[8-K] WELSBACH TECH METALS UTS Reports Material Event

Rhea-AI Filing Summary

Welsbach Technology Metals Acquisition (WTMAU) filed an 8-K announcing that stockholders unanimously approved every proposal related to its merger with Evolution Metals LLC.

At the June 26, 2025 special meeting, 3,169,159 votes—about 94.13 % of the 3,366,765 shares entitled—were cast FOR the Merger Agreement, the new charter & bylaws, nine governance amendments and the post-combination board slate, with 0 against or abstaining.

The company also executed a Trust Agreement Amendment with Continental Stock Transfer, permitting an extension of the SPAC timeline. These actions satisfy a critical closing condition, positioning the SPAC to rebrand as Evolution Metals & Technologies once remaining conditions are met.

Positive

• Shareholders representing 94.13% of eligible shares voted unanimously to approve the Business Combination with Evolution Metals LLC, eliminating a key closing condition.
• All governance and organizational proposals, including a new 1.5 billion-share authorization, passed 3,169,159-0, ensuring capital-structure flexibility for the combined entity.

Negative

• Execution of a Trust Agreement Amendment to extend the SPAC deadline indicates additional time is needed to finalize the merger, adding timeline uncertainty.

Insights

M&A Specialist

TL;DR: 100 % vote clears merger; extension buys time to close.

The unanimous shareholder approval removes the biggest risk overhang for WTMAU. With 94 % participation and zero opposition, dissent-driven redemptions should be minimal, preserving cash in trust. The amendment boosting authorized shares to 1.5 billion provides post-deal financing flexibility. Executing the Trust Agreement Amendment signals closing will occur after the original deadline, but it also prevents a forced liquidation scenario. Overall, the filing materially advances the de-SPAC process and enhances deal certainty.

Corporate Governance Expert

TL;DR: Governance shifted toward board control; investor influence diluted.

Nine advisory proposals entrench a staggered board, supermajority voting thresholds and exclusive board authority to fill vacancies—collectively reducing future shareholder leverage. While typical for de-SPACs, these provisions may weigh on governance scores post-closing. Still, the absence of opposition votes shows current holders prioritize deal completion over governance concerns, making overall impact neutral in the near term.

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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 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.

As approved by its stockholders at the Extension Special Meeting (as defined below), on June 26, 2025, Welsbach Technology Metals Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 27, 2021, as previously amended, by and between Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”), to permit the Extension (as defined below).

The foregoing summary of the Trust Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Trust Agreement Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

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

Business Combination Special Meeting

On June 26, 2025, the Company held a special meeting of its stockholders (the “Business Combination Special Meeting”). On May 19, 2025, the record date for the Business Combination Special Meeting, there were 3,366,765 shares of common stock of the Company entitled to be voted at the Business Combination Special Stockholder Meeting, approximately 94.13% of which were represented in person or by proxy at the Business Combination Special Meeting.

The final results for each of the matters submitted to a vote of the Company’s stockholders at the Business Combination Special Meeting are as follows:

1. Merger Agreement Proposal

The stockholders approved the proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by the Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, as amended by the Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, and as amended by the Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, WTMA Merger Subsidiary LLC (“Merger Sub”) and Evolution Metals LLC (“EM”), and the transactions contemplated thereby (the “Business Combination”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into EM, with EM surviving the Merger as a wholly owned subsidiary of the Company, which is expected to change its name to Evolution Metals & Technologies Corp (“New EM”) upon consummation of the Business Combination, in accordance with the terms and subject to the conditions of the Merger Agreement. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

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2. Organizational Documents Proposal

The stockholders approved the proposal to approve and adopt the proposed Second Amended and Restated Certificate of Incorporation of New EM (the “Proposed Charter”) and proposed Amended and Restated Bylaws of New EM (the “Proposed Bylaws”). The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3A. Advisory Governance Proposal A

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Company’s amended and restated certificate of incorporation (the “Existing Charter”) to change the authorized capital stock of the Company from (i) 101,000,000 shares, consisting of (a) 100,000,000 shares of common stock of the Company and (b) 1,000,000 shares of preferred stock of the Company under the Existing Charter to (ii) 1,501,000,000 shares, consisting of (a) 1,500,000,000 shares of common stock of New EM (“New EM Common Stock”) and (b) 1,000,000 shares of New EM preferred stock under the Proposed Charter. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3B. Advisory Governance Proposal B

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Company’s amended and restated bylaws (“Existing Bylaws”) to provide for a board of directors consisting of three classes of directors, with only one class of directors being elected each year and each class serving a three-year term. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3C. Advisory Governance Proposal C

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to provide that any vacancies on the New EM board of directors, or new directorships, may be filled exclusively by the affirmative vote of a majority of the directors then in office, not the New EM stockholders. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3D. Advisory Governance Proposal D

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to provide that special meetings of the stockholders may be called by the New EM board of directors, the chairperson of the New EM board of directors, the executive chairman of the New EM board of directors, the chief executive officer or president, and shall not be called by any other person or persons. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

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3E. Advisory Governance Proposal E

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Charter to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to amend: provisions of the Proposed Bylaws; the provisions related to New EM Common Stock; the provisions relating to forum selection; the provisions regarding removal of directors; the indemnification provisions; the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and the amendment provision requiring that the above provisions be amended only with a two-thirds (66 and 2/3%) supermajority vote. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3F. Advisory Governance Proposal F

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to adopt, amend or repeal the Proposed Bylaws. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3G. Advisory Governance Proposal G

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to require stockholders to meet certain notice and information requirements in order for a stockholder to make any nomination of a person or persons for election to the New EM board of directors at an annual meeting or for business to be properly brought at an annual meeting by a stockholder. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3H. Advisory Governance Proposal H

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Charter to provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

3I. Advisory Governance Proposal I

The stockholders approved the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to require, for the election of persons nominated for director in an uncontested election, the affirmative vote of a majority of the votes cast in such election, and for the election of persons nominated for director in a contested election, the affirmative vote of a plurality of the votes cast in such election. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

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4. Director Election Proposal

The stockholders elected one Class I director, two Class II directors and two Class III directors to serve on New EM’s board of directors upon the closing of the Business Combination until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death. The voting results were as follows:

(a) Thomas Stoddard (Class I)

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

(b) Mark P. Matthews (Class I)¹

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,619,159		0		0		N/A

(c) Robin S. Bernstein (Class II)

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

(d) Christopher C. Miller (Class II)

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

(e) Chris Hansen (Class III)

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

(f) David Wilcox (Class III)

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

¹ In advance of the Business Combination Special Meeting, Mr. Mark P. Matthews notified the Board of Directors that he withdrew his nomination as director candidate. Accordingly, the Company’s board of directors withdrew its nomination of Mr. Mark P. Matthews to serve as a Class I director. Any votes cast for or against the election of Mr. Mark P. Matthews were not counted.

5. Stock Issuance Proposal

The stockholders approved the proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of 822,238,987 shares of New EM Common Stock. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,159		0		0		N/A

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6. New EM Equity Incentive Plan Proposal

The stockholders approved the proposal to approve and adopt the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2,869,159		0		300,000		N/A

The Adjournment Proposal (as defined in the Company’s proxy statement/prospectus included as part of the Registration Statement on Form S-4, initially filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024, as amended), which had been previously voted on by proxy, was not presented to stockholders at the Business Combination Special Meeting.

Extension Special Meeting

On June 26, 2025, the Company held a special meeting of its stockholders (the “Extension Special Meeting”). On May 19, 2025, the record date for the Extension Special Meeting, there were 3,366,765 shares of common stock of the Company entitled to be voted at the Extension Special Meeting, approximately 94.13% of which were represented in person or by proxy at the Extension Special Meeting.

The final results for each of the matters submitted to a vote of the Company’s stockholders at the Extension Special Meeting are as follows:

1. Charter Amendment Proposal

The stockholders approved the proposal to approve and adopt an amendment of the Existing Charter to allow the Company to extend (the “Extension”) the date by which the Company has to consummate a business combination for up to an additional three months, from June 30, 2025 (the date which is 42 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to up to September 30, 2025 for no contribution to the trust account established in connection with the IPO. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,086		0		0		N/A

2. Trust Amendment Proposal

The stockholders approved the proposal to approve and adopt an amendment of the Trust Agreement to permit the Extension. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,169,086		0		0		N/A

The Adjournment Proposal (as defined in the Company’s definitive proxy statement on Schedule 14A, as filed with the SEC on June 6, 2025), which had been previously voted on by proxy, was not presented to stockholders at the Extension Special Meeting.

Item 8.01. Other Events.

In connection with the Business Combination Special Meeting and the Extension Special Meeting, the holders of 1,024,736 shares of the Company’s common stock and 518,102 shares of the Company’s common stock, respectively, properly exercised, and as of June 26, 2025 have not reversed, their right to redeem their shares for cash at a redemption price of approximately $11.31 per share. Accordingly, in connection with the Extension Special Meeting, the aggregate redemption amount was $5.86 million, leaving approximately $6.38 million in the trust account after giving effect to the redemptions in connection with the Extension Special Meeting, based on the approximately $12.24 million held in the trust account as of June 26, 2025 (less funds that may be withdrawn to pay taxes). Furthermore, in connection with the Business Combination Special Meeting, the aggregate redemption amount was $11.595.73 million, representing an additional $5.73 million aggregate redemption amount after taking into effect the redemption in connection with the Extension Special Meeting, leaving approximately $0.66 million in the trust account after giving effect to the redemptions in connection with both the Extension Special Meeting and the Business Combination Special Meeting. As previously disclosed, the Company extended the deadline for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination Special Meeting until the Company determines not to accept reversals of redemption instructions. If a stockholder has previously submitted a request to redeem its shares in connection with the Business Combination Special Meeting and would like to reverse such request, such stockholder may contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, at spacredemptions@continentalstock.com.

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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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment to the Investment Management Trust Agreement, dated June 26, 2025, by and between Welsbach Technology Metals Acquisition Corp. and Continental Stock Transfer & Trust Company
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: June 27, 2025

Welsbach Technology Metals Acquisition Corp.

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

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FAQ

When did WTMAU shareholders approve the merger with Evolution Metals LLC?

The merger was approved at the June 26, 2025 special meeting.

What were the vote results for WTMAU's Merger Agreement proposal?

Votes were 3,169,159 FOR, 0 Against, 0 Abstain—100 % support.

How many shares were represented at WTMAU's June 26 2025 meeting?

Approximately 3,169,159 shares, or 94.13 % of the 3,366,765 shares entitled to vote.

What change to WTMAU's authorized share capital was approved?

Total authorized stock rose to 1,501,000,000 shares (1.5 B common, 1 M preferred).

What does the Trust Agreement Amendment allow WTMAU to do?

It permits an extension of the SPAC deadline, giving the company more time to close the Evolution Metals merger.