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 and interest income of $236,364[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 and IPO - 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 each, simultaneously with the IPO[236]. - The underwriters partially exercised their over-allotment option, generating an additional $2,276,860 from the purchase of 227,686 units on January 14, 2022[237]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[239]. - The underwriters received a cash underwriting discount of $1,545,537 and deferred underwriting commissions of $2,704,690 from the IPO[259]. Business Operations and Future Plans - The company has not engaged in any operations or generated operating revenues to date, with non-operating income coming from interest on cash held in the Trust Account[230]. - The company entered into a merger agreement with Evolution Metals LLC on April 1, 2024, which is subject to various amendments and conditions[218]. - The CMR Merger Agreement includes a provision for shareholders of Critical Mineral Recovery, Inc. to receive 22,500,000 shares of New EM Common Stock and $125,000,000 in cash[226]. - The company has incurred significant costs in pursuit of its acquisition plans and does not assure the success of completing a business combination[213]. - The company may need to raise additional capital to meet working capital needs and complete a Business Combination[246]. - Management raised substantial doubt about the Company's ability to continue as a going concern through December 30, 2025, without completing a Business Combination[247]. Financial Position and Cash Flow - 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 promissory notes to the Sponsor, with principal amounts totaling $1,000,000 across various notes[263]. - As of September 30, 2025, 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 of approximately 50%[265]. Economic and Regulatory Environment - 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]. - 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]. - 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]. Accounting Standards and Estimates - 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 as of December 31, 2024, requires additional disclosures on segment expenses and performance measures, which have been adopted in the company's financial statements[273]. - The company does not believe that any other recently issued accounting standards will have a material effect on its financial statements[274]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures under the Exchange Act[275].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2025 Q3 - Quarterly Report