UNITED STATES
_____________________________________
SCHEDULE 14A
_____________________________________
Proxy Statement Pursuant to Section 14(a) of the
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 Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a
-12
Welsbach Technology Metals Acquisitions Corp.
_________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a
-6
(i)(1) and 0
-11
.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Welsbach Technology Metals Acquisitions Corp.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of Welsbach Technology Metals Acquisitions Corp.:
You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of Welsbach Technology Metals Acquisitions Corp. (“Welsbach Technology Metals,” “WTMA,” the “Company,” “we,” “us” or “our”) to be held on June 26, 2025 at 11:00 a.m., Eastern time, via a live webcast at
https:
//
www.cstproxy.com
/wtmau/ext2025
, or at such other date, time and/or place as shall be determined by one or more of the executive officers of the Company, to consider and vote upon the following proposals:
•
Proposal No. 1 — The Charter Amendment Proposal
— a proposal to approve and adopt an amendment (the “Charter Amendment”) of Welsbach Technology Metals’ second amended and restated certificate of incorporation, as previously amended (the “Charter”), to allow us to extend (the “Extension”) the date by which we have to consummate a business combination (the “Combination Period”) for up to an additional three months, from June
30, 2025 (the date which is 42 months from the closing date of our initial public offering of our units (the “IPO”)) to up to September
30, 2025 for no contribution to the trust account established in connection with the IPO (the “trust account”) (the “Charter Amendment Proposal”);
•
Proposal No. 2 — The Trust Amendment Proposal
— a proposal to approve and adopt an amendment (the “Trust Amendment”) of the Investment Management Trust Agreement, dated December
27, 2021, as previously amended, by and between Continental Stock Transfer Trust Company and Welsbach Technology Metals (the “Trust Agreement”), to permit the Extension (the “Trust Amendment Proposal”);
•
Proposal No. 3 — The Adjournment Proposal
— a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.
Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross
-conditioned
on the approval of each other. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal. Each of the proposals is more fully described in the accompanying proxy statement.
Our current Charter provides that we have until June 30, 2025 to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Pursuant to the provisions of our Charter and the Trust Agreement, we have previously extended our Combination Period by an aggregate of two years and nine months, from September 30, 2022 to the current June 30, 2025. If the Charter Amendment Proposal and Trust Amendment Proposal are approved, we will have the right to extend the Combination Period for up to an additional three months, from June 30, 2025 to September
30, 2025.
The purpose of the Charter Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal is to allow the Company more time and flexibility to complete a business combination. As previously announced, on November 6, 2024, the Company entered into that certain Amended and Restated Agreement and Plan of Merger (as amended or supplemented from time to time, the “Merger Agreement”), with WTMA Merger Subsidiary LLC, a Delaware limited liability company (“Merger Sub”) and a direct, wholly owned subsidiary of WTMA, and Evolution Metals LLC, a Delaware limited liability company (“EM”). Pursuant to the Merger Agreement, as part of a series of transactions (collectively, the “Business Combination”), Merger Sub will merge with and into
4422 N. Ravenswood Ave #1025
Chicago, Illinois 60640
+1 (251) 280-1980
TO BE HELD JUNE 26, 2025
EM, with EM surviving the merger as a wholly owned subsidiary of WTMA, subject to certain conditions, including, among others, the approval of the Merger Agreement and the Business Combination by the WTMA stockholders and the consummation of the acquisitions of the other target companies contemplated thereby. In connection with the closing of the Business Combination, WTMA intends to change its name to Evolution Metals Technologies Corp., and its common stock is expected to be listed on the Nasdaq Stock Market LLC (“Nasdaq”).
In connection with the Business Combination, WTMA, EM and the other target companies filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S -4 (Registration No. 333 -283119 ), which was declared effective by the SEC on May 15, 2025. On May 19, 2025, we filed the definitive proxy statement/prospectus relating to the Business Combination with the SEC and began mailing the definitive proxy statement/prospectus and other relevant materials to our stockholders on or about the same date. The materials include a notice of special meeting of WTMA stockholders to be held at 10:00 a.m., Eastern Time, on June 26, 2025 (the “Business Combination Meeting”), at which WTMA stockholders of record as of May 19, 2025 will be asked to consider and vote on a proposal to approve and adopt the Merger Agreement and the Business Combination, among other matters, as described in the definitive proxy statement/prospectus.
While we are using our best efforts to complete the Business Combination as soon as practicable, the board of directors of the Company (the “Board”) currently believes that there will not be sufficient time before June 30, 2025 to complete the Business Combination and desires to have the flexibility to extend the Company’s time to complete the Business Combination on terms other than those set forth in the Charter. Accordingly, the Board believes that in order for us to be able to consummate the Business Combination, the Company will need to obtain the Extension, which the Board believes is in the best interests of our stockholders.
Holders (“public stockholders” or “Public Stockholders”) of shares of our common stock sold in our IPO (“public shares” or “Public Shares”) may elect to redeem all or a portion of their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal, and an Election can also be made by public stockholders who abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. We believe that such redemption right protects our public stockholders from having to sustain their investments for an unreasonably long period if we fail to consummate an initial business combination (including the Business Combination) in the timeframe initially contemplated by our Charter. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal, or abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon consummation of an initial business combination (including the Business Combination).
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit / Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
You are not being asked to vote on the Business Combination at the special meeting. The vote by our stockholders on the Business Combination will occur at the separate Business Combination Meeting and the solicitation of proxies from our stockholders in connection with such separate Business Combination Meeting, and the related right of public stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension), is the subject of a separate proxy statement / prospectus. If you want to ensure your Public Shares are redeemed in the event the Business Combination is completed, you should elect to “redeem” your Public Shares in connection with the Business Combination Meeting. If you want to ensure your Public Shares are redeemed in the event the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the special meeting, you should elect to “redeem” your Public Shares in connection with the special meeting.
If you submit public shares for redemption in connection with the Business Combination Meeting and you want to ensure such public shares are redeemed in the event either the Business Combination is consummated or the Extension is implemented, you must (or must direct your bank, broker or other nominee to) instruct our transfer agent to redeem such public shares in connection with the Extension no later than the redemption deadline for the special meeting. If the Extension is implemented before the Business Combination is completed, any public shares submitted for redemption in connection with the Business Combination Meeting and also instructed to be redeemed in connection with the special meeting will be automatically subject to redemption in connection with the implementation of the Extension, unless you withdraw your redemption instructions in connection with the special meeting.
We estimate that the per -share price at which public shares may be redeemed from cash held in the trust account will be approximately $11.28 at the time of the special meeting. The closing price of our common stock on June 5, 2025, was $11.99. We cannot assure our stockholders that they will be able to sell their shares of our common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our stockholders wish to sell their shares.
We may be subject to an Excise Tax on redemptions or stock buybacks by the Company imposed by the Inflation Reduction Act of 2022 (the “IR Act”), see “ Certain U.S. Federal Income Tax Considerations — Excise Tax Upon Redemption ”. To mitigate the current uncertainty surrounding the implementation of the IR Act, in the event that the Charter Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), intends to indemnify the Company for any Excise Tax liabilities resulting from the implementation of the IR Act with respect to any future redemptions. The Sponsor agrees not to seek recourse for such expenses from the trust account. For the avoidance of doubt, the proceeds deposited in the trust account and the interest earned thereon shall not be used to pay for any Excise Tax due under the IR Act in connection with any redemptions of the public shares in connection with any redemption event (including the Extension).
The Adjournment Proposal, if adopted, will allow the Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.
If the Extension is not approved by June 30, 2025, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless in the event the Company winds up.
The affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock entitled to vote at the Special Meeting will be required to approve the Charter Amendment Proposal. The approval of the Trust Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting. Stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal is required for the implementation of the Extension.
Notwithstanding stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendment and the Trust Amendment at any time without any further action by our stockholders.
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting.
The Board has fixed the close of business on May 19, 2025 as the date for determining our stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of our common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.
After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal and the Trust Amendment Proposal and, if presented, the Adjournment Proposal are fair to and in the best interests of the Company and our stockholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” each of them.
Under Delaware law and our bylaws, no other business may be transacted at the special meeting.
Enclosed is the proxy statement containing detailed information concerning each of the proposals and the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your shares.
We look forward to seeing you at the meeting.
Dated: June 6, 2025
|
By Order of the Board of Directors, |
||
|
/s/ Daniel Mamadou |
||
|
Chief Executive Officer and
|
WELSBACH TECHNOLOGY METALS ACQUISITIONS CORP.
SPECIAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The special meeting of stockholders (the “special meeting”) of Welsbach Technology Metals Acquisitions Corp. (“Welsbach Technology Metals,” “WTMA,” the “Company,” “we,” “us” or “our”), a Delaware corporation, will be held on June 26, 2025 at 11:00 a.m., Eastern time, via a live webcast at
https:
//
www.cstproxy.com
/wtmau/ext2025
, or at such other date, time and/or place as shall be determined by one or more of the executive officers of the Company, to consider and vote upon the following proposals:
•
Proposal No. 1 — The Charter Amendment Proposal
— a proposal to approve and adopt an amendment (the “Charter Amendment”) of Welsbach Technology Metals’ second amended and restated certificate of incorporation, as previously amended (the “Charter”) to allow us to extend (the “Extension”) the date by which we have to consummate a business combination (the “Combination Period”) for up to an additional three months, from June
30, 2025 (the date which is 42 months from the closing date of our initial public offering of our units (the “IPO”)) to up to September
30, 2025 for no contribution to the trust account established in connection with the IPO (the “trust account”) (the “Charter Amendment Proposal”);
•
Proposal No. 2 — The Trust Amendment Proposal
— a proposal to approve and adopt an amendment (the “Trust Amendment”) of the Investment Management Trust Agreement, dated December
27, 2021, as previously amended, by and between Continental Stock Transfer Trust Company and Welsbach Technology Metals (the “Trust Agreement”), to permit the Extension (the “Trust Amendment” and together with the Charter Amendment, the “Extensions”);
•
Proposal No. 3 — The Adjournment Proposal
— a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Charter Amendment Proposal.
Our current Charter provides that we have until June 30, 2025 to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Pursuant to the provisions of our Charter and the Trust Agreement, we have previously extended our Combination Period by an aggregate of two years and nine months, from September 30, 2022 to the current June 30, 2025. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, we will have the right to extend the Combination Period for up to an additional three months, from June 30, 2025 to September
30, 2025.
The purpose of the Charter Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal is to allow the Company more time and flexibility to complete a business combination. As previously announced, on November 6, 2024, the Company entered into that certain Amended and Restated Agreement and Plan of Merger (as amended or supplemented from time to time, the “Merger Agreement”), with WTMA Merger Subsidiary LLC, a Delaware limited liability company (“Merger Sub”) and a direct, wholly owned subsidiary of WTMA, and Evolution Metals LLC, a Delaware limited liability company (“EM”). Pursuant to the Merger Agreement, as part of a series of transactions (collectively, the “Business Combination”), Merger Sub will merge with and into EM, with EM surviving the merger as a wholly owned subsidiary of WTMA, subject to certain conditions, including, among others, the approval of the Merger Agreement and the Business Combination by the WTMA stockholders and the consummation of the acquisitions of the other target companies contemplated thereby. In connection with the closing of the Business Combination, WTMA intends to change its name to Evolution Metals Technologies Corp., and its common stock is expected to be listed on the Nasdaq Stock Market LLC (“Nasdaq”).
4422 N. Ravenswood Ave #1025
Chicago, Illinois, 60640
TO BE HELD JUNE 26, 2025
In connection with the Business Combination, WTMA, EM and the other target companies filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S -4 (Registration No. 333 -283119 ), which was declared effective by the SEC on May 15, 2025. On May 19, 2025, we filed the definitive proxy statement/prospectus relating to the Business Combination with the SEC and began mailing the definitive proxy statement/prospectus and other relevant materials to our stockholders on or about the same date. The materials include a notice of special meeting of WTMA stockholders to be held at 10:00 a.m., Eastern Time, on June 26, 2025 (the “Business Combination Meeting”), at which WTMA stockholders of record as of May 19, 2025 will be asked to consider and vote on a proposal to approve and adopt the Merger Agreement and the Business Combination, among other matters, as described in the definitive proxy statement/prospectus.
While we are using our best efforts to complete the Business Combination as soon as practicable, the board of directors of the Company (the “Board”) currently believes that there will not be sufficient time before June 30, 2025, to complete the Business Combination and desires to have the flexibility to extend the Company’s time to complete a business combination on terms other than those set forth in its Charter. Accordingly, the Board believes that in order for us to be able to consummate the Business Combination, the Company will need to obtain the Extension, which the Board believes is in the best interests of our stockholders.
Holders (“public stockholders”) of shares of our common stock sold in the IPO (“public shares”) may elect to redeem all or a portion of their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal and an Election can also be made by public stockholders who abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. We believe that such redemption right protects our public stockholders from having to sustain their investments for an unreasonably long period if we fail to consummate an initial business combination (including the Business Combination) in the timeframe initially contemplated by our Charter. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal, or abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon consummation of an initial business combination (including the Business Combination).
The affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock entitled to vote at the special meeting will be required to approve the Charter Amendment Proposal. The approval of the Trust Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting. Stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal are required for the implementation of the Extension. Notwithstanding stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendment and the Trust Amendment Proposal at any time without any further action by our stockholders. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting.
The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $12.22 million held in the trust account as of May 30, 2025 (less funds that may be withdrawn to pay taxes). In such event, we may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
We may be subject to an Excise Tax on redemptions or stock buybacks by the Company imposed by the Inflation Reduction Act of 2022 (the “IR Act”), see “ Certain U.S. Federal Income Tax Considerations — Excise Tax Upon Redemption ”. To mitigate the current uncertainty surrounding the implementation of the IR Act, in the event that the Charter Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), intends to indemnify the Company for any Excise Tax liabilities resulting from the implementation of the IR Act with respect to any future redemptions. The Sponsor agrees not to seek recourse for such expenses from the trust account. For the avoidance
of doubt, the proceeds deposited in the trust account and the interest earned thereon shall not be used to pay for any Excise Tax due under the IR Act in connection with any redemptions of the public shares in connection with any redemption event (including the Extension).
If the Extension is not approved by June 30, 2025, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
In the IPO, we issued and sold to the public, units consisting of shares of common stock and rights. We also issued identical units in a private placement to Welsbach Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”).
Prior to the IPO, the Sponsor, officers, and directors waived their rights to liquidating distributions from the trust account with respect to their shares of common stock acquired directly from the Company and rights issued to the Sponsor. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the trust account with respect to our rights, which will expire worthless in the event the Company winds up.
The Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (a) $10.00 per our common stock (or such higher amount then held in trust) or (b) such lesser amount per our common stock held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party claims. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and we believe that the Sponsor’s only assets are securities of the Company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. The per -share liquidation price for the public shares is anticipated to be approximately $11.28 (based on the amount in trust at May 30, 2025). Nevertheless, we cannot assure you that the per share distribution from the trust account, if the Company liquidates, will not be less than $11.28, due to unforeseen claims of potential creditors.
Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you it will be able to return to our stockholders at least $10.00 per public stock (or such higher amount then held in trust).
Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60 -day notice period during which any third -party claims can be brought against the corporation, a 90 -day period during which the corporation may reject any claims brought, and an additional 150 -day waiting period before
any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
Approval of the Extension will constitute consent for Welsbach Technology Metals to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per -share price, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to us to pay our taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by us to complete a business combination (including the Business Combination) on or before up to September 30, 2025. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on any business combination (including the Business Combination) through up to September 30, 2025 if the Extension is approved.
The record date for the special meeting is May 19, 2025. Record holders of our common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 3,366,765 outstanding shares of common stock. Our rights do not have voting rights.
This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement, including the form of proxy, is first being mailed to stockholders on or about June 6, 2025.
|
Page |
||
|
1 |
||
|
13 |
||
|
14 |
||
|
19 |
||
|
32 |
||
|
34 |
||
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
35 |
|
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
37 |
|
|
41 |
||
|
41 |
||
|
41 |
||
|
A-1 |
||
|
B-1 |
i
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.
|
Q. Why am I receiving this proxy statement? |
A. This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting of stockholders to be held on June 26, 2025 at 11:00 a.m., Eastern time, via a live webcast at https://www.cstproxy.com/wtmau/ext2025 , or at such other date, time and/or place as shall be determined by one or more of the executive officers of the Company, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting. Welsbach Technology Metals is a blank check company incorporated in Delaware whose business purpose is to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. In December 2021, we consummated our IPO from which we derived net proceeds of $77,276,860. Like most blank check companies, our Charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated on or before a certain date. In our case, such certain date is June 30, 2025. Pursuant to the provisions of our Charter and the Trust Agreement, we have previously extended our Combination Period by an aggregate of two years and nine months, from September 30, 2022 to the current June 30, 2025. Our Board believes that it is in the best interests of the stockholders to continue the Company’s existence until up to September 30, 2025 in order to allow the Company more time to complete a business combination, as the Company will not be able to do so by June 30, 2025 and the Board desires to have the flexibility to extend the Company’s time to complete a business combination (including the Business Combination) on terms other than those set forth in its Charter. Therefore, the Board is submitting proposal 1 described in this proxy statement for the stockholders to vote upon. |
|
|
Q. What is being voted on? |
A. You are being asked to vote on: |
|
|
• a proposal to approve and adopt an amendment of our Charter to allow us to extend the Combination Period for up to an additional three months, from June 30, 2025 up to September 30, 2025; • a proposal to approve and adopt an amendment of the Trust Agreement, to permit the Extension; and • a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal. |
1
|
Q. What is the purpose of the Extension? |
A. The purpose of the Extension is to provide the Company with sufficient time to complete a business combination. As previously announced, on November 6, 2024, the Company entered into the Merger Agreement with WTMA Merger Sub and EM. Pursuant to the Merger Agreement, as part of a series of transactions, Merger Sub will merge with and into EM, with EM surviving the merger as a wholly owned subsidiary of WTMA, subject to certain conditions, including, among others, the approval of the Merger Agreement and the Business Combination by the WTMA stockholders and the consummation of the acquisitions of the other target companies contemplated thereby. In connection with the closing of the Business Combination, WTMA intends to change its name to Evolution Metals Technologies Corp., and its common stock is expected to be listed on Nasdaq. In connection with the Business Combination, WTMA, EM and the other target companies filed with the SEC a registration statement on Form S -4 (Registration No. 333 -283119 ), which was declared effective by the SEC on May 15, 2025. On May 19, 2025, we filed the definitive proxy statement/prospectus relating to the Business Combination with the SEC and began mailing the definitive proxy statement/prospectus and other relevant materials to our stockholders on or about the same date. The materials include a notice of special meeting of WTMA stockholders to be held at 10:00 a.m., Eastern Time, on June 26, 2025 (the “Business Combination Meeting”), at which WTMA stockholders of record as of May 19, 2025 will be asked to consider and vote on a proposal to approve and adopt the Merger Agreement and the Business Combination, among other matters, as described in the definitive proxy statement/prospectus. The Board believes that it is in the best interests of our stockholders to provide the Company more time to consummate a business combination, including the Business Combination. Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross -conditioned on the approval of each other. If the Extension is implemented, such approval will constitute consent for us to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for our use in connection with consummating a business combination (including the Business Combination) up to September 30, 2025. We will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal and the Trust Amendment Proposal. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the trust account in connection with an Election will reduce the amount held in the trust account following an Election. We cannot predict the amount that will remain in the trust account if the Extension is implemented and the amount remaining in the trust account may be only a fraction of the approximately $12.22 million (including interest but less the funds used to pay taxes) that was in the trust account as of May 30, 2025, which could impact our ability to consummate a business combination (including the Business Combination). |
|
2
|
If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved by June 30, 2025, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the initial stockholders have waived their rights to liquidating distributions from the trust account with respect to their shares of common stock acquired directly from the Company (but not including shares acquired in the open market) (the “private shares”). As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the trust account with respect to our rights, which will expire worthless in the event the Company winds up. |
||
|
Q. Why is the Company proposing the Charter Amendment Proposal and the Trust Amendment Proposal? |
A. Our Charter and the Trust Agreement provide for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated on or before June 30, 2025. While we are using our best efforts to complete the Business Combination as soon as practicable, our Board currently believes that there will not be sufficient time before June 30, 2025 to complete the Business Combination and our Board desires to have the flexibility to extend the Company’s time to complete the Business Combination on terms other than those set forth in its Charter. Accordingly, the Board believes that in order for us to consummate the Business Combination, the Company will need to obtain the Extension, which our Board believes is in the best interests of our stockholders. |
|
|
You are not being asked to vote on the Business Combination at the special meeting. The vote by our stockholders on the Business Combination will occur at the separate Business Combination Meeting and the solicitation of proxies from our stockholders in connection with such separate Business Combination Meeting, and the related right of public stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension), is the subject of a separate proxy statement / prospectus. If you want to ensure your Public Shares are redeemed in the event the Business Combination is completed, you should elect to “redeem” your Public Shares in connection with the Business Combination Meeting. If you want to ensure your Public Shares are redeemed in the event the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the special meeting, you should elect to “redeem” your Public Shares in connection with the special meeting. |
3
|
If you submit public shares for redemption in connection with the Business Combination Meeting and you want to ensure such public shares are redeemed in the event either the Business Combination is consummated or the Extension is implemented, you must (or must direct your bank, broker or other nominee to) instruct our transfer agent to redeem such public shares in connection with the Extension no later than the redemption deadline for the special meeting. If the Extension is implemented before the Business Combination is completed, any public shares submitted for redemption in connection with the Business Combination Meeting and also instructed to be redeemed in connection with the special meeting will be automatically subject to redemption in connection with the implementation of the Extension, unless you withdraw your redemption instructions in connection with the special meeting. |
||
|
If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extensions. If the Adjournment Proposal is not approved, our Board may not be able to adjourn the special meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal. |
||
|
Q. Why should I vote for the Charter Amendment Proposal and the Trust Amendment Proposal? |
A. Our Board believes stockholders will benefit from the Company consummating a business combination and is proposing the Charter Amendment Proposal and the Trust Amendment Proposal to allow us to extend the Combination Period for up to an additional three months, from June 30, 2025 to up to September 30, 2025. The Charter Amendment Proposal and the Trust Amendment Proposal would give us the opportunity to complete the Business Combination. |
|
|
Our Charter provides that if our stockholders approve an amendment to our Charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination before June 30, 2025, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account not previously released to us to pay our taxes, divided by the number of then outstanding public shares. We believe that this Charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to consummate an initial business combination (including the Business Combination)in the timeframe contemplated by the Charter. Our Board also believes, however, that is in the best interests of our stockholders to provide the Company with additional time to complete a business combination. |
||
|
Q. Why should I vote “FOR” the Adjournment Proposal? |
A. If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal. |
|
|
Q. How do the Welsbach Technology Metals insiders intend to vote their shares? |
A. All of our directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of all of the proposals. |
4
|
Our directors, executive officers and their respective affiliates are not entitled to redeem their founder shares. With respect to shares purchased in the open market by our directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, our Sponsor, directors, executive officers and their affiliates beneficially owned and were entitled to vote approximately 67.84% of our issued and outstanding common stock. Our directors, executive officers and their affiliates did not beneficially own any public shares as of such date. |
||
|
None of the Sponsor, directors, executive officers and their affiliates currently have an intention to purchase public shares or public rights prior to the special meeting. However, subject to Rule 14e -5 , at any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, directors, executive officers and their affiliates may purchase public shares or public rights prior to the special meeting. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements to implement the Extension, where it appears that such requirements may not otherwise be met. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals. If such purchases occur, our public “float” may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on Nasdaq or another national securities exchange. Any public shares held by affiliates of Welsbach Technology Metals may be voted in favor of the proposals. |
||
|
In the event that the Sponsor, directors, executive officers and their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. To the extent the transaction occurs following the date of this proxy statement, the purchase price of any public shares to be acquired by the Sponsor, directors, executive officers and their affiliates, will be at a price no higher than the redemption price offered to public shareholders. In addition, WTMA will file a Current Report on Form 8 -K and will file a proxy supplement, to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote. Any such disclosures will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons, and will describe the material costs of such arrangements to the purchaser, as well as their potential impact to the Business Combination. |
||
|
Q. What vote is required to approve each of the proposals? |
A. Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock entitled to vote at the special meeting. |
|
|
Approval of the Trust Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting. |
||
|
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting. |
5
|
At the special meeting, WTMA will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote against each of the proposals. A “broker non -vote ” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Because we believe the only proposals for consideration at the special meeting are non -discretionary proposals, it is not expected that there will be any broker non -votes at the special meeting. However, if there are any broker non -votes , they will not count as votes cast at the special meeting, will have the same effect as a vote against the Charter Amendment Proposal and will have no effect on any of the other proposals. |
||
|
Q. What if I don’t want to vote for the Charter Amendment Proposal or the Trust Amendment Proposal? |
A. If you do not want the Charter Amendment Proposal and the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposals. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public stockholders. |
|
|
Q. Will you seek any further extensions to liquidate the trust account? |
A. Other than the extension until up to September 30, 2025 as described in this proxy statement, we do not currently anticipate seeking any further extensions to consummate a business combination. We have provided that all holders of public shares, including those who vote for the Extension, may elect to redeem their public shares into their pro rata portion of the trust account and should receive the funds shortly after the stockholder meeting which is scheduled for June 26, 2025. Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to an initial business combination (including the Business Combination), or, if we do not consummate a business combination by up to September 30, 2025, such holders shall be entitled to their pro rata portion of the trust account on such date. |
|
|
Q. What happens if the Charter Amendment is not approved? |
A. If the Charter Amendment is not approved and we have not consummated a business combination by June 30, 2025, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
|
|
The Sponsor and initial stockholders have waived their rights to liquidating distributions from the trust account with respect to their private shares. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the trust account with respect to our rights, which will expire worthless if the Company winds up. |
6
|
Q. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? |
A. If the Charter Amendment Proposal is approved, we will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form of Annex A hereto to extend the time we must complete a business combination until up to September 30, 2025. If the Trust Amendment Proposal is approved, we will execute an amendment to Trust Agreement in the form of Annex B hereto. We will remain a reporting company under the Exchange Act, and our units, common stock, and public rights will remain publicly traded. We will then continue to work to consummate a business combination by up to September 30, 2025. |
|
|
If the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with an Election will reduce the amount held in the trust account. We cannot predict the amount that will remain in the trust account if the Extension is implemented, and the amount remaining in the trust account may be only a fraction of the amount that was in the trust account as of May 30, 2025. However, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal and the Trust Amendment Proposal. |
||
|
Q. Would I still be able to exercise my redemption rights if I vote against a proposed business combination? |
A. You will be able to vote on the Business Combination when it is submitted to stockholders at the separate Business Combination Meeting. If you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in the Charter. |
|
|
Q. How do I change my vote? |
A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later -dated , signed proxy card to the Company, prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at, 4422 N. Ravenswood Ave #1025, Chicago, Illinois 60640. |
|
|
Q. How are votes counted? |
A. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, as well as abstentions and broker non -votes . |
|
|
Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock entitled to vote at the special meeting. |
||
|
Approval of the Trust Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting |
||
|
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of common stock represented at the special meeting by virtual attendance or by proxy, and entitled to vote at the special meeting. |
7
|
At the special meeting, WTMA will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote against each of the proposals. A “broker non -vote ” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Because we believe the only proposals for consideration at the special meeting are non -discretionary proposals, it is not expected that there will be any broker non -votes at the special meeting. However, if there are any broker non -votes , they will not count as votes cast at the special meeting, will have the same effect as a vote against the Charter Amendment Proposal and will have no effect on any of the other proposals. |
||
|
Q. If my shares are held in “street name,” will my broker automatically vote them for me? |
A. With respect to the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, your broker can vote your shares only if you provide them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. |
|
|
Q. What is a quorum requirement? |
A. A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the special meeting are represented at the special meeting by virtual attendance or by proxy. |
|
|
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the special meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman of the special meeting may adjourn the special meeting to another date. |
||
|
Q. Who can vote at the special meeting? |
A. Only holders of record of our common stock at the close of business on May 19, 2025, the record date, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On the record date, 3,366,765 shares of common stock, including 1,082,789 public shares, were outstanding and entitled to vote. |
|
|
Stockholder of Record: Shares Registered in Your Name . If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. |
||
|
Beneficial Owner: Shares Registered in the Name of a Broker or Bank . If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. |
8
|
Q. How does the Board recommend I vote? |
A. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the Charter Amendment Proposal and the Trust Amendment Proposal and, if presented, the Adjournment Proposal are fair to and in the best interests of the Company and our stockholders. The Board recommends that our stockholders vote “FOR” each of the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. |
|
|
Q. What interests do the Company’s directors and officers have in the approval of the proposals? |
A. Welsbach Technology Metals’ directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of founder shares and rights that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “ The Charter Amendment Proposal — Interests of Welsbach Technology Metals’ Directors and Officers .” |
|
|
Q. What if I object to the Charter Amendment and the Trust amendment Proposal? Do I have appraisal rights? |
A. If you do not want the Charter Amendment Proposal and the Trust Amendment Proposal to be approved, you must vote against such proposals, abstain from voting or refrain from voting. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any business combination we propose. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Charter Amendment or the Trust Amendment. Our stockholders do not have appraisal rights in connection with the Charter Amendment and the Trust Amendment under the DGCL. |
|
|
Q. What happens to the Welsbach Technology Metals rights if the Charter Amendment Proposal and the Trust Amendment Proposal are not approved? |
A. If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a business combination by June 30, 2025, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless in the event the Company winds up. |
|
|
Q. What happens to the Welsbach Technology Metals rights if the Charter Amendment Proposal and the Trust Amendment Proposal are approved? |
A. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, we will continue our efforts to consummate the Business Combination until up to September 30, 2025, and will retain the blank check company restrictions previously applicable to us. The rights will remain outstanding in accordance with their terms. |
|
|
Q. What do I need to do now? |
A. We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card. |
9
|
Q. How do I vote? |
A. If you are a holder of record of our common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre -addressed postage paid envelope. You may still attend the special meeting and vote in person if you have already voted by proxy. |
|
|
If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. |
||
|
Q. How do I redeem my shares of Welsbach Technology Metals common stock? |
A. If the Extension is implemented, each public stockholder may seek to redeem such stockholder’s public shares for its pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination (including the Business Combination), or if the Company has not consummated a business combination by up to September 30, 2025. |
|
|
In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer Trust Company, the Company’s transfer agent, at Continental Stock Transfer Trust Company, One State Street, 30 th Floor, New York, New York 10004 -1561 , Attn: spacredemptions@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. |
||
|
Certificates that have not been tendered in accordance with these procedures at least two business days prior to the special meeting will not be redeemed for cash. Any request for redemption, once made by a public stockholder, may not be withdrawn once submitted to us unless our Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). In addition, if you deliver your shares for redemption to the transfer agent and later decide prior to the special meeting not to redeem your shares, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. |
10
|
You are not being asked to vote on the Business Combination at the special meeting. The vote by our stockholders on the Business Combination will occur at the separate Business Combination Meeting and the solicitation of proxies from our stockholders in connection with such separate Business Combination Meeting, and the related right of public stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension), is the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Business Combination is completed, you should elect to “redeem” your Public Shares in connection with the Business Combination Meeting. If you want to ensure your Public Shares are redeemed in the event the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the special meeting, you should elect to “redeem” your Public Shares in connection with the special meeting. If you submit public shares for redemption in connection with the Business Combination Meeting and you want to ensure such public shares are redeemed in the event either the Business Combination is consummated or the Extension is implemented, you must (or must direct your bank, broker or other nominee to) instruct our transfer agent to redeem such public shares in connection with the Extension no later than the redemption deadline for the special meeting. If the Extension is implemented before the Business Combination is completed, any public shares submitted for redemption in connection with the Business Combination Meeting and also instructed to be redeemed in connection with the special meeting will be automatically subject to redemption in connection with the implementation of the Extension, unless you withdraw your redemption instructions in connection with the special meeting. |
||
|
Q. What should I do if I receive more than one set of voting materials? |
A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares. |
|
|
Q. Who is paying for this proxy solicitation? |
A. We will pay for the entire cost of soliciting proxies. Our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. |
|
|
Q. Where do I find the voting results of the special meeting? |
A. We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8 -K , which we are required to file with the SEC within four business days following the special meeting. |
11
