WTMA Welsbach Technology Metals Acquisition Corporation

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

December 11, 2023 (December 7, 2023)

Date of Report (Date of earliest event reported)

 

Welsbach Technology Metals Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41183		87-1006702
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

160 S Craig Place

Lombard, Illinois 60148

(Address of Principal Executive Offices, including zip code)

 

Registrant’s telephone number, including area code: (217) 615-1216

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock		WTMAU		The Nasdaq Stock Market LLC
Common Stock, $0.0001 par value per share		WTMA		The Nasdaq Stock Market LLC
Rights, each exchangeable into one-tenth of one share of Common Stock		WTMAR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 7, 2023, Welsbach Technology Metals Acquisition Corp., (the “Company” or “WTMA”) received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company, which is currently on Nasdaq Global Market (“NGM”) tier, no longer complies with the requirements of Nasdaq Listing Rule 5450(b)(2)(A) (the “NGM Rule”) for continued listing on Nasdaq. Under the NGM Rule, the Company is required to maintain at least $50,000,000 market value of listed securities (the “NGM MVLS Requirement”).

 

The Notice indicates that the Company has 180 calendar days (the “Deadline”) to regain compliance. The Company intends to regain compliance with the continued listing requirement on Nasdaq prior to the Deadline by transferring its listing from Nasdaq Global Market tier to Nasdaq Capital Market (“NCM”) tier whereby the Company will no longer be subject to Nasdaq Listing Rule 5450(b)(2)(A) and will become subject to Nasdaq Listing Rule 5550(b)(2)(A) (the “NCM Rule”). Under the NCM Rule, the Company will be required to maintain $35,000,000 market value of listed securities (the “NCM MVLS Requirement”), which the Company will comply with. However, there can be no assurance that the Company will be able to transfer its listing from Nasdaq Global Market tier to Nasdaq Capital Market tier and/or ultimately be able to regain and/or maintain compliance with the NCM MVLS Requirement.

 

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. 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. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and WTMA assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. WTMA does not give any assurance that it will achieve its expectations.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT INDEX

 

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 11, 2023
Welsbach Technology Metals Acquisition Corp.
By:	/s/ Christopher Clower
Name:	Christopher Clower
Title:	Chief Operating Officer and Director

 

 

2

 

v3.23.3

Cover	Dec. 07, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Entity File Number	001-41183
Entity Registrant Name	Welsbach Technology Metals Acquisition Corp.
Entity Central Index Key	0001866226
Entity Tax Identification Number	87-1006702
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	160 S Craig Place
Entity Address, City or Town	Lombard
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60148
City Area Code	217
Local Phone Number	615-1216
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Share Of Common Stock 0. 0001 Par Value And One Right To Receive Onetenth Of One Share Of Common Stock [Member]
Title of 12(b) Security	Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock
Trading Symbol	WTMAU
Security Exchange Name	NASDAQ
Common Stock 0. 0001 Par Value Per Share [Member]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	WTMA
Security Exchange Name	NASDAQ
Rights Each Exchangeable Into Onetenth Of One Share Of Common Stock [Member]
Title of 12(b) Security	Rights, each exchangeable into one-tenth of one share of Common Stock
Trading Symbol	WTMAR
Security Exchange Name	NASDAQ

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