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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 13, 2026(August
11, 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 5.02(b) Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of General Thomas A. Bussiere
(ret.) to the Board of Directors
On August 13, 2026, the Board of Directors (the
“Board”) of Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) appointed General
Thomas A. Bussiere (ret.), former Commander of U.S. Strategic Command, to serve as an independent member of the Board, effective immediately.
General Bussiere was also appointed by the EM&T Board to serve as a member of the Audit Committee, Compensation Committee, and Nominating
and Corporate Governance Committee of the Board. General Bussiere was appointed as a Class I Director.
General Bussiere brings to the Board more than
40 years of distinguished executive and military leadership experience directing complex global operations, managing enterprise risk,
leading large-scale organizations, and executing high-stakes strategic initiatives. Most recently, General Bussiere served as a four-star
General in the United States Air Force and as Commander of Air Force Global Strike Command from 2022 to 2025, where he led an organization
of more than 33,000 personnel responsible for the defense infrastructure, strategic operations, critical asset oversight, and modernizing
multi-billion-dollar technological and enterprise systems across United States strategic forces.
Prior to leading Air Force Global Strike Command,
General Bussiere served as Deputy Commander of U.S. Strategic Command from 2020 to 2022, where he co-directed the operational infrastructure
and strategic joint-force command of a global enterprise responsible for some of the United States’ most critical strategic missions.
Throughout his 40-year career, General Bussiere held numerous senior command and leadership positions involving multinational operations,
advanced technology programs, strategic planning, safety and compliance, organizational transformation, and coordination across government
agencies and international partners.
General Bussiere is also a command pilot with
more than 3,400 flight hours across multiple advanced aircraft, including the F-22 Raptor, the F-15 Eagle, the B-1B Lancer and the B-2A
Spirit. He holds a Bachelor of Science in Business Management from Norwich University and multiple graduate degrees, including a Master
of Strategic Studies from the U.S. Army War College. His full biography is contained on the U.S. Air Force website: https://www.af.mil/About-Us/Biographies/Display/Article/108798/thomas-a-bussiere/
The Board believes that General Bussiere’s
extensive experience in enterprise leadership, strategic execution, risk management, operational excellence, technology modernization,
and leading complex organizations in mission-critical environments will provide significant additional perspective and expertise to the
Board as the Company continues to execute its strategic growth initiatives.
No arrangements or understandings exist between
General Bussiere and any other persons pursuant to which the Board selected General Bussiere as a director.
General Bussiere maintains no family relationships
with any director, nominee for director, or executive officer of the Company. Furthermore, General Bussiere has no direct or indirect
material interest in any transaction or currently proposed transaction that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
General Bussiere will be eligible to receive compensation
for his service on the Board and its committees in accordance with the Company’s existing non-employee director compensation program,
as in effect from time to time.
Board Committee Updates; Resignation
Effective August 12, 2026, the Board appointed
Saul Locker to serve as Chairman of the Audit Committee.
Effective August 11, 2026, Thomas Stoddard resigned
from the Board and, in connection with his resignation, ceased serving as Chairman of the Audit Committee and as a member of the Compensation
Committee and Nominating and Corporate Governance Committee.
Item 7.01 Regulation FD Disclosure
On August 13, 2026, the Company issued a press
release announcing the appointment of General Thomas A. Bussiere (ret.) to the Board. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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 EM&T’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, EM&T’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 EM&T’s filings with the U.S.
Securities and Exchange Commission (the “SEC”). 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 August 13, 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 13, 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. Appoints
U.S. Air Force General Thomas A. Bussiere (Ret.)
to Board of Directors
Former Commander of Air Force Global Strike
Command Brings Four Decades of Executive Strategic Planning, Defense Logistics, and Multi-Billion-Dollar Enterprise Leadership
MIAMI, FL, August 13, 2026 — Evolution
Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT), a U.S.-based critical materials
and advanced manufacturing company, today, announced the appointment of General Thomas A. Bussiere (ret.), former Commander of United
States Air Force Global Strike Command and former Deputy Commander of the U.S. Strategic Command, as an independent member of its Board
of Directors.
General Bussiere joins EM&T following an extraordinary
40-year career in the United States Air Force, culminating in his service as the four-star Commander of Air Force Global Strike Command,
where he led more than 33,000 personnel responsible for the nation’s bomber and intercontinental ballistic missile forces, its nuclear
command, control and communications (NC3) enterprise, and multi-billion-dollar strategic modernization programs, including responsibility
for defense supply chains, national level strategic operations, and critical asset optimizations. Prior to this, he served as Deputy Commander
of U.S. Strategic Command, co-directing global operations and strategic joint-force command for the nation’s most critical defense
missions. His career also included senior leadership positions overseeing multinational and interagency operations, advanced technology
programs, organizational transformation, safety and compliance, and large distributed workforces.
“General Bussiere brings unmatched operational
scale, strategic discipline, and enterprise risk management to EM&T as we continue building and scaling a critical materials and advanced
manufacturing platform of national and global significance,” said David Wilcox, Executive Chairman of EM&T. “General Bussiere
has spent over four decades leading mission-critical organizations at extraordinary scale, overseeing strategic assets, managing enterprise
risk and executing complex modernization programs where performance, accountability, and disciplined execution were paramount. His strategic
experience will be invaluable as EM&T leads the market in critical minerals production, including rare earth permanent magnets which
meet the criteria for DFARS compliance.”
General Bussiere previously commanded the Alaskan
Command, Eleventh Air Force and Alaskan North American Aerospace Defense Command Region, as well as Eighth Air Force and the Joint-Global
Strike Operations Center. Across these assignments, he developed extensive experience coordinating complex organizations and international
stakeholders while operating in high-reliability, high-consequence environments.
General Bussiere is also a command pilot with
more than 3,400 flight hours across multiple advanced aircraft, including the F-22 Raptor, the F-15 Eagle, the B-1B Lancer and the B-2A
Spirit. He holds a Bachelor of Science in Business Management from Norwich University and multiple graduate degrees, including a Master
of Strategic Studies from the U.S. Army War College. His full biography is contained on the U.S. Air Force website: https://www.af.mil/About-Us/Biographies/Display/Article/108798/thomas-a-bussiere/
General Bussiere stated: “I am honored to
join the Board of Evolution Metals & Technologies Corp. at this critical stage in the Company’s development. The resilience
of critical materials supply chains and advanced manufacturing capabilities has become increasingly important to both economic and national
security. EM&T has an ambitious mission and a differentiated operating platform. I look forward to working with David, the management
team and my fellow directors to support disciplined execution, strong governance and sustainable long-term value creation.”
General Bussiere was appointed to the Board’s
Audit, Compensation, and Nominating and Corporate Governance Committees.
In connection with the Board appointment, Saul
Locker has been appointed Chairman of the Audit Committee. Thomas Stoddard has resigned from the Board and his positions on its committees.
EM&T thanks Mr. Stoddard for his service and contributions to the Company.
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 EM&T 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 EM&T’s plans, objectives, expectations, projections, strategies, the anticipated contributions
of General Bussiere to the Board of Directors and to the Company, the value the Company expects to derive from his experience, judgment
and perspective, EM&T’s governance and Board and committee composition, EM&T’s strategic execution and growth initiatives,
competitive positioning, 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 that General Bussiere’s service on the Board may
not result in the anticipated benefits to the Company; risks related to Board and committee composition, director transitions, and succession
planning; and general risks related to the execution of the Company’s strategic and growth initiatives. Those statements include
statements regarding the intent, belief, or current expectations of EM&T 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 EM&T’s expectations and projections
can be found in filings it makes with the SEC, including the Annual Report on Form 10-K of EM&T for the year ended December 31, 2025
filed with the SEC on February 20, 2026 and the Report on Form 10-Q of EM&T 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
EM&T. 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
