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    Welsbach Technology Metals Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    6/13/25 10:49:45 AM ET
    $WTMA
    Industrial Machinery/Components
    Miscellaneous
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    false 0001866226 0001866226 2025-06-11 2025-06-11 0001866226 WTMA:UnitsEachConsistingOfOneShareOfCommonStock0.0001ParValueAndOneRightToReceiveOnetenthOfOneShareOfCommonStockMember 2025-06-11 2025-06-11 0001866226 WTMA:CommonStock0.0001ParValuePerShareMember 2025-06-11 2025-06-11 0001866226 WTMA:RightsEachExchangeableIntoOnetenthOfOneShareOfCommonStockPerShareMember 2025-06-11 2025-06-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

      

    CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

     

    Date of report (date of earliest event reported): June 11, 2025

     

    Welsbach Technology Metals Acquisition Corp.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-41183   87-1006702
    (State or other jurisdiction of
    incorporation or organization)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    4422 N. Ravenswood Ave #1025

    Chicago, Illinois 60640

    (Address and zip code of principal executive offices)

     

    (251) 280-1980

    (Registrant’s telephone number, including area code)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock   WTMAU   N/A
    Common Stock, $0.0001 par value per share   WTMA   N/A
    Rights, each exchangeable into one-tenth of one share of Common Stock per share   WTMAR   N/A

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

    Item 1.01 Entry into a Material Definitive Agreement.

     

    Amendment No. 4 to Merger Agreement

     

    This section describes the material provisions of the Amendment (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Amendment.

     

    On June 11, 2025, Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”), entered into an Amendment No. 4 to Amended and Restated Agreement and Plan of Merger (the “Amendment”), by and among WTMA, WTMA Merger Subsidiary LLC (“Merger Sub”), and Evolution Metals LLC (“EM”), which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among WTMA, Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.   

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    The following exhibits are being filed herewith:

     

    Exhibit No.   Description
    2.1   Amendment No. 4 to Amended and Restated Merger Agreement and Plan of Merger, dated as of June 11, 2025, by and among Welsbach Technology Metals Acquisition Corp., WTMA Merger Subsidiary LLC and Evolution Metals LLC
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)  

     

    1

     

     

    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: June 13, 2025

     

      Welsbach Technology Metals Acquisition Corp.
       
      By: /s/ Christopher Clower
      Name:  Christopher Clower
      Title: Chief Operating Officer and Director

     

     

    2

     

     

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