Tue, Mar 25, 8:08 PM (32 days ago)
### Summary of Welsbach Technology Metals Acquisition Corp. (WTMA) 10-K **Financial Performance:** - **Revenue:** WTMA has not generated any revenue to date as it has not completed its initial business combination. - **Net Income:** WTMA reported a net loss of $899,927 for the year ended December 31, 2024, primarily due to operating expenses of $1,428,060, franchise taxes of $154,785, and a provision for income taxes of $125,950, partially offset by interest earned on cash held in the Trust Account totaling $808,868. - **Operating Expenses:** Total operating expenses for 2024 were $1,428,060, including general and administrative expenses. **Strategic Overview:** - **Business Model:** WTMA is a blank check company formed to effect a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. - **Target Industries:** WTMA focuses on the technology metals and energy transition metals sectors, excluding China and its special administrative regions. - **Initial Public Offering (IPO):** WTMA completed its IPO on December 30, 2021, raising $75 million from the sale of 7,500,000 units, each consisting of one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of a business combination. **Future Outlook:** - **Business Combination:** WTMA is in the process of completing a business combination with Evolution Metals LLC (EM) and Critical Mineral Recovery, Inc. (CMR). The merger agreement with EM was amended and restated multiple times, with the latest amendment on February 10, 2025. - **Trust Account:** As of December 31, 2024, WTMA had $12,257,933 in the Trust Account, which will be used to complete the business combination and fund the operations of the target business. **Risk Factors:** - **Market Risks:** WTMA's ability to complete a business combination may be affected by economic uncertainty, volatility in the financial markets, geopolitical instability, and other external factors. - **Liquidity Risks:** WTMA may face liquidity challenges if it cannot complete a business combination within the required time frame or if it incurs significant redemptions of its public shares. **Financial Condition:** - **Cash and Investments:** WTMA had $1,185 in operating cash and $12,257,933 in the Trust Account as of December 31, 2024. - **Debt:** WTMA has various promissory notes and working capital loans from its sponsor, Welsbach Acquisition Holdings LLC, totaling $2,296,371 and $1,740,966, respectively, as of December 31, 2024. **Market Position Changes:** - **Stock Performance:** WTMA's stock was delisted from the Nasdaq on January 7, 2025, and is currently quoted on the Pink market under the symbol "WTMA." - **Shareholder Redemptions:** WTMA has experienced significant redemptions of its public shares, with 1,090,062 shares redeemed in 2024, leaving approximately $12.06 million in the Trust Account. **Earnings per Share (EPS):** - **Basic and Diluted EPS:** For the year ended December 31, 2024, WTMA reported a basic and diluted net loss per share of $0.23 for shares with a redemption feature and $0.23 for shares without a redemption feature. **Dividends:** - **Dividend Policy:** WTMA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination. **Shareholder Matters:** - **Shareholder Approval:** WTMA requires stockholder approval for its initial business combination, and stockholders have the right to redeem their shares for a pro rata share of the Trust Account if the business combination is not approved. - **Redemption Rights:** Stockholders may redeem their shares in connection with a stockholder vote to approve a proposed business combination or through a tender offer. **Corporate Governance:** - **Board of Directors:** WTMA's board consists of five members, three of whom are deemed "independent" under SEC and Nasdaq rules. The board includes Daniel Mamadou (CEO and Chairman), Christopher Clower (COO and Director), John Stanfield (CFO), Dominik Oggenfuss (Director), Matthew Rockett (Director), and Justin Werner (Director). - **Committees:** WTMA has an audit committee and a compensation committee, both consisting of independent directors. **Compensation:** - **Executive Compensation:** WTMA has not paid any cash compensation to its executive officers for services rendered during the year ended December 31, 2024. The company anticipates that executive compensation will include base salary, cash bonus opportunities, equity compensation, employee benefits, executive perquisites, and severance benefits following the business combination. **Related Party Transactions:** - **Sponsor and Related Parties:** WTMA has various related party transactions with its sponsor, including promissory notes, working capital loans, and administrative support services. The sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if WTMA fails to complete a business combination within the Combination Period. **Environmental, Social, and Governance (ESG):** - **ESG Strategy:** WTMA's approach to ESG is guided by the United Nations Global Compact and directed by the UN Sustainable Development Goals. The company focuses on investing in and supporting energy-efficient supply chains, reducing fossil fuels, and optimizing water use. **Competitive Advantage:** - **Management Team:** WTMA's management team has expertise in private equity investments, portfolio management, corporate restructuring, metals and mining, physical commodity trading, supply chain management, and logistics. **Insider Trading Policy:** - **Policy:** WTMA has not adopted a formal insider trading policy as of the date of this report. However, the company is committed to upholding all applicable securities laws and ensuring that directors and officers maintain the confidentiality of any material nonpublic information. **Auditor:** - **Auditor Information:** WTMA's independent registered public accounting firm is UHY LLP. The auditor's report for the year ended December 31, 2024, includes a note on the substantial doubt about the company's ability to continue as a going concern. **Legal Proceedings:** - **Legal Matters:** As of the date of this report, WTMA is not involved in any material litigation, arbitration, or governmental proceeding. **Cybersecurity:** - **Cybersecurity Risk Management:** WTMA has not encountered any cybersecurity incidents since its IPO and does not consider that it faces significant cybersecurity risk. **Properties:** - **Office Location:** WTMA's executive offices are located at 4422 N. Ravenswood Ave #1025, Chicago, Illinois 60640. **Market for Common Equity:** - **Stock Performance:** WTMA's stock was delisted from the Nasdaq on January 7, 2025, and is currently quoted on the Pink market under the symbol "WTMA." The stock has experienced volatility, with the closing price per share ranging from $10.90 to $13.10 in 2024. **Use of Proceeds:** - **IPO Proceeds:** WTMA used the proceeds from its IPO to fund its operations and search for a suitable target business for its initial business combination. The company has incurred significant costs in pursuit of its acquisition plans and may need to raise additional capital to complete the business combination. **Stockholder Matters:** - **Shareholder Redemptions:** WTMA has experienced significant redemptions of its public shares, with 1,090,062 shares redeemed in 2024, leaving approximately $12.06 million in the Trust Account. **Permitted Purchases of Securities:** - **Stock Repurchases:** WTMA may repurchase its securities in privately negotiated transactions or in the open market, subject to certain conditions and approvals. **Conversion Rights:** - **Shareholder Rights:** Stockholders have the right to convert their shares into a pro rata share of the Trust Account if the business combination is not approved or if the company fails to complete the business combination within the required time frame. **Liquidation:** - **Liquidation Plan:** If WTMA fails to complete a business combination within the required time frame, it will liquidate and distribute the remaining assets in the Trust Account to its stockholders, subject to certain conditions and priorities. **Certification of Incorporation:** - **Charter Provisions:** WTMA's certificate of incorporation includes provisions related to stockholder rights, pre-business combination activity, and the distribution of assets in the event of liquidation. **Potential Revisions to Agreements:** - **Agreement Modifications:** WTMA may seek to amend certain agreements with its insiders, subject to stockholder approval and other conditions, to extend the time frame for completing a business combination or to modify other terms and conditions. **Competition:** - **Market Competition:** WTMA faces intense competition from other entities seeking to complete business combinations in the technology metals and energy transition metals sectors. **Employees:** - **Employee Information:** WTMA has four executive officers who are not obligated to devote any specific number of hours to the company's matters. The company does not intend to have any full-time employees prior to the consummation of its initial business combination. **Periodic Reporting:** - **Reporting Obligations:** WTMA is required to file annual, quarterly, and current reports with the SEC, including audited financial statements and other disclosures. **JOBS Act:** - **Emerging Growth Company:** WTMA is an "emerging growth company" under the JOBS Act and is eligible to take advantage of certain exemptions from various reporting requirements. **Risk Factors:** - **Key Risks:** WTMA faces various risks, including the ability to complete a business combination, the performance of the target business, the ability to retain or recruit key personnel, and the impact of economic uncertainty and volatility in the financial markets. **Unresolved Staff Comments:** - **Staff Comments:** As of the date of this report, there are no unresolved staff comments from the SEC. **Cybersecurity:** - **Cybersecurity Risk Management:** WTMA has not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. **Properties:** - **Office Location:** WTMA's executive offices are located at 4422 N. Ravenswood Ave #1025, Chicago, Illinois 60640. **Legal Proceedings:** - **Legal Matters:** As of the date of this report, WTMA is not involved in any material litigation, arbitration, or governmental proceeding. **Mine Safety Disclosures:** - **Mine Safety:** WTMA is not involved in any mining operations and does not have any mine safety disclosures to report. **Market for Common Equity:** - **Stock Performance:** WTMA's stock was delisted from the Nasdaq on January 7, 2025, and is currently quoted on the Pink market under the symbol "WTMA." The stock has experienced volatility, with the closing price per share ranging from $10.90 to $13.10 in 2024. **Use of Proceeds:** - **IPO Proceeds:** WTMA used the proceeds from its IPO to fund its operations and search for a suitable target business for its initial business combination. The company has incurred significant costs in pursuit of its acquisition plans and may need to raise additional capital to complete the business combination. **Stockholder Matters:** - **Shareholder Redemptions:** WTMA has experienced significant redemptions of its public shares, with 1,090,062 shares redeemed in 2024, leaving approximately $12.06 million in the Trust Account. **Permitted Purchases of Securities:** - **Stock Repurchases:** WTMA may repurchase its securities in privately negotiated transactions or in the open market, subject to certain conditions and approvals. **Conversion Rights:** - **Shareholder Rights:** Stockholders have the right to convert their shares into a pro rata share of the Trust Account if the business combination is not approved or if the company fails to complete the business combination within the required time frame. **Liquidation:** - **Liquidation Plan:** If WTMA fails to complete a business combination within the required time frame, it will liquidate and distribute the remaining assets in the Trust Account to its stockholders, subject to certain conditions and priorities. **Certification of Incorporation:** - **Charter Provisions:** WTMA's certificate of incorporation includes provisions related to stockholder rights, pre-business combination activity, and the distribution of assets in the event of liquidation. **Potential Revisions to Agreements:** - **Agreement Modifications:** WTMA may seek to amend certain agreements with its insiders, subject to stockholder approval and other conditions, to extend the time frame for completing a business combination or to modify other terms and conditions. **Competition:** - **Market Competition:** WTMA faces intense competition from other entities seeking to complete business combinations in the technology metals and energy transition metals sectors. **Employees:** - **Employee Information:** WTMA has four executive officers who are not obligated to devote any specific number of hours to the company's matters. The company does not intend to have any full-time employees prior to the consummation of its initial business combination. **Periodic Reporting:** - **Reporting Obligations:** WTMA is required to file annual, quarterly, and current reports with the SEC, including audited financial statements and other disclosures. **JOBS Act:** - **Emerging Growth Company:** WTMA is an "emerging growth company" under the JOBS Act and is eligible to take advantage of certain exemptions from various reporting requirements. **Risk Factors:** - **Key Risks:** WTMA faces various risks, including the ability to complete a business combination, the performance of the target business, the ability to retain or recruit key personnel, and the impact of economic uncertainty and volatility in the financial markets. **Unresolved Staff Comments:** - **Staff Comments:** As of the date of this report, there are no unresolved staff comments from the SEC. **Cybersecurity:** - **Cybersecurity Risk Management:** WTMA has not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. **Properties:** - **Office Location:** WTMA's executive offices are located at 4422 N. Ravenswood Ave #1025, Chicago, Illinois 60640. **Legal Proceedings:** - **Legal Matters:** As of the date of this report, WTMA is not involved in any material litigation, arbitration, or governmental proceeding. **Mine Safety Disclosures:** - **Mine Safety:** WTMA is not involved in any mining operations and does not have any mine safety disclosures to report.