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
April28, 2023 (April 25, 2023)
Date
of Report (Date of earliest event reported)
Welsbach
Technology Metals Acquisition Corp.
(Exactname of registrant as specified in its charter)
| Delaware | 001-41183 | 87-106702 |
|---|---|---|
| (Stateor other jurisdictionof incorporation) | (Commission File Number) | (IRSEmployerIdentification No.) |
| 160S Craig Place****Lombard , Illinois 60148 | 60148 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (217) 615-1216
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 whichregistered |
|---|---|---|
| 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 | The Nasdaq Stock Market LLC |
| Common Stock, $0.0001 par value per share | WTMA | The Nasdaq Stock Market LLC |
| Rights, each exchangeable into one-tenth of one share of Common Stock | WTMAR | The 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 ☒
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 9.01. Financial Statements and Exhibits.
(d) Exhibits ****
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated April 28, 2023, Re: Extension of Time Period to Consummate a Business Combination |
| 104 | Cover<br>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, thereunto duly authorized.
| Welsbach Technology Metals Acquisition Corp. | ||
|---|---|---|
| Date: April 28, 2023 | By: | /s/ Christopher Clower |
| Christopher Clower | ||
| Chief Operating Officer and Director |
2
Exhibit 99.1
WelsbachTechnology Metals Acquisition Corp. Announces Extension to Business Combination Deadline
New York, NY, April 28, 2023 (GLOBE NEWSWIRE) -- Welsbach Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), announced today that it has approved an extension of the time period to consummate a Business Combination, in accordance with Article G of the Company’s amended and restated certificate of incorporation, to and including May 30, 2023.
In connection therewith, the Company has also approved the issuance and sale of, to Welsbach Acquisition Holdings LLC (the “Sponsor”) a non-interest bearing, unsecured promissory note equal to $125,000 (the “Proceeds”) that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such note would either be paid upon consummation of the initial business combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of our business combination into additional private units at a price of $10.00 per unit. The Company confirms that such Proceeds were placed on deposit in the Company’s Trust Account on April 27, 2023. As such, in accordance with Article G of the Company’s amended and restated certificate of incorporation, the Company’s time period to consummate a Business Combination has been extended to and including May 30, 2023.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.
CautionaryStatement Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the potential conversion of the promissory note by the Sponsor into additional private placement units. No assurance can be given that the transactions discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company.
InvestorContact:
Christopher Clower, Welsbach Technology Metals Acquisition Corp.
chris@welsbach.sg