WaveTech Group, Inc. executed the term sheet to acquire Welsbach Technology Metals Acquisition Corp. (NasdaqGM:WTMA) from Welsbach Acquisition Holdings LLC and others in a reverse merger transaction for approximately $330 million on August 30, 2022. WaveTech Group, Inc. entered into a definitive agreement to acquire Welsbach Technology Metals Acquisition Corp. (NasdaqGM:WTMA) from Welsbach Acquisition Holdings LLC and others in a reverse merger transaction on October 31, 2022. The business combination values the combined entity at an estimated pro forma enterprise value of $228 million at close, assuming no redemptions by WTMA shareholders and before deducting anticipated transaction expenses. The transaction includes an earn-out provision that would allow Qualified Stockholders (as defined in the Merger Agreement) of WaveTech to receive up to an additional 17.5 million shares if certain share price or financial targets are met. Pursuant to the merger agreement, WaveTech will become a subsidiary of WTMA. After the closing, WaveTech stockholders are expected to retain a majority of the outstanding shares of the combined company and WaveTech will designate a majority of the members of the board of directors of the combined company. As a result of the Transaction, the combined company is expected to be renamed WaveTech Group, Inc. and remain listed on the Nasdaq Stock Market under the proposed ticker symbol WTG. Following the close of the Transaction, the combined company will continue to be led by WaveTech founder, Dag A. Valand, as Chief Executive Officer and Chairman. The Board of Directors of WaveTech shall consist of seven (7) directors, who shall initially include: (i) four (4) director nominees designated by WTMA and reasonably acceptable to WaveTech; (ii) two (2) director nominees mutually agreed by WaveTech and WTMA; and (iii) one (1) director nominee to be designated by WaveTech and reasonably acceptable to WTMA. As part of agreement, executive Director and Chief Operating Officer Christopher Clower of Welsbach Technology Metals is joining the new WaveTech board. The seven directors are Rudolf Martin Siegers, Barbara W. Steen, John A. Howes, Ralph Welpe, Dag Arild Valand, Silas Poel and Christopher Clower. Upon closing of the WTMA and WaveTech merger, the existing members of WTMA’s board, other than Mr. Clower and Mr. Welpe, will resign.

The WaveTech and WTMA Boards of Directors have unanimously approved the Transaction, subject to, among other things, regulatory approvals, the approval by WTMA and WaveTech stockholders, aggregate available cash following any WTMA shareholder redemptions and completion of planned financings by WaveTech and WTMA resulting in at least $25 million net cash at closing, as described in the Merger Agreement, effectiveness of the proxy statement/registration statement on Form S-4, receipt of approval for listing on The Nasdaq Stock Market of the shares of WTMA Common Stock to be issued, the Available Cash shall be no less than the Minimum Available Cash Amount and satisfaction or waiver of other customary closing conditions. As of March 7, 2023, the special meeting to be held on March 24, 2023. The deal is expected to be completed in the first quarter of 2023. WTMA has approved an extension of the time period to consummate a Business Combination to March 30, 2023. Welsbach approved an extension of the time period to consummate a Business Combination to and including April 30, 2023.

M. Ali Panjwani and Eric M. Hellige of Pryor Cashman LLP is serving as legal advisor to WaveTech in connection with the Transaction. Chardan is serving as M&A and capital markets advisor to WTMA in connection with the transaction. David Silverman and Tim Pitrelli of Cooley LLP is serving as legal advisor and due diligence provider to WTMA in connection with the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to WTMA. Morrow Sodali LLC acted as proxy solicitor to Welsbach Technology Metals. WTMA has agreed to pay Morrow Sodali LLC a fee of $27,500 plus disbursements (to be paid with non -trust account funds).

WaveTech Group, Inc. cancelled the acquisition of Welsbach Technology Metals Acquisition Corp. (NasdaqGM:WTMA) from Welsbach Acquisition Holdings LLC and others in a reverse merger transaction on June 15, 2023.