Welsbach Technology Metals Acquisition (WTMA) - 2025 Q2 - Quarterly Report

Financial Performance - The company reported a net loss of $520,976 for the three months ended June 30, 2025, primarily due to operating expenses of $570,186 and franchise taxes of $36,027[223]. - For the six months ended June 30, 2025, the company had a net loss of $1,041,417, with operating expenses totaling $1,137,909 and franchise taxes of $73,227[224]. - The company reported a net loss per share, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities[262]. IPO and Capital Raising - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021[227]. - The company also raised $3,475,000 from the sale of 347,500 private placement units at $10.00 per unit, which occurred simultaneously with the IPO[228]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[231]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO[251]. Trust Account and Cash Management - As of January 14, 2022, a total of $77,276,860 from the IPO and private placement units was placed in the Trust Account[230]. - As of June 30, 2025, cash held in the Trust Account was $12,249,440, intended for completing a Business Combination[234]. - The Company has withdrawn a total of $1,045,248 from the Trust Account for taxes through June 30, 2025[236]. - For the six months ended June 30, 2025, cash used in operating activities was $965,084, while net cash provided by financing activities was $760,748[232]. Business Combination and Mergers - The company entered into a merger agreement with Evolution Metals LLC on April 1, 2024, which is subject to various amendments and conditions[207]. - The CMR Merger Agreement includes a provision for the shareholders of Critical Mineral Recovery, Inc. to receive 22,500,000 shares of New EM Common Stock and $125,000,000 in cash[216]. - The company expects to incur significant costs in pursuing its acquisition plans and does not assure the success of completing a business combination[202]. - The Company may need to raise additional capital to meet working capital needs and complete a Business Combination before the mandatory liquidation date[240]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on December 31, 2024, indicating non-compliance with listing requirements due to failure to complete a business combination by December 27, 2024[203]. - Management has substantial doubt about the Company's ability to continue as a going concern through September 30, 2025, if a Business Combination is not completed[240]. Economic and Market Conditions - The company is facing potential adverse impacts on operations due to economic uncertainties, including downturns in financial markets, inflation, and geopolitical instability[258]. Accounting Standards and Reporting - As an "emerging growth company," the company is electing to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[259]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[266]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures[267]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[264]. - ASU 2023-07, effective December 31, 2024, mandates additional segment reporting disclosures, including significant segment expenses and the role of the chief operating decision maker[265]. - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[263]. Debt and Financial Obligations - As of June 30, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[248]. - The Company issued Working Capital Notes totaling $2,501,714 as of June 30, 2025, with amounts outstanding reported in related party loans[257]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2025[250].