UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | |--------- ...

Business Combination Risks - The Business Combination with WaveTech is subject to various risks, including potential conflicts of interest and the ability to meet conditions outlined in the Merger Agreement[8]. - Public stockholders may experience immediate dilution due to the issuance of New WaveTech Common Stock and future issuances, potentially reducing their influence on management[10]. - The completion of the Business Combination is contingent upon meeting the Minimum Available Cash Condition, which requires gross proceeds exceeding $25 million[28]. - If the Business Combination is not completed by March 30, 2023, the company may cease operations and public stockholders could receive less than $10.00 per share[21]. - Significant transaction and transition costs are expected to be incurred in connection with the Business Combination, impacting financial results[12]. - The potential for legal proceedings related to the Business Combination could delay or prevent its completion[12]. - The loss of key personnel from WaveTech could negatively impact the operations and financial results of the combined business[13]. - The company may be forced to close the Business Combination even if it is determined to be not in the best interest of stockholders[11]. Financial Overview - The company completed its initial public offering on December 30, 2021, selling 7,500,000 units at $10.00 per unit, generating gross proceeds of $75,000,000[40]. - A total of $77,276,860 was placed in the trust account from the proceeds of the initial public offering and private placement units[43]. - The company must complete its initial business combination by March 30, 2023, or it will terminate and distribute the trust account amounts[44]. - As of December 31, 2022, the trust account holds approximately $10.00 per share, plus any pro rata interest earned[94]. - The per-share distribution from the trust account would be approximately $10.31 based on the value of the trust account as of December 31, 2022[108]. - The trust account holds $77,276,860 following the partial exercise of the underwriter's over-allotment option during the initial public offering[114]. - The company must complete its initial business combination within 9 months of the IPO closing, or it will terminate and distribute all amounts in the trust account to public stockholders[114]. - If public stockholders exercise conversion rights, the net tangible assets must remain above $5,000,001 for the business combination to proceed[114]. - The proceeds in the trust account could be subject to claims from creditors, which would take priority over public stockholders' claims[110]. Market Opportunities and Strategy - The European Union Green Deal is expected to channel over $12 trillion in clean energy infrastructure investments by 2050, creating significant opportunities for the company[47]. - The company focuses on Technology Metals and Energy Transition Metals (ETMs) to support the decarbonization and renewable energy supply chains[50]. - The demand for ETMs is projected to rise due to the transition to electric vehicles and renewable energy sources, leading to potential price increases[52]. - The company aims to address gaps in the North American ETMs supply chain, which is underdeveloped compared to Asia[53]. - The company is committed to creating resilient supply chains for critical metals and materials essential for the clean energy transition[62]. Management and Governance - The company’s management team has extensive experience in capital markets, with CEO Daniel Mamadou having over 20 years in the industry[64]. - The company adheres to the United Nations Sustainable Development Goals, focusing on environmental and social governance[60]. - Daniel Mamadou invested approximately $22.8 million in Technology Metals companies, achieving a weighted average deal level multiple of invested capital of 5.6x and a 75.3% IRR over slightly more than 3 years[66]. - The company has operations in over 50 countries and has more than 35 years of experience in the energy products and industrial raw materials supply chain[67]. Stockholder Considerations - Stockholder approval will be required if the business combination involves issuing shares representing 20% or more of the outstanding shares[77]. - Insiders collectively own approximately 22.8% of the issued and outstanding shares of common stock, which may influence the approval of a business combination[85]. - The company may only have the resources to effect a single business combination due to limited resources[69]. - The company will provide stockholders with an opportunity to tender their shares in a tender offer if stockholder approval is not required[78]. - The tender offer will remain open for at least 20 business days, and conditions will be set to ensure net tangible assets remain above $5,000,001[79]. - The company may conduct redemptions without stockholder vote under SEC tender offer rules, but will seek stockholder approval if required by law or stock exchange rules[86]. - Stockholder approval is required for mergers involving the company, while asset purchases and stock purchases not involving a merger do not require approval[87]. - The company will only consummate an initial business combination if it has net tangible assets of at least $5,000,001 and a majority of shares voted in favor of the business combination if stockholder approval is sought[90]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[95]. Operational Status - The company has not generated any revenues since its inception on May 27, 2021, and has engaged in limited operations[204]. - The net proceeds from the IPO are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[205]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[128]. - The company intends to remain an emerging growth company until it meets specific revenue or market value thresholds[130]. - There is intense competition from other entities with similar business objectives, which may limit the company's ability to complete a business combination[119]. - The company has four executive officers who are expected to devote an average of approximately 10 hours per week to its affairs[124]. - The company has not engaged in any hedging activities since its inception and does not expect to do so in the future[204].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-106702 (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) For the transition period from to ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 87-106702 (Stat ...

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of registrant as specified in its charter) FORM 10-K (Mark One) Indicate by check mark whethe ...