Companies; New EM’s ability to secure sufficient funding to successfully
rebuild Critical Mineral Recovery, Inc.’s recycling facility with significant expansion on management’s expected timeline
and budget, or at all; unexpected costs related to the proposed Business Combination; expectations regarding New EM’s strategies
and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance
and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market
trends, liquidity, cash flows and uses of cash, capital expenditures, and New EM’s ability to invest in growth initiatives; satisfaction
or waiver (if applicable) of the conditions to the proposed Business Combination, including, among other things: (i) approval of the proposed
Business Combination and related agreements and transactions by the WTMA stockholders, the holder of the EM member units and the holders
of the equity interests of the other Target Companies, (ii) receipt of approval for listing on Nasdaq Stock Market LLC (“Nasdaq”)
the shares of WTMA common stock to be issued in connection with the Business Combination, and (iii) the absence of any injunctions; that
the amount of cash available in the trust account and from certain other investments is at least equal to the minimum available cash condition
amount, after giving effect to redemptions by WTMA stockholders and certain transaction expenses; the occurrence of any other event, change
or other circumstances that could give rise to the termination of the Merger Agreement; the implementation, market acceptance and success
of New EM’s business model and growth strategy; the ability to obtain or maintain the listing of New EM’s common stock on
Nasdaq following the proposed Business Combination; limited liquidity and trading of WTMA’s public securities; the amount of any
redemptions by existing holders of WTMA common stock being greater than expected; WTMA’s ability to raise financing in the future;
WTMA’s success in retaining or recruiting, or changes required in, New EM’s officers, key employees or directors following
the completion of the proposed Business Combination; WTMA officers and directors allocating their time to other businesses and potentially
having conflicts of interest with WTMA’s business or in approving the proposed Business Combination; the use of proceeds not held
in the trust account or available to WTMA from interest income on the trust account balance; the impact of the regulatory environment
and complexities with compliance related to such environment, including New EM’s ability to meet, and continue to meet, applicable
regulatory requirements; New EM’s ability to execute its business plan, including with respect to its technical development and
commercialization of products, and its growth and go-to-market strategies; New EM’s ability to achieve sustained, long-term profitability
and commercial success; operational risks, including with respect to New EM’s use of agents or resellers in certain jurisdictions,
New EM’s ability to scale up its manufacturing quantities of its products, New EM’s outsourcing of manufacturing and such
manufacturers’ ability to satisfy New EM’s manufacturing needs on a timely basis, the availability of components or raw materials
used to manufacture New EM’s products and New EM’s ability to process customer order backlog; New EM’s revenue deriving
from a limited number of customers; geopolitical risk and changes in applicable laws or regulations, including with respect to New EM’s
planned operations outside of the U.S. and Korea; New EM’s ability to attract and retain talented personnel; New EM’s ability
to compete with companies that have significantly more resources; New EM’s ability to meet certain certification and compliance
standards; New EM’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual
property infringement claims; the outcome of any known and unknown litigation and regulatory proceedings, including any proceedings that
may be instituted against WTMA or EM following announcement of the proposed Business Combination; the potential characterization of New
EM as an investment company subject to the Investment Company Act of 1940, as amended; and other factors detailed under the section entitled
“Risk Factors” in the Registration Statement. Should one or more of these risks or uncertainties materialize or should any
of the assumptions made by the management of WTMA, EM and the other Target Companies prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, WTMA,
EM and the other Target Companies undertake no obligation to update these forward-looking statements to reflect events or circumstances
after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.
Item 9.01 Financial
Statement and Exhibits.
(d) Exhibits
The following exhibits
are being filed herewith:
SIGNATURE
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.
| |
Welsbach Technology Metals Acquisition Corp. |
| |
|
| Dated: June 26, 2025 |
By: |
/s/ Christopher Clower |
| |
|
Christopher Clower |
| |
|
Chief Operating Officer and Director |
3
