EMAT

Business Context and Reporting Period

This Form 8-K filing by Welsbach Technology Metals Acquisition Corp. (WTMA) reports events occurring on March 24, 2023. WTMA is a Special Purpose Acquisition Company (SPAC) engaged in a proposed business combination with WaveTech Group, Inc. The filing details the results of a special stockholder meeting held to approve extensions of the deadline to consummate the merger.

Key Financial Metrics and Liquidity

• Trust Account Balance: Approximately $37.7 million remaining after redemptions.
• Redemption Activity: 4,097,964 shares were redeemed at approximately $10.38 per share, totaling approximately $42.5 million.
• Pre-Redemption Trust Balance: Approximately $80.2 million as of March 3, 2023.
• Extension Payment Terms: $125,000 per month to be deposited into the trust account for each month of extension, funded via non-interest bearing, unsecured promissory notes convertible into units at $10.00 per unit.
• Outstanding Shares: 10,011,662 shares entitled to vote as of the January 31, 2023 record date.

Material Changes and Corporate Actions

• Extension of Combination Period: Stockholders approved extending the deadline to consummate a business combination from March 30, 2023, to up to September 30, 2023.
• Merger Agreement Amendment: The agreement with WaveTech Group, Inc. was amended to extend the performance deadline to April 30, 2023, contingent upon the Company's charter extension.
• Charter and Trust Amendments: Both the Certificate of Incorporation and the Investment Management Trust Agreement were amended to facilitate the extension and the issuance of extension notes.
• Auditor Ratification: Stockholders ratified the selection of UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022.

Voting Results

Outlook, Risks, and Contingencies

Outlook: The Company intends to file a Form S-4 registration statement containing a proxy statement/prospectus regarding the proposed transaction with WaveTech. The merger is subject to the satisfaction of conditions, including regulatory approvals and the completion of a PIPE investment.

Risks and Contingencies:

• Transaction Completion: Risks include failure to complete the transaction by the new deadline, failure to satisfy merger conditions, or termination of the Merger Agreement.
• Capital Structure: The transaction relies on the ability to complete a PIPE investment and maintain the minimum trust account balance.
• Market Volatility: Security prices may be volatile due to competitive industry changes, regulatory shifts, or general economic conditions.
• Operational Disruption: Potential disruption to WaveTech's business relationships and employee retention during the transaction process.

Investor Verification Checklist

• Verify the final trust account balance of $37.7 million against the minimum threshold required to consummate the merger.
• Confirm the status of the Form S-4 filing and the proxy statement/prospectus for detailed transaction terms.
• Monitor the progress of the PIPE investment and regulatory approvals required for the WaveTech merger.
• Review the terms of the extension notes (convertible at $10.00/unit) and their potential dilution impact.
• Assess the risk of the merger failing to close by the April 30, 2023, or September 30, 2023, deadlines.