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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): September 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 September 10, 2026, Evolution Metals & Technologies
Corp. (the “Company”) issued a press release announcing its initial revenue guidance for fiscal years 2026 and 2027. The Company
expects revenue of $5 million to $8 million for fiscal 2026 and $400 million to $460 million for fiscal 2027.
A copy of the press release announcing the foregoing 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, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated
by reference into any filing 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 the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s revenue guidance
for fiscal years 2026 and 2027 and the assumptions underlying such guidance; anticipated revenue growth and the expected contribution
of the Company’s Pohang expansion to revenue; expected magnet shipments, production capacity and utilization; the timing of delivery,
installation and commissioning of additional ULVAC production equipment; the timing and availability of expanded electrical capacity,
land and governmental grants supporting the Company’s Pohang operations; anticipated demand from existing and prospective customers,
including customers seeking DFARS-compliant supply; the conversion of customer demand and commercial opportunities into orders, shipments
and revenue; the availability of feedstock and working capital or other financing required to purchase feedstock and support higher production
volumes; anticipated pricing and product mix; the Company’s ability to achieve contemplated production capacity, utilization levels,
yields and operating efficiencies; the development of the Company’s planned U.S. industrial campus; and the Company’s plans
to expand its critical materials processing and permanent magnet manufacturing operations.
These forward-looking statements are based on management’s
current expectations, estimates 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. The Company’s revenue guidance is based
on management’s current expectations and assumptions, including anticipated customer demand, and is not based on contracted volumes.
Actual revenue will depend, among other factors, on the Company’s ability to convert such demand into firm orders and shipments.
Such risks and uncertainties include, among others, delays
in equipment delivery, installation and commissioning; the Company’s ability to complete its land-use arrangements, execute applicable
power supply documentation and satisfy conditions applicable to governmental grants; the ability of applicable power providers, suppliers
and other counterparties to perform their obligations; the timing and availability of expanded electrical capacity; construction and engineering
delays; the Company’s ability to complete its planned facility expansion; the availability and timing of governmental grants, incentives
or other financial support; the Company’s ability to obtain working capital and other financing on acceptable terms, or at all,
and to continue as a going concern; the availability and cost of non-China rare earth feedstock; the Company’s ability to secure
purchase orders from existing and prospective customers at anticipated volumes and prices; customer qualification requirements; changes
in the effective date, interpretation or implementation of DFARS 252.225-7052, waiver practices, tariffs or other governmental policies;
competition; rare earth pricing and currency fluctuations; the Company’s ability to achieve contemplated production capacity, utilization
levels, yields and operating efficiencies; supply-chain and market conditions; and the other risks and uncertainties described in the
Company’s filings with the U.S. Securities and Exchange Commission.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
The following exhibits are being furnished herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 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: September 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
Provides Initial Revenue Guidance of
$400-460mm for Fiscal Year 2027
Fiscal 2027 outlook of $400 million
to $460 million reflects the expected first full-year contribution from the expansion of annual rare earth magnet production capacity
in Pohang, Republic of Korea, to approximately 10,000 metric tons, including approximately 6,000 metric tons of high-performance sintered
NdFeB magnets, as the January 1, 2027 DFARS mine-to-magnet restriction takes effect
MIAMI, FL, September 10, 2026 — Evolution Metals &
Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT), a U.S.-based critical materials and advanced
manufacturing company, today provided initial revenue guidance for fiscal years 2026 and 2027. The Company expects revenue of $5 million
to $8 million for fiscal 2026 and $400 million to $460 million for fiscal 2027.
The two-year guidance reflects EM&T’s expected transition from
its current production base in 2026 to the first full year benefiting from its expansion in Pohang, Republic of Korea. Thirteen additional
ULVAC sintered magnet production machines, placed on binding purchase orders, are scheduled for delivery and installation in November
2026 and are expected to increase annual rare earth magnet production capacity from approximately 1,000 metric tons to approximately 10,000
metric tons, including approximately 6,000 metric tons of high-performance sintered magnets. The expansion is supported by agreed principal
terms with Korea Electric Power Corporation to increase electrical infrastructure serving the Pohang operations from 130 megawatts to
approximately 750 megawatts, approximately 1.3 million square feet of adjacent land to be acquired from the Pohang City Government, and
conditional approval of an approximately $20.7 million grant from Pohang City and Gyeongbuk Province.
The outlook is based on management’s current assessment of demand from
existing customers and the anticipated conversion of prospective customer opportunities into orders and shipments, together with assumptions
regarding equipment commissioning, customer qualification, production ramp, feedstock availability, working capital, product mix, pricing
and shipment timing. EM&T has secured non-China NdPr metal under its agreement with Senri Trading Co., Ltd., sourced from SRE Vietnam,
and has taken delivery of its first shipment under that arrangement. The Company has also announced Tier-1 OEM quality certifications
across six grades of high-performance sintered NdFeB magnets, drawing on more than 18 years of commercial-scale rare earth processing
and magnet-making experience. The fiscal 2027 range reflects anticipated utilization during the production ramp and does not represent
the revenue potential of the planned capacity at full utilization.
“Providing guidance for both years gives investors a clearer
view of the financial progression we expect as the Pohang expansion moves from equipment installation and commissioning in late 2026 into
its first full year of operation in 2027,” said Christopher Clower, Chief Financial Officer and Chief Operating Officer of EM&T.
“The ranges reflect the demand and operating assumptions we can reasonably incorporate today, including the pace of customer conversion,
feedstock availability and the working capital required to support higher throughput. The guidance reflects anticipated utilization during
the production ramp rather than full utilization of planned capacity, and we intend to update the market as our visibility improves.”
“January 1, 2027 marks a significant change in sourcing requirements
for the U.S. defense industrial base,” said Andrew F. Knaggs, President of EM&T. “For neodymium-iron-boron magnets, DFARS
252.225-7052 will extend the restriction across the entire mine-to-magnet supply chain, while the July 2026 Executive Order substantially
tightened the conditions for waivers and directed faster qualification of compliant sources. EM&T’s existing Korean manufacturing
platform, non-China feedstock arrangements and planned capacity expansion are designed to help address that need at commercial scale while
continuing to serve our established global customer base.”
“Delivering against this guidance is fundamentally a matter of
execution,” said Frank Moon, Chief Executive Officer of EM&T. “Our priorities are to install and commission the additional
equipment, bring the supporting facility and power expansion online, secure the feedstock required for higher production volumes, complete
required customer qualifications and convert demand into shipments. Pohang allows us to scale from an established operating base, with
an experienced engineering team and long-standing customer relationships. The operating record and capabilities we build there will also
support our planned expansion in the United States and continued growth beyond 2027.”
In connection with its expansion, EM&T has engaged an international
public relations and strategic communications firm to broaden the Company’s global market visibility, develop international partnerships,
and strengthen its press and digital communications presence. The engagement is intended to expand awareness of the Company among institutional
audiences, industry partners and financial media as EM&T moves through its capacity expansion and into fiscal 2027.
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 our new X account
at https://x.com/EMATCorp and LinkedIn at https://www.linkedin.com/company/evolution-metals-and-technologies
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 Company’s revenue guidance for fiscal years 2026 and 2027 and the assumptions underlying it; anticipated revenue growth
and the expected contribution of the Pohang expansion to revenue; expected magnet shipments, production capacity and utilization; the
timing of delivery, installation and commissioning of ULVAC equipment; the timing and availability of expanded power capacity, land and
governmental grants supporting EM&T’s Pohang operations; anticipated demand from existing and prospective customers, including customers
seeking DFARS-compliant supply; the conversion of demand and commercial opportunities into orders, shipments and revenue; the availability
of feedstock and working capital or other financing required to purchase feedstock and support higher production volumes; pricing and
product mix; the development of the Company’s planned U.S. industrial campus; and EM&T’s plans to expand its critical materials processing
and permanent magnet manufacturing operations. These forward-looking statements, together with terms such as anticipate, expect, intend,
may, will, should, believe, guidance, outlook, positioned and other comparable terms, involve risks and uncertainties because they relate
to events and depend on circumstances that will occur in the future. The Company’s guidance is based on management’s current expectations
and assumptions, including anticipated customer demand, and is not based on contracted volumes. Actual revenue will depend, among other
factors, on the Company’s ability to convert demand into firm orders and shipments. Such risks include, among others, delays in equipment
delivery, installation and commissioning; the Company’s ability to complete its land-use arrangements, execute power supply documentation
and satisfy conditions applicable to governmental grants; the ability of counterparties to perform their obligations; the Company’s ability
to obtain working capital and other financing on acceptable terms, or at all, and to continue as a going concern; the availability and
cost of non-China rare earth feedstock; the Company’s ability to secure purchase orders from existing and prospective customers at anticipated
volumes and prices; customer qualification requirements; changes in the DFARS 252.225-7052 effective date, waiver practices, tariffs or
other government policies; competition; rare earth pricing and currency fluctuations; the Company’s ability to achieve contemplated production
capacity, utilization levels, yields and operating efficiencies; financing, supply-chain and market risks; 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, performance or achievements 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
EMAT@arxhq.com
PR, Marketing & Global Partnerships:
Phoenix MGMT & Consulting
PR@PhoenixMGMTConsulting.com
888-228-0122