8-K

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 14, 2022

WelsbachTechnology Metals Acquisition Corp.

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

Item8.01. Other Events.

As previously reported on a Current Report on Form 8-K of Welsbach Technology Metals Acquisition Acquisition Corp. (the “Company”), on December 30, 2021, the Company consummated its initial public offering (“IPO”) of 7,500,000 units (the “Units”), each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-tenth of one share of Common Stock of the Company (“Right”), pursuant to the registration statement on Form S-1, as amended (File No. 333-261467). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $75,000,000. The Company had granted Chardan Capital Markets, LLC (“Chardan”), the representative of the several underwriters in the IPO, a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-Allotment Units”). On January 14, 2022, Chardan exercised the option in part and purchased 227,686 Over-Allotment Units, which were sold at an offering price of $10.00 per Over-Allotment Unit, generating gross proceeds of $2,276,860.

As previously reported on a Current Report on Form 8-K of the Company, on December 30, 2021, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 347,500 units (the “Private Placement Units”), which were sold to Welsbach Acquisition Holdings LLC (the “Sponsor”), generating gross proceeds to the Company of $3,475,000. The Sponsor had committed to purchase up to an additional 22,500 Private Placement Units if the underwriters exercise their over-allotment option in full. On January 14, 2022, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 4,554 Private Placement Units to the Sponsor (the “Over-Allotment Private Placement Units”), generating gross proceeds of $45,540.

In addition, the 2,156,250 shares of Common Stock (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 281,250 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full, so that the Company’s insiders would own 20.0% of issued and outstanding shares of common stock of the Company. Since the underwriters exercised the over-allotment option in part and purchased 227,686 of the total possible 1,125,000 Over-Allotment Units, the Sponsor forfeited 224,328 Founder Shares on January 14, 2022. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

A total of $77,276,860 of the proceeds from the sale of Units in the IPO (including the Over-Allotment Units) and the Private Placement Units (including the Over-Allotment Private Placement Units), was placed in a U.S.-based trust account established for the benefit of the Company’s public stockholders.

An audited balance sheet as of December 30, 2021 reflecting receipt of the proceeds from the IPO and the Private Placement on December 30, 2021, but not the proceeds from the sale of the Over-Allotment Units or the Over-Allotment Private Placement Units on January 14, 2022, had been prepared by the Company and previously filed on a Current Report on Form 8-K on January 6, 2022.

A copy of the press release issued by the Company announcing the consummation of the sale of the Over-Allotment Units and the Over-Allotment Private Placement Units is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

2

Exhibit 99.1

Welsbach TechnologyMetals Acquisition Corp. Announces Partial Exercise of Underwriters’ Over-Allotment Option in Connection with its Initial PublicOffering

New York, NY, January 14, 2022 -- Welsbach Technology Metals Acquisition Corp. (the “Company”) announced today the closing of the issuance of an additional 227,686 units pursuant to the partial exercise of the underwriters’ option to purchase additional units in connection with its initial public offering at a price of $10.00 per unit, resulting in gross proceeds of $2,276,860 and bringing the total gross proceeds of the initial public offering to $77,276,860. The Company’s units commenced trading on the Nasdaq Global Market (“Nasdaq”) on December 28, 2021, under the ticker symbol “WTMAU.” Each unit consists of one share of the Company’s common stock and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the shares of common stock and rights are expected to be listed on Nasdaq under the symbols “WTMA” and “WTMAR,” respectively.

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.

Chardan is acting as sole book-running manager of the offering.

Of the proceeds received from the consummation of the offering and a simultaneous private placement of units, $77,276,860 million (or $10.00 per unit sold in the offering) was placed in the Company’s trust account. An audited balance sheet of the Company as of December 30, 2021 reflecting receipt of the proceeds upon consummation of the offering and the private placement (but not including the closing of the additional units described herein) was included as an exhibit to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 6, 2022.

The offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering and final prospectus, when available, may be obtained from Chardan, 17 State Street, Suite 2100, New York, New York 10004.

A registration statement relating to these securities has been filed with, and declared effective by, the SEC on December 27, 2021. 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the successful consummation of the Company’s initial public offering, the units, common stock and rights trading on NASDAQ and the search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. 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