false
0001866226
0001866226
2026-10-15
2026-10-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
October 15, 2026
Evolution Metals & Technologies Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41183 |
|
87-1006702 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 4040 NE 2nd Ave, Suite 349 |
| Miami, Florida 33137 |
| (Address and zip code of principal executive offices) |
| 561-225-3205 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
EMAT |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On October 15, 2026, Evolution Metals & Technologies Corp. (the
“Company” or “EM&T”) issued a press release announcing that it has begun taking delivery of its previously
announced order of additional sintered magnet production equipment from ULVAC at its facility in Pohang, Republic of Korea, with the remaining
equipment scheduled for delivery before the end of October 2026. Once installed and commissioned, the thirteen ULVAC machines are expected
to increase the Company’s annual rare earth magnet production capacity from 1,000 metric tons to approximately 10,000
metric tons, including 6,000 metric tons of high-performance sintered magnets. In the press release, the Company also reaffirmed
its fiscal 2027 revenue guidance of $400 million to $460 million and reiterated its ribbon-cutting ceremony for the expanded Pohang facility
on December 17, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or
the future financial or operating performance of EM&T and may include, without limitation, statements regarding the delivery of ULVAC
equipment to the Company’s Pohang facility, including the number of containers delivered and the timing of remaining deliveries;
the installation, commissioning and operation of such equipment; the planned expansion of annual rare earth magnet production capacity
in Pohang to approximately 10,000 metric tons, including approximately 6,000 metric tons of high-performance sintered magnets; the expansion
of electrical infrastructure serving the Pohang facility; the Company’s fiscal 2027 revenue guidance of $400 million to $460 million
and its EBITDA objectives; the ribbon-cutting ceremony and operational showcase on Thursday, December 17, 2026, including its timing,
format, attendance and program; the January 1, 2027 effective date and scope of DFARS 252.225-7052, related U.S. trade and defense procurement
policy, and the Company’s ability to help address related sourcing needs for the United States and allied markets; and EM&T’s
strategy, business plans, and growth opportunities. In some cases, you can identify forward-looking statements by terminology such as
“may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential,” “plan,” “project,” “target,”
“forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements
are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could
cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties
include but are not limited to: delays in shipment, customs clearance, or delivery of the remaining containers; delays in facility readiness,
equipment installation, or commissioning; delays in the expansion of power infrastructure; the availability of feedstock, working capital,
and customer qualifications; the Company’s ability to achieve its fiscal 2027 revenue guidance and EBITDA objectives; changes to
the event date, time, program, venue, or attendance; changes in the DFARS 252.225-7052 effective date, scope, or waiver practices, or
in U.S. trade, tariff or defense procurement policy, including the July 20, 2026 Executive Order and the August 13, 2026 White House proclamation;
the Company’s ability to execute its planned U.S. expansion; and other risks described in EM&T’s filings with the U.S.
Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in EM&T’s
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, and its Quarterly Report on
Form 10-Q for the three and six months ended June 30, 2026, filed with the SEC on August 17, 2026. Forward-looking statements speak only
as of the date they are made. EM&T undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 15, 2026
| |
Evolution Metals & Technologies Corp. |
| |
|
| |
By: |
/s/ Christopher Clower |
| |
Name: |
Christopher Clower |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
Exhibit 99.1
Evolution Metals & Technologies Corp. Takes
Delivery of Additional ULVAC Magnet Production Equipment, Unlocking Ten-Fold Magnet Capacity Expansion
13 of 57 containers of additional ULVAC
magnet production equipment arrived in Pohang today, beginning EM&T’s ten-fold expansion to approximately 10,000 metric
tons of annual non-China capacity
Expansion positions EM&T to meet the January 1, 2027
DFARS deadline barring Chinese-origin rare earth magnets in U.S. defense systems
EM&T reaffirms fiscal 2027 revenue guidance
of $400 million to $460 million
MIAMI, FL, Oct. 15, 2026 -- Evolution Metals & Technologies Corp. (“EM&T” or
the “Company”) (Nasdaq: EMAT), a U.S.-based critical materials and advanced manufacturing company, today announced that it
has taken delivery of additional magnet equipment from ULVAC at its Pohang facility, with thirteen of 57 containers arriving today
and the remaining containers to be delivered before the end of October. The thirteen additional ULVAC machines are the
core of EM&T’s ten-fold capacity expansion and underpin its previously announced fiscal 2027 revenue guidance of $400 million
to $460 million, which the Company today reaffirms. The expansion positions EM&T as a scaled, non-China source of high-performance
rare earth permanent magnets for U.S. defense, unmanned aircraft systems and automotive supply chains across the United States and allied
markets.
The delivery comes ahead of DFARS 252.225-7052,
effective January 1, 2027, which will prohibit U.S. defense contractors from using rare earth magnets containing materials mined,
refined, separated, melted or produced in China, Russia, North Korea or Iran. Because China produces most of the world’s NdPr metal,
the majority of globally available magnet supply is expected to become non-compliant absent qualified non-China feedstock and manufacturing.
The July 20, 2026 Executive Order on defense supply chains tightened enforcement by ending routine waivers, and the August 13, 2026 White
House proclamation imposing a 100 percent tariff on the most sensitive foreign unmanned aircraft and certain parts has added pressure
across a drone supply chain that depends on high-performance NdFeB magnets.
EM&T has qualified seven
high-performance NdFeB sintered magnet grades with Tier-1 OEMs and secured non-China NdPr feedstock, and the additional ULVAC
equipment is intended to address the remaining requirement of production capacity. Once installed and commissioned, the thirteen
additional ULVAC machines are expected to take the Company’s annual capacity from 1,000 metric tons to
approximately 10,000 metric tons, including 6,000 metric tons of high-performance sintered magnets, positioning
EM&T as the largest producer of rare earth permanent magnets outside of China.

“This is about executing growth, not
planning,” said Frank Moon, Chief Executive Officer of EM&T. “With DFARS taking effect in eleven weeks, the question
for defense primes, drone makers and automakers is no longer whether to source magnets outside China, but where that supply will
come from at scale. EM&T is executing. Today, as containers arrive at our Pohang plant by the truckload, we have the equipment,
power, feedstock material, operators and seven grades of customer qualified sintered magnets representing more than 75% of the
global magnet market by revenue. We are not in planning mode we are in growth execution mode.”
“This is about delivering revenue and EBITDA,” said Christopher
Clower, Chief Financial Officer and Chief Operating Officer of EM&T. “Installed capacity is what turns customer demand into
revenue, and that additional capacity is now arriving on site. We are meeting the milestones driving our expansion: contracted equipment,
secured power, qualified grades and compliant feedstock, all converging in Pohang. Frank and our operating team are delivering the plan
we laid out for investors, and the deliveries still to come keep that plan on track as we move into 2027.”
EM&T will open the expanded facility at a
ribbon-cutting ceremony on Thursday, December 17, 2026, from 1:00 p.m. to 4:00 p.m. (KST) in Pohang, with live magnet making, guided
production-line tours and an executive operational briefing for government dignitaries, institutional investors, commercial partners
and media. A live webcast of the briefing will be available at investors.evolution-metals.com. To attend in person, please RSVP to RSVP@evolution-metals.com.
About Evolution Metals & Technologies Corp.
Evolution Metals & Technologies Corp. (Nasdaq:
EMAT) is a U.S.-based critical materials and advanced manufacturing company for rare earth permanent magnets, battery materials, and
related critical minerals and technologies. By leveraging proven commercial-scale operations, advanced processing technologies, and strategic
partnerships, EM&T operates what it believes is the only vertically integrated critical materials supply chain spanning end-of-life
electronics and batteries, high-grade concentrates, and the manufacture of finished rare earth magnets (including high-performance rare
earth magnets) and battery materials. For additional information, please visit investors.evolution-metals.com and follow the Company
on LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are
not limited to, statements regarding the delivery of ULVAC equipment to the Company’s Pohang facility, including the number of containers
delivered and the timing of remaining deliveries; the installation, commissioning and operation of such equipment; the planned expansion
of annual rare earth magnet production capacity in Pohang to approximately 10,000 metric tons, including approximately 6,000 metric tons
of high-performance sintered magnets; the expansion of electrical infrastructure serving the Pohang facility; the Company’s fiscal
2027 revenue guidance of $400 million to $460 million and its EBITDA objectives; the ribbon-cutting ceremony and operational showcase
on Thursday, December 17, 2026, including its timing, format, attendance and program; the January 1, 2027 effective date and scope of
DFARS 252.225-7052, related U.S. trade and defense procurement policy, and the Company’s ability to help address related sourcing
needs for the United States and allied markets; and the Company’s strategy, business plans, and growth opportunities. These forward-looking
statements, together with terms such as anticipate, expect, intend, may, will, should, believe, plan, and other comparable terms, involve
risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Such risks include, among
others, delays in shipment, customs clearance, or delivery of the remaining containers; delays in facility readiness, equipment installation,
or commissioning; delays in the expansion of power infrastructure; the availability of feedstock, working capital, and customer qualifications;
the Company’s ability to achieve its fiscal 2027 revenue guidance and EBITDA objectives; changes to the event date, time, program,
venue, or attendance; changes in the DFARS 252.225-7052 effective date, scope, or waiver practices, or in U.S. trade, tariff or defense
procurement policy, including the July 20, 2026 Executive Order and the August 13, 2026 White House proclamation; the Company’s
ability to execute its planned U.S. expansion; and the other risks described in EM&T’s filings with the U.S. Securities and
Exchange Commission. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from
those expressed or implied. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date made.
EM&T undertakes no obligation to update any forward-looking statement except as required by law. Additional information concerning
factors that may affect EM&T’s expectations and projections is contained in its Annual Report on Form 10-K for the year ended
December 31, 2025, filed with the SEC on February 20, 2026, its Quarterly Report on Form 10-Q for the three and six months ended June
30, 2026, filed with the SEC on August 17, 2026, including the disclosures under “Risk Factors” therein, and other documents
filed or to be filed with the SEC by EM&T. SEC filings are available at www.sec.gov.
Investor Relations Contacts
Arx Investor Relations
North American Equities Desk
www.arxhq.com
EMAT@arxhq.com
PR, Marketing & Global Partnerships :
Phoenix MGMT & Consulting
PR@PhoenixMGMTConsulting.com
888-228-0122