M&A - Welsbach Technology Metals Acquisition Corp.
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.
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Additional details:
Date Of Merger Agreement: 2024-11-06
Date Of Amendment No 1: 2024-11-11
Date Of Amendment No 2: 2025-02-10
Consideration For Cmr Shareholder: 22500000 shares of New EM common stock, $125000000 cash, up to $50000000 for debt repayment
Number Of Directors Post Closing: 6
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.
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Additional details:
Amendment No: 2
Business Combination: merger with Evolution Metals LLC
Cmr Merger Agreement: merger with Critical Mineral Recovery, Inc.
Shares Issued To Cmr Shareholder: 22,500,000 shares
Cash Payment To Cmr: $125,000,000
Cash For Cmrs Indebtedness: up to $50,000,000
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.
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Additional details:
Subject Company: Welsbach Technology Metals Acquisition Corp.
Registration No: 333-283119
Address: 4422 N. Ravenswood Ave #1025 Chicago, Illinois 60640
Telephone Number: (251) 280-1980
Exhibit 99 Description: Investor Presentation of Welsbach Technology Metals Acquisition Corp.
Emerging Growth Company: Yes
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.
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Additional details:
Title: registration_statement
Value: Form S-4 filed with the SEC
Title: business_combination
Value: Proposed merger with Evolution Metals LLC
Title: emerging_growth_company
Value: Yes
Title: proxy_statement
Value: Preliminary proxy statement/prospectus regarding business combination
Title: exhibits
Value: Exhibit 99.1 - Investor Presentation; Exhibit 104 - Cover Page Interactive Data File
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