Welsbach Technology Metals Acquisition Corp 2024年度报告

FORM10-K For the fiscal year endedDecember 31,2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the registrant’s public shares, other than shares held by persons who may be deemed affiliates of the registrant was approximately$9,790,130. As of March 25, 2025, there were3,366,765shares of common stock, par value $0.0001 per share, of the registrant issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE: TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments20Item 1C.Cybersecurity20Item 2.Properties20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20PART II21Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities21Item 6.Reserved23Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 7A.Quantitative and Qualitative Disclosures about Market Risk32Item 8.Financial Statements and Supplementary Data32Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information33Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections33PART III34Item 10.Directors, Executive Officers and Corporate Governance34Item 11.Executive Compensation39Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters41Item 13.Certain Relationships and Related Transactions, and Director Independence42Item 14.Principal Accountant Fees and Services46PARTIV47Item 15.Exhibit and Financial Statement Schedules47Item 16.Form 10-K Summary48 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysisof Financial Condition and Results of Operations” includes forward-looking statements within the meaning of Section 27A of theSecurities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can beidentified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,”“plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variationsor comparable terminology. There can be no assurance that actual result