Welsbach Technology Metals Acquisition (US:WTMA)2025-05-15 17:20PART I – FINANCIAL INFORMATION This section details the company's financial statements, management's analysis, market risk, and internal controls Item 1. Financial Statements The financial statements reveal a net loss increase, significant working capital deficit, minimal operating cash, and a going concern warning, reflecting the company's SPAC status and pending merger challenges Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash | $738 | $1,185 | | Restricted cash held in trust account | $12,354,984 | $12,257,933 | | Total Assets | $12,377,442 | $12,273,195 | | Liabilities & Stockholders' Deficit | | | | Total current liabilities | $8,850,171 | $8,225,483 | | Total Liabilities | $11,554,861 | $10,930,173 | | Common Stock subject to possible redemption | $12,184,286 | $12,145,287 | | Total Stockholders' Deficit | ($11,361,705) | ($10,802,265) | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Unaudited) | Line Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | General and administrative | $567,723 | $271,992 | | Loss from operations | ($604,923) | ($321,992) | | Interest income from restricted cash | $97,051 | $260,681 | | Net loss | ($520,441) | ($70,160) | | Basic and diluted net loss per share | ($0.15) | ($0.02) | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($474,936) | ($373,737) | | Net cash provided by financing activities | $474,489 | $373,737 | | Net change in cash and restricted cash | ($447) | $0 | - For the three months ended March 31, 2025, financing activities were primarily funded by $474,489 in proceeds from working capital loans from a related party, which were used to cover operating cash needs19 Notes to Condensed Consolidated Financial Statements - The company is a blank check company (SPAC) formed to effect a business combination and has not generated any operating revenue to date2225 - On April 1, 2024, the company entered into a binding Agreement and Plan of Merger with Evolution Metals LLC (EM), which has since been amended multiple times58 - The company was delisted from Nasdaq on January 7, 2025, for failing to complete its business combination within the required 36-month period and now trades on OTCQB6768 - Management has determined there is substantial doubt about the company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation date of June 30, 2025, if a business combination is not completed7881 Related Party Loans Outstanding | Loan Type | As of March 31, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Working Capital Loans | $2,215,455 | $1,740,966 | | Convertible Promissory Notes | $2,296,371 | $2,296,371 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, the firm focuses on its pending merger with Evolution Metals LLC, facing increased net losses, severe liquidity constraints, and a going concern warning due to its June 2025 liquidation deadline - The company is a blank check company whose activities are solely focused on searching for and completing a business combination178189 - A definitive merger agreement with Evolution Metals LLC (EM) was signed on April 1, 2024, and has been amended multiple times, most recently on March 31, 2025181186 Results of Operations Comparison | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Loss | $520,441 | $70,160 | | Operating Expenses | $567,723 | $271,992 | | Interest Income | $97,051 | $260,681 | - The company has a significant working capital deficit and minimal operating cash ($738 as of March 31, 2025), relying on related-party loans to continue its search for a business combination199202 - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern, given the mandatory liquidation date of June 30, 2025, if a business combination is not consummated204 Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, Welsbach Technology Metals Acquisition Corp. is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk231 Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025, with no material changes in internal control over financial reporting - Based on an evaluation as of March 31, 2025, the company's management concluded that its disclosure controls and procedures were effective232 - No changes occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting234 PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, other disclosures, and a list of exhibits Item 1. Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report237 Item 1A. Risk Factors Key risks include the company's blank check nature, inability to complete a business combination, potential conflicts of interest, and substantial doubt about its going concern status - The company is a blank check company with no revenue, making it difficult to evaluate its ability to select a suitable business target238 - There is a risk of not completing an initial business combination in the prescribed time frame, which would lead to liquidation238 - The company's independent accounting firm has expressed substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 30, 2025244 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities and no new information on the use of proceeds - None reported240 Item 3. Defaults upon Senior Securities The company reported no defaults upon senior securities - None reported241 Item 5. Other Information The company reported no other information and confirmed that no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025243 Item 6. Exhibits This section provides an index of the exhibits filed with the Form 10-Q, including amendments to the merger agreement, various share exchange agreements, and officer certifications - The report includes several key exhibits, such as Amendment No. 2 and Amendment No. 3 to the Amended and Restated Plan of Merger with Evolution Metals LLC247 - Other exhibits include an Agreement and Plan of Merger related to Critical Mineral Recovery, Inc., and various Share Exchange Agreements with Korean entities, all part of the planned business combination247249