Welsbach Technology Metals Acquisition Corp.

DEF 14A 1 ea0256066-02.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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD SEPTEMBER 29, 2025

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 September 29, 2025 at 10:00 a.m., Eastern time, via a live webcast athttps://www.cstproxy.com/wtmau/sm2025, 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’ 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 September 30, 2025 (the date which is 45 months from the closing date of our initial public offering of our units (the “IPO”)) to up to December 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 time or 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 September 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 three years, from September 30, 2022 to the current September 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 September 30, 2025 to December 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”).

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 initially 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. Thereafter, we filed post-effective amendments to the Form S-4 on July 29, 2025 and August 7, 2025, which were declared effective by the SEC on August 8, 2025. On August 11, 2025, we filed an updated definitive proxy statement/prospectus with the SEC and commenced mailing to our stockholders. The updated materials included a notice of special meeting of WTMA stockholders to be held at 10:00 a.m., Eastern Time, on September 2, 2025 (the “Business Combination Meeting”), at which WTMA stockholders of record as of July 23, 2025 were 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 Business Combination and related proposals were approved by our stockholders at the Business Combination Meeting.

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 may not be sufficient time before September 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 may need to obtain the Extension, which the Board believes is in the best interests of our stockholders. However, if the Company is able to complete the Business Combination before the special meeting, the Company will not hold the special meeting. In the event that the Company completes the Business Combination prior to the special meeting, the Company will issue a press release and file a Form 8-K with the SEC announcing the completion of the Business Combination and the cancellation of the special meeting.

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 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 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.

We estimate that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $11.37 at the time of the special meeting. The closing price of our common stock on September 12, 2025, was $13.00. 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 time or 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 and we have not consummated a business combination by September 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 September 11, 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: September 15, 2025

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 September 29, 2025: This notice of meeting and accompanying proxy statement are available athttps://www.cstproxy.com/wtmau/sm2025.

WELSBACH TECHNOLOGY METALS ACQUISITIONS CORP.

4422 N. Ravenswood Ave #1025

Chicago, Illinois, 60640

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD SEPTEMBER 29, 2025

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 September 29, 2025 at 10:00 a.m., Eastern time, via a live webcast athttps://www.cstproxy.com/wtmau/sm2025, 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’ 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 September 30, 2025 the date which is 45 months from the closing date of our initial public offering of our units (the “IPO”)) to up to December 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 time or 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 September 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 three years, from September 30, 2022 to the current September 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 September 30, 2025 to December 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”).

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 initially 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. Thereafter, we filed post-effective amendments to the Form S-4 on July 29, 2025 and August 7, 2025, which were declared effective by the SEC on August 8, 2025. On August 11, 2025, we filed an updated definitive proxy statement/prospectus with the SEC and commenced mailing to our stockholders. The updated materials included a notice of special meeting of WTMA stockholders to be held at 10:00 a.m., Eastern Time, on September 2, 2025 (the “Business Combination Meeting”), at which WTMA stockholders of record as of July 23, 2025 were 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 Business Combination and related proposals were approved by our stockholders at the Business Combination Meeting.

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 may not be sufficient time before September 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 may need to obtain the Extension, which the Board believes is in the best interests of our stockholders. However, if the Company is able to complete the Business Combination before the special meeting, the Company will not hold the special meeting. In the event that the Company completes the Business Combination prior to the special meeting, the Company will issue a press release and file a Form 8-K with the SEC announcing the completion of the Business Combination and the cancellation of the special meeting.

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 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 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 $6.42 million held in the trust account as of August 31, 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 and we have not consummated a business combination by September 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 $11.37 (based on the amount in trust at August 31, 2025). Nevertheless, we cannot assure you that the per share distribution from the trust account, if the Company liquidates, will not be less than $11.37, 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 December 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 December 30, 2025 if the Extension is approved.

The record date for the special meeting is September 11, 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 2,363,912 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 September 15, 2025.