Welsbach Technology Metals Acquisition Corp

The Company

We are a blank check company incorporated as a Delaware corporation on May 27, 2021, 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.

On December 30, 2021, we consummated our initial public offering of 7,500,000 units. Each unit consists of one share of common stock, and one right, with each right entitling the holder thereof to receive one-tenth of one share of common stock. The units were sold at a price of $10.00 per unit, generating gross proceeds of $75,000,000.

Simultaneously with the closing of the initial public offering, we completed the private sale of an aggregate of 347,500 units to our sponsor at a purchase price of $10.00 per private placement unit, generating gross proceeds of $3,475,000.

On January 14, 2022, our IPO underwriter exercised the option to purchase up to 1,125,000 additional units to cover over-allotments (the “over-allotment units”) in part and purchased 227,686 over-allotment units, which were sold at an offering price of $10.00 per over-allotment unit, generating gross proceeds of $2,276,860. Simultaneously with the sale of the over-allotment units, we consummated a private sale of an additional 4,554 private placement units to the sponsor, generating gross proceeds of $45,540.

A total of $77,276,860, comprised of proceeds from the initial public offering (including the over-allotment) and proceeds of the sale of the private placement units was placed in the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On March 24, 2023, in connection with the votes to approve the March 24, 2023 extension, the holders of 4,097,964 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $42.6 million, leaving approximately $37.8 million in the trust account.

On September 29, 2023, in connection with the votes to approve the September 29, 2023 extension, the holders of 1,456,871 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of $10.79 per share, for an aggregate redemption amount of $15.7 million, leaving approximately $23.4 million in the trust account.

The units, common stock and rights are currently listed on NASDAQ under the symbols “WTMAU,” “WTMA” and “WTMAR”, respectively. Our units commenced public trading on December 28, 2021, and our common stock and rights commenced separate public trading on January 20, 2022.

On June 25, 2021, Welsbach Acquisition Holdings LLC (the “Sponsor”) purchased 1,437,500 shares (the “Founder Shares”) of our Class B common stock, par value $0.0001 for an aggregate price of $25,000. On October 13, 2021, we effected an exchange of each such Class B shares for 1.5 of our common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares. We no longer have Class B stock. Our founder holders forfeited 224,328 Founder Shares as the over-allotment option was not exercised in full by the underwriters.

As of May 24, 2024, we had approximately $24.1 million (including interest but less the funds used to pay taxes) in the trust account.

The mailing address of our principal executive office is 4422 N. Ravenswood Ave #1025, Chicago, Illinois, 60640, and our telephone number is (251) 280-1980.

The Special Meeting

Date, Time and Place. The special meeting of stockholders will be held on June 28, 2024 at 10:00 a.m., Eastern time, 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.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of our common stock at the close of business on May 13, 2024, the record date for the special meeting. You will have one vote per proposal for each share you owned at that time. Our rights do not carry voting rights.

Votes Required. Approval of the Charter Amendment Proposal requires 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.

Approval of the Trust Amendment Proposal requires 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.

Approval of the Adjournment Proposal requires the affirmative vote of a simple majority of the issued and outstanding shares of common stock entitled to vote, represented in person or by proxy. With respect to the Charter Amendment Proposal and the Trust Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but abstentions and broker non-votes will have no effect on the approval of the Adjournment Proposal.

At the close of business on the record date, there were 4,456,827 outstanding shares of common stock, including 2,172,851 public shares, each of which entitles its holder to cast one vote per proposal.

If you do not want the Charter Amendment Proposal and the Trust Amendment Proposal approved, you should vote against the proposals or abstain from voting on the proposals. If you want to obtain yourpro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the special meeting scheduled for June 28, 2024, you must demand redemption of your shares. Holders of public shares may redeem their public shares regardless of whether they vote for or against the Charter Amendment Proposal and the Trust Amendment Proposal or abstain.

Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the special meeting to approve the proposals. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.

Our officers and directors may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection with this solicitation. We may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.

Risks Related to Potential Review by the Committee on Foreign Investment in the United States

The Business Combination may be subject to U.S. foreign investment regulations that may impose conditions on or limit certain investors’ ability to purchase Welsbach Technology Metals’ stock or otherwise participate in the Business Combination, potentially making the stock less attractive to investors. Welsbach Technology Metals’ future investments in or acquisitions of U.S. companies may also be subject to U.S. foreign investment regulations.

Certain transactions that involve the acquisition of, or investment in, a “U.S. business” by a non-U.S. individual or entity (a “foreign person”) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on the nationality of the buyer or investor, whether the target of the investment or acquisition is engaged in interstate commerce in the United States, and nature of the rights afforded to the buyer or investor in the target entity. For example, transactions that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. (Under the CFIUS regulations, the term “control” is defined as the power to “determine, direct, or decide important matters” affecting an entity.) CFIUS also has jurisdiction to review non-control transactions that afford a foreign person certain information and/or governance rights in a U.S. business that has a qualifying nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data,” as those terms are defined in the CFIUS regulations. Foreign investments in U.S. businesses that deal in “critical technology” may be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a CFIUS filing where one is required may subject the transacting parties to potentially significant civil fines.

Mr. Mamadou, one of the managers of the Sponsor, is a “foreign person” for CFIUS purposes. Because CFIUS would likely regard Mr. Mamadou as having the power to determine, direct or decide important matters concerning the Sponsor, CFIUS will likely view the Sponsor as a “foreign person” as well. If the business with which Welsbach Technology Metals’ ultimately decides to consummate a Business Combination is engaged in interstate commerce in the United States, CFIUS will regard such business to be a “U.S. business.” Accordingly, to the extent CFIUS would regard the Sponsor to “control” such business, CFIUS would have jurisdiction to review the Business Combination. However, Welsbach Technology Metals does not currently expect such business to have a qualifying nexus to “critical technologies,” so, as a result, the Sponsor’s involvement in the Business Combination is not expected to trigger a mandatory CFIUS filing requirement.

Any informal inquiry or formal review or investigation of a transaction by CFIUS may have significant impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and practices are evolving, and in the event of a CFIUS review of a foreign acquisition or investment transaction, there can be no assurances that the foreign buyer or investor will be able to maintain or proceed with such investments on terms acceptable to such investors. For example, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments or acquisitions by foreign persons (including, but not limited to, limits on purchasing stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).

Moreover, the process of a government review of a transaction, whether by CFIUS or other government body, could be lengthy and provide Welsbach Technology Metals with insufficient time to complete the Business Combination. If the Business Combination is not consummated by June 30, 2024 or such later date as may be further extended pursuant to our Charter and bylaws because of delays associated with CFIUS or because the Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, Welsbach Technology Metals would (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 Welsbach Technology Metals’ 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 Welsbach Technology Metals’ remaining stockholders and the Board dissolve and liquidate, subject in each case to Welsbach Technology Metals’ obligations under the DGCL 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 Welsbach Technology Metals winds up.

Risks Related to Special Purpose Acquisition Companies

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (“Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Final rules related to the above are expected to be issued by the SEC no later than the spring of 2024. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and the time required to consummate a business combination, and may constrain the circumstances under which we could complete a business combination.

Risks Related to the Potential Delisting in Accordance with Nasdaq Listing Rule IM-5101-2

Nasdaq Listing Rule IM-5101-2 includes a condition whereby listed SPACs must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement

If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company will have the right to extend the Combination Period for up to an additional twelve months, from June 30, 2024 to June 30, 2025. Such extension of Combination Period is beyond the 36 months condition in accordance with Nasdaq Listing Rule IM-5101-2.

To the extent that the Company has not completed one or more business combinations prior to December 30, 2024 (the date which is 36 months from the closing date of our IPO), our securities may be subject to suspension and delisting from Nasdaq Global Market.

If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity with respect to our securities;

• a determination that our shares are a “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares;

• a limited amount of news and analyst coverage for our company; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Risks Related to the Investment Company Act

If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, we may instruct Continental Stock Transfer & Trust Company to liquidate the securities held in the trust account and instead hold all funds in the trust account in a bank deposit account.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. As indicated above, we completed our IPO in December 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately 29 months after the effective date of our IPO, as of the date of this proxy statement). If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and rights following such a transaction, and our rights would expire worthless.

The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company. Accordingly, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may at any time in our own discretion instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of a business combination or our liquidation. Interest on bank deposit accounts is variable and such accounts could yield less interest than investments in such U.S. government treasury obligations or money market funds, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.