Welsbach Technology Metals Acquisition Corp (WTMA) Merger with WaveTech Group (Private)

November 3, 2022

Welsbach Technology Metals Acquisition Corp (WTMA) to acquire WaveTech Group (private) in a transaction valuing the pro forma entity at $228 million in Enterprise Value ($263.20 million equity value).
WaveTech Group shareholders will receive 15 million shares of WTMAas merger consideration along with 17.5 million earnout shares.
Transaction conditioned on WaveTech Group (not WMTA) raising at least $5,000,000 before the later of December 31, 2023, and the definitive S-4 filing.
Minimum net cash condition of $25 million.
Business combination transaction is targeted to close in the first quarter of 2023.

SPAC Details:
- Unit Structure: 1 ordinary share + 1 right to receive 1/10 of a share of common stock
- #Cash in Trust: $77,388,998 (100.1% of Public Offering)
- Public Shares Outstanding: 7,727,686 shares
- Private Shares Outstanding: 2,283,976 shares (including 352,054 shares contained in Private Units)
- Reported Trust Value/Share: $10.01
- Liquidation Date: September 30, 2022
- Outside Liquidation Date: March 30, 2022

Name of Target: WaveTech Group
Description of Target: 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.
Announced Date: November 1, 2022
Expected Close: “First Quarter of 2023”
Press Release: https://www.bamsec.com/filing/121390022067955/6
Transaction Terms (https://www.sec.gov/Archives/edgar/data/1866226/000121390022075496/ex99-1_033.jpg and https://www.sec.gov/Archives/edgar/data/1866226/000121390022075496/ex99-1_034.jpg ):
- Enterprise Value: $228 million
- Equity Value Value: $263.20 million
- Target Shareholders Receive (https://www.sec.gov/Archives/edgar/data/1866226/000121390022075496/ex99-1_026.jpg):
  - $150 million of equity consideration at $10.00/share
  - 17.5 million Earnout Shares of Combined Company

Number of WTMA Common Stock	Earnout Milestone	Earnout Period
3.75 million shares	(a) 2023 Revenue ≥ $23.7 million and 2023 EBITDARD≥$(0.35) million; or (b)Price ≥ $12.50/share	(a) For the year ended 2023; or (b) Post-closing till December 31, 2023
3.75 million shares	(a) 2023 Revenue ≥ $54.8 million and 2023 EBITDARD≥$16.9 million; or (b)Price ≥ $15.00/share	(a) For the year ended 2024; or (b) From January 1, 2024 to December 31, 2024
5.00 million shares	Price ≥ $20.00/share	Post-closing till December 31, 2026
5.00 million shares	Price ≥ $30.00/share	Post-closing till December 31, 2028

PIPE / Financing:
- Expected to raise:
  - Target to raise $5 million in Series B convertible Notes
  - PIPE to be raised only if necessary to satisfy minimum cash condition

Lock-up:
- SPAC Sponsors:180 days post-closing
  - Early Release: If equals or exceeds $12.50 after closing
- Key Target Shareholders: Same as above

Closing Conditions:
- Termination date: March 31, 2023
  - Target has not raised at least $5 million in Series B Company Convertible Notes before (a) or (b) whichever is later:
    - (a) December 31, 2022 or (b) Date declaring Form S-4 as effective
- Net Cash Condition: $25 Million
  - Cash includes:

	Cash in Trust
Less:	Redemptions
Less:	Unpaid SPAC Expenses
Less:	Unpaid Target Transaction Expenses (excluding those that requires SPAC consent)
Add:	PIPE Financing (if any)
Add:	Convertible Promissory Note Financing

Advisors:
- SPAC Financial Advisors: Chardan
- Target Legal Advisors: Pryor Cashman LLP
- SPAC Legal Advisors: Cooley LLP

*Denotes estimated figures by CPC

#Reported as on November 21, 2022