Welsbach Technology Metals Acquisition Corp

DEF 14A 1 ea0206450-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Welsbach Technology Metals Acquisitions Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Welsbach Technology Metals Acquisitions Corp.

4422 N. Ravenswood Ave #1025

Chicago, Illinois 60640

+1 (251) 280-1980

+65 9012 6332

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 28, 2024

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 28, 2024 at 10:00 a.m., Eastern time, a via live webcast athttps://www.cstproxy.com/wtmau/2024, 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 amend (the “Charter Amendment”) Welsbach Technology Metals’ amended and restated certificate of incorporation (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 twelve months, from June 30, 2024 (the date which is 30 months from the closing date of our initial public offering of our units (the “IPO”)) to up to June 30, 2025 for no contribution to the trust account (the “trust account”);

• Proposal No. 2 — The Trust Amendment Proposal — a proposal to amend the Investment Management Trust Agreement, dated December 27, 2021, by and between Continental Stock Transfer & Trust Company and Welsbach Technology Metals (the “Trust Agreement”), allowing us to extend the Combination Period for up to an additional twelve months, from June 30, 2024 to up to June 30, 2025 (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.

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 provide that we have until June 30, 2024 to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). Pursuant to the provisions of our Charter and the Trust Agreement, we have previously extended our Combination Period by one year and nine months, from September 30, 2022 to the current June 30, 2024. 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 twelve months, from June 30, 2024 to June 30, 2025.

While we are using our best efforts to complete a 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, 2024, to complete a 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 the Charter. The purpose of the Extension is to provide the Company more time to complete a Business Combination, 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 their shares for theirpro 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 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 find a suitable acquisition 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 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 a 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.

We estimate that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $11.15 at the time of the special meeting. The closing price of our common stock on May 28, 2024, was $11.10. 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, 2024, 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 Company’s board of directors, 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.

Subject to the foregoing, the affirmative vote of the holders of at least a majority of the Company’s issued and outstanding shares of common stock as of the record date for the Special Meeting will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. Stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal is required for the implementation of our Board’s plan to extend the date

by which we must consummate our initial business combination. 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 simple majority of the issued and outstanding shares of the Company’s common stock entitled to vote and who, being present in person or represented by proxy at the special meeting or any adjournment thereof, vote on such matter.

The Board has fixed the close of business on May 13, 2024 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” 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: May 29, 2024

By Order of the Board of Directors,

/s/ Daniel Mamadou

Chief Executive Officer and Chairman of the Board of Directors

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Charter Amendment Proposal and the Trust Amendment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on June 28, 2024: This notice of meeting and accompanying proxy statement are available athttps://www.cstproxy.com/wtmau/2024.

WELSBACH TECHNOLOGY METALS ACQUISITIONS CORP.

4422 N. Ravenswood Ave #1025

Chicago, Illinois, 60640

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 28, 2024

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 28, 2024 at 10:00 a.m., Eastern time, a via live webcast athttps://www.cstproxy.com/wtmau/2024, 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 amend (the “Charter Amendment”) Welsbach Technology Metals’ amended and restated certificate of incorporation (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 twelve months, from June 30, 2024 (the date which is 30 months from the closing date of our initial public offering of our units (the “IPO”)) to up to June 30, 2025 for no contribution to the trust account (the “trust account”);

• Proposal No. 2 — The Trust Amendment Proposal — a proposal to amend the Investment Management Trust Agreement, dated December 27, 2021, by and between Continental Stock Transfer & Trust Company and Welsbach Technology Metals (the “Trust Agreement”), allowing us to extend the Combination Period for up to an additional twelve months, from June 30, 2024 to up to June 30, 2025 (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 Charter provides that we have until June 30, 2024 to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). Pursuant to the provisions of our Charter and the Trust Agreement, we have previously extended our Combination Period by one year and nine months, from September 30, 2022 to the current June 30, 2024. 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 twelve months, from June 30, 2024 to June 30, 2025.

While we are using our best efforts to complete a 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, 2024, to complete a 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. The purpose of the Extension is to provide the Company more time to complete a Business Combination, 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 their shares for theirpro 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 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 find a suitable acquisition 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 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 a Business Combination.

Subject to the foregoing, the affirmative vote of the holders of at least a majority of the Company’s issued and outstanding shares of common stock as of the record date for the Special Meeting will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. Stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal are required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. 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 simple majority of the issued and outstanding shares of the Company’s common stock entitled to vote and who, being present in person or represented by proxy at the special meeting or any adjournment thereof, vote on such matter.

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 $24.1 million held in the trust account as of May 24, 2024 (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, 2024, 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 $11.12 (based on the amount in trust at May 24, 2024). Nevertheless, we cannot assure you that the per share distribution from the trust account, if the Company liquidates, will not be less than $11.12, 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 on or before up to June 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 through up to June 30, 2025 if the Extension is approved.

The record date for the special meeting is May 13, 2024. 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 4,456,827 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 May 30, 2024.