Welsbach Technology Metals Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Trust Agreement
As approved by its stockholders at the Special Meeting (as defined below), on September 29, 2025, Welsbach Technology Metals Acquisition Corp. (the “Company” or “WTMA”) and Continental Stock Transfer & Trust Company (“Continental”) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 27, 2021, as previously amended, by and between Continental and the Company (the “Trust Agreement”), to permit the Extension (as defined below).
The foregoing summary of the Trust Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Trust Agreement Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 29, 2025, the Company held a special meeting of its stockholders (the “Special Meeting”). On September 11, 2025, the record date for the Special Meeting, there were 2,848,663 shares of common stock of the Company entitled to be voted at the Special Meeting (including 484,751 shares of common stock of the Company for which redemption instructions were submitted in connection with the special meeting held on September 2, 2025 and are held by Continental), approximately 83.0% of which were represented in person or by proxy at the Special Meeting.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
1. Charter Amendment Proposal
The stockholders approved the proposal to approve and adopt an amendment of the Company’s amended and restated certificate of incorporation, as previously amended, to allow the Company to extend (the “Extension”) the date by which the Company has to consummate a business combination for up to an additional three months, from September 30, 2025 (the date which is 45 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to up to December 30, 2025 for no contribution to the trust account established in connection with the IPO. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,364,865 | 215 | 0 | N/A |
2. Trust Amendment Proposal
The stockholders approved the proposal to approve and adopt an amendment of the Trust Agreement to permit the Extension. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,364,865 | 215 | 0 | N/A |
The Adjournment Proposal (as defined in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on September 15, 2025), which had been previously voted on by proxy, was not presented to stockholders at the Special Meeting.
Item 8.01. Other Events.
In connection with the Special Meeting, the holders of 350 shares of the Company’s common stock properly exercised, and as of the date hereof have not reversed, their right to redeem their shares for cash at a redemption price of approximately $11.38 per share, for an aggregate redemption amount of approximately $4.0 thousand, leaving approximately $6.4 million in the trust account, based on the approximately $6.4 million held in the trust account as of September 29, 2025 (less funds that may be withdrawn to pay taxes).
The Company has determined that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due upon a redemption of the Company’s public shares in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date.
The Company has also determined that it will not utilize any funds from its trust account to pay any dissolution expenses in connection with the liquidation of the trust account and of the Company if it does not effect a business combination prior to its termination date.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated September 29, 2025, by and between Welsbach Technology Metals Acquisitions Corp. and Continental Stock Transfer & Trust Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2025
Welsbach Technology Metals Acquisition Corp.
| By: | /s/ Christopher Clower | |
| Name: | Christopher Clower | |
| Title: | Chief Operating Officer |
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