IPO and Financial Proceeds - 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[18]. - A total of $77,276,860 was placed in the trust account, which includes proceeds from the initial public offering and private placement units[21]. - The company intends to utilize cash from its initial public offering and private placement for business combinations, without designating proceeds for specific purposes[47]. - The trust account holds an aggregate amount of $77,276,860, which will be distributed to public stockholders if the initial business combination is not completed within the specified timeframe[94]. - The net proceeds from the initial public offering have been invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds[156]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments[157]. Business Combination Plans - The company aims to complete its initial business combination by September 30, 2022, with a potential extension up to 15 months[22]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[51]. - The fair market value of the target business must be at least $61,821,488 to satisfy the 80% test for the initial business combination[50]. - The company may pursue a business combination with a target that is in its early stages of development or growth, potentially affecting the resources available for diversification[52]. - The company has a restriction that it cannot consummate any other business combination prior to the initial business combination[94]. Market Opportunities and Focus - 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[25]. - China has pledged $16 trillion for cleantech infrastructure investments by 2060, focusing on renewables and green hydrogen[26]. - The company is focused on the Technology Metals and Energy Transition Metals markets, which are critical for the decarbonization and renewable energy sectors[28]. - The demand for Technology Metals is expected to rise due to the transition to electric vehicles and renewable energy sources, leading to potential price increases[30]. - The company anticipates a significant ramp-up of U.S. investment in Technology Metals sectors as part of the Biden administration's net zero carbon policy[31]. Management and Governance - The management team has expertise in supply chain management, particularly in the energy transition metals sector, focusing on battery-grade materials[45]. - The company emphasizes the importance of independent board members and advisors with proven track records in relevant sectors[46]. - Insiders collectively own about 22.8% of the issued and outstanding shares, which may influence the approval of the business combination[61]. - The company has set a net tangible asset threshold of $5,000,001 to avoid being subject to Rule 419 under the Securities Act[65]. Stockholder Rights and Approvals - The company may seek stockholder approval for business combinations, allowing stockholders to convert shares into a portion of the trust account[55]. - Public stockholders can convert their shares for a pro rata portion of the trust account, valued at $10.00 per share as of December 31, 2021, plus any interest earned[74]. - Stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering to prevent manipulation[75]. - A minimum of 3,073,910 shares, or approximately 39.77%, of the public shares sold in the initial public offering must be voted in favor of the business combination[61]. Risks and Compliance - The company has a lack of diversification risk, as success may depend entirely on the performance of a single business post-combination[52]. - The company will only consummate its initial business combination if public stockholders do not exercise conversion rights that would reduce net tangible assets below $5,000,001[59]. - If the business combination is not completed by the deadline, the company will redeem 100% of outstanding public shares and liquidate[83]. - The company may face bankruptcy claims that could deplete the trust account, potentially reducing the per-share redemption amount below $10.00[91]. - The company has obligations under the Sarbanes-Oxley Act to have internal controls audited, which may increase costs and time for completing the initial business combination[104]. Company Status and Operations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities[105]. - The company will remain an "emerging growth company" until it has total annual gross revenue of at least $1.07 billion or the market value of its common stock held by non-affiliates exceeds $700 million[106]. - As of December 31, 2021, the company has not generated any revenues and has engaged in limited operations since its initial public offering[155]. - The company has not engaged in any hedging activities since its inception on May 27, 2021, and does not expect to do so in the future[155]. - The management team is expected to devote an average of approximately 10 hours per week to the business until a suitable target business is located[101].
Welsbach Technology Metals Acquisition (WTMA) - 2021 Q4 - Annual Report