8-K
Evolution Metals & Technologies Corp. (EMAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported):
September 2, 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<br><br>incorporation or organization) | (Commission File Number) | (IRS Employer<br><br>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: 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 5.07 Submission of Matters to a Vote of Security Holders.
Business Combination Special Meeting
On September 2, 2025, the Company held a special meeting of its stockholders (the “Business Combination Special Meeting”). On July 23, 2025, the record date for the Business Combination Special Meeting, there were 2,848,663 shares of common stock of the Company entitled to be voted at the Business Combination Special Meeting, approximately 2,119,136 of which were represented in person or by proxy at the Business Combination Special Meeting.
The proposals voted on at the Business Combination Special Meeting (other than the Merger Agreement Proposal and the Adjournment Proposal, each as defined below) were previously approved at the June 26, 2025 special meeting of stockholders. Such proposals were resubmitted to stockholders to confirm their approval in light of the changes to the business combination that occurred following the June special meeting.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the Business Combination Special Meeting are as follows:
1. Merger Agreement Proposal
The stockholders approved the proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by the Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, as amended by the Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, as amended by the Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025, and as amended by the Amendment No. 5 to Amended and Restated Agreement and Plan of Merger, dated July 21, 2025 (as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, WTMA Merger Subsidiary LLC (“Merger Sub”) and Evolution Metals LLC (“EM”), and the transactions contemplated thereby (the “Business Combination”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into EM, with EM surviving the Merger as a wholly owned subsidiary of the Company, which is expected to change its name to Evolution Metals & Technologies Corp (“New EM”) upon consummation of the Business Combination, in accordance with the terms and subject to the conditions of the Merger Agreement (the “Merger Agreement Proposal”). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,199,064 | 0 | 72 | N/A |
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2. Organizational Documents Proposal
The stockholders confirmed their approval of the proposal to approve and adopt the proposed Second Amended and Restated Certificate of Incorporation of New EM (the “Proposed Charter”) and proposed Amended and Restated Bylaws of New EM (the “Proposed Bylaws”). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,199,064 | 0 | 72 | N/A |
3A. Advisory Governance Proposal A
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Company’s amended and restated certificate of incorporation (the “Existing Charter”) to change the authorized capital stock of the Company from (i) 101,000,000 shares, consisting of (a) 100,000,000 shares of common stock of the Company and (b) 1,000,000 shares of preferred stock of the Company under the Existing Charter to (ii) 1,501,000,000 shares, consisting of (a) 1,500,000,000 shares of common stock of New EM (“New EM Common Stock”) and (b) 1,000,000 shares of New EM preferred stock under the Proposed Charter. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,199,064 | 0 | 72 | N/A |
3B. Advisory Governance Proposal B
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Company’s amended and restated bylaws (“Existing Bylaws”) to provide for a board of directors consisting of three classes of directors, with only one class of directors being elected each year and each class serving a three-year term. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,199,064 | 0 | 72 | N/A |
3C. Advisory Governance Proposal C
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to provide that any vacancies on the New EM board of directors, or new directorships, may be filled exclusively by the affirmative vote of a majority of the directors then in office, not the New EM stockholders. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,199,064 | 0 | 72 | N/A |
3D. Advisory Governance Proposal D
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to provide that special meetings of the stockholders may be called by the New EM board of directors, the chairperson of the New EM board of directors, the executive chairman of the New EM board of directors, the chief executive officer or president, and shall not be called by any other person or persons. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
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3E. Advisory Governance Proposal E
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Charter to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to amend: provisions relating to the Board’s power to make, alter, amend, change, add to or repeal the Proposed Bylaws; the provisions related to New EM Common Stock; the provisions relating to forum selection; the provisions regarding removal of directors; the indemnification provisions; the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and the amendment provision requiring that the above provisions be amended only with a two-thirds (66 and 2/3%) supermajority vote. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
3F. Advisory Governance Proposal F
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote to adopt, amend or repeal the Proposed Bylaws. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
3G. Advisory Governance Proposal G
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to require stockholders to meet certain notice and information requirements in order for a stockholder to make any nomination of a person or persons for election to the New EM board of directors at an annual meeting or for business to be properly brought at an annual meeting by a stockholder. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
3H. Advisory Governance Proposal H
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Charter to provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
3I. Advisory Governance Proposal I
The stockholders confirmed their approval of the proposal to approve, on a non-binding advisory basis, an amendment to the Existing Bylaws to require, for the election of persons nominated for director in an uncontested election, the affirmative vote of a majority of the votes cast in such election, and for the election of persons nominated for director in a contested election, the affirmative vote of a plurality of the votes cast in such election. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
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4. Stock Issuance Proposal
The stockholders confirmed their approval of the proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of 799,220,885 shares of New EM Common Stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,199,064 | 0 | 72 | N/A |
5. New EM Equity Incentive Plan Proposal
The stockholders confirmed their approval of the proposal to approve and adopt the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 2,198,964 | 0 | 172 | N/A |
The Adjournment Proposal (as defined in the Company’s proxy statement/prospectus included as part of the Registration Statement on Form S-4, initially filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024, as amended), which had been previously voted on by proxy, was not presented to stockholders at the Business Combination Special Meeting.
Item 7.01. Regulation FD Disclosure.
On September 5, 2025, WTMA issued a press release announcing the successful approval of the Business Combination at the Business Combination Special Meeting. In addition, WTMA announced in the press release that WTMA is extending the deadline for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination Special Meeting until WTMA determines not to accept reversals of redemption instructions. A copy of such press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of WTMA’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.
Item 8.01. Other Events.
In connection with the Business Combination Special Meeting, the holders of 484,751 shares of the Company’s common stock properly exercised, and as of September 2, 2025 have not reversed, their right to redeem their shares for cash at a redemption price of approximately $11.31 per share. Accordingly, in connection with the Business Combination Special Meeting, the aggregate redemption amount was $5.48 million, which would leave approximately $0.90 million in the trust account after giving effect to the redemptions in connection with the Business Combination Special Meeting. The Company extended the deadline for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Business Combination Special Meeting until the Company determines not to accept reversals of redemption instructions. If a stockholder has previously submitted a request to redeem its shares in connection with the Business Combination Special Meeting and would like to reverse such request, such stockholder may contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, at spacredemptions@continentalstock.com.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed or furnished herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Welsbach Technology Metals Acquisition Corp., dated as of September 5, 2025. |
| 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: September 5, 2025
Welsbach Technology Metals Acquisition Corp.
| By: | /s/ Christopher Clower |
|---|---|
| Name: | Christopher Clower |
| Title: | Chief Operating Officer |
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Exhibit 99.1
Welsbach Technology Metals Acquisition Corp.(“WTMA”) Announces Successful Approval of its Business Combination with Evolution Metals LLC (“EM”) at the SpecialMeeting of Stockholders
Important milestone to bring to the US capitalmarkets a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of China
Chicago, IL– September 5, 2025– Welsbach Technology Metals Acquisition Corp. (OTC: WTMA), a publicly traded special purpose acquisition company announced the successful approval at its special meeting of stockholders on September 2, 2025 (the “Special Meeting”) of its business combination with Evolution Metals LLC (“EM”), dedicated to bringing to the US capital markets a secure, reliable global supply chain for critical minerals and materials (“CMM”), independent of China (the “Business Combination”).
Through the Business Combination, WTMA and EM are merging and scaling four operating companies: (1) bonded magnet manufacturing; (2) sintered magnet manufacturing; (3) magnet metals, alloy and metallics production; and (4) smart machine design and automation. Upon closing, the combined company will be renamed Evolution Metals & Technologies Corp. (“EM&T”) and expects to trade on Nasdaq under the symbol EMAT.
EM&T plans to replicate and scale these operating companies in the USA and build the largest commercial scale CMM industrial campus in America, including the largest capacity hydrometallurgy and pyrometallurgy facility in the world, outside China, to feed materials for its own production of magnets and battery salts materials production for giga-factories.
EM&T’s business is to leverage advanced technologies such as robotics and automation to provide integrated midstream and downstream CMM recycling and processing of oxides, metals, magnet alloys, battery materials, and rare earth magnet materials and magnets for key industries including, but not limited to, the automotive, aerospace, defense, healthcare, high tech, consumer electronics and appliances, and renewable energy industries, while driving a sustainable future.
In addition, WTMA today announced that WTMA is extending the deadline for its stockholders to withdraw and reverse any previously delivered demand for redemption made in connection with the Special Meeting until WTMA determines not to accept reversals of redemption instructions. If a stockholder has previously submitted a request to redeem its shares in connection with the Special Meeting and would like to reverse such request, such stockholder may contact WTMA’s transfer agent, Continental Stock Transfer & Trust Company, at spacredemptions@continentalstock.com.
You can find further information regarding the Business Combination and related matters in WTMA’s filings with the US Securities Exchange Commission (“SEC”), including the Registration Statement on Form S-4. These filings are available on the SEC website: https://www.sec.gov/edgar/search/#/q=wtma.
About Welsbach Technology Metals AcquisitionCorp.
Welsbach Technology Metals Acquisition Corp. (OTC: WTMA) is a blank check company focused on identifying high-impact technology metals businesses aligned with global sustainability and security trends.
About Evolution Metals LLC
Evolution Metals LLC is committed to establishing a secure, robust and reliable supply chain for critical minerals & materials (CMM) that is 100% independent of China for sourcing or supplying feedstocks. EM’s strategy is to acquire and develop manufacturing, recycling and processing facilities to produce essential products (including magnets, battery feedstocks and related materials) for industrial uses such as, but not limited to, electric vehicles, electronics, environmental technologies and aerospace and defense applications. EM aims to support the creation of jobs, industry and manufacturing to promote a greener future by providing bespoke solutions to support its clients globally.
No Offer or Solicitation
This press release does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
WTMA and EM and their respective directors and officers or managers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed Business Combination. WTMA stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of WTMA in WTMA’s proxy statement/prospectus. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from WTMA’s stockholders in connection with the Business Combination are in the prospectus filed with the SEC.
Important Information and Where to Find It
WTMA has filed a registration statement on Form S-4 with the SEC containing a proxy statement/prospectus related to the business combination. Shareholders are encouraged to read all materials filed with the SEC carefully, which are available free of charge at www.sec.gov.
Cautionary Statement Regarding Forward Looking-Statements
Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations and beliefs of the management of WTMA and EM, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by WTMA and the following: WTMA’s ability to complete the proposed Business Combination or, if WTMA does not consummate such proposed Business Combination, any other initial business combination; the risk that the consummation of the proposed Business Combination is significantly delayed; the ability to recognize the anticipated benefits of the proposed Business Combination; the risk that the announcement and consummation of the proposed Business Combination disrupts EM’s current plans; following the closing of the proposed Business Combination, WTMA’s (which intends to change its name to Evolution Metals & Technologies Corp. (such post-closing entity is referred to as “New EM”)) ability to successfully integrate the business and operations of the target companies (the “Target Companies”) into its ongoing business operations and realize the intended benefits of New EM’s acquisition of the Target Companies; New EM’s ability to develop and operate its planned battery recycling facility that is tailored specifically to integrate with its downstream multi-feedstock processing facility; New EM’s ability to source sufficient volumes of spent lithium-ion batteries from third parties; unexpected costs related to the proposed Business Combination; expectations regarding New EM’s strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and New EM’s ability to invest in growth initiatives; satisfaction or waiver (if applicable) of the conditions to the proposed Business Combination, including, among other things: (i) approval of the proposed Business Combination and related agreements and transactions by the WTMA stockholders, the holder of the EM member units and the holders of the equity interests of the other Target Companies, (ii) receipt of approval for listing on Nasdaq Stock Market LLC (“Nasdaq”) the shares of WTMA common stock to be issued in connection with the Business Combination, and (iii) the absence of any injunctions; that the amount of cash available in the trust account and from certain other investments is at least equal to the minimum available cash condition amount, after giving effect to redemptions by WTMA stockholders and certain transaction expenses; the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement; the implementation, market acceptance and success of New EM’s business model and growth strategy; the ability to obtain or maintain the listing of New EM’s common stock on Nasdaq following the proposed Business Combination; limited liquidity and trading of WTMA’s public securities; the amount of any redemptions by existing holders of WTMA common stock being greater than expected; WTMA’s ability to raise financing in the future; WTMA’s success in retaining or recruiting, or changes required in, New EM’s officers, key employees or directors following the completion of the proposed Business Combination; WTMA officers and directors allocating their time to other businesses and potentially having conflicts of interest with WTMA’s business or in approving the proposed Business Combination; the use of proceeds not held in the trust account or available to WTMA from interest income on the trust account balance; the impact of the regulatory environment and complexities with compliance related to such environment, including New EM’s ability to meet, and continue to meet, applicable regulatory requirements; New EM’s ability to execute its business plan, including with respect to its technical development and commercialization of products, and its growth and go-to-market strategies; New EM’s ability to achieve sustained, long-term profitability and commercial success; operational risks, including with respect to New EM’s use of agents or resellers in certain jurisdictions, New EM’s ability to scale up its manufacturing quantities of its products, New EM’s outsourcing of manufacturing and such manufacturers’ ability to satisfy New EM’s manufacturing needs on a timely basis, the availability of components or raw materials used to manufacture New EM’s products and New EM’s ability to process customer order backlog; New EM’s revenue deriving from a limited number of customers; geopolitical risk and changes in applicable laws or regulations, including with respect to New EM’s planned operations outside of the U.S. and Korea; New EM’s ability to attract and retain talented personnel; New EM’s ability to compete with companies that have significantly more resources; New EM’s ability to meet certain certification and compliance standards; New EM’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims; the outcome of any known and unknown litigation and regulatory proceedings, including any proceedings that may be instituted against WTMA or EM following announcement of the proposed Business Combination; the potential characterization of New EM as an investment company subject to the Investment Company Act of 1940, as amended; and other factors detailed under the section entitled “Risk Factors” in the Registration Statement. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of WTMA, EM and the other Target Companies prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, WTMA, EM and the other Target Companies undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Investor & Media Contacts
Judith McGarry
Evolution Metals LLC
Tel: +1 (415) 971-2900
Email: judith.mcgarry@evolution-metals.com
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
Tel: +1 (251) 280-1980
Email: daniel@welsbach.sg
Private Investment in Public Equity (“PIPE”)
Email: PIPE@Evolution-Metals.com