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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):
May 7, 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 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement and Convertible
Debentures
On May 7, 2026, Evolution Metals & Technologies
Corp. (“EMAT” or the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to
issue and sell to Yorkville convertible debentures in the aggregate principal amount of up to $100,000,000 (the “Convertible Debentures”
and each a “Convertible Debenture”), which will be convertible into shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock,” and as converted, the “Conversion Shares”).
The first Convertible Debenture (the “First
Debenture”) in the principal amount of $20,000,000 was issued on May 7, 2026. The second Convertible Debenture in the principal
amount of $5,775,000 is expected to be issued upon effectiveness of the Registration Statement on Form S-1, which the Company has agreed
to file pursuant to the Registration Rights Agreement, as such term is defined below. Additionally, pursuant to the Securities Purchase
Agreement, up to $74,225,000 in Convertible Debentures shall be purchased in subsequent tranches from time to time upon the mutual agreement
of the Company and Yorkville.
Each Convertible Debentures will have a purchase
price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price
equal to the lower of $12.09 or 95% of the lowest daily volume-weighted average price (“VWAP”) during the 5 consecutive trading
days immediately preceding the conversion date. The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures
held by Yorkville if the issuance of such Conversion Shares would exceed the aggregate number of Common Stock that the Company may issue
in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market (the “Exchange Cap”).
The Exchange Cap will not apply if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq
Stock Market for issuances of Common Stock in excess of such amount. In addition, no conversion will be permitted to the extent that,
after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99%
of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.
The First Debenture bears interest at an annual
rate of 5.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual
rate of 18.0%. The Convertible Debentures will mature on November 7, 2027.
The Company will not be required to make monthly
cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then
the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been
repaid. An “Amortization Event” means (i) the VWAP of the Company’s Common Stock is lower than the floor price for any
five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange
Cap or (iii) Yorkville is unable to use the Registration Statement, as such term is defined below, for a period of 10 consecutive trading
days.
The monthly cash payments will be in an amount
equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount),
plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will
commence 7 days following the Amortization Event.
The Securities Purchase Agreement includes customary
registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company
intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and
development initiatives.
The foregoing description of the Securities Purchase
Agreement, the First Debenture and the Convertible Debentures does not purport to be complete and is qualified in its entirety by reference
to the full text of each such agreement, which are filed as Exhibits 10.1, 4.1 and 4.2, to this Current Report on Form 8-K and are incorporated
herein by reference.
Registration Rights Agreement
On May 7, 2026, pursuant to the Securities Purchase
Agreement, the Company and Yorkville entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant
to which Yorkville is entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the Registration Rights Agreement, the Company is required to, on the 30th calendar day following the date of the Securities
Purchase Agreement, file with the Securities and Exchange Commission a registration statement (the “Registration Statement”)
registering the resale by Yorkville of 5.4 million Conversion Shares. Under the Registration Rights Agreement, Yorkville was also granted
piggyback registration rights under certain conditions as described in the Registration Rights Agreement.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which
is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Guaranty and Security Agreement
On May 7, 2026, pursuant to the Securities Purchase
Agreement, the Company and Yorkville entered into a Global Guarantee Agreement (the “Global Guarantee Agreement”), pursuant
to which, the Company and its subsidiaries agreed to guarantee all of the Company’s obligations under the Convertible Debentures.
The foregoing description of the Global Guarantee
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each such agreement, which
is filed as Exhibits 10.3, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is
incorporated herein by reference.
Item 3.02 Unregistered Sales of
Equity Securities.
The information contained
in Item 1.01 is incorporated herein by reference. The issuance of the Convertible Debentures and the Conversion Shares will be exempt
from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited
investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debentures and the Conversion Shares will
be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.
Item 7.01 Regulation FD Disclosure
On May 11, 2026, the Company issued a press release
announcing the Company’s securing an investment from Yorkville. 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 filed herewith:
| Exhibit No. |
|
Description |
| 4.1 |
|
First Closing Debenture |
| 4.2 |
|
Form of Convertible Debenture |
| 10.1 |
|
Securities Purchase Agreement |
| 10.2 |
|
Registration Rights Agreement |
| 10.3 |
|
Guaranty and Security Agreement |
| 99.1 |
|
Press Release dated May 11, 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: May 11, 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. Secures $100 Million Investment
from Yorkville Advisors Global, LP
MIAMI, FL, May 11, 2026 (GLOBE NEWSWIRE) -- Evolution Metals &
Technologies Corp. (“EM&T”, Nasdaq: EMAT), a mid- and down-stream critical and strategic metals producer, has secured
an investment of up to $100 million from Yorkville Advisors Global, LP (“Yorkville”), a leading global asset manager.
EM&T intends to use the investment for the continued expansion
of its commercial operations, which include an intended increase in the annual tonnage of high-performance rare earth magnets produced.
David Wilcox, Executive Chairman of EM&T, stated:
“With the investment from Yorkville, Evolution continues to be
strategically positioned to advance the U.S. production of critical materials, including high-performance rare earth magnets, ex-China.
We have entered into an investment agreement that our Board and Management are highly confident will continue to drive existing and future
shareholder value. Our immediate plans are to expand our existing commercial rare earth magnet production and scale our operations through
the development of a fully integrated U.S. industrial campus.
“EM&T operates what we believe is the only known vertically
stacked critical materials supply chain spanning from end-of-life electronics and batteries, as well as high-grade concentrates, through
the manufacture of finished rare earth magnets, including high-performance rare earth magnets, and battery materials. We anticipate that
Phase I of EM&T’s planned U.S. industrial campus will establish the largest hydrometallurgical facility in the Western Hemisphere.
We feel strongly that Yorkville deeply understands EM&T’s business, development plans, and mission.”
The investment is structured as a flexible, multi-tranche convertible
facility of up to $100 million. The securities are being issued as debentures that are convertible into common stock, subject
to customary limitations, including compliance with applicable Nasdaq rules. The investment includes customary registration rights and
investor protections.
Clear Street LLC acted as sole advisor and placement agent to EM&T
on the transaction.
About Evolution Metals & Technologies Corp.
Evolution Metals & Technologies Corp. is a
U.S. based critical materials and advanced manufacturing company listed on Nasdaq. EMAT is focused on building a secure, non-China- dependent
supply chain for rare earth permanent magnets, battery materials, and related critical technologies, leveraging proven commercial-scale
operations, advanced processing technologies, and strategic partnerships.
Cautionary Note Regarding 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, anticipated production capacity,
expansion plans, and financing activities. 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 such things as future business strategy, 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,” and other comparable terms, involve
risks and uncertainties because they relate to events and depend on circumstances that will occur in the future, and include risks related
to changes in our operations; uncertainties concerning estimates; industry-related risks; the commercial success of, and risks related
to, our development activities; uncertainties and risks related to our reliance on contractors and consultants. 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, 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 filed with the SEC on February 20, 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
