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 jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
4422 N. Ravenswood Ave #1025
Chicago,
Illinois 60640
(Address
of Principal Executive Offices, including zip code)
Registrant’s
telephone number, including area code: (251) 280-1980
Not Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)
of the Act: |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock |
|
WTMAU |
|
The
Nasdaq Stock Market LLC |
| Common Stock, $0.0001 par value per share |
|
WTMA |
|
The
Nasdaq Stock Market LLC |
| Rights, each exchangeable into one-tenth of one share of Common Stock |
|
WTMAR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As
previously reported by Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”), on Current Reports
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024, WTMA is a party to an
Agreement and Plan of Merger, dated as of April 1, 2024 (as it may be amended or supplemented from time to time, the “Merger
Agreement”), with WTMA Merger Subsidiary Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of WTMA (“MergeCo”),
Evolution Metals LLC, a Delaware limited liability company (“EM”), pursuant to which, among other matters, subject
to the terms and conditions therein, WTMA will consummate its initial business combination with EM (the “Business Combination”
and “Closing”). Following the Business Combination, Evolution Metals & Technologies Corp. shall be the surviving
entity (“EM&T”).
On
August 1, 2024, in support of the Business Combination, inter alios, WTMA and EM have entered into a Term Sheet (the “Term Sheet”)
with certain legally binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment
vehicle, to provide an equity investment (“Anchor Equity Investor”) of US$500 million through a private investment
in public equity (“PIPE Anchor Equity Investment”) to be consummated concurrently with the Closing at a pre-money
enterprise valuation for EM&T of US$6.2 billion. Additionally, BCG, through a special purpose lending vehicle (“Lender”),
agrees to provide a debt facility (“Debt Facility”) of up to US$6.2 billion to EM&T or to a subsidiary of EM&T
guaranteed, inter alios, by EM&T to be consummated concurrently with the Closing. The closing of the PIPE Anchor Equity Investment
and Debt Facility is subject to the satisfactory completion of BCG’s on-going due diligence, final investment approvals, execution
of an equity subscription agreement, execution of a debt facility agreement, the Closing, and other closing conditions.
A
summary of the key commercial terms of the Term Sheet with BCG, which are subject to finalization during the due diligence and documentation
phase, are as follows:
PIPE
Anchor Equity Investment
| ● | US$500
million which is 25% of the target PIPE raise of US$2 billion. |
| ● | EM&T
pre-money enterprise valuation shall be US$6.2 billion. |
| ● | The
Anchor Equity Investor will have the right to appoint a director to EM&T’s Board of Directors. |
| ● | The
Lender shall have the right to appoint an observer to EM&T’s Board of Directors’ meetings. |
Debt
Facility
| ● | Rank:
the Debt Facility shall rank as an unsubordinated, secured obligation, ranking at least pari passu with all EM&T’s existing
and future unsubordinated unsecured obligations. |
| ● | Availability
Period: Up to 10 years following completion of the Business Combination and satisfaction of all conditions precedents as set forth
in the Debt Facility Agreement. |
| ● | Facility
Tenor: 10 years from the first utilization of the Debt Facility. |
| ● | Financial
Covenants (with precise ratio levels and liquidity amounts and definitions to be finalized during the due diligence and documentation
phase): |
| o | Debt
Service Reserve Account (“DSRA”): EM&T is required to fund a DSRA with an amount equal to 6- months projected interest
in connection with the Debt Facility. |
| o | Loan-to-Value
Ratio: shall not exceed [●]%, computed as (a) outstanding consolidated debt divided by (b) gross consolidated value of EM&T,
as independently appraised by valuation advisor. |
| o | Leverage
Ratio: shall not exceed [●]x, computed as (a) outstanding consolidated debt divided by (b) last twelve months’ earnings
before interest, tax, depreciation, and amortization (“LTM EBITDA”) |
| o | Interest
Coverage Ratio: shall not be less than [●]x, computed as (a) LTM EBITDA divided by (b) last twelve months’ gross consolidated
aggregate interest payable. |
| o | Minimum
Liquidity Requirement: EM&T shall keep at least US$[●] million of cash liquidity at all times, without taking into account
available or undrawn amount of the Debt Facility and balance of the DSRA. |
| o | Distributions:
EM&T shall not make any distributions or dividends or share buybacks or payments on subordinated loans (a) earlier than 3-years
since first utilization of the Debt Facility, (b) if the Leverage Ratio exceeds [●]x, (c) if cash liquidity following any distribution
would be less than US$ [●] million, (d) if EM&T has not fulfilled its repayment obligations under the Debt Facility, (d) exceeding
25% of EM&T’s consolidated net profit after tax, and (e) under any event of default or potential event of default. |
| o | Negative
Share Pledge: Any shares of EM&T and its subsidiaries which are not pledged to the PIPE Anchor Investor shall not be pledged
to any other third party. |
| ● | Security
and Support: the Debt Facility shall be secured by fixed and floating charges, including, inter alia: (a) charge over guarantees,
(b) first ranking pledge of EM&T blocking shares, (c) first ranking pledge of EM&T’s subsidiaries shares, (d) charge over
EM&T and its subsidiaries undertakings and assets, including all bank accounts ,(e) debenture of EM&T and its subsidiaries, (f)
kun-mortgage of EM&T’s Korean entities and subsidiaries, (g) assignment of applicable revenue and supply agreements, (h) assignment
of any government support/investment guarantees/tax credits, (i) security over acquisition documents. |
Use
of Proceeds: the primary use of proceeds from the Anchor Equity Investment, PIPE and the Debt Facility is for EM&T to:
| ● | Expand
its current capacities in its one-of-a-kind US Department of Defense certified e-scrap recycling business across the United States; |
| ● | Expand
across the United States and the Republic of Korea its current capacities in its fully integrated NdPr metal, NdPr alloy and bonded magnet
making business and sintered magnet making business without a critical dependency on Chinese feedstock; |
| ● | Secure
increased, diversified and redundant volumes of feedstocks globally for its magnet making businesses; |
| ● | Build
refinement capacity to further process the end products from its recycling businesses including Neodymium, Praseodymium, Dysprosium,
Terbium, Cobalt, Lithium, Manganese, Nickel, Copper, Gold and Silver; |
| ● | Implement
our existing smart factory expertise to automate all aspects of our supply chain to reduce production costs and improve productivity,
efficiency and quality control. |
Item 8.01 Other Events.
On
August 1, 2024, Evolution Metals and Welsbach Technology Metals Acquisition Corp issued a joint press release announcing WTMA’s
and EM’s execution of the Term Sheet with Broughton Capital Group. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such “forward-looking statements”
with respect to the proposed transaction between a target and WTMA include statements regarding the benefits of the transaction, the
anticipated timing of the transaction and the products and markets of a target. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events
to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk
that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of WTMA’s securities,
(ii) the risk that the transaction may not be completed by WTMA’s business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by WTMA, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of a Merger Agreement by the shareholders of WTMA, the satisfaction of the minimum amount
in the trust account, if any, following redemptions by WTMA’s public shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the potential lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the
inability to complete a PIPE investment for the targeted amount or at all, (vi) the occurrence of any event, change or other circumstance
that could give rise to the termination of a Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on
a target’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts
current plans and operations of a target and potential difficulties in employee retention as a result of the transaction, (ix) the outcome
of any legal proceedings that may be instituted against a target or against WTMA related to a Merger Agreement or the proposed transaction,
(x) the ability to maintain the listing of WTMA’s securities on a national securities exchange, (xi) the price of WTMA’s
securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which WTMA plans
to operate or a target operates, variations in operating performance across competitors, changes in laws and regulations affecting WTMA’s
or a target’s business, a target’s inability to implement its business plan or meet or exceed its financial projections and
changes in the combined capital structure, (xii) changes in general economic conditions, including as a result of the COVID-19 pandemic,
and (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction,
and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in a registration statement on Form S-4 following identification of
a target and execution of a Merger Agreement, the proxy statement/prospectus and other documents filed or that may be filed by WTMA from
time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and a target and WTMA assume no
obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise. Neither a target nor WTMA gives any assurance that either a target or WTMA, or MergeCo, will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
August 1, 2024
Welsbach
Technology Metals Acquisition Corp.
| By: |
/s/ Christopher Clower |
|
| Name: |
Christopher Clower |
|
| Title: |
Chief Operating Officer and Director |
|
5
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 have entered into a Term Sheet (the “Term Sheet”)
with certain legally binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment vehicle,
to provide an equity investment (“Anchor Equity Investor”) of US$500 million through a private investment in public equity
(“PIPE Anchor Equity Investment”) to be consummated concurrently with EM’s and WTMA’s business combination closing
(“Closing”) at a pre-money enterprise valuation for Evolution Metals & Technologies Corp. (“EM&T”), the
surviving entity of the business combination, of US$6.2 billion. Additionally, BCG, through a special purpose lending vehicle (“Lender”)
agrees to provide to EM&T a debt facility (“Debt Facility”) of up to US$6.2 billion to be consummated concurrently with
the Closing. The closing of the PIPE Anchor Equity Investment and Debt Facility is subject to the completion of BCG’s on-going
due diligence, execution of an equity subscription agreement, execution of a debt facility agreement, the Closing, and other closing
conditions.
Nick
Lisle, Founder and CEO of Broughton Capital Group, stated, “Broughton Capital Group has a mandate to invest, including significant
capital to advance private sector solutions for a cleaner, greener and more sustainable future across the globe. EM&T is bringing
to the world robust, alternative critical materials supply chain solutions through operating businesses that we are eager to support
with significant capital as the lead anchor investor. BCG has demonstrated our conditional commitment by entering into a Term Sheet with,
inter alios, Evolution Metals and WTMA to deliver significant capital and anchor the fundraising for EM&T. We are continuing
our due diligence on the transaction to support EM&T’s rapid and prudent expansion of their capacities in the critical materials
supply chain. EM&T has a world-class executive management team led by David Wilcox. Our capital will be used by EM&T to increase
their recycling and refining businesses and magnet-making businesses while leveraging automation to enhance their integrated supply chain.
As we advance towards the deSPAC closing, we intend to move the equity PIPE capital into escrow ahead of the deSPAC closing, upon the
execution of definitive documentation. Our signing of the Term Sheet underscores our confidence in the strategic vision of EM&T,
and our dedication to fostering innovation and sustainability in the critical materials sector. We believe that our combined efforts
will not only enhance the resilience of the critical materials supply chain but also contribute to the broader goal of reducing environmental
impact and promoting a sustainable future for generations to come.”
David
Wilcox, Managing Member of Evolution Metals LLC, commented, “I am pleased to announce that, inter alios, EM and WTMA have signed
a Term Sheet with certain legally binding clauses with Broughton Capital Group for BCG to provide an anchor equity investment of US$500
million, which is 25% of our targeted PIPE raise. The Term Sheet also includes a US$6.2 billion credit facility. We are tremendously
excited to be working with Broughton Capital Group, who has deep mineral markets expertise and aligns directly with our strategic vision.
BCG’s commitment to advancing our critical materials supply chain is unparalleled, and their support will be instrumental in propelling
our initiatives forward. Together, we are bringing to the world a robust and sustainable fully integrated operational supply chain that
addresses the increasing demand for these essential, fundamental and critical materials, without reliance on high-risk suppliers in geopolitically
sensitive countries. We will be using the capital from BCG to expand across the United States our existing capacities of our one-of-a-kind
US Department of Defense certified e-scrap recycling business; to increase our existing capacities in the Republic of Korea to produce
bonded and sintered magnets without a critical dependency on Chinese feedstock; to expand our capacities in the US and South Korea to
produce critical materials including Neodymium, Praseodymium, Dysprosium, Terbium, Cobalt, Lithium, Manganese, Nickel, Copper, Gold and
Silver; and to automate all aspects of our supply chain to reduce production costs and improve quality control. This strategic partnership
is poised to fortify our position and drive significant growth, ensuring we meet our ambitious objectives effectively and prudently.”
Frank
Moon, CEO of EM&T, remarked, “We are witnessing rapid technologies development as we accelerate through the brave
new world of hyperconnectivity and superintelligence, impacting all aspects of our everyday lives. Economic success and national security
will be driven by the transformations of the fourth industrial revolution. With rising global geopolitical tensions, governments and
markets are increasingly focused on the risks and weaknesses of current supply chains, especially in critical materials for EVs, electrification,
renewable energy storage and defense applications. For the last decade, these risks resulted in reduced development of critical mineral
mine projects by non-Chinese developers. Today, more than one hundred critical mineral mine projects globally, outside of China, wait
to be developed. And we have yet to see any critical material supply chains independent from China. The Western World possesses no geopolitically
secure, commercial-scale critical materials mid-to-downstream supply chains to process the raw mined ore feedstock from critical mineral
mines around the globe. Why, after many decades, is the world still highly dependent on Chinese supply chains in critical materials?
China currently supplies more than 90% of the global production of permanent magnets, which are critical components of EVs, sensory devices,
electrification, renewable energy storage and defense applications. However, China imports 60% of the raw mined ore feedstock it needs
to produce these permanent magnets. China dominates permanent magnet production by dominating the mid-to-downstream supply chain capacity.
China dominates the global capacity to process ore feedstock into oxides, oxides into metal, metal into alloys, and alloys into permanent
magnets; and China’s massive commercial scale allows it to economically recycle spent magnets back into usable magnets. The Western
World possesses no commercial scale critical materials mid-to-downstream supply chain that can process the raw mined ore feedstock from
critical mineral mines around the globe, which must sell its ore to China. This Chinese dominance can only be addressed by the Western
World having a fully integrated mid-to-downstream supply chain which receives raw mined ore feedstock, then processes the ore into oxides,
oxides into metal, metal into alloys, and alloys into permanent magnets. EM is delivering to the world a fully operational, fully integrated
mid-to downstream critical materials supply chain that is independent of China. EM is actively partnering with existing and developing
mineral resource mines around the globe for productive, stable long-term supply relationships. Our critical material supply chain operating
companies are in the US and the Republic of Korea, enabling us to expand rapidly and prudently. We also recycle critical materials through
our two US based recycling companies. To expand our capacities as rapidly and prudently as possible, EM is focusing on the following
investments:
| ● | Replicate
across the US our existing capacity in our one-of-a-kind US Department of Defense (“DoD”)
certified e-scrap recycling plant; |
| ● | Build
refineries across the US to receive feedstock from our US DoD recycling plants to turn recycled
mixed precious metals fines into gold, silver, and palladium through hydrometallurgy and
electrowinning; |
| ● | Expand
our existing capacities in the US and Republic of Korea in our fully integrated supply chain
to produce bonded permanent magnets and sintered permanent magnets; |
| ● | Secure
increasing volumes of raw mined ore feedstock from existing and developing mines and supplier
networks around the globe; |
| ● | Build
midstream oxide conversion facilities to receive ore concentrates across the globe and process
into metal convertible oxides; |
| ● | Establish
hydrometallurgical operations in the US to process our existing recycled EV battery black
mass and spent magnets into new secondary battery products and new magnet production, respectively; |
| ● | Implement
our internal smart factory automation expertise across all aspects of our critical materials
supply chain to reduce costs and improve efficiency, productivity and quality control of
our operations; |
| ● | Identify
proven technologies with proven commercial production to jump start rapid growth of these
technologies by injecting growth capital, and integrating into our supply chain.” |
“Despite
challenging market conditions, our teams have fulfilled the mission, demonstrating their focus and dedication to the task," said
Daniel Mamadou, CEO of Welsbach Technology Metals Acquisition Corp. "We very much look forward to fulfilling our mandate mission
in the critical materials space by merging with Evolution Metals LLC who has assembled a world-class team under the leadership of David
Wilcox. We could not be more thrilled to partner with Broughton Capital Group, whose support is instrumental in completing the business
combination and growing EM&T.”
Christopher
Clower, COO of Welsbach Technology Metals Acquisition Corp, commented, “The Evolution Metals team, the Broughton Capital Group
team and the Welsbach Technology Metals team all continue to work tirelessly together with legal counsels, auditors, accounting service
providers, and our financial advisor to ensure we are fulfilling all US SEC requirements to successfully bring Evolution Metals &
Technologies Corp., supported by Broughton Capital Group, to the Nasdaq as an emerging leader in the global critical materials industry
for a greener, cleaner and more sustainable future.”
Cohen
& Company Capital Markets is a financial advisor for Evolution Metals LLC and Welsbach Technology Metals Acquisition Corp.
About
WTMA
WTMA
is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. While WTMA may pursue an acquisition in any business industry or sector,
it intends to concentrate its efforts on targets in the technology metals and energy transition materials industry. WTMA is led by Chief
Executive Officer Daniel Mamadou and Chief Operating Officer Christopher Clower.
About
EM LLC
EM
LLC is a mining, refining and specialty chemicals company that is committed to establishing a secure and reliable supply chain for
critical minerals. Its strategy is to acquire and develop mining assets and processing facilities to produce essential materials for
industrial uses including electric vehicles, electronics, environmental technologies and aerospace and defense applications. EM aims
to support the creation of jobs, industry and manufacturing to promote a greener future by providing bespoke solutions to support its
clients globally. EM LLC is led by Managing Member David Wilcox.
Proposed
Business Combination
WTMA
announced a definitive merger agreement with EM on April 5, 2024. Upon a successful merger completion, EM shareholders will become shareholders
in the public company, Evolution Metals & Technologies Corp. Additional information about the proposed business combination, including
a copy of the merger agreement, is available in a Current Report on Form 8-K filed by WTMA with the US Securities and Exchange Commission
(the “SEC”) and at www.sec.gov.
Participants
in the Solicitation
WTMA
and EM and each of their directors and executive officers may be considered participants in the solicitation of proxies with respect
to the proposed Transaction under the rules of the SEC. Information about the directors and executive officers of WTMA and a description
of their interests in WTMA and the Extension is contained in Fusion’s Annual Report on Form 10-K for the year ended December 31,
2023, which was filed with the SEC on April 16, 2024 (the “Annual Report”).
Information
about WTMA’s directors and executive officer’s interests in the Transaction, as well as information about EM’s directors
and executive officers and a description of their interests in EM and the proposed Transaction will be set forth in the proxy statement
relating to the proposed Transaction, when it is filed with the SEC. When available, the above referenced documents can be obtained free
of charge from the sources indicated above.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the Extension or the proposed Transaction. This press release shall also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward
Looking-Statements
Certain
statements made in this press release are “forward looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside WTMA’s and
EM’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes include: the ability of WTMA to enter into a definitive agreement
with respect to a business combination with EM within the time provided in WTMA’s second amended and restated certificate of incorporation;
WTMA’s ability to obtain the financing necessary to consummate the potential Transaction; the performance of EM’s business;
the timing, success and cost of EM’s development activities; assuming the definitive agreement is executed, the ability to consummate
the proposed Transaction, including risk that WTMA’s stockholder approval is not obtained; failure to realize the anticipated benefits
of the proposed Transaction, including as a result of a delay in consummating the proposed Transaction; the amount of redemption requests
made by WTMA’s stockholders and the amount of funds remaining in WTMA’s trust account after the Extension and the vote to
approve the proposed Transaction; WTMA’s and EM’s ability to satisfy the conditions to closing the proposed Transaction,
once documented in a definitive agreement; and those factors discussed in the Annual Report under the heading “Risk Factors,”
and the other documents filed, or to be filed, by WTMA with the SEC. Neither WTMA or EM undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Daniel
Mamadou, CEO, Welsbach Technology Metals Acquisition Corp.
daniel@welsbach.sg
Christopher
Clower, COO, Welsbach Technology Metals Acquisition Corp.
chris@welsbach.sg
David
Wilcox, Managing Member, EM LLC
david.wilcox@evolution-metals.com
4
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