WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Item 7.01 Regulation FD Disclosure.
As previously announced,
Furnished as Exhibits 99.1 - 99.3 are copies of certain presentation materials,
dated
The information in this Item 7.01 and Exhibits 99.1- 99.3 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between
WaveTech and WTMA. This Current Report on Form 8-K is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of WaveTech, the
combined company or WTMA, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of 1933, as
amended. WTMA intends to file the Form S-4 with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
Participants in the Solicitation
WTMA and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from WTMA's shareholders in connection with the
proposed transaction. A list of the names of the directors and executive
officers of WTMA and information regarding their interests in the business
combination is set forth in WTMA's annual report on Form 10-K for the year ended
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are "forward looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Such "forward-looking
statements" with respect to the proposed transaction between WaveTech and WTMA
include statements regarding the benefits of the transaction, the anticipated
timing of the transaction and the products and markets of WaveTech. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be," "will
continue," "will likely result," and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Current
Report on Form 8-K, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of WTMA's securities, (ii) the risk that the
transaction may not be completed by WTMA's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by WTMA, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the Merger Agreement by the
shareholders of WTMA, the satisfaction of the minimum amount in the trust
account following redemptions by WTMA's public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a third party
valuation in determining whether or not to pursue the proposed transaction, (v)
the inability to complete the PIPE investment, (vi) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement, (vii) the effect of the announcement or pendency of the
transaction on WaveTech's business relationships, operating results, and
business generally, (viii) risks that the proposed transaction disrupts current
plans and operations of WaveTech and potential difficulties in Company employee
retention as a result of the transaction, (ix) the outcome of any legal
proceedings that may be instituted against WaveTech or against WTMA related to
the Merger Agreement or the proposed transaction, (x) the ability to maintain
the listing of WTMA's securities on a national securities exchange, (xi) the
price of WTMA's securities may be volatile due to a variety of factors,
including changes in the competitive and regulated industries in which WTMA
plans to operate or WaveTech operates, variations in operating performance
across competitors, changes in laws and regulations affecting WTMA's or
WaveTech's business, WaveTech's inability to implement its business plan or meet
or exceed its financial projections and changes in the combined capital
structure, (xii) changes in general economic conditions, including as a result
of the COVID-19 pandemic, and (xiii) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the registration
statement on Form S-4 discussed above, the proxy statement/prospectus and other
documents filed or that may be filed by WTMA from time to time with the
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