Welsbach Technology Metals Acquisition (WTMA) - 2025 Q3 - Quarterly Report

Financial Performance - The company reported a net loss of $435,675 for the three months ended September 30, 2025, primarily due to operating expenses of $472,169 and a provision for income taxes of $9,701[231]. - For the nine months ended September 30, 2025, the company had a net loss of $1,477,092, with operating expenses totaling $1,610,078[232]. - The company reported a net loss per share, with no dilutive securities as of September 30, 2025, resulting in diluted loss per share being the same as basic loss per share[270]. Capital Raising Activities - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021[235]. - The company also raised $3,475,000 from the sale of 347,500 private placement units at $10.00 per unit simultaneously with the IPO[236]. - The underwriters partially exercised their over-allotment option on January 14, 2022, generating additional gross proceeds of $2,276,860 from the purchase of 227,686 units[237]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[239]. Cash Flow and Financial Position - For the nine months ended September 30, 2025, cash used in operating activities was $1,072,511, while net cash provided by investing activities was $6,069,575[240]. - As of September 30, 2025, cash held in the Trust Account was $6,424,722, intended for completing a Business Combination[242]. - The Company had negative operating cash of $233 reported as bank overdraft outside of the Trust Account as of September 30, 2025[243]. - Total withdrawals from the Trust Account for taxes amounted to $1,045,248 through September 30, 2025[244]. - As of September 30, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[255]. - The Company issued multiple Working Capital Notes totaling $2,608,430 as of September 30, 2025[256]. - The outstanding amount under Working Capital Notes was $2,608,430, compared to $1,740,966 as of December 31, 2024, indicating a significant increase[265]. - The Backstop Agreement guarantees any deficiency of restricted cash as of September 30, 2025[257]. - The Company has no long-term debt or capital lease obligations as of September 30, 2025[259]. Business Combination and Mergers - The company entered into a merger agreement with Evolution Metals LLC, with the merger expected to be completed by September 30, 2025[218][222]. - The CMR Merger Agreement includes a cash consideration of $125,000,000 and 22,500,000 shares of New EM Common Stock for the shareholders of Critical Mineral Recovery, Inc.[226]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[213]. - The Company intends to complete a Business Combination before the mandatory liquidation date of December 30, 2025[247]. Regulatory and Compliance - The company is currently quoted on OTCQB after being removed from Nasdaq due to non-compliance with listing requirements[216]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[267]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures under the Exchange Act[275]. Accounting and Financial Reporting - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[271]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[272]. - ASU 2023-07, effective December 31, 2024, requires additional disclosures on segment expenses and performance measures, which the company has adopted in its financial statements[273]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[274]. Operational Risks - The company faces potential adverse impacts on operations due to economic uncertainties, including inflation, supply chain disruptions, and geopolitical instability, which could affect the ability to complete an initial business combination[266]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately, impacting the carrying value of redeemable common stock[269].