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].

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 ...