8-K
Evolution Metals & Technologies Corp. (EMAT)
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): September 29, 2025
WelsbachTechnology Metals Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41183 | 87-1006702 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer <br><br> Identification No.) |
4422N. Ravenswood Ave #1025Chicago, Illinois 60640
(Address of Principal Executive Offices, including zip code)
Registrant’s
telephone number, including area code: (251) 280-1980
Not
Applicable
(Former name or former address, if changed since last report)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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: 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item1.01 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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Item5.07 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<br><br> <br>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<br><br> <br>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.
Item8.01. 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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Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Amendment<br> to the Investment Management Trust Agreement, dated September 29, 2025, by and between Welsbach Technology Metals Acquisitions Corp.<br> and Continental Stock Transfer & Trust Company |
| 104 | Cover<br> 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/<br> Christopher Clower |
|---|---|
| Name: | Christopher<br> Clower |
| Title: | Chief<br> Operating Officer |
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Exhibit 10.1
TRUST AMENDMENT
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 29, 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 27, 2021, by and between the parties hereto, as most recently amended on June 26, 2025 (the “Trust Agreement”).
WHEREAS, a total of $77,276,860 was placed in the Trust Account from the IPO and sale of private rights;
WHEREAS, Section 7(c) of the Trust Agreement provides the Trust Agreement may only be amended with the approval of the holders of 50% or more of the shares of Common Stock represented at the special meeting (the “Consent of the Stockholders”) provided that all Public Stockholders must be given the right to receive a pro-rata portion of the trust account (no less than $10.00 per share plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) in connection with any such amendment) (the “RedemptionRight”);
WHEREAS, the Company obtained the Consent of the Stockholders to approve this Amendment and provided the Redemption Right; and
WHEREAS, each of the Company, the Underwriters and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
- Amendmentsto Trust Agreement.
(a) The Section 1 (i) of the Trust Agreement is hereby amended and restated as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Chardan, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (i) September 30, 2025 (“Closing”), or (ii) in the event that the Company extended the time to complete the Business Combination for up to three additional months up to December 30, 2025, but has not completed the Business Combination within such period (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”
- MiscellaneousProvisions.
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| WELSBACH TECHNOLOGY METALS ACQUISITION CORP. | |
|---|---|
| By: | /s/ Daniel Mamadou |
| Name: Daniel Mamadou | |
| Title: Chief Executive Officer |
| CHARDAN CAPITAL MARKETS, LLC, AS THE REPRESENTATIVE OF THE UNDERWRITERS IN THE IPO | |
|---|---|
| By: | /s/ George Kaufman |
| Name: George Kaufman | |
| Title: Managing Director |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE | |
|---|---|
| By: | /s/<br> Francis Wolf |
| Name:<br> Francis Wolf | |
| Title:<br> Vice President |