8-K
Evolution Metals & Technologies Corp. (EMAT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
PURSUANTTO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 20, 2022 (January 19, 2022)
WelsbachTechnology Metals Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41183 | 87-106702 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
160S Craig Place
Lombard,Illinois 60148
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (510) 900-0242
NotApplicable
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> 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 | The<br> Nasdaq Stock Market LLC |
| Common<br> Stock, $0.0001 par value per share | WTMA | The<br> Nasdaq Stock Market LLC |
| Rights,<br> each exchangeable into one-tenth of one share of Common Stock | WTMAR | The<br> Nasdaq Stock Market LLC |
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 þ
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 8.01. OtherEvents.
SeparateTrading of Units, Shares of Common Stock and Rights
On January 19, 2022, Welsbach Technology Metals Acquisition Corp. (the “Company”) announced that, commencing on January 20, 2022, the holders of units issued in its IPO (the “Units”), each consisting of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one right to receive one-tenth of one share of Common Stock (“Right”), may elect to separately trade shares of Common Stock and Rights included in the Units. The Units not separated will continue to trade on the Nasdaq Global Market under the symbol “WTMAU.” Shares of Common Stock and the Rights are expected to trade on the Nasdaq Global Market under the symbols “WTMA” and “WTMAR,” respectively. No fractional Rights will be issued upon separation of the Units and only whole Rights will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Common Stock and Rights.
Item 9.01. FinancialStatements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated January 19, 2022. |
1
SIGNATURE
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.
| Welsbach Technology Metals Acquisition Corp. | |||
|---|---|---|---|
| By: | /s/<br> Daniel Mamadou | ||
| Name: | Daniel<br> Mamadou | ||
| Title: | Chief<br> Executive Officer | ||
| Dated:<br> January 20, 2022 |
2
Exhibit 99.1
Welsbach Technology Metals Acquisition Corp. Announces the SeparateTrading of its Common Stock and Rights, Commencing January 20, 2022
New York, NY, January 19, 2022 – Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMAU) (the “Company”) announced that, commencing January 20, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s common stock and rights included in the units. No fractional rights will be issued upon separation of the units and only whole rights will trade. Common stock and rights that are separated will trade on the Nasdaq Global Market under the symbols “WTMA” and “WTMAR,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “WTMAU.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Welsbach Technology Metals Acquisition Corp.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition in any business industry or sector, it intends to concentrate its efforts on targets in the technology metals and energy transition materials industry. The Company is led by Chief Executive Officer Daniel Mamadou and Chief Operating Officer Chris Clower.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
(510) 900-0242