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Welsbach Technology Metals Acquisition Corp美股招股说明书(2026-01-05版)

2026-01-05美股招股说明书落***
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Welsbach Technology Metals Acquisition Corp美股招股说明书(2026-01-05版)

Prospectus Supplement No. 3(To Prospectus dated August 11, 2025) WELSBACH TECHNOLOGY METALS ACQUISITION CORP. This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (the “Prospectus”), which forms apart of the Post-Effective Amendment No. 2 to the Registration Statement onForm S-4(Registration No. 333-283119) and is beingfiled to update, amend and supplement the information included in the Prospectus with information contained in our Current Report onForm 8-K, which was filed with the Securities and Exchange Commission (the “SEC”) on January 5, 2026 (the “Current Report”). This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this WTMA Units and WTMA Common Stock are currently quoted on the Pink market under the symbols “WTMAU” and “WTMA,”respectively, and WTMA Rights are currently quoted on the OTCQB under the symbol “WTMAR.” As of January 2, 2026, the most Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or The date of this prospectus supplement is January 5, 2026 ☐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) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. Amendment to Trust Agreement The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 tothe extent required herein. As approved by its stockholders at the special meeting (defined below), on December 30, 2025, WelsbachTechnology Metals Acquisitions Corp. (the “Company” or “WTMA”) and Continental Stock Transfer & Trust Company entered intoan amendment to the Investment Management Trust Agreement, dated December 30, 2025, by and between Continental Stock Transfer Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03 to theextent required herein. Item 5.03 Amendments to Articles of Incorporation or Bylaws The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 tothe extent required herein. As approved by its stockholders at the special meeting, on December 30, 2025, the Company filed acertificate of amendment to its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing. A Item 5.07 Submission of Matters to a Vote of Security Holders. On December 30, 2025, the Company held a special meeting of its stockholders (the “special meeting”). On December 15,2025, the record date for the special meeting, there were 2,848,313 shares of common stock of the Company entitled to be voted at the The final results for each of the matters submitted to a vote of the Company’s stockholders at the special meeting are asfollows: 1. Charter Amendment Proposal The stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing theCompany to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) 2. Trust Amendment Proposal The stockholders approved the proposal to amend (the “Trust Amendment” and together with the Charter Amendment, the“Extensions”) the Trust Agreement, allowing the Company to extend the Combination Period for up to an additional three months, As there were sufficient votes at the time of the special meeting to approve each of the above proposals, the AdjournmentProposal, which had been previously voted on by proxy, was not presented to stockholders at the special meeting. Item 8.01. Other Events. In connection with the votes to approve