Welsbach Technology Metals Acquisition : Failure to Satisfy Listing Rule - Form 8-K

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.