Core Viewpoint - The successful approval of the Business Combination between Welsbach Technology Metals Acquisition Corp. (WTMA) and Evolution Metals LLC (EM) aims to establish a fully integrated and independent critical minerals and materials supply chain in the U.S. that is not reliant on China [1][4]. Group 1: Business Combination Details - WTMA and EM plan to acquire, scale, and integrate five operating companies focused on bonded and sintered magnet manufacturing, magnet metals and alloy production, Li-ion battery recycling, and smart machine design and automation [2]. - The combined entity will be renamed Evolution Metals & Technologies Corp. (EM&T) and is expected to trade on Nasdaq under the symbol EMAT [2]. Group 2: Technological Integration and Industry Focus - EM&T will utilize advanced technologies such as robotics and artificial intelligence (AI) to provide integrated midstream and downstream recycling and processing of critical minerals and materials for various industries including automotive, aerospace, defense, healthcare, high tech, consumer electronics, and renewable energy [3]. - The merger is positioned to create a secure, U.S.-centered supply chain for critical materials essential for clean energy and advanced manufacturing [4][8]. Group 3: Strategic Vision and Future Plans - The merger represents a strategic alignment of values and vision, aiming to deliver long-term value for stakeholders while promoting sustainability and industrial resilience [4]. - Plans include replicating Korean operations in Missouri to create a major industrial campus focused on processing batteries and e-waste into essential materials [4].

Important milestone in the creation of a fully integrated, fully operational critical minerals and materials (CMM) supply chain that is independent of reliance on ChinaChicago, IL and St. Louis, MO , May 15, 2025 (GLOBE NEWSWIRE) -- Welsbach Technology Metals Acquisition Corp. (OTC: WTMA), a publicly traded special purpose acquisition company, and Evolution Metals LLC, which is dedicated to developing a secure, reliable global supply chain for critical minerals and materials (CMM), today announced that the ...

Financial Performance - The Company reported a net loss of $520,441 for the three months ended March 31, 2025, primarily due to operating expenses of $567,723[190]. - For the three months ended March 31, 2024, the Company had a net loss of $70,160, with operating expenses of $271,992[191]. - The Company reported a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities as of March 31, 2025[226]. Cash and Capital Management - As of March 31, 2025, the Company had cash held in the Trust Account amounting to $12,354,984, intended for completing the Business Combination[198]. - Cash used in operating activities for the three months ended March 31, 2025, was $474,936, with net cash provided by financing activities of $474,489[197]. - The Company has withdrawn a total of $841,386 from the Trust Account for taxes, utilized for franchise and income taxes[200]. - The Company may need to raise additional capital through loans or investments to meet working capital needs and complete a Business Combination[204]. - The Company has no long-term debt or capital lease obligations as of March 31, 2025[215]. Business Combination and Agreements - The CMR Merger Agreement includes a cash payment of $125,000,000 and 22,500,000 shares of New EM Common Stock to CMR shareholders[186]. - The Company issued a promissory note of $474,490 to the Sponsor on March 31, 2025, in exchange for cash[180]. - The Company issued two promissory notes of $772,769 each to the Sponsor, which are payable upon consummation of the initial Business Combination[206]. - The Company issued six promissory notes of $125,000 each to the Sponsor, also payable upon consummation of the initial Business Combination[207]. - The Company issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor, resulting in a total outstanding amount of $84,100[208]. - The Company issued additional Working Capital Notes with principal amounts totaling $1,760,000 from August 30, 2023, to March 31, 2025[219]. - The Company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of March 31, 2025[213]. Accounting and Regulatory Matters - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[227]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid; management does not expect a material impact on financial statements[228]. - ASU 2023-07, effective December 31, 2024, mandates additional disclosures on significant segment expenses and performance measures; management has adopted this standard in financial statements[229]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures under the Exchange Act[231]. Going Concern - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[179]. - The Company has substantial doubt about its ability to continue as a going concern through June 30, 2025, if it does not complete a Business Combination by that date[204]. - As of March 31, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[212]. - As of March 31, 2025, there were $2,215,455 outstanding under the Working Capital Notes[221].

IPO and Trust Account - WTMA completed its IPO on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[22]. - As of December 31, 2024, $12,257,933 remains in the trust account established from the IPO proceeds[26]. - A total of $77,276,860 was placed into the trust account following the IPO[111]. - The trust account has approximately $11.32 per share available for distribution if the business combination is not completed by the liquidation date[104]. - Stockholders are entitled to demand conversion of their shares for a pro rata portion of the amount in the trust account, estimated at $10.00 per share as of December 31, 2024[92]. - The company has withdrawn a total of $841,386 from the trust account for taxes through December 31, 2024, with $579,564 utilized for franchise and income taxes through December 31, 2023[177]. Business Combination Plans - WTMA has extended the deadline for completing a business combination multiple times, with the latest extension allowing until June 30, 2025[23]. - On January 25, 2024, WTMA announced a non-binding letter of intent for a potential business combination in the critical materials space[28]. - The binding letter of intent with Evolution Metals LLC was announced on March 22, 2024, for a potential business combination[29]. - The CMR Merger Agreement includes a cash payment of $125 million and up to $50 million to repay CMR's indebtedness[35]. - The company anticipates that the fair market value of the target business must be at least $9,806,346 to satisfy the 80% test for its initial business combination[69]. - The company aims to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[71]. - The company plans to seek stockholder approval for its initial business combination, allowing public stockholders to convert their shares into a portion of the aggregate amount in the trust account[72]. - The company may seek stockholder approval if required by law or Nasdaq requirements, or for business reasons[76]. - The company may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC[81]. - The company will only consummate the initial business combination if public stockholders do not exercise conversion rights that would cause net tangible assets to be less than $5,000,001[77]. - Approximately 93.75% or more of the shares of common stock sold in the initial public offering exercising conversion rights would prevent the business combination from being consummated[77]. Financial Performance and Projections - For the fiscal year ended December 31, 2024, the company reported a net loss of $899,927, primarily due to operating expenses of $1,428,060 and franchise taxes of $154,785, partially offset by interest income of $808,868[167]. - For the year ended December 31, 2023, the company had a net loss of $54,322, with operating expenses of $2,022,981 and franchise taxes of $200,000, offset by interest and dividends of $2,168,659 from marketable securities[168]. - The company incurred cash used in operating activities of $1,459,263 for the year ended December 31, 2024, and $1,347,387 for the year ended December 31, 2023[174][175]. - The company anticipates incurring increased expenses as a public company, including legal and compliance costs, as well as due diligence expenses related to business combinations[166]. - The company faces substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a business combination[180]. Governance and Management - The company has a strong emphasis on governance and social benefits, participating in the United Nations Global Compact and adhering to various sustainable development goals[56]. - The management team has extensive experience in capital markets, having raised over $4 billion in the resources space and managed supply chains of bulk commodities[58]. - The company emphasizes the importance of independent board members and advisors with proven track records in relevant sectors[61]. - The company has four executive officers who are expected to devote an average of approximately 10 hours per week to the business[117]. - Management assessed the effectiveness of internal control over financial reporting and determined it was effective as of December 31, 2024[218]. - There were no changes in internal control over financial reporting that materially affected the Company during the most recent fiscal quarter[219]. Market and Industry Outlook - The company anticipates significant investment in the Technology Metals and Energy Transition Metals sectors due to increasing demand driven by decarbonization efforts[46]. - Goldman Sachs estimates that the European Union Green Deal will channel over $12 trillion into clean energy infrastructure by 2050[40]. - The demand for Technology Metals is expected to rise significantly as the transition to electric vehicles accelerates[45]. - The company aims to support the development of supply chains for Technology Metals to meet the growing demand in North America and Europe[52]. - The company focuses on creating reliable and resilient supply chains for critical materials in the clean energy transition, including lithium, nickel, and graphite[55]. Competition and Challenges - The company may face competition from well-established entities with greater resources in identifying target businesses[113]. - The company may face intense competition from competitors of the target business after the initial business combination[117]. - The company may not be able to obtain additional financing to complete its initial business combination or reduce the number of shareholders requesting redemption[126]. - The company has no revenue and is a blank check company, which may affect its ability to select a suitable business target and complete its initial business combination[124]. Stockholder Rights and Redemption - Public stockholders may have to wait until June 30, 2025, to receive a portion of the trust account if the business combination is not consummated[85]. - A public stockholder is restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[93]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[75]. - Stockholders who elect to convert their shares may withdraw their request at any time up to the vote on the proposed business combination[99]. - The company must ensure that net tangible assets do not fall below $5,000,001 for the business combination to proceed[111]. - Insiders collectively own approximately 65.3% of the issued and outstanding shares of common stock, which may influence the approval of the business combination[80].

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $80,697, primarily due to operating expenses of $215,108 and franchise taxes of $10,400, offset by interest income of $180,541 [199]. - For the nine months ended September 30, 2024, the company had a net loss of $246,129, with operating expenses totaling $757,950 and franchise taxes of $117,212, offset by interest income of $699,861 [200]. - The company has neither engaged in any operations nor generated any operating revenues to date, with non-operating income derived solely from interest income from the IPO proceeds [198]. - The company incurred cash used in operating activities of $929,776 for the nine months ended September 30, 2024, while net cash provided by investing activities was $12,238,964 [209]. - The company had a net cash used in financing activities of $11,476,212 for the nine months ended September 30, 2024, primarily reflecting proceeds from convertible promissory notes and working capital loans [209]. Capital and Financing - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units, which included one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination [204]. - The company will need to raise additional capital through loans or investments to meet its working capital needs and may face challenges in obtaining such financing [215]. - The company has issued multiple promissory notes to the Sponsor, including a principal amount of $373,737 on March 20, 2024, $177,773 on June 28, 2024, and $192,069 on September 30, 2024 [188]. - As of September 30, 2024, there was $2,296,371 outstanding under the Convertible Promissory Notes [229]. - As of September 30, 2024, the company reported $1,292,679 outstanding under the Working Capital Notes, compared to $549,100 as of December 31, 2023 [230]. - The company issued a total of $772,769 in promissory notes to the Sponsor on two occasions in 2022, with no interest and payable upon consummation of the initial business combination [218][220]. - The company issued six promissory notes in the principal amount of $125,000 each to the Sponsor from March to August 2023, all bearing no interest [221]. - The company has the option to convert the promissory notes into additional private units at a price of $10.00 per unit upon consummation of the business combination [227]. - The company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of September 30, 2024 [231]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of September 30, 2024 [232]. Operational Risks and Concerns - The company plans to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [187]. - The company has substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a Business Combination prior to that date [216]. - The company may face adverse effects on its operations due to economic uncertainties, including inflation and geopolitical instability [243]. Accounting and Reporting - Management has not identified any critical accounting estimates that could materially differ from actual results [250]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid [251]. - Management believes that the adoption of ASU 2023-09 will not have a material impact on the financial statements [252]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures [253]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately [247]. - As of September 30, 2024, the company reported no dilutive securities, resulting in basic and diluted loss per share being the same [248]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO, with deferred commissions of $2,704,690 [233]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [246].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $95,272, primarily due to operating expenses of $277,662 and franchise taxes of $50,000, offset by interest income of $258,639 [152]. - For the six months ended June 30, 2024, the company had a net loss of $165,432, with operating expenses totaling $549,654 and interest income of $519,320 [153]. - The company incurred cash used in operating activities of $568,316 for the six months ended June 30, 2024 [161]. Cash and Investments - As of June 30, 2024, the company had cash held in the trust account amounting to $24,269,376, intended for completing a business combination [163]. - The company had a net cash used in investing activities of $42,037,434 for the six months ended June 30, 2023, primarily due to redemptions of common stock [162]. - The company has withdrawn a total of $760,186 from the trust account for taxes, with $592,174 utilized for franchise and income taxes [164]. Debt and Financing - The company issued a promissory note in the principal amount of $373,737 to the Sponsor on March 20, 2024, in exchange for cash [150]. - As of June 30, 2024, the Company had $2,296,371 outstanding under Convertible Promissory Notes [179]. - As of June 30, 2024, the Company had $1,100,610 outstanding under Working Capital Notes, an increase from $549,100 as of December 31, 2023 [190]. - The Company issued Working Capital Notes totaling $1,500,000, with the latest being $177,773 on June 28, 2024 [177]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations [182]. IPO and Underwriting - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021 [156]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO [182]. Business Viability and Concerns - Management has raised substantial doubt about the company's ability to continue as a going concern through August 30, 2023, if a business combination is not completed [168]. - The company has significant ongoing costs related to its acquisition plans and may need additional financing to complete a business combination [149]. Accounting and Compliance - The Company does not have any off-balance sheet arrangements as of June 30, 2024 [181]. - The Company has not identified any critical accounting estimates that could materially differ from actual results [198]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [192]. - The Company does not believe that the adoption of ASU 2023-09 will have a material impact on its financial statements [199]. Agreements - The Company has entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of June 30, 2024 [180].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $70,160, primarily due to operating expenses of $271,992 and franchise taxes of $50,000, offset by interest income of $260,681 [132]. - For the three months ended March 31, 2023, the company had a net loss of $230,201, with operating expenses of $858,322 and franchise taxes of $50,000, offset by interest and dividend income of $845,090 [133]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [131]. Cash and Financing - As of March 31, 2024, the company had cash held in the trust account amounting to $24,029,910, which is intended for completing a business combination [142]. - The company incurred cash used in operating activities of $373,737 for the three months ended March 31, 2024, with net cash provided by financing activities also at $373,737 [140]. - The company raised gross proceeds of $75,000,000 from its IPO, along with an additional $3,475,000 from the sale of private placement units [135][136]. - The company issued a promissory note on March 20, 2024, in the principal amount of $373,737 to the Sponsor for working capital [130][155]. - The company may need to raise additional capital to complete its business combination or to meet working capital needs, with no assurance that new financing will be available [146]. - The Company issued Working Capital Notes totaling $1.5 million, with individual notes including $84,000, $378,000, $22,000, $50,000, $15,000, and $373,737 issued between July 2023 and March 2024 [166][168]. - The underwriters received a cash underwriting discount of $1,545,537 and are entitled to deferred underwriting commissions of $2,704,690 from the IPO closing [162]. Debt and Obligations - As of March 31, 2024, the outstanding amount under the Convertible Promissory Notes was $2,296,371, and under the Working Capital Notes was $922,837, compared to $549,100 as of December 31, 2023 [159][169]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations as of March 31, 2024 [161]. - The Company does not have any off-balance sheet arrangements or obligations as of March 31, 2024 [161]. Going Concern and Risks - The company faces substantial doubt about its ability to continue as a going concern through August 30, 2023, if it does not complete a business combination [147]. - Various factors, including economic uncertainty and geopolitical instability, may adversely affect the Company's results of operations and ability to complete an initial business combination [170]. Accounting and Compliance - The Company has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period [175]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [171]. - The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures [176]. - The Company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of March 31, 2024 [160].

IPO and Fundraising - The company completed its initial public offering on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[24]. - An additional $3.475 million was generated from the private sale of 347,500 units to the sponsor at the same price per unit[25]. - The total amount of $77,276,860 from the IPO and private placement proceeds was placed in a trust account[27]. - The company issued multiple promissory notes totaling $125,000 each to extend the business combination deadline, convertible into units at $10.00 per unit[29]. - The company has a total of 1,931,922 founder shares held by insiders[13]. Business Combination and Timeline - The company has until September 30, 2023, to complete its initial business combination, following an extension approved by stockholders[29]. - Stockholders approved a charter amendment to extend the Combination Period until June 30, 2024, with 1,456,871 shares redeemed for a total of $15.7 million, leaving approximately $23.4 million in the trust account[30]. - The fair market value of the target business must be at least $19,153,092 to satisfy the 80% test for the initial business combination[62]. - The company anticipates that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[64]. - The company must maintain net tangible assets of at least $5,000,001 upon closing of the business combination to avoid being subject to SEC "penny stock" rules[68]. - If the business combination is not completed by the Liquidation Date, automatic winding up and liquidation will occur without stockholder vote[98]. - The company must complete its initial business combination within 9 months of the IPO, or it will terminate and distribute trust account amounts to public stockholders[106]. Investment Focus and Market Trends - The company is focused on pursuing targets in the Technology Metals and ETMs sectors, excluding operations in China and its special administrative regions[23]. - The European Union Green Deal is projected to channel over $12 trillion in clean energy infrastructure investments by 2050, significantly transforming energy production and infrastructure[33]. - China has committed $16 trillion to cleantech infrastructure investments by 2060, focusing on renewables, green hydrogen, and carbon capture[34]. - The U.S. is expected to see a significant increase in investment in Technology Metals and Energy Transition Metals (ETMs) as the Biden administration advances its net zero carbon policy[38]. - Welsbach aims to develop supply chains for Technology Metals to meet the rising demand driven by the transition to electric vehicles and renewable energy[40]. - The demand for ETMs is expected to increase significantly, with a long lead time for new mining projects to come online, creating pressure on existing supply chains[43]. Management and Governance - The management team is led by experienced executives, including the CEO, CFO, and COO, who have extensive experience in managing supply chains of bulk commodities[28]. - The management team has extensive experience in capital markets, having raised over $4 billion in the resources sector, and is well-positioned to identify and negotiate business combinations[50][51]. - The company adheres to the UN Sustainable Development Goals, focusing on sustainable practices and environmental governance in its operations[45]. - Insiders collectively own approximately 51.2% of the issued and outstanding shares, which may influence the approval of the business combination[74]. - The company may amend insider agreements without stockholder approval, potentially affecting the governance structure[108]. Stockholder Rights and Redemption - Stockholders owning approximately 93.75% or more of the shares may prevent the consummation of the business combination if they exercise conversion rights[71]. - Stockholder approval is required if the company issues shares representing 20% or more of the outstanding shares as consideration in a business combination[76]. - Public stockholders can demand conversion of shares for a pro rata portion of the trust account, valued at $10.00 per share as of December 31, 2023[88]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[89]. - The company may conduct redemptions without a stockholder vote under SEC tender offer rules, but will seek approval if required by law or stock exchange rules[75]. Financial and Legal Considerations - The trust account funds may be subject to creditor claims, which take priority over public stockholder claims[102]. - The trust account holds $77,276,860, which is subject to claims that could reduce the amount available to stockholders[106]. - Stockholders may be liable for claims up to the amount they received in distributions, potentially extending beyond three years after dissolution[105]. - The company will obtain a fairness opinion from an independent investment banking firm before completing a business combination with an entity affiliated with any of its officers or directors[62]. - The company is required to provide audited financial statements of any target business as part of proxy solicitation materials[118]. Competition and Market Challenges - The company may face intense competition from well-established entities with greater resources in identifying and completing business combinations[112]. - If the initial business combination is not completed, the trust account may be subject to bankruptcy claims, potentially affecting stockholder returns[103]. - The company may need to seek third-party financing if the net tangible asset threshold limits the ability to consummate the business combination[71]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to delay compliance with certain accounting standards until it no longer qualifies[121]. - The company has adopted an insider trading policy to prevent insiders from purchasing shares during blackout periods[87]. - The company is not required to provide certain disclosures as a smaller reporting company, which may impact investor perception[202].

Financial Performance - For the three months ended September 30, 2023, the Company reported a net income of $164,293, primarily from interest and dividends of $507,906, offset by operating expenses of $555,524[137]. - For the nine months ended September 30, 2023, the Company had a net loss of $39,380, with operating expenses totaling $1,744,482 and interest income of $1,855,102[138]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[136]. Cash and Securities - As of September 30, 2023, the Company had cash and marketable securities of $39,613,658 in the trust account, intended for business combination completion[147]. - The Company redeemed approximately $42.6 million in shares at a redemption price of $10.40 per share on March 24, 2023, leaving $37.8 million in the trust account[127]. - On September 29, 2023, the Company redeemed $15.7 million in shares at a redemption price of $10.79 per share, leaving $23.4 million in the trust account[130]. Working Capital and Financing - The Company issued a promissory note for $50,000, resulting in a total Working Capital Loan of $534,000 as of November 10, 2023[135]. - The company may need to raise additional capital to meet working capital needs and complete its business combination, with no assurance that financing will be available on acceptable terms[150]. - The company may raise additional capital through loans or investments from its Sponsor, stockholders, or third parties to meet working capital needs[151]. Debt and Obligations - As of September 30, 2023, the company had $2,296,371 outstanding under Promissory Notes and $484,100 outstanding under Working Capital Notes[162]. - The company issued a total of six promissory notes of $125,000 each to the Sponsor from March to August 2023, totaling $750,000[158]. - The company issued two promissory notes of $772,769 each to the Sponsor in connection with the Extension, with no interest and payable upon consummation of the initial business combination[156][157]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of September 30, 2023[166]. - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[166]. Business Combination and Going Concern - The Company extended the Combination Period to June 30, 2024, allowing additional time to complete a business combination without contributing to the trust account[131]. - The company cannot assure that it will be able to consummate any Business Combination by June 30, 2024[152]. - The company has substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a Business Combination prior to that date[151]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[178]. - The company may not be required to provide an auditor's attestation report on internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act[178]. - The company is not required to disclose certain executive compensation items, including the correlation between executive compensation and performance[178]. - The preparation of financial statements involves management estimates and assumptions that could materially differ from actual results[179]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[180]. Cash Flow Activities - The Company incurred cash used in operating activities of $700,236 for the three months ended September 30, 2023, with net cash provided by investing activities of $41,886,600[145]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO, with deferred underwriting commissions of $2,704,690[167]. Backstop Agreement - The company has entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of September 30, 2023[165].

Financial Position - As of March 22, 2023, approximately $80.2 million was held in the trust account, with $42.6 million redeemed by shareholders at a price of approximately $10.38 per share, leaving about $37.8 million in the trust account [135]. - As of June 30, 2023, the company had cash and marketable securities in the trust account totaling $38,855,752, intended for completing a business combination [169]. - The company has outstanding promissory notes totaling $2,045,537 as of June 30, 2023, with various notes issued to the Sponsor [181]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations [186]. - The outstanding amount under the Promissory Notes was $2,045,537 as of June 30, 2023 [190]. Business Combination - The Company extended the Combination Period by depositing $125,000 into the Trust Account on multiple dates, allowing for a completion deadline of August 30, 2023 [137]. - The Merger Agreement with WaveTech Group, Inc. was based on a pre-money enterprise valuation of $150.0 million and a $10.00 price per share of the Company Common Stock [139]. - The Merger Agreement was mutually terminated on June 15, 2023, along with associated Ancillary Agreements, except for the Confidentiality Agreement [145][146]. - The Company intends to complete a business combination before the mandatory liquidation date of August 30, 2023, but there is substantial doubt about its ability to continue as a going concern [173]. - The Company plans to file a registration statement for the resale of certain shares held by investors within thirty days after the Closing of the Business Combination [148]. Financial Performance - For the three months ended June 30, 2023, the Company reported a net income of $26,528, primarily from interest and dividends of $502,106, offset by operating expenses of $330,636 [159]. - For the six months ended June 30, 2023, the Company incurred a net loss of $203,673, with operating expenses totaling $1,188,958 and interest income of $1,347,196 [160]. - For the six months ended June 30, 2023, the company reported a net loss of $777,935, primarily due to operating expenses of $790,059 [162]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination [158]. Costs and Expenses - The Company incurred increased expenses due to being a public entity, including legal and compliance costs, as well as due diligence expenses related to potential Business Combinations [158]. - The Company expects to continue incurring significant costs in pursuit of acquisition plans, with no assurance of successful business combination completion [134]. - Cash used in operating activities for the six months ended June 30, 2023, was $353,358, with net cash used in investing activities at $42,037,434 [167]. - Offering costs for the IPO amounted to $4,663,218, including $1,500,000 in underwriting fees [166]. - The total cash underwriting discount paid to underwriters at the closing of the IPO was $1,545,537, with an additional deferred underwriting commission of $2,704,690 [186]. Market and Economic Conditions - The Company may be adversely affected by economic uncertainties, including inflation, interest rate increases, and geopolitical instability [196]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [197]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [198]. - Management's estimates and assumptions in financial statements may materially differ from actual results, impacting reported amounts [199]. Stock and Equity - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events [191]. - The company granted underwriters a 45-day option to purchase up to 1,125,000 units to cover over-allotment, generating additional gross proceeds of $2,276,860 [164]. - The company raised gross proceeds of $75,000,000 from the IPO of 7,500,000 units on December 30, 2021 [162]. - The Company computes net income (loss) per share in accordance with ASC 260-10-45, with no dilutive securities as of June 30, 2023 [192][193].