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| CIK | 1866226 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Welsbach Technology Metals Acquisition Corp. - Equity Right
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| September 5, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) Announces Successful Approval of its Business Combination with Evolution Metals LLC (“EM”) at the Special Meeting of Stockholders Important milestone to bring to the US capital markets a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of China Chicago, IL– September 5, 2025 |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 5, 2025 |
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): September 2, 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 inc |
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| August 20, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 1 (To Prospectus dated August 11, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (the “Prospectus”), which forms a part of the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Registration |
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| August 20, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 2 (To Prospectus dated August 11, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (the “Prospectus”), which forms a part of the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Registration |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tech |
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| August 11, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283119 PROXY STATEMENT OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 PROSPECTUS FOR UP TO 599,220,885 SHARES OF COMMON STOCK OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. (WHICH WILL BE RENAMED EVOLUTION METALS & TECHNOLOGIES CORP. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HER |
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| August 7, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| August 7, 2025 |
As filed with the Securities and Exchange Commission on August 6, 2025 As filed with the Securities and Exchange Commission on August 6, 2025 Registration No. |
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| August 5, 2025 |
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): July 21, 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 incorpo |
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| August 5, 2025 |
Exhibit 2.1 Amendment No. 5 to Amended and Restated Agreement and Plan of Merger Dated as of July 21, 2025 This Amendment No. 5 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Merge |
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| July 29, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| July 29, 2025 |
Consent of Independent Auditor of Handa Lab Co., Ltd. for fiscal year 2024 Exhibit 23.7 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the consolidated financial statements of Handa Lab Co., Ltd. and subsidiary, which appears in the Registration Stateme |
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| July 29, 2025 |
Exhibit 3.10 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. JUNE 26, 2025 Welsbach Technology Metals Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Welsbach Technology Metals Acqui |
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| July 29, 2025 |
Consent of Independent Auditor of KMMI INC for fiscal year 2024 Exhibit 23.9 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KMMI Inc., which appears in the Registration Statement. We also consent to the reference t |
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| July 29, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| July 29, 2025 |
As filed with the Securities and Exchange Commission on July 29, 2025 As filed with the Securities and Exchange Commission on July 29, 2025 Registration No. |
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| July 29, 2025 |
Consent of Independent Auditor of KCM Industry Co., Ltd. for fiscal year 2024 Exhibit 23.8 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KCM Industry Co., Ltd., which appears in the Registration Statement. We also consent to th |
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| July 29, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2024 Exhibit 23.10 Consent of Independent Auditor We hereby consent to the use, in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd., which appears in the Registration Statement. We also consent to the r |
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| July 10, 2025 |
Termination of a Material Definitive Agreement 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): July 9, 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 incorpor |
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| June 30, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 6 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 27, 2025 |
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 incorpo |
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| June 27, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 5 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 27, 2025 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 26, 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically define |
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| June 27, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 4 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 26, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 3 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 26, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 Incorpo |
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| June 26, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) Announces Successful Approval for its Business Combination with Evolution Metals LLC (“EM”) from the Extraordinary General Meeting of Stockholders on June 26, 2025 Important milestone to bring to the US capital markets a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of Ch |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 24, 2025 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2025 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, |
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| June 24, 2025 |
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 incorpo |
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| June 13, 2025 |
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 11, 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 incorpo |
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| June 13, 2025 |
Exhibit 2.1 Amendment No. 4 to Amended and Restated Agreement and Plan of Merger Dated as of June 11, 2025 This Amendment No. 4 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Merge |
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| June 13, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 2 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 13, 2025 |
WELSBACH TECHNOLOGy Metals acquisition CORP. Filed pursuant to Rule 424(b)(3) Registration No. 333-283119 Prospectus Supplement No. 1 (To Prospectus dated May 19, 2025) WELSBACH TECHNOLOGy Metals acquisition CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283119) and is being filed to updat |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 20, 2025 |
Exhibit 99.1 US Champion Critical Materials Supply Chain Project Zeus May 2025 Disclaimers Proprietary and Confidential | 2 This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the proposed business combination (the “Business Combination”) of WTMA, EM a |
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| May 20, 2025 |
Exhibit 99.1 US Champion Critical Materials Supply Chain Project Zeus May 2025 Disclaimers Proprietary and Confidential | 2 This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the proposed business combination (the “Business Combination”) of WTMA, EM a |
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| May 20, 2025 |
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): May 19, 2025 Welsbach Technology Metals Acquisition Corp. |
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| May 20, 2025 |
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): May 19, 2025 Welsbach Technology Metals Acquisition Corp. |
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| May 19, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283119 PROXY STATEMENT OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 PROSPECTUS FOR UP TO 622,238,987 SHARES OF COMMON STOCK OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. (WHICH WILL BE RENAMED EVOLUTION METALS & TECHNOLOGIES CORP. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HER |
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| May 19, 2025 |
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): May 19, 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 Incorpor |
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| May 19, 2025 |
Financial Statements and Exhibits, Other Events 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): May 19, 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 Incorpor |
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| May 19, 2025 |
Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| May 19, 2025 |
Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| May 15, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”) Announce Effectiveness of SEC Registration Statement Ahead of Strategic Business Combination Important milestone in the creation of a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of reliance on China Chicago, IL and St. Louis, MO – May 15, |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tec |
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| May 15, 2025 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”) Announce Effectiveness of SEC Registration Statement Ahead of Strategic Business Combination Important milestone in the creation of a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of reliance on China Chicago, IL and St. Louis, MO – May 15, |
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| May 15, 2025 |
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): May 15, 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 Incorpor |
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| May 15, 2025 |
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): May 15, 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 Incorpor |
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| May 12, 2025 |
As filed with the Securities and Exchange Commission on May 12, 2025 As filed with the Securities and Exchange Commission on May 12, 2025 Registration No. |
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| May 12, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2023 Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| May 12, 2025 |
Consent of Independent Auditor of KCM Industry Co., Ltd. for fiscal year 2024 Exhibit 23.9 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KCM Industry Co., Ltd., which appears in the Registration Statement. We also consent to the reference to |
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| May 12, 2025 |
Form of PIPE Stock Purchase Agreement Exhibit 10.52 Form of Stock Purchase Agreement Dated: [], 2025 Investor name: [investor name] (the “Investor”) Number of Shares: X00,000,000 (X hundred million, the “Shares”) Investment Amount: $X,000,000,000 (X billion US dollars, the “Purchase Price”) This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of the date first set forth a |
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| May 12, 2025 |
Consent of Independent Auditor of KMMI INC for fiscal year 2024 Exhibit 23.10 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KMMI Inc., which appears in the Registration Statement. We also consent to the reference to our firm und |
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| May 12, 2025 |
Consent of Independent Auditor of Handa Lab Co., Ltd. for fiscal year 2024 Exhibit 23.8 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the consolidated financial statements of Handa Lab Co., Ltd. and subsidiary, which appears in the Registration Statement. We also con |
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| May 12, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2024 Exhibit 23.11 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”)of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd., which appears in the Registration Statement. We also consent to the reference to our |
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| April 25, 2025 |
Form of Performance Stock Option Award Exhibit 10.47 EVOLUTION METALS & TECHNOLOGIES CORP. 2025 EQUITY INCENTIVE PLAN PERFORMANCE STOCK OPTION AWARD AGREEMENT You (the “Participant”) have been granted a performance Option (the “Performance Option”) to purchase Shares, under the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (the “Plan”) subject to the terms and conditions of this Performance Stock Option Award Agreeme |
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| April 25, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be June 3, received |
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| April 25, 2025 |
Exhibit 10.51 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Consent of Independent Auditor of KMMI INC for fiscal year 2024 Exhibit 23.10 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KMMI Inc., which appears in the Registration Statement. We also consent to the reference to our firm und |
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| April 25, 2025 |
Consent of Independent Auditor of KCM Industry Co., Ltd. for fiscal year 2024 Exhibit 23.9 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of KCM Industry Co., Ltd., which appears in the Registration Statement. We also consent to the reference to |
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| April 25, 2025 |
Form of EM Convertible Preferred Unit Holder Lock-up Agreement. Exhibit 10.43 EQUITYHOLDER LOCK-UP AGREEMENT This Equityholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and [NAME OF T |
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| April 25, 2025 |
Form of Korean Company Shareholder Lock-up Agreement. Exhibit 10.45 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons s |
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| April 25, 2025 |
Exhibit 10.49 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Exhibit 10.48 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Form of NiCo Metals Group, LLC Lock-up Agreement. Exhibit 10.44 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), NiCo Metals Gro |
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| April 25, 2025 |
Consent of Independent Auditor of Handa Lab Co., Ltd. for fiscal year 2024 Exhibit 23.8 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the consolidated financial statements of Handa Lab Co., Ltd., which appears in the Registration Statement. We also consent to the ref |
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| April 25, 2025 |
Exhibit 10.27 EXECUTION VERSION Amended and Restated Agreement and Plan of Merger by and among Welsbach Technology Metals Acquisition Corp., Evolutions Metals LLC, Evolution Metals New LLC, Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., NiCo Metals Group LLC, Robert N. Feldman 2024 Family Irrevocable Trust, and Robert N. Feldman Revocable Trust Table of Contents Page Article |
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| April 25, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2023 Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| April 25, 2025 |
As filed with the Securities and Exchange Commission on April 25, 2025 As filed with the Securities and Exchange Commission on April 25, 2025 Registration No. |
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| April 25, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| April 25, 2025 |
Form of Restricted Stock Unit Award Agreement Exhibit 10.46 EVOLUTION METALS & TECHNOLOGIES CORP. 2025 Equity INCENTIVE PLAN Restricted Stock Unit AWARD AGREEMENT You (the “Participant”) have been granted an award of Restricted Stock Units (the “RSUs”) under the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan, as may be amended, modified or restated from time to time (the “Plan”), subject to the terms and conditions of this R |
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| April 25, 2025 |
Exhibit 10.50 Execution Version Amendment TO share exchange AGREEMENT This Amendment to the Share Exchange Agreement (this “Amendment”), dated as of March 31, 2025, is made and entered into by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, B |
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| April 25, 2025 |
Form of Evolution Metals & Technologies Corp. Officers Employment Agreement. Exhibit 10.25 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is entered into on [], 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [] (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individual |
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| April 25, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. for fiscal year 2024 Exhibit 23.11 Consent of Independent Auditor We hereby consent to the use, in this Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”)of Welsbach Technology Metals Acquisition Corp., of our report dated April 21, 2025 relating to the financial statements of NS World Co., Ltd., which appears in the Registration Statement. We also consent to the reference to our |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technolo |
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| March 25, 2025 |
Exhibit 21.1 List of Subsidiaries of Welsbach Technology Metals Acquisition Corp. Entity Name Place of Organization WTMA Merger Subsidiary Corp.* Delaware WTMA Merger Subsidiary LLC* Delaware * 100% owned subsidiary of Welsbach Technology Metals Acquisition Corp. |
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| March 25, 2025 |
Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2024, Welsbach Technology Metals Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) it |
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| February 14, 2025 |
Exhibit 2.1 Amendment No. 2 to Amended and Restated Agreement and Plan of Merger Dated as of February 10, 2025 This Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| February 14, 2025 |
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): February 10, 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 Inc |
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| February 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): February 10, 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 Inc |
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| February 14, 2025 |
Exhibit 2.1 Amendment No. 2 to Amended and Restated Agreement and Plan of Merger Dated as of February 10, 2025 This Amendment No. 2 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| February 10, 2025 |
Consent of David Wilcox to be named as a director. Exhibit 99.2 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Investment Agreement, dated June 14, 2024, between Camston Wrather LLC and Evolution Metals LLC. Exhibit 10.32 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Specimen Stock Certificate of Critical Mineral Recovery, Inc Exhibit 4.8 |
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| February 10, 2025 |
Exhibit 10.29 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Articles of Incorporation of KCM Industry Co., Ltd. Exhibit 3.13 Articles of Incorporation of KCM Industry Co., Ltd. 제 1 장 General Provisions 제 1 조 (Main name) The name of this company is KCM Industry Co., Ltd. 제 2 조 (Purpose) The purpose of this company is to conduct the following business. 1. Sales and wholesale/retail of electrical and electronic components 1. Electrical and electronic components trading business 1. Electrical and electronic com |
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| February 10, 2025 |
Consent of Christopher Hansen to be named as a director. Exhibit 99.4 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Articles of Incorporation of Critical Mineral Recovery, Inc. Exhibit 3.10 |
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| February 10, 2025 |
Articles of Incorporation of KMMI INC. Exhibit 3.14 Articles of Incorporation Enacted on July 27, 2021 Revised on June 21, 2022 Revised on August 8, 2022 KMMI INC. Table of Contents 제 1 장 General rules 1 제1조 [Main name] 1 제2조 [Purpose] 1 제3조 [Installation of the location and branches of the headquarters] 2 제4조 [How to announce it] 2 제 2 장 Stocks 2 제5조 [Total number of shares to be issued by the company] 2 제6조 [1 share amount] 3 제7조 [To |
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| February 10, 2025 |
Exhibit 10.42 TRANSACTIONAL ADVANCE AGREEMENT This Transactional Advance Agreement (“Agreement”) is made and entered into this 6th day of September, 2024, by and between Evolution Metals LLC (“EMT”) and Critical Mineral Recovery, Inc. (“CMR”). WITNESSETH: WHEREAS, EMT and the beneficial owner of CMR previously entered into an agreement (“Prior Agreement”) for the purchase of all shares of CMR by E |
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| February 10, 2025 |
Specimen Convertible Preferred Unit Certificate of Evolution Metals LLC. Exhibit 4.7 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE ST |
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| February 10, 2025 |
Articles of Incorporation of Handa Lab Co., Ltd. Exhibit 3.12 Appendix 1> Articles of Incorporation Chapter 1 General Provisions Article 1 (Main name) The company is called” Handalab Co., Ltd.” Article 2 (Purpose) Our company aims to conduct the following business. 1. Industrial Robot System manufacturing and City, retail 1. Intelligent Robot System manufacturing and City, retail 1. Automatic measurement Control device System manufacturing and C |
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| February 10, 2025 |
Exhibit 10.30 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Exhibit 10.27 Agreement and Plan of Merger by and among Welsbach Technology Metals Acquisition Corp., Evolution Metals New LLC, Evolution Metals Merger Sub 3, Inc., Evolution Metals Merger Sub 4, LLC, Critical Mineral Recovery, Inc., NiCo Metals Group LLC, Robert N. Feldman 2024 Family Irrevocable Trust, Robert N. Feldman Revocable Trust, Andrea S. Feldman, and Robert N. Feldman Table of Contents |
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| February 10, 2025 |
Consent of Thomas Stoddard to be named as a director. Exhibit 99.7 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Form of NiCo Metals Group, LLC Lock-up Agreement. Exhibit 10.44 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), NiCo Metals Gro |
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| February 10, 2025 |
Exhibit 10.31 Execution Version Share Exchange Agreement This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 10, 2025, by and between: (a) EMT SUB CO., LTD., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea (“Korea”) with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seou |
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| February 10, 2025 |
Articles of Incorporation of NS World Co., Ltd. Exhibit 3.15 Articles of Incorporation NS World Co., Ltd. Chapter 1 General Provisions Article 1 (Main name) This Company is called NS World Co., Ltd. Article 2 (Purpose) The purpose of this company is to manage the following businesses: 1. Magnet manufacturing and import/export business 1. Magnet-related electronic components manufacturing industry 1. MAGNET ASS.Y manufacturing 1. Electromagnetic |
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| February 10, 2025 |
Consent of Mark Matthews to be named as a director. Exhibit 99.5 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Consent of Christopher Miller to be named as a director. Exhibit 99.6 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Consent of Robin Bernstein to be named as a director. Exhibit 99.3 February 10, 2025 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, a |
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| February 10, 2025 |
Form of Korean Company Shareholder Side Letter. Exhibit 10.28 SIDE LETTER AGREEMENT Reference is hereby made to that certain Share Exchange Agreement, dated as of February [], 2025 (the “Share Exchange Agreement”), by and between EMT Sub Co., Ltd., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, R |
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| February 10, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| February 10, 2025 |
As filed with the Securities and Exchange Commission on February 10, 2025 As filed with the Securities and Exchange Commission on February 10, 2025 Registration No. |
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| February 10, 2025 |
Bylaws of Critical Mineral Recovery, Inc. Exhibit 3.11 BYLAWS OF CRITICAL MINERAL RECOVERY, INC. INCORPORATED UNDER THE LAWS OF MISSOURI Adopted January 26, 2022 BYLAWS OF CRITICAL MINERAL RECOVERY, INC. ARTICLE I Offices 1. Registered Office. The registered office of the Critical Mineral Recovery, Inc. (the “Corporation”) shall be located within the State of Missouri as set forth in the Corporation's Articles of Incorporation. The Board |
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| February 10, 2025 |
Form of Proxy Card for Welsbach Technology Metals Acquisition Corp.’s Special Meeting. Exhibit 99.1 Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : |
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| February 10, 2025 |
Form of Korean Company Shareholder Lock-up Agreement. Exhibit 10.45 SHAREHOLDER LOCK-UP AGREEMENT This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons s |
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| February 10, 2025 |
Form of EM Convertible Preferred Unit Holder Lock-up Agreement. Exhibit 10.43 EQUITYHOLDER LOCK-UP AGREEMENT This Equityholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and [●] (the “ |
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| February 10, 2025 |
Form of Indemnification Agreement of Evolution Metals & Technologies Corp. Directors and Officers. Exhibit 10.26 Evolution Metals & Technologies Corp. Indemnification Agreement Dated as of [], 2025 This Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [] (the “Indem |
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| February 10, 2025 |
Form of Evolution Metals & Technologies Corp. Officers Employment Agreement. Exhibit 10.25 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) dated as of [], 2025 (the “Effective Date”), is entered into by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [] (the “Executive”). The Company and Executive may collectively be referred to as t |
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| February 10, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| January 24, 2025 |
Exhibit 10.40 MASTER TRADE AGREEMENT dated as of 13 January 2025 INTERCO TRADING, INC. and EVOLUTION METALS LLC anticipate entering into one or more transactions (each a “Transaction”) that will be governed by this Master Trade Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) to be exchanged between the parties or othe |
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| January 24, 2025 |
Exhibit 99.1 January 2025 US Champion Critical Materials Supply Chain Project Zeus 2 Proprietary and Confidential | Disclaimer - Cautionary Statement Regarding Forward - Looking Statements This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the propose |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to NS World Co., Ltd. Exhibit 16.4 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by NS World Co., Ltd., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals Acqu |
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| January 24, 2025 |
Exhibit 10.38 PROMISSORY NOTE, DATED 30 DECEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN O |
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| January 24, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| January 24, 2025 |
As filed with the Securities and Exchange Commission on January 24, 2025 As filed with the Securities and Exchange Commission on January 24, 2025 Registration No. |
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| January 24, 2025 |
Exhibit 99.1 January 2025 US Champion Critical Materials Supply Chain Project Zeus 2 Proprietary and Confidential | Disclaimer - Cautionary Statement Regarding Forward - Looking Statements This presentation has been prepared by Welsbach Technology Metals Acquisition Corp (“WTMA”) and Evolution Metals LLC (“EM”) in order to assist interested parties in conducting their own evaluation of the propose |
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| January 24, 2025 |
Exhibit 10.27 Strictly Private and Confidential 4 November 2024 To: Robert N. Feldman Revocable Living Trust Robert N. Feldman, Trustee From: Evolution Metals LLC David Wilcox, Managing Member Page 1 of 13 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (the “Agreement”) is made and entered into this 4th day of November 2024 (the “Execution Date”), BETWEEN: Robert N. Feldman Revocable Living Trust |
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| January 24, 2025 |
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): January 24, 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 inco |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to Handa Lab Co., Ltd. Exhibit 16.1 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Handa Lab Co., Ltd., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals Acq |
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| January 24, 2025 |
Consent of Independent Auditor of NS World Co., Ltd. Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| January 24, 2025 |
Filed by Welsbach Technology Metals Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Welsbach Technology Metals Acquisition Corp. Registration No.: 333-283119 Date: January 24, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to KCM Industry Co., Ltd. Exhibit 16.2 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by KCM Industry Co., Ltd., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals |
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| January 24, 2025 |
Letter of Samil PricewaterhouseCoopers relating to KMMI Inc. Exhibit 16.3 January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by KMMI Inc., pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition C |
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| January 14, 2025 |
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 6, 2025 (December 31, 2024) 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 ju |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach |
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| November 14, 2024 |
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): November 14, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inc |
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| November 14, 2024 |
Exhibit 99.1 Evolution Metals LLC and Welsbach Technology Metals Acquisition Corp Announce Filing of Registration Statement on Form S-4 Related to Proposed Business Combination Chicago, IL, Nov. 14, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) and Evolution Metals LLC have announced they have filed a registration statement on Form S-4 with the U.S. Securities |
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| November 14, 2024 |
NT 10-Q 1 ea0221023-nt10qwelsbach.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Repor |
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| November 14, 2024 |
Exhibit 99.1 Evolution Metals LLC and Welsbach Technology Metals Acquisition Corp Announce Filing of Registration Statement on Form S-4 Related to Proposed Business Combination Chicago, IL, Nov. 14, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) and Evolution Metals LLC have announced they have filed a registration statement on Form S-4 with the U.S. Securities |
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| November 14, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): November 14, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inc |
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| November 14, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| November 13, 2024 |
Exhibit 10.1 Execution Version COMPANY EQUITYHOLDER SUPPORT AND LOCK-UP AGREEMENT This Company Equityholder Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a D |
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| November 13, 2024 |
Exhibit 2.1 Execution version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., WTMA MERGER SUBSIDIARY LLC, and EVOLUTION METALS LLC Dated as of November 6, 2024 Table of Contents Page Article I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Construction 18 Section 1.3 Knowledge 19 Article II THE MERGER; CLOSING 19 Section 2.1 |
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| November 13, 2024 |
Exhibit 2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger Dated as of November 11, 2024 This Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| November 13, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 6, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inco |
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| November 13, 2024 |
Exhibit 2.1 Execution version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., WTMA MERGER SUBSIDIARY LLC, and EVOLUTION METALS LLC Dated as of November 6, 2024 Table of Contents Page Article I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Construction 18 Section 1.3 Knowledge 19 Article II THE MERGER; CLOSING 19 Section 2.1 |
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| November 13, 2024 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AND LOCK-UP AGREEMENT This Sponsor Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability |
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| November 13, 2024 |
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): November 6, 2024 Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41183 87-1006702 (State or Other Jurisdiction of Inco |
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| November 13, 2024 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AND LOCK-UP AGREEMENT This Sponsor Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability |
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| November 13, 2024 |
Exhibit 10.1 Execution Version COMPANY EQUITYHOLDER SUPPORT AND LOCK-UP AGREEMENT This Company Equityholder Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a D |
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| November 13, 2024 |
Exhibit 2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger Dated as of November 11, 2024 This Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| November 12, 2024 |
Certificate of Formation of Evolution Metals LLC. Exhibit 3.8 State of Delaware Secretary of State Division of Corporations Delivered 08:49 AM 02/09/2024 FILED 08:49 AM 02/09/2024 SR 20240430622 - File Number 3079623 Certificate of Formation of Evolution Metals LLC This Certificate of Formation of Evolution Metals LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company |
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| November 12, 2024 |
List of Subsidiaries of KCM Industry Co., Ltd. Exhibit 21.5 List of Subsidiaries of KCM Industry Co., Ltd. Entity Name Place of Organization No subsidiaries |
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| November 12, 2024 |
List of Subsidiaries of Evolution Metals LLC. Exhibit 21.2 List of Subsidiaries of Evolution Metals LLC Entity Name Place of Organization No subsidiaries |
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| November 12, 2024 |
List of Subsidiaries of NS World Co., Ltd. Exhibit 21.7 List of Subsidiaries of NS World Co., Ltd. Entity Name Place of Organization No subsidiaries |
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| November 12, 2024 |
List of Subsidiaries of Handa Lab Co., Ltd. Exhibit 21.4 List of Subsidiaries of Handa Lab Co., Ltd. Entity Name Place of Organization Handa Corporation Co., Ltd.* Republic of Korea * 60% owned subsidiary of Handa Lab Co., Ltd. |
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| November 12, 2024 |
List of Subsidiaries of KMMI INC. Exhibit 21.6 List of Subsidiaries of KMMI Inc. Entity Name Place of Organization No subsidiaries |
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| November 12, 2024 |
Heads of Agreement, dated March 15, 2024, between Evolution Metals LLC and KCM Industry, Ltd. Exhibit 10.30 HEADS OF AGREEMENT BETWEEN EVOLUTION METALS LLC AND KCM 15 March 2024 This Heads of Agreement is legally binding. 1. Parties a. Evolution Metals LLC (“EM”) a company incorporated in Delaware, USA; b. KCM Industry Co., Ltd. (“KCM”) a company incorporated in Korea; EM and KCM are referred to as Parties. 2. About EM LLC From the founding of Evolution Metals, our goal has been to develop |
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| November 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Welsbach Technology Metals Acquisition Corp. |
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| November 12, 2024 |
Exhibit 10.28 Amendment To Investment Agreement This Amendment to Investment Agreement (this “Amendment”) is entered into as of November 7, 2024 (the “Amendment Date”) by and between (i) Robert N. Feldman Revocable Living Trust (“Party A”); and (ii) Evolution Metals LLC, a Delaware limited liability company, (“Party B”). Each of Party A and Party B may be referred to herein individually as a “Part |
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| November 12, 2024 |
Consent of David Wilcox to be named as a director. Exhibit 99.2 October 30, 2024 Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 Consent to Reference in Proxy Statement/Prospectus Welsbach Technology Metals Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as |
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| November 12, 2024 |
Exhibit 10.27 |
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| November 12, 2024 |
Heads of Agreement, dated March 15, 2024, between Evolution Metals LLC and NS World Co., Ltd. Exhibit 10.32 HEADS OF AGREEMENT BETWEEN EVOLUTION METALS AND NS WORLD 15 March 2024 This Heads of Agreement is legally binding. 1. Parties a. Evolution Metals LLC (“EM”) a company incorporated in Delaware, USA; b. NS World (“NS World”) a company incorporated in Korea; EM and NS World referred to as Parties. 2. About EM LLC From the founding of Evolution Metals, our goal has been to develop a robu |
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| November 12, 2024 |
Exhibit 10.34 CONVERTIBLE PROMISSORY NOTE $2,500,000.00 New York, New York June 28, 2024 FOR VALUE RECEIVED, the undersigned, CAMSTON WRATHER SUB CO., LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), hereby unconditionally promises to pay to EVOLUTION METALS LLC, a Delaware limited liability company or its registered assigns (the “Senior Lender”) |
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| November 12, 2024 |
List of Subsidiaries of Welsbach Technology Metals Acquisition Corp. Exhibit 21.1 List of Subsidiaries of Welsbach Technology Metals Acquisition Corp. Entity Name Place of Organization WTMA Merger Subsidiary Corp.* Delaware WTMA Merger Subsidiary LLC* Delaware * 100% owned subsidiary of Welsbach Technology Metals Acquisition Corp. |
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| November 12, 2024 |
Consent of Independent Auditor of NS World Co., Ltd. Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Form S-4 of Welsbach Technology Metals Acquisition Corp. of our report dated November 12, 2024 relating to the financial statements of NS World Co., Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Sta |
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| November 12, 2024 |
Exhibit 10.12 PROMISSORY NOTE, DATED 30 SEPTEMBER 2024, ISSUED TO WELSBACH ACQUISITION HOLDINGS LLC THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN |
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| November 12, 2024 |
Exhibit 10.36 CONVERTIBLE PROMISSORY NOTE $9,000,000.00 New York, New York September 3, 2024 FOR VALUE RECEIVED, the undersigned, CAMSTON WRATHER SUB CO., LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), hereby unconditionally promises to pay to EVOLUTION METALS LLC, a Delaware limited liability company or its registered assigns (the “Senior Lend |
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| November 12, 2024 |
Specimen Membership Unit Certificate of Evolution Metals LLC. (included in Exhibit 3.9 hereto) Exhibit 3.9 COMPANY OPERATING AGREEMENT OF EVOLUTION METALS LLC ARTICLE I DEFINITIONS 1.1 Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein): “Capital Account” means the account established for each Member pursuant to Section 7.2 hereof. “Capital Contribution” means the amount of money and the fair market value of |
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| November 12, 2024 |
Investment Agreement, dated June 14, 2024, between Camston Wrather LLC and Evolution Metals LLC. Exhibit 10.33 |
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| November 12, 2024 |
Heads of Agreement, dated March 15, 2024, between Evolution Metals LLC and Handa Lab Co., Ltd. Exhibit 10.29 HEADS OF AGREEMENT BETWEEN EVOLUTION METALS AND HANDA LAB 15 March 2024 This Heads of Agreement is legally binding. 1. Parties a. Evolution Metals LLC (“EM”) a company incorporated in Delaware, USA; b. Handa Lab (“Handa Lab”) a company incorporated in Korea; EM and Handa Lab are referred to as Parties. 2. About EM LLC From the founding of Evolution Metals, our goal has been to develo |
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| November 12, 2024 |
List of Subsidiaries of Critical Mineral Recovery, Inc. Exhibit 21.3 List of Subsidiaries of Critical Mineral Recovery, Inc. Entity Name Place of Organization No subsidiaries |
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| November 12, 2024 |
Exhibit 2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger Dated as of November 11, 2024 This Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA M |
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| November 12, 2024 |
Exhibit 10.35 EXECUTION VERSION CONVERTIBLE PROMISSORY NOTE $1,000,000.00 New York, New York August 1, 2024 FOR VALUE RECEIVED, the undersigned, CAMSTON WRATHER SUB CO., LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), hereby unconditionally promises to pay to EVOLUTION METALS LLC, a Delaware limited liability company or its registered assigns (t |
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| November 12, 2024 |
Heads of Agreement, dated March 15, 2024, between Evolution Metals LLC and KMMI INC. Exhibit 10.31 HEADS OF AGREEMENT BETWEEN EVOLUTION METALS AND KMMI 15 March 2024 This Heads of Agreement is legally binding. 1. Parties a. Evolution Metals LLC (“EM”) a company incorporated in Delaware, USA; b. KMMI Inc. (“KMMI”) a company incorporated in Korea; EM and KMMI are referred to as Parties. 2. About EM LLC From the founding of Evolution Metals, our goal has been to develop a robust and |
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| November 12, 2024 |
As filed with the Securities and Exchange Commission on November 12, 2024 As filed with the Securities and Exchange Commission on November 12, 2024 Registration No. |
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| November 12, 2024 |
Exhibit 10.37 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (the “Agreement”) is made and entered into this 18th day of July 2024 (the “Execution Date”), BETWEEN: Springrock Management, Inc (“Party A”) and Evolution Metals LLC, a Delaware limited liability company, (“EM LLC” and also “Party B”) BACKGROUND: A. Party A and Party B are each separately a “Party” and together are the “Parties” to this |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tech |
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| August 1, 2024 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. and Evolution Metals LLC Announce $500 Million PIPE Anchor Equity Investment and $6.2 Billion Debt Facility Term Sheet from Broughton Capital Group Chicago, IL, Aug. 01, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMA”) and Evolution Metals LLC (“EM”) today announced that, inter alios, WTMA and EM |
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| August 1, 2024 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. and Evolution Metals LLC Announce $500 Million PIPE Anchor Equity Investment and $6.2 Billion Debt Facility Term Sheet from Broughton Capital Group Chicago, IL, Aug. 01, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMA”) and Evolution Metals LLC (“EM”) today announced that, inter alios, WTMA and EM |
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| August 1, 2024 |
425 1 ea0210453-8k425welsbach.htm CURRENT REPORT 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 August 1, 2024 (August 1, 2024) Date of Report (Date of earliest event reported) Welsbach Technology Metals Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Del |
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| August 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 August 1, 2024 (August 1, 2024) 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 jurisd |
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| July 30, 2024 |
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 July 30, 2024 (June 17, 2024) 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 jurisdic |
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| July 19, 2024 |
Exhibit 10.2 MERGECO ISSUANCE AGREEMENT This MergeCo Issuance Agreement (this “Agreement”) is entered as of July 19, 2024 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individual (the “Director”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, par v |
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| July 19, 2024 |
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 July 19, 2024 (July 19, 2024) 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 jurisdic |
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| July 12, 2024 |
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 July 12, 2024 (July 12, 2024) 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 jurisdic |
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| July 12, 2024 |
Exhibit 10.2 MERGECO ISSUANCE AGREEMENT This MergeCo Issuance Agreement (this “Agreement”) is entered as of July 12, 2024 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individual (the “Director”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, par v |
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| July 5, 2024 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 28, 2024, by and between Welsbach Technology Metals Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defin |
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| July 5, 2024 |
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 July 5, 2024 (June 28, 2024) 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 jurisdict |
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| July 5, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. JUNE 28, 2024 Welsbach Technology Metals Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Welsbach Technology Metals Acqui |
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| July 5, 2024 |
Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline Chicago, IL, July 05, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or mor |
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| June 24, 2024 |
Financial Statements and Exhibits, Other Events 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 June 24, 2024 (June 24, 2024) 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 jurisdic |
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| June 24, 2024 |
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 June 24, 2024 (June 24, 2024) 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 jurisdic |
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| June 20, 2024 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, |
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| June 20, 2024 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Extension Proposal and Non-Redemption Agreement Chicago, IL, June 20, 2024 (GLOBE NEWSWIRE) - On April 5, 2024, Welsbach Technology Metals Acquisition Corp. (the “Company” or “WTMA”) filed a Form 8-K announcing that the Company has entered into a merger agreement (“Merger Agreement”) with Evolution Metals LLC, a Delaware company ( |
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| June 20, 2024 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits 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 April 18, 2024 (April 18, 2024) 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 jurisd |
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| May 29, 2024 |
Welsbach Technology Metals Acquisition Corp. Welsbach Technology Metals Acquisition Corp. 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640 +1 (251) 280-1980 May 29, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street N.E. Washington, D.C., 20549 Attention: Ms. Sarah Sidwell Mr. Jay Ingram Re: Welsbach Technology Metals Acquisition Corp. Response to Staff’s C |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tec |
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| April 18, 2024 |
Other Events, Financial Statements and Exhibits 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 April 18, 2024 (April 18, 2024) 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 jurisd |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technolo |
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| April 16, 2024 |
Executive Compensation Clawback Policy* Exhibit 97.1 Welsbach Technology Metals Acquisition Corp. Incentive Compensation Recoupment Policy 1. Introduction The compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this |
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| April 5, 2024 |
Agreement and Plan of Merger, dated as of April 1, 2024. Exhibit 2.1 PRIVILEGED AND CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP. WTMA MERGER SUBSIDIARY CORP., and EVOLUTION METALS LLC dated as of 1 April 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Construction 16 Section 1.3 Knowledge 16 Article II THE MERGER; CLOSING 17 Section 2.1 The Merger 17 |
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| April 5, 2024 |
Agreement and Plan of Merger, dated as of April 1, 2024. Exhibit 2.1 PRIVILEGED AND CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP. WTMA MERGER SUBSIDIARY CORP., and EVOLUTION METALS LLC dated as of 1 April 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Construction 16 Section 1.3 Knowledge 16 Article II THE MERGER; CLOSING 17 Section 2.1 The Merger 17 |
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| April 5, 2024 |
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 April 5, 2024 (April 1, 2024) 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 jurisdic |
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| April 5, 2024 |
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 April 5, 2024 (April 1, 2024) 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 jurisdic |
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| March 29, 2024 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Business Combination Agreement With Evolution Metals LLC Aims to Develop a Secure, Reliable Global Supply Chain for Critical Minerals and Materials Chicago, IL – March 28, 2024 – Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMAC”) today announced that it has signed a business combination agreement (“BCA”) with re |
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| March 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 28, 2024 (March 28, 2024) 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 jurisd |
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| March 22, 2024 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Binding Letter of Intent for a Business Combination With Evolution Metals LLC Aims to Develop a Secure, Reliable Global Supply Chain for Critical Minerals and Materials Chicago, IL – March 22, 2024 – Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMAC”) today announced that it has signed a binding letter of intent |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe |
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| March 22, 2024 |
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 March 22, 2024 (March 18, 2024) 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 jurisd |
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| March 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 22, 2024 (March 22, 2024) 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 jurisd |
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| February 22, 2024 |
SC 13G/A 1 shaolinwtma123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 950415109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| February 14, 2024 |
SC 13G/A 1 lighthouse-wtma123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 950415208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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| February 14, 2024 |
SC 13G 1 fp0087161-34sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 950415109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriat |
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| February 13, 2024 |
SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 950415208 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| February 13, 2024 |
SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Welsbach Technology Metal Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 950415208 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Welsbach Technology Metals Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 950415208 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this |
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| February 6, 2024 |
SC 13G/A 1 wtma13ga.htm WTMA 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 950415109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| January 26, 2024 |
SC 13G 1 eps11108wtma.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Welsbach Technology Metals Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 950415109 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT |
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| January 25, 2024 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Non-Binding Letter of Intent for a Business Combination Chicago, IL, January 25, 2024 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMAC”) today announced that it has signed a non-binding letter of intent (“LOI”) with respect to a business combination transaction (the “Transaction”) with Evoluti |
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| January 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 25, 2024 (January 24, 2024) 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 ju |
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| December 11, 2023 |
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 December 11, 2023 (December 7, 2023) 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 j |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor |
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| November 14, 2023 |
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 November 14, 2023 (November 10, 2023) 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 |
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| October 16, 2023 |
Exhibit 10.2 MERGECO ISSUANCE AGREEMENT This MergeCo Issuance Agreement (this “Agreement”) is entered as of [•], 2023 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individual (the “Director”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, par value |
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| October 16, 2023 |
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 October 16, 2023 (October 11, 2023) 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 ju |
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| October 11, 2023 |
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 October 11, 2023 (October 9, 2023) 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 jur |
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| October 3, 2023 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 29, 2023, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically d |
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| October 3, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WELSBACH TECHNOLOGY METALS ACQUISITION CORP. SEPTEMBER 29, 2023 Welsbach Technology Metals Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Welsbach Technology Metals A |
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| October 3, 2023 |
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 October 3, 2023 (September 28, 2023) 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 j |
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| October 3, 2023 |
Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline FOR IMMEDIATE RELEASE New York, NY, October 3, 2023 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business co |
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| September 26, 2023 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Postponement of Special Meeting of Shareholders Chicago, IL, Sept. 26, 2023 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMAC”), a special purpose acquisition company, filed a definitive proxy statement with respect to a special meeting of its stockholders to be held on Thursday, September 28, |
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| September 26, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 September 26, 2023 (September 26, 2023) 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 othe |
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| September 26, 2023 |
Financial Statements and Exhibits, Other Events 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 September 26, 2023 (September 26, 2023) 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 othe |
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| September 26, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2023 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, |
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| September 25, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2023 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds WTMA ordinary shares, |
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| September 25, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 September 25, 2023 (September 25, 2023) 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 othe |
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| September 11, 2023 |
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 September 11, 2023 (September 11, 2023) 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 othe |
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| September 11, 2023 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announce Non-Binding Letter of Intent for a Business Combination Chicago, IL, Sept. 11, 2023 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMAC”) today announced that it has signed a non-binding letter of intent (“LOI”) with respect to a business combination transaction (the “Transaction”) with a target i |
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| August 29, 2023 |
Financial Statements and Exhibits 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 August 29, 2023 (August 28, 2023) 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 juri |
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| August 29, 2023 |
Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline FOR IMMEDIATE RELEASE New York, NY, Aug. 29, 2023 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business comb |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Tech |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-41183 (Commission File Number) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| August 1, 2023 |
Exhibit 10.3 BACKSTOP AGREEMENT This Backstop Agreement (the “Agreement”) is made as of 3 May 2023 by and between Welsbach Technology Metals Acquisition Corp. (the “Company”) and Welsbach Holdings Pte Ltd (“WHPL”). WHEREAS, the Company has determined to pay outstanding invoices to its service providers and to fund a loan to Welsbach Acquisition Holdings LLC (“Sponsor”) using the Company’s restrict |
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| August 1, 2023 |
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 August 1, 2023 (July 30, 2023) 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 jurisdi |
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| August 1, 2023 |
Exhibit 99.1 Welsbach Technology Metals Acquisition Corp. Announces Extension to Business Combination Deadline; Working Capital Loan from Sponsor FOR IMMEDIATE RELEASE New York, NY, Aug. 01, 2023 (GLOBE NEWSWIRE) - Welsbach Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reor |
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| August 1, 2023 |
Exhibit 10.2 THIS NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THERE |
