IPO and Trust Account - WTMA completed its IPO on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[22]. - As of December 31, 2024, $12,257,933 remains in the trust account established from the IPO proceeds[26]. - A total of $77,276,860 was placed into the trust account following the IPO[111]. - The trust account has approximately $11.32 per share available for distribution if the business combination is not completed by the liquidation date[104]. - Stockholders are entitled to demand conversion of their shares for a pro rata portion of the amount in the trust account, estimated at $10.00 per share as of December 31, 2024[92]. - The company has withdrawn a total of $841,386 from the trust account for taxes through December 31, 2024, with $579,564 utilized for franchise and income taxes through December 31, 2023[177]. Business Combination Plans - WTMA has extended the deadline for completing a business combination multiple times, with the latest extension allowing until June 30, 2025[23]. - On January 25, 2024, WTMA announced a non-binding letter of intent for a potential business combination in the critical materials space[28]. - The binding letter of intent with Evolution Metals LLC was announced on March 22, 2024, for a potential business combination[29]. - The CMR Merger Agreement includes a cash payment of $125 million and up to $50 million to repay CMR's indebtedness[35]. - The company anticipates that the fair market value of the target business must be at least $9,806,346 to satisfy the 80% test for its initial business combination[69]. - The company aims 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[71]. - The company plans to seek stockholder approval for its initial business combination, allowing public stockholders to convert their shares into a portion of the aggregate amount in the trust account[72]. - The company may seek stockholder approval if required by law or Nasdaq requirements, or for business reasons[76]. - The company may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC[81]. - The company will only consummate the initial business combination if public stockholders do not exercise conversion rights that would cause net tangible assets to be less than $5,000,001[77]. - 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[77]. Financial Performance and Projections - For the fiscal year ended December 31, 2024, the company reported a net loss of $899,927, primarily due to operating expenses of $1,428,060 and franchise taxes of $154,785, partially offset by interest income of $808,868[167]. - For the year ended December 31, 2023, the company had a net loss of $54,322, with operating expenses of $2,022,981 and franchise taxes of $200,000, offset by interest and dividends of $2,168,659 from marketable securities[168]. - The company incurred cash used in operating activities of $1,459,263 for the year ended December 31, 2024, and $1,347,387 for the year ended December 31, 2023[174][175]. - The company anticipates incurring increased expenses as a public company, including legal and compliance costs, as well as due diligence expenses related to business combinations[166]. - The company faces substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a business combination[180]. Governance and Management - The company has a strong emphasis on governance and social benefits, participating in the United Nations Global Compact and adhering to various sustainable development goals[56]. - The management team has extensive experience in capital markets, having raised over $4 billion in the resources space and managed supply chains of bulk commodities[58]. - The company emphasizes the importance of independent board members and advisors with proven track records in relevant sectors[61]. - The company has four executive officers who are expected to devote an average of approximately 10 hours per week to the business[117]. - Management assessed the effectiveness of internal control over financial reporting and determined it was effective as of December 31, 2024[218]. - There were no changes in internal control over financial reporting that materially affected the Company during the most recent fiscal quarter[219]. Market and Industry Outlook - The company anticipates significant investment in the Technology Metals and Energy Transition Metals sectors due to increasing demand driven by decarbonization efforts[46]. - Goldman Sachs estimates that the European Union Green Deal will channel over $12 trillion into clean energy infrastructure by 2050[40]. - The demand for Technology Metals is expected to rise significantly as the transition to electric vehicles accelerates[45]. - The company aims to support the development of supply chains for Technology Metals to meet the growing demand in North America and Europe[52]. - The company focuses on creating reliable and resilient supply chains for critical materials in the clean energy transition, including lithium, nickel, and graphite[55]. Competition and Challenges - The company may face competition from well-established entities with greater resources in identifying target businesses[113]. - The company may face intense competition from competitors of the target business after the initial business combination[117]. - The company may not be able to obtain additional financing to complete its initial business combination or reduce the number of shareholders requesting redemption[126]. - The company has no revenue and is a blank check company, which may affect its ability to select a suitable business target and complete its initial business combination[124]. Stockholder Rights and Redemption - Public stockholders may have to wait until June 30, 2025, to receive a portion of the trust account if the business combination is not consummated[85]. - A public stockholder is restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[93]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[75]. - Stockholders who elect to convert their shares may withdraw their request at any time up to the vote on the proposed business combination[99]. - The company must ensure that net tangible assets do not fall below $5,000,001 for the business combination to proceed[111]. - Insiders collectively own approximately 65.3% of the issued and outstanding shares of common stock, which may influence the approval of the business combination[80].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2024 Q4 - Annual Report