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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): July 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
7.01 Regulation FD Disclosure
On
July 7, 2026, Evolution Metals & Technologies Corp. (the “Company”) issued a press release announcing that it has entered
into an agreement with Senri Trading Co., Ltd. for the purchase of neodymium-praseodymium (NdPr) metal, sourced from a non-China supplier,
for use in the Company’s rare earth permanent magnet production operations. 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 July 7, 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:
July 7, 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. Enters into Supply Contract for Non-China, Critical Rare Earth Metals in its Ongoing Magnet Production
Operations
Contract
with Senri Trading Co., Ltd. for Neodymium-Praseodymium (NdPr) Metal, essential for the manufacture of high-performance, permanent
magnets critical to electric vehicle motors, wind turbines, robotics, defense, and aerospace applications
Builds on EM&T’s
18+ years of commercial-scale
rare earth processing and magnet-making capabilities
MIAMI,
FL – July 7, 2026 – Evolution Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq:
EMAT), a U.S.-based critical materials and advanced manufacturing company, including rare earth permanent magnets, battery materials,
and related critical technologies today announced it has executed an agreement with Senri Trading Co., Ltd. (“Senri”) to
purchase bulk quantities of NdPr metal from SRE Vietnam (“SRE”), a wholly-owned subsidiary of Tokai Trading Co., Ltd. (“Tokai”)
in Japan. Obtained entirely from a non-China source, NdPr metal are essential in EM&T’s increase of magnet production to approximately
10,000 tons per annum of rare earth magnets this year.
Tokai
has been operating as a specialized trading company for rare earths and rare metals since its founding in 1981 and began investing in
its wholly owned Vietnamese subsidiary, SRE, in 2008. As of January 2025, SRE began tripling its rare earth processing capacity of mid-stream
materials to 3,929 metric tons per annum.
"Securing this contract is a critical milestone that ensures we
can fully utilize 100% of Evolution’s newly expanded 10,000 metric ton production capacity for rare earth magnets. The contracts
with ULVAC and Senri, by way of SRE and Tokai, are representative of decades of planning by the Firms. Evolution is one of the only integrated,
commercial-scale, variable input and output, mid-and-down-stream critical minerals supply chains in the world,” said David Wilcox,
Executive Chairman, Evolution Metals & Technologies Corp. “For years, Evolution has manufactured rare earth magnets on a commercial,
revenue-generating scale. As we continue to expand production, securing additional non-China rare earth materials in a format Evolution
can use in its production lines, is another important step to meet growing demand to secure our supply chains in the West."
This
announcement comes ahead of the looming restrictions under U.S. government regulations promulgated under DFARS 252.225-7052, which prohibit
U.S. defense contractors from incorporating Chinese-originated rare earth magnets in qualifying weapons systems beginning January 1,
2027.
EM&T is continually partnering throughout the world to source materials
required for expanding its critical minerals supply chain platform. EM&T currently operates in Korea with plans to build out additional
capacity in the U.S. Unlike other companies focused primarily on exploration or mine development, EM&T is a mid-and-down-stream manufacturer
of rare earth permanent magnets on commercial scale, generating revenue. EM&T does not intend to enter the mining business. These
two factors distinguish EM&T.
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.
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,
anticipated production capacity, expansion plans, customer qualifications and certifications, machine delivery timelines, 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 customer qualification and certification timelines and outcomes; risks related to customer concentration and customer
relationships; 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 (EM&T):
Judith
McGarry
Evolution
Metals & Technologies Corp.
investor.relations@evolution-metals.com
Arx
Investor Relations
North
American Equities Desk
EMAT@arxhq.com