Welsbach Technology Metals Acquisition Corp.

06/27/2025 | Press release | Distributed by Public on 06/27/2025 14:50

Material Agreement, Proxy Results (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As approved by its stockholders at the Extension Special Meeting (as defined below), on June 26, 2025, Welsbach Technology Metals Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company entered into an amendment (the "Trust Agreement Amendment") to the Investment Management Trust Agreement, dated December 27, 2021, as previously amended, by and between Continental Stock Transfer & Trust Company and the Company (the "Trust Agreement"), to permit the Extension (as defined below).

The foregoing summary of the Trust Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Trust Agreement Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Business Combination Special Meeting

On June 26, 2025, the Company held a special meeting of its stockholders (the "Business Combination Special Meeting"). On May 19, 2025, the record date for the Business Combination Special Meeting, there were 3,366,765 shares of common stock of the Company entitled to be voted at the Business Combination Special Stockholder Meeting, approximately 94.13% of which were represented in person or by proxy at the Business Combination Special Meeting.

The final results for each of the matters submitted to a vote of the Company's stockholders at the Business Combination Special Meeting are as follows:

1. Merger Agreement Proposal

The stockholders approved the proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024, as amended by the Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of November 11, 2024, as amended by the Amendment No. 2 to Amended and Restated Agreement and Plan of Merger, dated February 10, 2025, as amended by the Amendment No. 3 to Amended and Restated Agreement and Plan of Merger, dated March 31, 2025, and as amended by the Amendment No. 4 to Amended and Restated Agreement and Plan of Merger, dated June 11, 2025 (as it may be further amended or supplemented from time to time, the "Merger Agreement"), by and among the Company, WTMA Merger Subsidiary LLC ("Merger Sub") and Evolution Metals LLC ("EM"), and the transactions contemplated thereby (the "Business Combination"). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into EM, with EM surviving the Merger as a wholly owned subsidiary of the Company, which is expected to change its name to Evolution Metals & Technologies Corp ("New EM") upon consummation of the Business Combination, in accordance with the terms and subject to the conditions of the Merger Agreement. The voting results were as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES
3,169,159 0 0 N/A
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