Welsbach Technology Metals Acquisition Corp

Previous wording

For the three months ended March 31, 2024, we had a net loss of $70,160, which primarily consists of operating expenses of $271,992, franchise taxes of $50,000 and a provision for income taxes of $8,849, offset by interest earned on cash held in the Trust Account in total of $260,681.

Current wording

For the three months ended June 30, 2024, we had a net loss of $95,272, which primarily consists of operating expenses of $277,662, franchise taxes of $50,000 and a provision for income taxes of $26,249, offset by interest earned on cash held in the Trust Account in total of $258,639.

Previous wording

For the three months ended March 31, 2023, we had a net loss of $230,201, which primarily consists of operating expenses of $858,322, franchise taxes of $50,000, and a provision for income taxes of $166,969, offset by interest and dividend earned on marketable securities held in the Trust Account in total of $845,090.

Current wording

For the three months ended June 30, 2023, we had a net income of $26,528, which primarily consists of interest and dividend earned on marketable securities held in the Trust Account in total of $502,106, offset by operating expenses of $330,636, accrual of Delaware franchise taxes of $50,000, and provision for income taxes of $94,942.

Previous wording

For the three months ended March 31, 2024, cash used in operating activities was $373,737. Net cash provided by financing activities was $373,737 mainly reflecting proceeds from convertible promissory notes entered into with the Sponsor.

Current wording

For the six months ended June 30, 2024, cash used in operating activities was $568,316. Net cash provided by investing activities was $19,173 mainly reflecting cash withdrawn from trust account to pay franchise and income taxes. Net cash provided by financing activities was $551,510 mainly reflecting proceeds from convertible promissory notes and working capital loans entered into with the related party.

Previous wording

For the three months ended March 31, 2023, cash provided by operating activities was $42,464,315. Net cash used in investing activities was $125,000 and net cash used in financing activities was $42,511,600 mainly reflecting the redemptions of common stock due to stockholders exercising their redemption rights in connection with the Extension.

Current wording

For the six months ended June 30, 2023, cash used in operating activities was $353,358. Net cash used in investing activities was $42,037,434 and net cash used in financing activities was $42,136,600 mainly reflecting the redemptions of common stock – due to stockholders exercising their redemption rights in connection with the Extension and proceeds from convertible promissory notes entered into with the Sponsor.

Previous wording

At March 31, 2024, we had cash held in the trust account of $24,029,910. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. For the three months ended March 31, 2024, the Company had no withdrawals from the trust account to pay franchise and income taxes.

Current wording

At June 30, 2024, we had cash held in the trust account of $24,269,376. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. For the six months ended June 30, 2024, the Company had $19,173 withdrawn from the trust account to pay franchise and income taxes.

Previous wording

At March 31, 2024, we had operating cash of $6,760, restricted cash of $161,449 (excess permitted withdrawal) outside of the trust account. We have used and intend to continue to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In connection with the issuance of the Working Capital Note 1 on July 30, 2023, the Company’s independent directors were informed that certain amounts of restricted cash had been used to make payments to vendors for services provided to the Company, and were advanced to the Sponsor in order for the Sponsor to have sufficient liquidity to fund the Extension Note previously announced by the Company on the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2023, resulting in an aggregate restricted cash deficiency of $142,851 as of June 30, 2023. As of August 1, 2023, the proceeds of the Working Capital Note 1 dated July 30, 2023, which have been funded by the Sponsor, were sufficient to replenish the Company’s restricted cash level to $213,182. Through March 31, 2024, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of March 31, 2024 and December 31, 2023, respectively, there is a restricted cash balance of $161,449 which will be utilized to pay the outstanding franchise and income taxes.

Current wording

At June 30, 2024, we had operating cash of $2,564, restricted cash of $168,012 (excess permitted withdrawal) outside of the trust account. We have used and intend to continue to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. Through June 30, 2024, the Company has withdrawn a total of $760,186 from the Trust Account for taxes of which $592,174 was already utilized to pay for franchise and income taxes. Through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of June 30, 2024 and December 31, 2023, respectively, there is a restricted cash balance of $168,012 and $161,449 which will be utilized to pay the outstanding franchise and income taxes.

Previous wording

Working Capital Note 1, together with Working Capital Notes 2 3,4,5 and 6, the (hereinafter, collectively, the “Working Capital Notes”) are a non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial business combination unless there are funds available outside the trust account to do so. Such Working Capital Notes would either be paid upon consummation of the Initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price of $10.00 per unit. Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes series not to exceed $1.5 million.

Current wording

Working Capital Note 1, together with Working Capital Notes 2 3,4,5, 6 and 7, the (hereinafter, collectively, the “Working Capital Notes”) are a non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial business combination unless there are funds available outside the trust account to do so. Such Working Capital Notes would either be paid upon consummation of the Initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price of $10.00 per unit. Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes series not to exceed $1.5 million.

Previous wording

As of March 31, 2024 and December 31, 2023, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes.

Current wording

As of June 30, 2024 and December 31, 2023, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.

Previous wording

As of March 31, 2024 and December 31, 2023, respectively, there were $922,837 and $549,100 outstanding under the Working Capital Notes.

Current wording

As of June 30, 2024 and December 31, 2023, respectively, there were $1,100,610 and $549,100 outstanding under the Working Capital Notes reported in Working capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.

Previous wording

As of March 31, 2024 and December 31, 2023, respectively, there was an aggregate of $2,296,371 outstanding under the Convertible Promissory Notes.

Current wording

As of June 30, 2024 and December 31, 2023, respectively, there was an aggregate of $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.

Previous wording

As of March 31, 2024 and December 31, 2023, respectively, there were amounts of $922,837 and $549,100, respectively, outstanding under the Working Capital Notes.

Current wording

As of June 30, 2024 and December 31, 2023, respectively, there were amounts of $1,100,610 and $549,100, respectively, outstanding under the Working Capital Notes reported in Working capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.

Previous wording

Net Loss per Share of Common Stock

Current wording

Net (Loss) Income per Share of Common Stock

Previous wording

The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations. The Company’s public common shares have a redemption right, which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public common shares and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. At March 31, 2024, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Current wording

The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted (loss) income per share on the face of the statement of operations. The Company’s public common shares have a redemption right, which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public common shares and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. At June 30, 2024, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted (loss) income per share is the same as basic (loss) income per share for the period presented.