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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 20, 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 or
organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640
(Address and zip code of principal executive offices)
(251) 280-1980
(Registrant’s telephone number, including
area code)
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Entry into Non-Redemption Agreements
On June 6, 2025, Welsbach
Technology Metals Acquisition Corp. (“WTMA”) filed a definitive proxy statement on Schedule 14A for the purposes of calling
a special meeting of WTMA’s stockholders (the “Special Meeting”) to approve, among other proposals, an amendment to
WTMA’s amended and restated certificate of incorporation to extend the date by which it has to consummate an initial business combination
from June 30, 2025 to September 30, 2025 (the “Extension”).
On June 20, 2025 and June
23, 2025, in connection with the Special Meeting, WTMA and Welsbach Acquisition Holdings LLC (the “Sponsor”) entered into
non-redemption agreements (“Non-Redemption Agreements”) with several unaffiliated third-party holders of WTMA’s common
stock (the “Investors”) on substantially the same terms in exchange for their agreement to not redeem up to an aggregate of
465,880 shares of the WTMA’s common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting. In exchange
for the foregoing commitment not to redeem such shares, the Sponsor and WTMA have agreed to cause the surviving entity (“MergeCo”)
of any future WTMA initial business combination to issue to the Investors up to an aggregate of 23,294 ordinary shares of MergeCo immediately
following the consummation of an initial business combination if the Investors continue to hold such Non-Redeemed Shares through the Special
Meeting.
The Non-Redemption Agreements
shall terminate on the earlier of (i) the failure of WTMA’s stockholders to approve the Extension at the Special Meeting, (ii) WTMA’s
determination not to proceed with the Extension, (iii) the fulfillment of all obligations of parties to the Non-Redemption Agreements,
(iv) the liquidation or dissolution of WTMA, (v) the mutual written agreement of the parties or (vi) if the applicable Investor exercises
its redemption rights with respect to any Non-Redeemed Shares in connection with the Special Meeting and such Non-Redeemed Shares are
actually redeemed.
The foregoing summary of the
Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of WTMA common stock being
offered to Investors pursuant to the Non-Redemption Agreements will be issued pursuant to one or more exemptions under Rule 4(a)(2) or
Regulation D under the Securities Act of 1933 based on representations made by the Investors in the Non-Redemption Agreements.
BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF WTMA ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH THE EXTENSION AMENDMENT PROPOSAL BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXTENSION AMENDMENT
PROPOSAL.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Non-Redemption Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto
duly authorized.
Dated: June 24, 2025
Welsbach Technology Metals Acquisition Corp.
| By: |
/s/ Christopher Clower |
|
| Name: |
Christopher Clower |
|
| Title: |
Chief Operating Officer |
|
2
