WELSBACH TECHNOLOGY METALS ACQUISITION CORP. References in this report to the "Company," "Welsbach," "our," "us" or "we"
refer to
All statements other than statements of historical fact included in this Annual Report including, without limitation, statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report.
Overview
We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more target businesses. We intend to effectuate our business combination using cash from the proceeds of our initial public offering and the sale of the placement units that occurred simultaneously with the completion of our IPO, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
Recent Developments
On
Merger Agreement
On
The Merger & Consideration
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the "Business Combination"):
(i) prior to the effective time of the Merger, each share of the Series A
preferred stock of WaveTech, par value
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(ii) at the closing of the transactions contemplated by the Merger Agreement (the "Closing"), upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law, as amended (the "DGCL"), Merger Sub will merge with and into WaveTech, the separate corporate existence of Merger Sub will cease and WaveTech shall continue as the surviving corporation and a wholly owned subsidiary of WTMA (the "Merger");
(iii) as a result of the Merger, among other things, all outstanding shares of
capital stock of WaveTech (after giving effect to the WaveTech Preferred
Conversion) (other than (A) treasury shares, (B) dissenting shares and
(C) shares of capital stock of WaveTech subject to stock awards) will be
canceled and converted into the right to receive newly issued shares of common
stock, par value
(iv) the Company will immediately be renamed
Registration Rights Agreement
At the closing of the Business Combination, the Sponsor and certain other
investors party thereto (collectively, the "Holders") will enter into a
registration rights agreement (the "Registration Rights Agreement") with the
Company, pursuant to which, among other things, (i) the Company's existing
registrant rights agreement will be terminated, (ii) the Company will file with
the
The foregoing summary of the Registration Rights Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the form of the
Registration Rights Agreement, a copy was filed as Exhibit 10.1 to the Current
Report on Form 8-K filed with the
Sponsor Support and Lock-up Agreement
On
Under the Sponsor Support and Lock-up Agreement, the Sponsors also agreed not
to, without the prior written consent of WaveTech and the board of directors of
the Company (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, file (or participate in the filing of) a
registration statement with the
The foregoing summary of the Sponsor Support and Lock-up Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
Sponsor Support and Lock-up Agreement, a copy was filed as Exhibit 10.2 to the
Current Report on Form 8-K filed with the
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Shareholder Support and Lock-up Agreement
On
Under the Shareholder Support and Lock-up Agreement, the Company
Stockholders also agreed not to, without the prior written consent of WaveTech
and the board of directors of the Company (i) sell, offer to sell, contract or
agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, file (or participate
in the filing of) a registration statement with the
The foregoing summary of the Shareholder Support and Lock-up Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
Shareholder Support and Lock-up Agreement, a copy was filed as Exhibit 10.3 to
the Current Report on Form 8-K filed with the
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities for the nine months ended
For the three and nine months ended
For the three months ended
Liquidity and Capital Resources
On
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Simultaneously with the closing of the IPO, the Company consummated the sale of
347,500 private placement units ("Private Placement Units") at a price of
The Company granted the underwriters a 45-day option to purchase up to 1,125,000
Units to cover Over-allotment, if any. On
Upon the closing of the Over-allotment on
Offering costs for the IPO amounted to
For the period ended
At
At
We monitor the adequacy of our working capital in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
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Related Party Transactions
Promissory Note -
On
Related Party Loans
In addition, in order to finance transaction costs in connection with a Business
Combination, certain of the Company's officers and directors may, but are not
obligated to, loan the Company funds as may be required ("Working Capital
Loans"). If the Company completes a Business Combination, the Company would
repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid
only out of funds held outside the Trust Account. In the event that a Business
Combination does not close, the Company may use a portion of proceeds held
outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have
not been determined and no written agreements exist with respect to such loans.
The Working Capital Loans would either be repaid upon consummation of a Business
Combination, without interest, or, at the lender's discretion, up to
Convertible Promissory Note -
On
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of
Contractual obligations
We do not have any long-term debt, capital lease obligations or operating lease obligations.
The underwriters were paid a cash underwriting discount of
The Company issued a promissory note in the principal amount of
Common Stock Subject to Possible Redemption
We account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of our balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Net Loss per Share of Common Stock
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. The Company's
public common shares have a redemption right, which differ from the common
shares that the sponsors hold. Accordingly, the Company has effectively two
classes of shares, which are referred to as public common shares and Founder
Shares. Income and losses are shared pro rata between the two classes of shares.
Net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period, excluding shares
of common stock subject to forfeiture by the Sponsor. At
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Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business
combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in the
JOBS Act
On
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
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