SEC Comment Letter 0000000000-23-002154 to Evolution Metals & Technologies Corp. (EMAT)
Evolution Metals & Technologies Corp.
Date: March 3, 2023 · CIK: 0001866226 · Accession: 0000000000-23-002154
AI Filing Summary & Sentiment
File numbers found in text: 001-41183
Letter
United States securities and exchange commission logo March 3, 2023 Daniel Mamadou Chief Executive Officer Welsbach Technology Metals Acquisition Corp. 160 S Craig Place Lombard, IL 60148 Re:Welsbach Technology Metals Acquisition Corp. Form PRE 14A Filed February 24, 2023 File No. 001-41183 Dear Daniel Mamadou: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form PRE 14A filed February 24, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to
FirstName LastNameDaniel Mamadou Comapany NameWelsbach Technology Metals Acquisition Corp. March 3, 2023 Page 2 FirstName LastName Daniel Mamadou Welsbach Technology Metals Acquisition Corp. March 3, 2023 Page 2 investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
March 3, 2023
Daniel Mamadou
Chief Executive Officer
Welsbach Technology Metals Acquisition Corp.
160 S Craig Place
Lombard, IL 60148
Re:Welsbach Technology Metals Acquisition Corp.
Form PRE 14A
Filed February 24, 2023
File No. 001-41183
Dear Daniel Mamadou:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form PRE 14A filed February 24, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
FirstName LastNameDaniel Mamadou
Comapany NameWelsbach Technology Metals Acquisition Corp.
March 3, 2023 Page 2
FirstName LastName
Daniel Mamadou
Welsbach Technology Metals Acquisition Corp.
March 3, 2023
Page 2
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing