Evolution Metals & Technologies Corp. (EMAT) SEC Filings

Evolution Metals & Technologies Corp. (EMAT) is registering up to 7,500,000 shares of common stock for resale by YA II PN, Ltd., a selling securityholder, under a Form S-1 prospectus. These shares may be issued upon conversion of EMAT’s convertible debentures.

Under a Securities Purchase Agreement dated May 7, 2026, EMAT may issue up to $100 million in convertible debentures, priced at 97% of principal. A $20 million debenture and a $5.775 million debenture have already been issued; additional tranches of up to $74.225 million may be sold by mutual agreement.

The debentures convert at the lower of $12.09 or 95% of the lowest 5‑day VWAP, with a $1.86 floor price, and include an Exchange Cap and a 4.99% beneficial ownership limit. EMAT will not receive proceeds from resale of the registered shares, only from debenture funding. As of September 4, 2026, EMAT had 624,965,684 shares outstanding; Executive Chairman David Wilcox indirectly controls about 66.63% of voting power through a trust, making EMAT a Nasdaq “controlled company.”

Evolution Metals & Technologies Corp. (symbol: EMAT) is the issuer of record for a Form 4 filing submitted to the SEC.

Evolution Metals & Technologies Corp. (EMAT) reported that it has agreed to principal terms with Korea Electric Power Corporation (KEPCO) to expand electrical capacity for its Pohang, South Korea operations from 130 MW to 750 MW, with a right of first refusal for additional capacity. KEPCO is expected to fund about 90% of the related substation, cabling and civil works. EM&T plans to acquire roughly 1.3 million square feet of adjacent land on a freehold basis and expand its magnet manufacturing facility footprint from 24,000 to 482,000 square feet.

The company expects this power and facility expansion, together with previously announced ULVAC equipment, to support scaling rare earth magnet production from about 1,000 to more than 10,000 metric tons annually by late 2026. EM&T has received conditional approval for an approximate US$20.7 million (₩28.3 billion) grant from Pohang City and Gyeongbuk Province to support plant construction and equipment. These arrangements remain subject to completion of land-use agreements and execution of definitive power supply documentation, and EM&T highlights construction, regulatory, funding, and execution risks in its forward-looking statements.

Evolution Metals & Technologies Corp. (EMAT) announced that it has been included on FTSE Russell’s preliminary lists of additions to the Russell 3000® Index and Russell 2000® Index as part of the third-quarter 2026 IPO additions process. The lists published August 21, 2026 identify EMAT for addition effective September 21, 2026, with final inclusion subject to FTSE Russell’s standard review process.

The company highlights its rare earth magnet growth initiatives, including Tier‑1 OEM quality certifications across six grades of high-performance sintered NdFeB magnets, procurement of non‑China NdPr metal, and binding purchase orders for 13 additional ULVAC sintered magnet production machines expected to increase commercial-scale rare earth magnet production capacity to approximately 10,000 metric tons annually by November 2026. EMAT notes that approximately $12.2 trillion in assets are benchmarked against Russell U.S. indexes, underscoring the prominence of these benchmarks.

Evolution Metals & Technologies Corp. (EMAT) provides an update on its financing arrangements with YA II PN, Ltd. (Yorkville). As of August 23, 2026, EMAT had issued Yorkville convertible debentures with an aggregate principal of $25.775 million. Yorkville had converted $5.775 million of principal into equity, leaving $20.0 million of principal outstanding. The company also includes a detailed cautionary statement about forward-looking statements related to this financing, potential additional funding, future conversions, and possible issuance of additional common shares.

Evolution Metals & Technologies Corp. completed a Business Combination on January 5, 2026, in which EM LLC became the accounting acquirer in a reverse recapitalization of the former SPAC Welsbach Technology Metals Acquisition Corp. The company is building a midstream critical minerals and materials supply chain, anchored by four acquired Korean entities involved in battery recycling and advanced magnet materials.

For the six months ended June 30, 2026, EMAT generated $3.5 million in revenue, its first reported sales, but recorded a net loss of $452.2 million, driven largely by a $423.6 million loss from changes in the fair value of financial instruments and high selling, general and administrative expenses. Cash and cash equivalents were $5.3 million with a net working capital deficit of $78.8 million, and total stockholders’ deficit was $18.9 million despite recognizing $58.9 million of goodwill from acquisitions.

Management states that these losses, limited cash, and the working capital deficit raise substantial doubt about EMAT’s ability to continue as a going concern for at least twelve months. The company plans to pursue additional equity and debt financing while integrating its Korean operations and scaling production, but no new capital arrangements are described.

Evolution Metals & Technologies Corp. notified that its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 will be filed late. Additional time is needed to obtain and compile information, and the company expects to file no later than August 19, 2026 pursuant to Rule 12b‑25 relief.

The company states that results for the three months ended June 30, 2026 will differ significantly from the prior‑year period due to a Business Combination completed on January 5, 2026. Welsbach Technology Metals Acquisition Corp.’s subsidiary merged with Evolution Metals LLC, which, before the merger, acquired four Korean companies. The transaction will be accounted for as a reverse recapitalization with Evolution Metals LLC as the accounting acquirer, so the upcoming 10‑Q will present consolidated operations of the combined entities.

Evolution Metals & Technologies Corp. appointed General Thomas A. Bussiere (ret.), former Commander of U.S. Air Force Global Strike Command and former Deputy Commander of U.S. Strategic Command, as an independent member of its Board of Directors, effective August 13, 2026. He will serve as a Class I Director and join the Board’s Audit, Compensation, and Nominating and Corporate Governance Committees.

The Board also designated Saul Locker as Chairman of the Audit Committee. Thomas Stoddard resigned from the Board effective August 11, 2026, and ceased serving on all Board committees. The company describes General Bussiere’s four-decade military leadership background, including oversight of more than 33,000 personnel and multi-billion-dollar strategic programs, as adding significant governance, risk management, and strategic execution expertise to support EM&T’s critical materials and advanced manufacturing growth initiatives.

Evolution Metals & Technologies Corp. appointed industry veteran Kenji Konishi as Head of Magnet Engineering Production, as disclosed in a current report and accompanying press release. Konishi, formerly Vice President and Chief Technology Officer of JL MAG Rare Earth Co., Ltd., joins with a core team of senior Japanese magnet-manufacturing engineers from leading global producers.

The company describes this hire as directly supporting its planned expansion toward approximately 10,000 metric tons of annual rare earth magnet capacity by November 2026, ahead of the January 1, 2027 effective date of DFARS 252.225-7052, which sets material-origin standards for qualifying U.S. defense systems. EMAT portrays itself as a U.S.-based critical materials and advanced manufacturing company focused on rare earth permanent magnets, battery materials, and related technologies, and highlights Konishi’s decades-long experience in scaling high-performance sintered NdFeB magnet production for Tier-1 automotive, industrial, and defense-adjacent customers.