01/05/2026 | Press release | Distributed by Public on 01/05/2026 20:55
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Clower Christopher 516 S. DIXIE HWY, UNIT 209 WEST PALM BEACH, FL 33401 |
CFO; Chief Operating Officer | |||
| /s/ Christopher Clower | 01/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Welsbach Acquisition Holdings LLC (the "Sponsor") is the record holder of the securities reported herein. Christopher Clower is one of the managing members of the Sponsor (alongside Daniel Mamadou). Mr. Clower may be deemed to have shared beneficial ownership of the shares held by the Sponsor by virtue of his control over the Sponsor, as a managing member of the Sponsor. Mr. Clower disclaims beneficial ownership of the common stock held by the Sponsor other than to the extent of his pecuniary interest in such shares |
| (2) | Represents 1,931,922 Founder Shares initially held by the Sponsor, minus the transfer of an aggregate of 91,764 Founder Shares to certain officers, directors, and advisors, plus 352,054 shares underlying private units purchased by the Sponsor, plus 35,205 shares underlying the conversion of private rights which automatically converts at business combination closing. The Founder Shares are identical to the public stock in all respects, except that the Founder Shares do not have Redemption Rights. |
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Remarks: Exhibit 24 - Power of Attorney |
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