Financial Overview - 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]. - An additional $3.475 million was generated from the private sale of 347,500 units to the sponsor at the same price per unit[19]. - The total amount placed in the trust account reached $77,276,860, which includes proceeds from both the initial public offering and private placement units[21]. - The company aims to utilize cash from its initial public offering and private placements for business combinations, without designating specific purposes for the proceeds[47]. - 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 qualifying 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 Strategy and Market Focus - The company is focused on the Technology Metals and Energy Transition Metals markets, driven by the global shift towards decarbonization and renewable energy[28]. - The European Union Green Deal is projected to channel over $12 trillion into clean energy infrastructure by 2050, creating significant opportunities for the company[25]. - The company anticipates a rise in demand for Technology Metals due to the transition to electric vehicles and renewable energy sources[30]. - The company expects supply chains for Technology Metals to be reconfigured to enhance resilience and reduce reliance on Asian operations[37]. - The company is committed to developing reliable supply chains for critical metals and materials essential for the clean energy transition[40]. Management and Governance - The management team has a track record of managing supply chains for bulk commodities, focusing on energy transition metals such as nickel, lithium, graphite, and vanadium[45]. - The company emphasizes the importance of independent board members and advisors with expertise in mergers and acquisitions and geology[46]. - Insiders collectively own approximately 22.8% of the issued and outstanding shares, which influences the voting requirements for the business combination[61]. - The company anticipates that insiders may purchase shares in privately negotiated transactions to influence the vote for the business combination[66]. Business Combination Plans - The company aims to complete its initial business combination by September 30, 2022, with potential extensions up to 15 months[22]. - The company anticipates that 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 plans 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[51]. - The company may seek to effect simultaneous business combinations with more than one target business, but limited resources may restrict it to a single business combination[47]. - The company acknowledges the risk of lack of diversification, as success may depend entirely on the performance of a single business post-combination[52]. Stockholder Rights and Redemption - The company may provide stockholders with the opportunity to sell their shares through a tender offer, allowing them to avoid a stockholder vote[55]. - The company requires public stockholders not to exercise conversion rights that would cause net tangible assets to fall below $5,000,001 for the business combination to be consummated[59]. - 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[59]. - 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]. - A public stockholder is restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering to prevent manipulation[75]. - If the business combination is not completed by the deadline, the company will redeem 100% of outstanding public shares and liquidate, subject to creditor claims[83]. - Public stockholders will receive a pro rata share of the trust account, including any interest earned, upon redemption[88]. Compliance and Regulatory Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[105]. - The company will provide audited financial statements of the target business as part of any proxy solicitation materials or tender offer documents[103]. - The company intends to take advantage of the extended transition period for complying with new accounting standards until it is no longer classified as an "emerging growth company"[106]. - The company will remain an "emerging growth company" until it achieves 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]. - The company will not comply with certain Delaware law procedures, potentially exposing stockholders to claims beyond the third anniversary of dissolution[85]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which may limit its ability to complete a business combination[97]. - There is a risk that bankruptcy claims could deplete the trust account, potentially reducing the per-share redemption amount below $10.00[91]. - The company may need to seek third-party financing if the net tangible asset threshold limits the consummation of the business combination[65]. - The company has set a net tangible asset threshold of $5,000,001 to avoid being subject to Rule 419, which may limit its ability to consummate the initial business combination[65]. - The company anticipates that insiders may purchase shares in privately negotiated transactions to influence the vote for the business combination[66].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2021 Q4 - Annual Report