Daniel Mamadou

About Daniel Mamadou

Chief Executive Officer and Chairman of WTMA since inception; 25+ years in capital markets and technology metals supply chains. Prior roles include Executive Director leading Talaxis (Noble Group’s tech-metals division), Head of Corporate Solutions & Financing (Nomura Asia), and senior structured solutions roles at Deutsche Bank and Goldman Sachs . Age disclosed as 51 in FY2022 (WTMA 10-K) . As a SPAC with no operations, WTMA reports no revenues or EBITDA; stock traded at $11.47 on Mar 24, 2025 (Pink/OTCQB) after Nasdaq delisting in Jan 2025, so TSR and operating growth metrics are not applicable; performance for holders largely tracked trust value/redemptions through the Business Combination process .

Past Roles

External Roles

Fixed Compensation

• WTMA paid no cash compensation or fees of any kind to executive officers (including CEO) through FY2024; only reimbursement of reasonable out-of-pocket expenses is permitted prior to business combination .
• Administrative Services Agreement: WTMA pays Sponsor (Welsbach Acquisition Holdings LLC) $10,000 per month for office space, utilities, and admin support until a business combination or liquidation .
• Post-close framework (anticipated, not yet set): following the Business Combination, executive compensation expected to include base salary, annual cash bonus, equity awards, benefits, perquisites, and severance, as determined by the new compensation committee .

Performance Compensation

• No pre-close performance or equity incentives are paid by WTMA to executives; founders/insiders bear risk via founder shares and private units subject to lock-up/escrow (see Equity Ownership) .
• Anticipated post-close program (per Merger Agreement): New EM expects to grant stock option awards to service providers (including executives) tied to revenue and EBITDA goals for fiscal years 2025–2028, up to 2.05 million shares per year (aggregate up to 8.2 million shares); allocations not yet determined .
• Bonus framework (anticipated): annual cash incentives to be set by the compensation committee with performance targets and payouts decided after year-end .

Equity Ownership & Alignment

Founder Share Lock-up/Transfer Restrictions (alignment/retention):

• Founder shares placed in escrow; 50% not transferable until the earlier of (i) six months post-business combination or (ii) when the closing price equals/exceeds $12.50 for any 20 trading days within any 30-trading-day period post-close; remaining 50% not transferable until six months after close (or earlier upon a qualifying liquidation/merger) .
• Founder/private shares have no right to trust liquidation distributions; insiders also agreed to vote for a business combination and waive redemption rights on founder/private shares, reinforcing at-risk capital alignment .

Pledging/Hedging/Guidelines:

• No disclosures of share pledging or hedging by Mr. Mamadou; no specific executive stock ownership guidelines prior to business combination disclosed .

Vested vs. Unvested/Options:

• WTMA has not granted RSUs/PSUs/options pre-close; vesting schedules therefore do not apply at WTMA; prospective New EM options are performance-based (revenue/EBITDA) per Merger Agreement .

Employment Terms

• No employment agreements with executives prior to the Business Combination; WTMA expects to enter into employment agreements with certain executive officers in connection with/after close .
• No severance, change-in-control, tax gross-ups, or clawbacks disclosed at WTMA level pre-close; post-close arrangements to be determined by the compensation committee .
• Working Capital Notes/Related Party Loans: multiple non-interest-bearing promissory notes from Sponsor to fund operations/extensions; convertible at Sponsor’s discretion into private units at $10.00 per unit at business combination; outstanding balances as of FY2024 included $2,296,371 (convertible notes) and $1,740,966 (working capital loans), indicating sponsor financing support and potential dilution if converted .
• Backstop and Indemnities: Sponsor agreed to indemnify for certain trust account shortfalls and excise tax liabilities; Sponsor/backstop arrangements mitigate trust depletion risk but underscore related-party dependence .

Board Governance

• Dual role: CEO (executive) and Chairman (board), which can raise independence oversight concerns; however, a compensation committee comprising independent directors governs pay decisions .
• Compensation Committee: Justin Werner, Dominik Oggenfuss, and Matthew Rockett (all independent); charter authorizes retaining independent advisers and sets responsibilities for CEO and executive pay decisions and equity plans .
• Audit Committee: Board maintains independent, financially literate audit committee; Mr. Oggenfuss designated as audit committee financial expert (as disclosed for prior period) .
• Attendance rate/Lead Independent Director/Executive sessions: not disclosed .
• Delisting/Control Considerations: WTMA securities were delisted from Nasdaq Jan 7, 2025; as of Sep 11, 2025 record date, insiders controlled ~94.5% of votes, enabling high influence over extensions/transactions and potentially limiting minority stockholder influence .

Director Compensation

• Pre-Business Combination: no cash fees or retainers paid to directors; only reimbursement of reasonable out-of-pocket expenses .
• Post-Business Combination: non-employee director compensation expected to be implemented consistent with market practice (to be determined) .

Compensation & Incentive Structure Analysis

• Cash vs. Equity Mix: Pre-close, executives receive no cash compensation; alignment is driven by founder shares/private units at risk until a successful business combination; post-close, a more conventional mix (salary/bonus/equity) is expected .
• Pay-for-Performance: Anticipated option grants tied to revenue/EBITDA across 2025–2028 indicate intent to link equity to operating outcomes; specifics (grant sizes/recipients/vesting) remain undetermined (implementation risk) .
• Guaranteed vs. At-risk: Pre-close compensation is predominantly at-risk (sponsor/founder economics, extension funding, lock-up/escrow); post-close plans may introduce guaranteed salary/severance—committee oversight will be critical to avoid misalignment .
• Option Repricing/Modifications: No such actions disclosed; equity plans yet to be implemented .

Related Party Transactions (Governance Risk)

• $10,000/month administrative services to Sponsor (ongoing) .
• Sponsor-funded extension/working capital notes (non-interest bearing; convertible at $10/unit upon close) and backstop agreements; material Sponsor involvement in financing and indemnities (trust account, excise tax) .
• Insiders agreed to vote in favor of extensions and to waive redemption of founder/private shares; insiders may also purchase public shares/rights around votes subject to rules, which can affect float and voting outcomes .

Risk Indicators & Red Flags

• Concentrated Control and Low Float: Insiders/affiliates beneficially owned ~94.5% of outstanding shares as of Sep 11, 2025; only ~79,936 public shares remained outstanding, meaning limited float and significant insider voting control .
• Delisting/Listing Risk: Nasdaq delisted WTMA in Jan 2025 for failing to complete a business combination within the required timeframe; re-listing post-close is uncertain and subject to more rigorous initial listing standards .
• CFIUS Exposure: Sponsor considered a “foreign person” due to Mr. Mamadou; potential CFIUS review could delay/condition or prohibit U.S. business combinations in sensitive areas (Company currently does not expect mandatory filing absent “critical technologies”) .
• Going Concern/Extension Dependence: Multiple extensions with heavy redemptions reduced trust; company reliant on Sponsor loans/notes and extensions to complete business combination .
• Conflicts from Sponsor Economics: Sponsor, officers, and directors lose founder/private economics if no business combination; creates incentive to complete a deal even on less favorable terms; disclosed in filings .

Expertise & Qualifications

• Capital markets depth (Deutsche Bank, Nomura, Goldman Sachs), management of supply chains and investments in REEs and battery materials (Talaxis), and global tech-metals network (Welsbach Holdings) underpin sector execution capability .
• Board has designated an audit committee financial expert (Dominik Oggenfuss), and independent compensation committee governance is in place .

Investment Implications

• Alignment: Founder share escrow/lock-up and insiders’ waiver of redemptions create strong pre-close alignment; post-close, performance-tied options (revenue/EBITDA) could reinforce alignment if rigorously set and disclosed .
• Governance/Liquidity: Dual CEO-Chair structure, extreme insider control (~94.5%), and thin public float are governance and trading-liquidity risks; monitor adoption of independent leadership structures post-close and lock-up expiries that may release supply into a limited float market .
• Regulatory/Execution: CFIUS sensitivity, past delisting, and dependency on Sponsor financing heighten execution risk; investors should watch for final employment agreements, compensation plan specifics, re-listing readiness, and dilution from convertible Sponsor notes/private units .
• Trading Signals: No pre-close equity grants/vesting cliffs to create forced selling; however, founder lock-up releases (50% at $12.50 VWAP trigger or six months; remaining after six months) could add supply post-close—plan around these windows for potential liquidity events .

Notes on data availability: As a SPAC, WTMA discloses no operating revenues/EBITDA or executive cash/equity compensation pre-close. Post-close compensation frameworks are anticipated but not finalized; specifics (salary levels, targets/weightings, award sizes, vesting schedules) were not disclosed as of the cited filings .