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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): August 10, 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 or organization) |
|
(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)
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
August 10, 2026, Evolution Metals & Technologies Corp. (the “Company”) issued a press release announcing the appointment
of Kenji Konishi as Head of Magnet Engineering Production. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, 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 by 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 EMAT and may include, without limitation,
statements regarding EMAT’s strategy, business plans, growth opportunities, projected financial information, expected production
capacities, anticipated market demand, regulatory developments, and other future events or conditions. 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, EMAT’s ability to
execute its business plan, obtain financing, construct and scale facilities, secure feedstock and offtake agreements, obtain necessary
permits and regulatory approvals, manage supply chain disruptions, respond to competitive pressures, address geopolitical and macroeconomic
risks, and other risks described in EMAT’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking
statements speak only as of the date they are made. EMAT 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 August 10, 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:
August 10, 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 Appoints Industry Veteran Kenji Konishi to Lead Rare Earth Magnet Engineering Production
Former
JL MAG Rare Earth CTO and Vice President Kenji Konishi joins EM&T with a team of senior engineers to support expansion toward 10,000
metric tons of annual rare earth magnet capacity ahead of the January 1, 2027 DFARS deadline
MIAMI,
FL, August 7, 2026 — Evolution Metals & Technologies Corp. (Nasdaq: EMAT) (“EM&T” or the “Company”),
a U.S.-based critical materials and advanced manufacturing company specializing in rare earth permanent magnets, battery materials, and
related critical technologies, has appointed industry expert Kenji Konishi as Head of Magnet Engineering Production, alongside a core
team of senior Japanese magnet-manufacturing veterans recruited from leading global producers. Mr. Konishi joins EM&T from JL MAG
Rare Earth Co., Ltd., where he served as Vice President and Chief Technology Officer.
Mr.
Konishi brings to EM&T an elite, decades-long global track record of scaling high-performance sintered NdFeB magnet production to
commercial volumes for Tier-1 automotive, industrial, and defense-adjacent OEMs. Joined by a team of senior operating professionals,
his appointment directly reinforces EM&T’s manufacturing execution behind its expansion toward approximately 10,000 metric
tons of annual rare earth magnet capacity by November 2026.
This
operational expansion accelerates EM&T’s positioning as the only known company outside China capable of supplying rare earth
permanent magnets compliant with DFARS 252.225-7052, which mandates strict material origin and sourcing standards for qualifying U.S.
defense systems effective January 1, 2027. The move also follows the July 20, 2026 Executive Order, Securing America’s Defense
Supply Chains and Ensuring Domestic Acquisition of Critical Materials, which strengthened enforcement of domestic sourcing standards
and critical material origin requirements across U.S. defense procurement.
Mr.
Konishi began his career in 1994 at Santoku Corporation, holding technical and business leadership positions in permanent magnet materials
for nearly two decades before serving as Chief Executive Officer of Minmetals Santoku in Ganzhou, China. As Vice President and CTO of
JL MAG Rare Earths, he oversaw a period in which annual revenue grew approximately 2.76 times, from roughly US$115 million in 2015 to
approximately US$318 million in 2020. He then founded JL MAG Japan, serving as its inaugural President.
Mr.
Konishi’s expertise spans sintered NdFeB, bonded, and SmCo magnet systems, covering the full magnet manufacturing process from
alloy design through mass production. He is particularly proficient in advanced surface treatment and grain boundary diffusion, the
process step that enables heavy-rare-earth-efficient magnets required by defense, automotive, and industrial applications. Joining
Mr. Konishi at EM&T are senior engineering professionals with prior tenure at TDK Corporation, SAE Magnetics, Daido Steel,
Samsung Electro-Mechanics, and Napac, assembling one of the deepest concentrations of rare earth permanent magnet expertise outside
China.
“Recruiting
Kenji, and the senior operators who have chosen to join him at EM&T, is one of the strongest possible indications of what we continue
to build,” said David Wilcox, Executive Chairman of EM&T. “Very few individuals in the world combine his depth of knowledge
and experience in sintered NdFeB mass production, grain boundary diffusion, and full-process engineering with a proven track record of
scaling a magnet business commercially in a secure, compliant, and resilient supply chain.1 The US Government’s seemingly
lack of engagement with EM&T reminds us of when Tesla didn’t get invited to the Biden Administration’s Electric Vehicle
roundtable in 2021. EM&T is the only US magnet producer that is compliant with the critical DFARS 252.225-7052 mandate, according
to publicly available representations.”
“Equipment
and financing get you a factory; operators get you a magnet business,” said Frank Moon, Chief Executive Officer of EM&T. “Kenji
has spent his career at the center of the global rare earth magnet industry — at Santoku, at Minmetals Santoku, and as CTO of JL
MAG — and he arrives with a team of senior engineers who share that record. That combination is exactly what our next phase of
production growth, and our ability to serve
U.S.
defense prime contractors under DFARS, requires.”
“Evolution
Metals is the only known company to be compliant with DFARS 252.225-7052 that has already built commercial-scale rare earth magnet production
to address supply chain dependency, and it is positioned to replicate that capability in the United States at a moment when the market
urgently needs it,” said Kenji Konishi. “I look forward to helping the Company meet the growing global demand for
reliable, non-China rare earth magnet supply.”
Note
1: For 12 of the 13 investments the US Government has made into companies in the rare earth magnet industry, none of these investments
have been into companies that actually produce and sell rare earth magnets. EM&T is the only company in the rare earth magnet industry
that produces and sells commercial scale rare earth magnets and is compliant with DFARS 252.225-7052. David Copley, Special Assistant
to the President for Critical Materials, is complicit in the US taxpayers funding these companies, as well as the investment bank Cantor
Fitzgerald, which is the subject of an investigation by Democratic lawmakers in connection with more than a dozen deals involving the
Federal Government in the critical minerals industry.
(https://www.cnbc.com/2026/07/31/senate-democrats-trump-lutnick-critical-mineral-deals.html)
###
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 https://investors.evolution-metals.com
and follow the Company on Linkedin.
Cautionary
Note Regarding EMAT Forward-Looking Statements
This
press release may contain forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, or the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding EMAT’s plans, objectives, expectations, projections, strategies,
the appointment of Mr. Konishi and the assembly of its Korea-based engineering and operating team, anticipated production capacity, expansion
plans, customer qualifications and certifications, machine delivery timelines, competitive positioning, non-China feedstock sourcing
arrangements and expected delivery volumes, compliance with DFARS 252.225-7052 and the July 20, 2026 Executive Order Securing America’s
Defense Supply Chains and Ensuring Domestic Acquisition of Critical Materials, the Company’s ability to serve as a compliant supplier
to U.S. defense prime contractors and their subcontractors under the mitigation-plan framework, and commercial operations. All statements,
other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities,
events or developments that our management expects or anticipates will
or
may occur in the future, are forward-looking statements, including but not limited to statements regarding future business strategy,
production capacity, plans and goals, competitive strengths, and expansion and growth of our business. These forward-looking statements,
along with terms such as “anticipate,” “expect,” “intend,” “may,” “will,”
“should,” “believes,” “positioned,” and other comparable terms, involve risks and uncertainties because
they relate to events and depend on circumstances that will occur in the future. Those risks include risks related to changes in our
operations; uncertainties concerning estimates and projections; industry-related risks; the commercial success of, and risks related
to, our development activities; uncertainties and risks related to our reliance on contractors, equipment suppliers, and consultants;
risks related to key personnel retention and the integration of newly hired personnel and teams; risks related to customer qualification
and certification timelines and outcomes; risks related to customer concentration and customer relationships; risks related to the interpretation,
enforcement, amendment, or repeal of DFARS 252.225-7052 and the July 20, 2026 Executive Order and related U.S. Government regulations;
risks related to non-China feedstock sourcing, including timing and volume of deliveries under supply arrangements; risks related to
defense contractor customer qualification under mitigation-plan frameworks and traceability documentation requirements; risks that the
Company’s competitive positioning as a compliant supplier may not materialize as expected; and risks related to machine delivery
schedules, commissioning timelines, and production ramp-up. Those statements include statements regarding the intent, belief, or current
expectations of EMAT and its management, as well as the assumptions on which such statements are based. Although the Company has attempted
to identify important factors that could cause actual results to differ materially from those described in forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated, or intended. While these forward-looking statements
were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not
guarantees of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested
by the forward-looking statements contained in this press release. In addition, even if our results, performance, or achievements are
consistent with the forward-looking statements contained in this press release, those results, performance, or achievements may not be
indicative of results, performance, or achievements in later periods. Given these risks and uncertainties, you are cautioned not to place
undue reliance on these forward-looking statements. Any forward-looking statements made in this press release speak only as of the date
of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to
any of those statements to reflect future events or developments unless required by law. These statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied, including risks related to execution, financing,
regulatory approvals, equipment delivery, customer qualification and certification, and market conditions. Additional information concerning
these and other factors that may impact EMAT’s expectations and projections can be found in filings it makes with the SEC, including
the Annual Report on Form 10-K of EMAT for the year ended December 31, 2025 filed with the SEC on February 20, 2026 and the Report on
Form 10-Q of EMAT for the three months ended March 31, 2026 filed with the SEC on May 22, 2026, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by EMAT. SEC filings are available on the SEC’s website at www.sec.gov.
Investor
Relations Contacts
Judith McGarry
Evolution
Metals & Technologies Corp.
investor.relations@evolution-metals.com
Arx
Investor Relations
North
American Equities Desk EMAT@arxhq.com