Welsbach Technology Metals Acquisition Corp. *

Welsbach Technology Metals Acquisition Corp. *

Dec 2, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Evolution Metals and Technologies

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Welsbach Technology Metals Acquisition Corp. proposes to combine with Evolution Metals and Technologies.

EM LLC is a refining, techonology and specialty chemicals company committed to establishing a secure, reliable global supply chain for critical minerals and materials. Its strategy is to acquire and further develop processing facilities to produce essential materials for electric vehicles, electronics, environmental technologies and aerospace and defense applications. EM aims to support the creation of jobs, industry and manufacturing to promote a greener future by providing custom solutions to support its clients globally.


SUBSEQUENT EVENT – 8/1/24 – LINK

  • PIPE Anchor Equity Investment
    • $500 million which is 25% of the target PIPE raise of US$2 billion.
      • Details on the PIPE agreement have not been specified at this time.
  • Debt Facility
    • Up to $6.2 billion to EM&T or to a subsidiary of EM&T guaranteed, inter alios, by EM&T to be consummated concurrently with the Closing.
      • Available for up to 10 years after the Closing.
      • EM&T is required to fund a DSRA with an amount equal to 6- months projected interest in connection with the Debt Facility.
      • Loan-to-Value Ratio: shall not exceed [?]%, computed as (a) outstanding consolidated debt divided by (b) gross consolidated value of EM&T, as independently appraised by valuation advisor.
      • Leverage Ratio: shall not exceed [?]x, computed as (a) outstanding consolidated debt divided by (b) last twelve months’ earnings before interest, tax, depreciation, and amortization (“LTM EBITDA”)
      • Interest Coverage Ratio: shall not be less than [?]x, computed as (a) LTM EBITDA divided by (b) last twelve months’ gross consolidated aggregate interest payable.
      • Minimum Liquidity Requirement: EM&T shall keep at least US$[?] million of cash liquidity at all times, without taking into account available or undrawn amount of the Debt Facility and balance of the DSRA.
  • Advisors
    • Cohen & Company Capital Markets is a financial advisor for Evolution Metals LLC and Welsbach Technology Metals Acquisition Corp.

EXTENSION – 7/5/24 – LINK

  • The SPAC approved the extension from June 30, 2024 to June 30, 2025.
    • 1,090,062 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.
  • The SPAC entered into a Non-Redemption Agreement for 1,125,000 Shares in exchange for an aggregate of 337,500 Founder Shares.

SUBSEQUENT EVENT – 6/20/24 – LINK

  • The SPAC intends on entering into Non-Redemption Agreements before the extension vote.
  • Cohen & Company Capital Markets division (“CCM”) will act as the Company’s financial advisor and lead capital markets advisor.

TRANSACTION

  • WTMA and EM will announce additional details regarding the Transaction in the coming weeks.

SPAC FUNDING

  • The SPAC will work with investors to sign a subscription agreement prior to the Closing.

LOCK-UP

  • Sponsor and Company
    • 50% of the share six months after the business combination or if the share price equals or exceeds $12.50 for 20/30 trading days
    • 50% six months after the business combination

NOTABLE CONDITIONS TO CLOSING

  • The transaction is subject to, among other things, tax review, as well as other auditing, corporate, regulatory and stock exchange requirements.
  • Acquirer shall have at least $0 of Minimum Available Closing Cash.

NOTABLE CONDITIONS TO TERMINATION

  • By either party if the Closing does not occur by June 30, 2025 (Outside Date)

ADVISORS

  • Company
    • Cohen & Company Capital Markets division (“CCM”) will act as the Company’s financial advisor and lead capital markets advisor. – LINK
  • SPAC
    • Cohen & Company Capital Markets is a financial advisor for Evolution Metals LLC. – LINK

LETTER OF INTENT – 3/22/24 – LINK

  • The SPAC announced that it has signed a binding letter of intent with respect to a business combination transaction with Evolution Metals LLC.

LETTER OF INTENT – 1/25/24 – LINK

  • The SPAC entered into non-binding letter of intent with respect to a business combination transaction with Evolution Metals Corp, a trading company formed in January 2020 to counter the global critical mineral supply chain crisis.
  • EMC has developed an alternative supply and value chain, including oxide beneficiation, for Technology Metals, including Rare Earths, utilizing the technical, marketing, and production resources in the United States, Korea, Australia, Vietnam, and the Democratic Republic of the Congo, exclusively outside of China.

EXTENSION – 10/3/23 – LINK

  • The SPAC approved the extension from September 30, 2023 to June 30, 2024.
    • 1,456,871 shares were redeemed at the meeting for $10.82 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 10/3/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 2,432,185 shares
    • The Sponsor will transfer 535,079 ordinary shares of the Combined Company immediately following the consummation of an initial business combination if the non-redemption shareholders continue to hold such Non-Redeemed Shares through the Special Stockholder Meeting.

SUBSEQUENT EVENT – 9/25/23 – LINK

  • Welsbach Technology Metals Acquisition Corp. (the “Company” or “WTMA”) and Welsbach Acquisition Holdings LLC (the “Sponsor”) will ask WTMA shareholders at a special meeting (the “Special Stockholder Meeting”) to approve extending the time to complete the initial business combination (the “Extension Amendment Proposal”).
    • As part of the proposal, WTMA plans to discuss a potential incentive for existing shareholders who agree not to redeem certain shares of WTMA common stock (the “Non-Redeemed Shares”) at the Special Stockholder Meeting

LETTER OF INTENT – 9/11/23 – LINK

  • Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) (“WTMAC”) revealed today its signing of a non-binding LOI for a business merger with a critical materials entity (“the Target”).
    • The goal is for the post-transaction WTMAC to own 100% of the Target, with the exact structure pending due diligence and various other considerations.

The below-announced combination was terminated on 6/16/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: WaveTech Group, Inc. [TERMINATED]

ENTERPRISE VALUE: $228 million
ANTICIPATED SYMBOL: WTG

Welsbach Technology Metals Acquisition Corp. proposes to combine with WaveTech Group, Inc., a company with a core focus on innovative battery technologies.

WaveTech is a technology company specializing in next-generation battery-enhancing technologies. WaveTech has a strong portfolio of technologies and a robust scientific foundation that allows the Company to substantially enhance all aspects of a battery’s life cycle; from production, use and maintenance, to its eventual recycling — improving overall performance, quality and costs. A perfect solution for energy storage applications. WaveTech is a Delaware corporation with operations in the U.S., Germany, Bulgaria and Turkey.


EXTENSION – 3/28/23 – LINK

  • The SPAC approved the extension from March 25, 2023 to September 30, 2023.
    • 4,097,964 shares were redeemed.
    • $125K per month will be deposited into the trust account

EXTENSION – 9/27/22 – LINK

  • The SPAC will extend its deadline until December 30, 2022, and deposit $0.10/Share into the trust account.

TRANSACTION

  • The business combination values the combined entity at an estimated pro forma enterprise value of $228 million at the close, assuming no redemptions by WTMA shareholders and before deducting anticipated transaction expenses.
  • The WaveTech and WTMA Boards of Directors have unanimously approved the Transaction, which is expected to be completed in the first quarter of 2023

WELS


PIPE

  • There is no PIPE for this transaction

EARNOUT

  • The transaction includes an earn-out provision that would allow Qualified Stockholders of WaveTech to receive up to an additional 17.5 million shares if certain share price or financial targets are met:
    • 2023 ($12.50) – 3.75M Shares
    • 2024 ($15.00) – 3.75M Shares
    • 2026 ($20.00) – 5.0M Shares
    • 2028 ($30.00) – 5.0M Shares
    • or, in the case of the 2023 and 2024 earn-outs, if certain revenue and EBITDARD targets are met:
      • if 2023 audited revenue reaches $23.7 million and 2023 EBITDARD is equal to or better than $(350,000);
      • if 2024 audited revenue reaches $54.8 million and 2024 EBITDARD reaches $16.9 million.
        • All financial targets are subject to adjustment in the event of acquisitions.

LOCK-UP

  • Sponsor and Company
    • 180 days from the Closing Date and the date the share price equals or exceeds $12.50 for any 20/30 trading days

NOTABLE CONDITIONS TO CLOSING

  • The 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

NOTABLE CONDITIONS TO TERMINATION

  • (a) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Governmental Order that has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger and
  • (b) in the event of certain uncured breaches by the other party or if the Closing has not occurred on or before March 31, 2023, unless the terminating party is in material breach hereof.

ADVISORS

  • 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.
  • Cooley LLP is serving as legal advisor to WTMA in connection with the Transaction.

MANAGEMENT & BOARD


Executive Officers

Daniel Mamadou, 50
Chief Executive Officer and Chairman of the Board of Directors

Daniel Mamadou is the CEO of Welsbach Holdings Pte Ltd, a Technology Metals specialist advisor and merchant bank, which Mr. Mamadou founded in January 2021. From January 2015 to December 2020 Mr. Mamadou led Talaxis as Executive Director. Mr. Mamadou founded Talaxis, the Technology Metals group within Noble Group, shortly after joining Noble Group in January 2015. From 2011 to 2014 Mr Mamadou was an investment banker at Nomura Securities, as Head of the Corporate Solutions and Financing Group for the Asia-Pacific region. At Nomura, Mr. Mamadou led a team of 35 investment bankers that covered the region, delivering derivatives and capital markets solutions to their client base in the Asia-Pacific region. From 2003 to 2011, Daniel was the head of the Corporate Markets and Treasury Solutions team at Deutsche Bank in Hong Kong, covering Asia-Pacific. From 2001 to 2003, Mr. Mamadou was an independent financial advisor and invested his own capital as a principal. From 1999 to 2001, Mr. Mamadou worked for Goldman Sachs within the FICC division in London. From 1997 until 1999, Mr. Mamadou was at Deutsche Bank in London, on the fixed income derivatives structuring desk for Iberia. While leading the Corporate Markets and Treasury Solutions team at Deutsche Bank, Mr. Mamadou and his team achieved the number two position in the Asia ex Japan fixed income league tables (including Bonds, Investment Grade and Corporate High Yield) over a four year period from 2008 – 2011, raising approximately $40 billion of capital across sectors.


Christopher Clower, 55
Chief Operating Officer and Director

Christopher Clower is an executive director and COO of Welsbach Holdings Pte Ltd since March 2021. Mr. Clower also sits as an independent director on a number of boards in Southeast Asia. Since 2014, Mr. Clower has been an independent director of Malacca Trust Pte Ltd, a holding company in Singapore which is the majority owner of one of the leading asset management firms in Indonesia as measured by assets under management. Also, since 2014, Mr. Clower has been an independent commissioner on the board of PT Batavia Prosperindo Finance Tbk, an Indonesia consumer finance company listed on the Indonesia Stock Exchange. From 2010 to 2014, Mr. Clower was an independent advisor and principal investor of his own capital. From 2008 to 2010, Mr. Clower co-founded, built and sold PT Manoor Bulatn Lestari, an Indonesian resource company and achieved 30x MOIC in two years for himself and his investors. Prior to this, Mr. Clower was Managing Director and Head of Corporate Finance in Merrill Lynch for Southeast Asia. From 1998 to 2009, Mr. Clower worked at Merrill Lynch and raised over $4 billion of capital in the resources space. Mr. Clower also worked at Deutsche Bank from 1997 to 1998, at Bankers Trust from 1994 to 1997, and at Crane Nuclear Valves from 1991 to 1994. Prior to working in the finance industry, Mr. Clower was an intelligence officer for the United States Air Force, serving at Clark Air Base in the Philippines with the 90th Tactical Fighter Squadron.


John Stanfield, 40
Chief Financial Officer

John Stanfield, CPA, will serve as Chief Financial Officer upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Stanfield has significant experience with U.S. GAAP, finance, operations, and taxation demonstrated over several years and several billion dollars of enterprise value in the private equity and alternative asset industry. He is the founder of Stanfield & Associates, LLC, a boutique consulting and full-service public accounting firm concentrated on outsourced Chief Financial Officer services for special purpose acquisition corporations, private equity fund managers, and family offices in the United States and internationally. Prior to founding Stanfield & Associates, LLC, Mr. Stanfield held audit positions at RSM US and Ernst & Young, LLP.


Sergey Marchenko, 52
Vice President

Sergey Marchenko is currently the CEO of Goldman Shapiro & Marcus LLC, a newly formed investment company. From 2016 to 2021, Mr. Marchenko has been developing and building multi-story residential developments in the suburbs of Moscow. From 1996 to 2016, Mr. Marchenko founded and built his first company LandOS, which is a real estate developer of some of the largest and most innovative malls and office centers in Moscow, including Troyka Trade Center Mall, Gagarinsky Trade Mall, Veshky Mall and a number of office centers in Moscow and other cities in Russia. From 2001 to 2004, Mr. Marchenko was a Vice President of GlavMosStroy Joint Stock Company, one of the largest development and construction companies in Eastern Europe as measured by revenue, with annual revenue over US$12bn. From 1999 to 2012, Mr. Marchenko founded of a number of real estate development firms in Eastern Europe, specializing in the commercial and residential sub-sectors, including Eurostroy, with a current market capitalization over US$2.3 bn and TCS Joint Stock Company (“TCS”), with a current market capitalization of over US$1.3bn. TCS specializes in real estate development construction as well as extraction and processing of non-metallic materials for construction.



Board of Directors

Matthew Rockett, — [Appointed]
Director

Matthew Rockett has over two decades of industry experience working for one of the world’s largest fully integrated energy companies. Mr. Rockett most recently serves as the Manager of Competitive Performance for Chevron’s Mid-Continent Business Unit in Houston, Texas, where he oversees the Competitive Performance program. He is responsible for stewarding a $100MM+ pilot and technology program in asset development and base operations to drive step-change improvements in key impact metrics in the Permian Basin. Previously, Mr. Rockett held the position of Management Advisor, Subsurface, at Chevron Technical Center, advising the Vice President of Subsurface. He also served as the Supervisor of Production Engineering for TengizChevroil in Kazakhstan, managing the Staff Production Engineering team and optimizing various programs including the capital workover rig program, new & existing well stimulation program, and the plug & abandonment program. As the Manager of Reservoir Management Framework for Chevron’s IndoAsia Business Unit in Indonesia, Mr. Rockett led the strategic development program, providing reservoir management guidance and standards for long-term asset development, and overseeing the business unit reserves reporting process. His earlier roles at Chevron included Advisor, Heavy Oil in Indonesia, Project Manager for Special Projects in California, Supervisor of Production Operations in Lost Hills, Advisor for Asset Development, and Reservoir Engineer for Kern River, among others. Mr. Rockett began his career at Chevron as a Production Engineer Intern in the Mid-Continent Business Unit and later the Gulf of Mexico Business Unit. Matthew Rockett holds a Bachelor of Science in Petroleum Engineering from The University of Texas at Austin. His extensive professional experience and leadership capabilities have established him as a key figure in the energy sector, driving innovation and operational excellence across Chevron’s global operations.


Emily King, 39 [Resigned]
Director

Emily King has agreed to serve as one of our directors effective upon the consummation of this offering. Ms. King is the founder of Prospector, a new search engine for the mining industry, which she founded in February 2020, and is CEO of Global Venture Consulting, which Ms. King founded in 2013. Global Venture Consulting (GV) is a natural resource consulting firm specializing in bringing technology solutions to emerging and frontier markets with a focus on Afghanistan and Central Asia, the Middle East and North Africa. Since 2013, GV has worked with clients and partners to accelerate innovation and incorporate disruptive technology into the collection and interpretation of geologic data. Prior to founding Global Venture Consulting and Prospector, from 2010 to 2013, Ms. King was the Director of Natural Resources for an economic development task force in the U.S. Department of Defense. In this role, Ms. King oversaw a $40 million per year mineral resource exploration and investment group for the Pentagon, in partnership with the Afghanistan Government and the U.S. Geological Survey. Her team conducted exploration on fifteen mineral deposits throughout Afghanistan and tendered four copper and gold exploration assets. For her leadership of this program, Ms. King was awarded the Secretary of Defense Medal for Outstanding Public Service and the Global War on Terrorism Award. King holds leadership positions in industry organizations and at the board level, including Women in Mining USA, Director at VVC Exploration, Fellow at New America, Board Member of World Trade Center Kabul and the Afghanistan Mining Think Tank. In 2020, Ms. King was awarded the Medal of Merit from the American Mining Hall of Fame.


Dr. Ralph Welpe, 50 [Resigned 10/11/23]
Director

Dr. Ralph Welpe has agreed to serve as one of our directors effective upon the consummation of this offering. Dr. Welpe joined Julius Baer in December 2017 and was Head of Strategic Client Management until leaving in December 2020. Since then, Dr Welpe has been advising Time Partners Limited, a specialist merchant banking firm focusing on global private markets. Since 2015, Dr. Welpe also holds a position as Co-Founder and Chairman of iAlpha AG based in Switzerland and United Kingdom — a private community of international professional investors. In addition, since 2015, Dr. Welpe has advised several start-ups on expansion strategies and how to connect with financial institutions and ultra-highnet-worth individuals. Dr. Welpe also advised an ultra-highnet-worth family office on establishing a multi-generational Family Office. Prior to the above, Dr. Welpe had 15 years of extensive work experience in the banking sector with Deutsche Bank, where he started in the M&A and Corporate Finance division in 2004 and by 2007 became Chief of Staff of Asia Pacific. He also served in Deutsche Bank as UK Regional Management in 2009 and became the Head of Corporates & Entrepreneurs Senior Relationship Management in 2010.


Matthew T. Mrozinski, 46 [Resigned 10/13/23]
Director

Matthew T. Mrozinski is a Managing Director and Partner at Chardan, a full service investment bank headquartered in New York. Since June 2015, Mr. Mrozinski has been the global head of mergers and acquisitions for Chardan where he oversees the coordination and execution of the firm’s merger and acquisition advisory and associated capital formation services focusing on small and medium-sized businesses. From 1998 until 2000, Mr. Mrozinski was an associate in the investment banking division at TD Securities (USA) a wholly-owned subsidiary of TD Bank. From 2000 until 2003, he was an associate in the mergers and acquisitions group at JPMorgan in New York and Hong Kong. Mr. Mrozinski was a Vice President of acquisitions and capital formation for Colony Capital based in Hong Kong from 2003 until 2006 and was responsible for transactions in value exceeding $2 billion, including the acquisition and disposition of the Swissotel and Raffles Hotel chains. From 2006 until 2010, Mr. Mrozinski was a Managing Director of Deutsche Bank Real Estate, Gaming and Lodging Investment Banking group for Asia (excluding Japan) based in Hong Kong, where he led a team of investment bankers originating and executing advisory and capital markets transactions valued in excess of $4 billion throughout Asia, UK and the US. From 2010 until 2014, he was a Managing Director of Citibank’s Real Estate, Gaming and Lodging Investment Banking Group for Asia (excluding Japan) based in Hong Kong where Mr. Mrozinski led a team of investment bankers across Asia originating and executing advisory and capital market transactions in excess of $2 billion.


Andrew Switaj [Appointed 10/16/23] [Resigned]
Director

Mr. Switaj has over 20 years of risk advisory experience having served in the United States Army Special Forces and held senior roles in government agencies of the United States and multi-national corporations. Mr. Switaj is an experienced risk professional and has advised multiple boards on the acquisition and operation of assets in Asia, Africa and the Middle East. Mr. Switaj has also had a decorated military career. He served in the United States’ military following the events of September 11, 2001. In 2003, he completed the US Special Forces Assessment and Selection and graduated from the US Army Special Forces Qualification Course. Mr. Switaj then served in Iraq and Afghanistan with the US Special Forces until 2012. Thereafter, Mr. Switaj acted as the US Special Operation Command’s senior consultant for the Defense Threat Reduction Agency’s genomic and proteomic sequencing center at the Aberdeen Proving Ground, Maryland. Mr. Switaj completed his government sector work as advisor to the Commanding General of NATO Special Operations Command in Mons, Belgium. Prior to 2019, Mr. Switaj was working with Indonesia-based Chevron’s IndoAsia Business Unit as the senior risk management advisor where he oversaw a business unit spanning from Sumatra, Indonesia, to the Philippines. He also provided risk assessment analysis for several of Chevron’s major capital projects along with the divestment of Chevron’s geothermal assets and served as a member of Chevron’s Decision Review Board. Mr. Switaj is currently the founder and chief executive officer of CSG Pte. Ltd., where he advises clients on various facets of risk management and security in the mining, oil and gas, and energy sectors. Mr. Switaj has a degree from the University of South Florida in Political Science with a focus on International Policy and also studied finance and economics at Northeastern University.


Dominik Michael Oggenfuss [Appointed 10/16/23]
Director

Mr. Oggenfuss has extensive management, marketing and leadership experience in private debt management, private credit fund, asset management, wealth management and banking. Mr. Oggenfuss most recently served as the Managing Director, Head of Business Development of VI Capital Pte. Ltd. (Singapore) in Singapore, an Asian private debt manager focused on mid-market segments of small to medium enterprises. Prior to 2010, Mr. Oggenfuss worked as a risk management associate in market risk management and risk control with J.P. Morgan’s investment banking arm in the United Kingdom, London. From 2010, Mr. Oggenfuss was the Vice President of J.P. Morgan Private Bank Suisse SA, Geneva, Zurich and Swiss team and family office. Thereafter, Mr. Oggenfuss was the Executive Director of UBS AG, Wealth Management, European International Desk, Client Advisor UHNWI in Singapore. Mr. Oggenfuss proceeded to work as the Global Head of Sales and Investor Relations and Executive Committee Member of EFAGroup, Trade Finance and Asset Management and subsequently, as the Executive Director, Head of Funding and Chief Investment Officer of Incomlend Capital, an award-winning, Sequoia-backed fintech, supply chain finance platform. In addition to his extensive professional experience, Mr. Oggenfuss holds an M.A. in Political Science and Economics from the University of Zurich, Department of Political Science and Harvard Business School’s Executive Education Program.


Justin Werner [Appointed 7/19/24]
Director

Justin Werner has over 20 years of mining experience and has founded several successful Indonesian mining and exploration companies. He is currently the Managing Director of Nickel Mines Limited (ASX:NIC), a Nickel Laterite miner and Nickel Pig Iron producer listed on the ASX with a market cap of A$4 billion, located in the Morowali Regency, Sulawesi. Additionally, Mr. Werner serves as a Non-Executive Director of Alpha HPA (ASX:A4N), which is completing a bankable feasibility study for constructing a high-purity alumina plant to supply the Electric Vehicle market. Previously, Mr. Werner was the founding partner of PT Gemala Borneo Utama, an Indonesian mining and exploration company that successfully developed and brought into production the ‘Buduk’ heap leach gold project in Kalimantan. This project was sold in 2008 to PT Renaissance Capital, one of Indonesia’s largest private equity groups. PT Gemala Borneo Utama also conducted a successful exploration program on Romang Island, identifying a significant 1Moz polymetallic deposit with ASX-listed Robust Resources, until it was taken over in 2014 by Indonesian billionaire Anthony Salim for A$97 million. Mr. Werner also served as the Managing Director of ASX-listed Augur Resources, where he led the discovery of 1.54 million oz Au eq Randu Kuning deposit in Central Java, Indonesia. Before becoming a project developer, Mr. Werner led many successful turnaround projects for blue-chip mining companies around the globe, including BHP Billiton, Rio Tinto, Freeport McMoRan, Lihir Gold, and Placer Dome, delivering hundreds of millions of dollars in cost and productivity improvements. Justin Werner is a highly motivated individual focused on execution and project delivery, with extensive experience across various commodities and international mining jurisdictions, including Asia, America, and Australasia. Justin Werner holds a Bachelor of Arts in Management from the University of Sydney in Australia.