M&A - Welsbach Technology Metals Acquisition Corp.

Form Type: 8-K

Filing Date: 2025-07-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025062529

Filing Summary: Welsbach Technology Metals Acquisition Corp. (WTMA) has reported the termination of the Amended and Restated Merger Agreement with Critical Mineral Recovery, Inc. (CMR) due to the failure to close the business combination by the stipulated date of June 30, 2025. The document outlines the implications of this termination and provides cautionary statements regarding forward-looking statements associated with WTMA's future operations and plans.

Form Type: 8-K

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025059071

Filing Summary: On June 26, 2025, Welsbach Technology Metals Acquisition Corp. executed a Trust Agreement Amendment, allowing for an extension of up to three months to consummate a business combination as approved by its shareholders in an Extension Special Meeting. The key event reported includes the approval of the Amended and Restated Agreement and Plan of Merger by shareholders, leading to the merger of WTMA Merger Subsidiary LLC with Evolution Metals LLC, making EM a wholly owned subsidiary of Welsbach. New EM is expected to be named Evolution Metals & Technologies Corp. upon completion. Shareholders voted on several proposals, including the reorganization of capital stock, board structure amendments, and other governance changes, all of which were overwhelmingly approved, marking a significant step towards the proposed business combination. The total redemptions were significant, with approximately $5.86 million redeemed in the extension context and a further $5.73 million in connection with the business combination, leaving a diminished trust account post-redemptions. Shareholder meetings held on the same date enabled a decisive agreement on organizational shifts and funding strategies pertinent to the business arrangement and extensions mentioned.

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000121390025058483

Filing Summary: On June 26, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) announced the successful approval of its business combination with Evolution Metals LLC (EM) by stockholders at an extraordinary general meeting. The company is extending the deadline for stockholders to withdraw any previously delivered demand for redemption related to this business combination, allowing reversals until WTMA decides not to accept them. This filing is part of the preparations for the merger with EM, after which WTMA intends to rebrand as Evolution Metals & Technologies Corp. The document also mentions potential risks and uncertainties surrounding the merger and future performance expectations.

Form Type: DEFA14A

Filing Date: 2025-06-24

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025057166

Filing Summary: Welsbach Technology Metals Acquisition Corp. (WTMA) is pursuing an extension of its deadline for completing an initial business combination from June 30, 2025, to September 30, 2025. This is part of a strategy involving Non-Redemption Agreements entered into with multiple investors. In exchange for agreeing not to redeem certain shares in connection with the upcoming special meeting, these investors will receive up to an aggregate of 23,294 ordinary shares of the future surviving entity, MergeCo, post-business combination. The Non-Redemption Agreements will terminate under various conditions, including shareholder disapproval or if any investor exercises redemption rights. The document emphasizes the importance of the related proxy statement, highlighting that investors should carefully consider the proxy statement and other relevant documents prior to making voting decisions regarding the extension proposal.

Form Type: 8-K

Filing Date: 2025-06-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025054091

Filing Summary: On June 11, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) entered into Amendment No. 4 to its Amended and Restated Agreement and Plan of Merger, which involved WTMA, WTMA Merger Subsidiary LLC, and Evolution Metals LLC. This amendment extends the Agreement End Date of the original Merger Agreement to September 30, 2025. The filing indicates that the company seeks to update details regarding this significant merger agreement, continuing its plans to consolidate operations with Evolution Metals LLC.

Form Type: DEF 14A

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025051899

Filing Summary: Welsbach Technology Metals Acquisition Corp. is holding a special meeting of stockholders on June 26, 2025, at which stockholders will vote on proposals to amend their charter for an extension of the business combination period by three months. The meeting will also discuss the merger agreement entered into on November 6, 2024, with WTMA Merger Subsidiary LLC and Evolution Metals LLC, under which Merger Sub will merge with EM, with EM becoming a wholly owned subsidiary of WTMA. If proposals are approved, the company intends to extend its business combination deadline from June 30, 2025, to September 30, 2025. The document details provisions for stockholder redemption rights in relation to the extension and the business combination, as well as implications of the Inflation Reduction Act on potential excise tax liabilities related to redemptions. If the extension is not approved, Welsbach plans to terminate operations and redeem public shares while winding up.

Form Type: PRE 14A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047490

Filing Summary: Welsbach Technology Metals Acquisition Corp. is notifying stockholders of a special meeting scheduled for June 26, 2025, to approve various proposals, primarily to amend its charter, allowing for an extension of the business combination period from June 30, 2025 to September 30, 2025. The extension is necessary to facilitate the completion of a merger with Evolution Metals LLC, wherein Welsbach's subsidiary will merge with EM. A series of proposals including the Charter Amendment Proposal and the Trust Amendment Proposal will be voted upon. If these proposals are passed, stockholders will have the option to redeem their shares for a pro-rata portion of the funds in the trust account, regardless of their vote on the proposals. The merger requires both stockholder and regulatory approval and aims for the company to change its name and seek listing on Nasdaq after completion.

Form Type: 425

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025045573

Filing Summary: Welsbach Technology Metals Acquisition Corp. (WTMA) is reporting on their current business combination involving Evolution Metals LLC (EM) as per the Amended and Restated Agreement and Plan of Merger. This business combination is aligned with WTMA's goal to integrate EM into its operations, creating a combined entity which will be renamed Evolution Metals & Technologies Corp. (New EM) post-closing. The report outlines the forward-looking statements, associated risks, and necessary stockholder approvals required for the merger. Additionally, WTMA is classified as an emerging growth company and will file a definitive proxy statement/prospectus for stockholder review in relation to this combination.

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025045569

Filing Summary: Welsbach Technology Metals Acquisition Corp. (WTMA) has filed a Form 8-K regarding a business combination with Evolution Metals LLC (EM). The report presents an investor presentation attached as Exhibit 99.1, detailing the proposed merger under the Amended and Restated Agreement and Plan of Merger dated November 6, 2024. The merger is subject to certain risks, including the ability of WTMA to complete the merger, potential delays, and uncertainties associated with integration and funding post-merger. It also mentions the necessity for approval from WTMA stockholders, listing on Nasdaq, and the conditions for a successful transaction.

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045278

Filing Summary: On May 19, 2025, Welsbach Technology Metals Acquisition Corp. ("WTMA") filed a definitive copy of its proxy statement/prospectus as part of the Registration Statement on Form S-4, which was initially filed with the SEC on November 12, 2024. This filing relates to a special meeting of WTMA stockholders to approve a Business Combination involving WTMA and Evolution Metals LLC. The filing includes updates on the record date and the meeting date for the Special Meeting. The new record date is May 19, 2025, with the Special Meeting now scheduled for June 26, 2025. This update also corrects a previous error in the form of proxy card filed as Exhibit 99.1. The document outlines risks and uncertainties associated with the proposed Business Combination, including the potential delay in consummation and the integration of target companies post-merger. WTMA emphasizes the importance of reading the definitive proxy statement/prospectus as it holds significant information regarding the transaction.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045275

Filing Summary: On May 19, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) filed a definitive proxy statement/prospectus related to a significant transaction, referred to as a Business Combination, involving a merger with WTMA Merger Subsidiary LLC and Evolution Metals LLC (EM). This document updates the record and meeting dates for a special stockholder meeting essential for progressing with the transaction. The new record date is set for May 19, 2025, and the Special Meeting is scheduled for June 26, 2025. The filing also aims to revise the proxy card previously submitted to reflect these changes and correct an error. The proxy statement/prospectus provides comprehensive information about the Business Combination, which is part of WEBA's ongoing business strategy and is essential for securing the required approvals from stockholders for the merger.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025044265

Filing Summary: On May 15, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) and Evolution Metals LLC (EM) announced through a joint press release that the U.S. Securities and Exchange Commission (SEC) had declared effective the Registration Statement concerning their proposed Business Combination, following an Amended and Restated Agreement and Plan of Merger from November 6, 2024. This Business Combination entails WTMA's intention to change its name to Evolution Metals & Technologies Corp. post-merger. The completion of this merger is contingent upon various conditions including approvals from WTMA stockholders and the successful listing on the Nasdaq.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025044261

Filing Summary: On May 15, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) along with Evolution Metals LLC (EM) announced that the SEC declared effective their Registration Statement related to a Business Combination, which is governed by an Amended and Restated Agreement and Plan of Merger dated November 6, 2024. The transaction involves WTMA changing its name to Evolution Metals & Technologies Corp. New EM is expected to undertake significant operations regarding critical mineral recovery, including expanding a recycling facility. The forward-looking statements indicate expectations and beliefs of management regarding the merger's implications, anticipated benefits, risks, and uncertainties that may affect outcomes. WTMA will provide a definitive proxy statement/prospectus with additional details to stockholders ahead of a special meeting to approve the proposed Business Combination.

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014378

Filing Summary: On February 10, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) entered into an Amendment No. 2 to its previously established Amended and Restated Agreement and Plan of Merger. This amendment clarifies the number of Company Membership Units to be received by Korea NewCo and US NewCo as part of the Business Combination. Additionally, it stipulates that the New EM board will consist of six directors, all designated by Evolution Metals LLC (EM). The same day, WTMA signed the CMR Merger Agreement, merging Critical Mineral Recovery, Inc. (CMR) into a wholly owned subsidiary of WTMA, where the sole CMR shareholder will receive substantial shares of New EM common stock, along with significant cash for both immediate and debt repayment purposes. Previous agreements included lock-up conditions extending to three years post-Closing, ensuring stakeholder commitments.

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014373

Filing Summary: On February 10, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) entered into an Amendment No. 2 to the Amended and Restated Agreement and Plan of Merger, revising terms related to the merger with Evolution Metals LLC (EM). This includes clarification of the membership units to be received by Korea NewCo and US NewCo, and stipulates that the New EM board will consist of six directors initially designated by EM. Additionally, on the same date, WTMA executed the CMR Merger Agreement, merging Critical Mineral Recovery, Inc. (CMR) into a wholly owned subsidiary of WTMA, with specific terms for the sole shareholder of CMR, including shares of New EM common stock and cash amounts totaling $175 million. The agreements are part of a series of transactions for the planned business combination between WTMA and EM.

Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006612

Filing Summary: Welsbach Technology Metals Acquisition Corp. filed a Current Report on Form 8-K regarding the proposed Business Combination with Evolution Metals LLC. The report highlights an investor presentation prepared in connection with the transactions set forth in an Amended and Restated Agreement and Plan of Merger dated November 6, 2024, and its subsequent amendment. The filing indicates that the registration statement on Form S-4 has been submitted to the SEC, which includes a proxy statement/prospectus pertaining to the proposed merger, urging stockholders to review it once completed. Additionally, the report contains forward-looking statements addressing various risks and uncertainties related to the Business Combination, such as potential delays and integration challenges. It emphasizes the need for approval from WTMA stockholders and outlines the protocol for obtaining information about the proposed merger and related filings.

Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006584

Filing Summary: On January 24, 2025, Welsbach Technology Metals Acquisition Corp. (WTMA) filed a Form 8-K detailing an investor presentation related to a proposed business combination with Evolution Metals LLC (EM). The document highlights that this merger follows an Amended and Restated Agreement and Plan of Merger, signed on November 6, 2024, and an amendment on November 11, 2024. The filing outlines the conditions necessary for the completion of the merger, including stockholder approvals and regulatory compliance. WTMA is categorized as an emerging growth company and has emphasized fluctuations in market conditions and the associated risks in executing their strategic goals following the merger. The filing includes an investor presentation attached as Exhibit 99.1 and a cover page interactive data file.