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Evolution Metals (EMAT) details $25.775M Yorkville convertible deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate principal of Convertible Debentures issued $25.775 million Aggregate principal issued to YA II PN, Ltd. as of August 23, 2026
Principal converted $5.775 million Portion of principal converted by Yorkville as of August 23, 2026
Principal outstanding $20.0 million Convertible debenture principal remaining outstanding as of August 23, 2026
convertible debentures financial
"had issued to YA II PN, Ltd. (“Yorkville”) convertible debentures"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure As of August 23, 2026"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor regulatory
"within the meaning of the “safe harbor” provisions of the United States"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.
offtake agreements financial
"secure feedstock and offtake agreements, obtain necessary permits"
An offtake agreement is a contract where a buyer agrees to purchase a set amount of a company's future production—such as minerals, energy, or manufactured goods—often before the product is made. For investors, these deals act like a guaranteed customer or advance order that reduces sales risk, helps secure project financing, and makes future revenue more predictable; think of it as a long-term subscription that stabilizes cash flow.

FAQ

What financing update did EMAT (EMAT) disclose regarding Yorkville?
EMAT reported that as of August 23, 2026, it had issued Yorkville $25.775 million of convertible debentures in aggregate principal, of which $5.775 million had been converted, with $20.0 million of principal still outstanding.

How much of EMAT’s convertible debentures with Yorkville remains outstanding?
As of August 23, 2026, EMAT had $20.0 million of principal outstanding on its convertible debentures issued to YA II PN, Ltd. (Yorkville).

What is the total principal amount of convertible debentures EMAT has issued to Yorkville?
EMAT has issued YA II PN, Ltd. (Yorkville) convertible debentures with an aggregate principal amount of $25.775 million as of August 23, 2026.

How much of EMAT’s Yorkville convertible debentures has been converted so far?
As of August 23, 2026, Yorkville had converted $5.775 million of principal from EMAT’s convertible debentures into equity, reducing the outstanding principal to $20.0 million.

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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 24, 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

 

As of August 23, 2026, Evolution Metals & Technologies Corp. (the “Company”) had issued to YA II PN, Ltd. (“Yorkville”) convertible debentures (the “Convertible Debentures”) with an aggregate principal amount of $25.775 million.

 

As of such date, Yorkville had converted $5.775 million of principal, leaving $20.0 million of principal outstanding.

 

The information contained in this Item 7.01 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 financing arrangements with Yorkville, the availability of additional funding under such arrangements, future conversions of the Convertible Debentures, the potential issuance of additional shares of EM&T’s common stock, EM&T’s strategy, business plans, growth opportunities, 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, the availability of additional funding under the Company’s financing arrangements, the mutual agreement of the Company and Yorkville with respect to any additional draws, future conversions of the Convertible Debentures and the potential issuance of additional shares of common stock, 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 exhibit is filed herewith:

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)  

 

1

 

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 24, 2026

 

  Evolution Metals & Technologies Corp.
   
  By: /s/ Christopher Clower
  Name: Christopher Clower
  Title: Chief Financial Officer and Chief Operating Officer

 

 

2

 

Source: View Original Filing on SEC EDGAR

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