Financial Performance - The Company reported a net loss of $520,441 for the three months ended March 31, 2025, primarily due to operating expenses of $567,723[190]. - For the three months ended March 31, 2024, the Company had a net loss of $70,160, with operating expenses of $271,992[191]. - The Company reported a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities as of March 31, 2025[226]. Cash and Capital Management - As of March 31, 2025, the Company had cash held in the Trust Account amounting to $12,354,984, intended for completing the Business Combination[198]. - Cash used in operating activities for the three months ended March 31, 2025, was $474,936, with net cash provided by financing activities of $474,489[197]. - The Company has withdrawn a total of $841,386 from the Trust Account for taxes, utilized for franchise and income taxes[200]. - The Company may need to raise additional capital through loans or investments to meet working capital needs and complete a Business Combination[204]. - The Company has no long-term debt or capital lease obligations as of March 31, 2025[215]. Business Combination and Agreements - The CMR Merger Agreement includes a cash payment of $125,000,000 and 22,500,000 shares of New EM Common Stock to CMR shareholders[186]. - The Company issued a promissory note of $474,490 to the Sponsor on March 31, 2025, in exchange for cash[180]. - The Company issued two promissory notes of $772,769 each to the Sponsor, which are payable upon consummation of the initial Business Combination[206]. - The Company issued six promissory notes of $125,000 each to the Sponsor, also payable upon consummation of the initial Business Combination[207]. - The Company issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor, resulting in a total outstanding amount of $84,100[208]. - The Company issued additional Working Capital Notes with principal amounts totaling $1,760,000 from August 30, 2023, to March 31, 2025[219]. - The Company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of March 31, 2025[213]. Accounting and Regulatory Matters - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[227]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid; management does not expect a material impact on financial statements[228]. - ASU 2023-07, effective December 31, 2024, mandates additional disclosures on significant segment expenses and performance measures; management has adopted this standard in financial statements[229]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures under the Exchange Act[231]. Going Concern - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[179]. - The Company has substantial doubt about its ability to continue as a going concern through June 30, 2025, if it does not complete a Business Combination by that date[204]. - As of March 31, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[212]. - As of March 31, 2025, there were $2,215,455 outstanding under the Working Capital Notes[221].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2025 Q1 - Quarterly Report