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].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2022 Q4 - Annual Report