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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):
October 9, 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 October 9, 2026, Evolution Metals & Technologies
Corp. (the “Company” or “EM&T”) issued a press release announcing that it has raised its revenue guidance
for fiscal year 2026. The Company now expects revenue of $10 million to $11 million for fiscal 2026, up from the range of $5 million to
$8 million initially provided on September 10, 2026. The Company’s revenue guidance of $400 million to $460 million for fiscal 2027
is unchanged. A copy of the press release 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 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing of 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 EM&T and may include, without limitation, statements regarding the Company’s
fiscal 2026 revenue guidance of $10 million to $11 million and its fiscal 2027 revenue guidance of $400 million to $460 million and the
assumptions underlying them; 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; improved rare earth pricing, product mix and shipment timing; changes in the DFARS 252.225-7052
effective date, scope, waiver practices, tariffs or other government policies; 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. 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, 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 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.
These risks and uncertainties 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 (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 October 9, 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: October 9, 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. Raises
Fiscal 2026 Revenue Guidance 62% at Midpoint to $10–$11 Million and Reaffirms $400–$460 Million Fiscal 2027 Outlook
Delivery of thirteen additional ULVAC sintered
magnet production machines scheduled for delivery in October are expected to expand annual capacity to more than 10,000 metric tons of
magnets as EM&T scales its non-China feedstock position to meet strong customer demand
MIAMI, FL, Oct. 09, 2026 (GLOBE NEWSWIRE)
-- Evolution Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT), a U.S.-based critical
materials and advanced manufacturing company, today raised its fiscal 2026 revenue guidance to $10 million to $11 million, up from the
previous range of $5 million to $8 million announced on September 10, 2026. The increase represents a 62% raise at the midpoint, delivered
less than one month after the Company issued its initial outlook. EM&T also reaffirmed its fiscal 2027 revenue guidance of $400 million
to $460 million.
Guidance Highlights
| ● | Fiscal 2026 revenue guidance raised to $10 million–$11 million (up from $5 million–$8 million); representing a 62% increase
at the midpoint ($10.5 million vs. prior $6.5 million) |
| ● | Low end of the fiscal 2026 range doubled, from $5 million to $10 million |
| ● | Fiscal 2027 revenue guidance of $400 million–$460 million reaffirmed; the $430 million midpoint represents approximately 41
times the raised fiscal 2026 midpoint |
| ● | Thirteen additional ULVAC sintered magnet production machines scheduled for delivery in October 2026, with installation to commence
immediately following delivery in Pohang, Republic of Korea |
| ● | Annual magnet production capacity expected to exceed 10,000 metric tons, including approximately 6,000 metric tons of high-performance
sintered magnets |
| ● | December 17, 2026 showcase of what EM&T believes is the largest commercial magnet facility in the world, ex-China |
The raised guidance is driven by EM&T’s expanded ex-China
rare earth feedstock position and the production capacity it unlocks, as well as improved rare earth pricing and continued strong commercial
demand. The Company is actively scaling operations to meet this demand. In Pohang, thirteen additional ULVAC sintered magnet production
machines are scheduled for delivery in October 2026, with installation to commence immediately following delivery. Once operational, these
machines are expected to expand annual rare earth magnet production capacity to more than 10,000 metric tons, including approximately
6,000 metric tons of high-performance sintered magnets.
“The raised guidance reflects strong customer demand, improved
rare earth pricing, and our ability to source rare earth materials that bring our additional production capacity online this year,”
said Frank Moon, Chief Executive Officer of EM&T. “Our fiscal 2027 outlook is unchanged, and the operational priorities behind
it remain clear: commission additional equipment, bring expanded power and facility capacity online, secure rare earth materials for
higher production volumes, complete additional customer qualifications and convert demand into expanded magnet shipments. We will keep
the market updated as we continue to execute at warp speed. We look forward to showcasing what we believe is the largest commercial magnet
facility in the world, ex-China, on December 17, 2026. We have already received attendance confirmations from industry leaders and executives,
government officials, trade partners, investors, banking research teams and, of course, our entire board, which includes veterans of senior
U.S. government leadership.”
“Non-China rare earth magnet supply remains a strategic priority
of U.S. national security and industrial policy decisions,” said Andrew Knaggs, President of EM&T. “DFARS 252.225-7052
is expected to extend the mine-to-magnet restriction across the entire supply chain for neodymium-iron-boron magnets beginning January
1, 2027, and the July 2026 Executive Order substantially tightened the conditions for waivers and directed faster qualification of compliant
sources. EM&T’s manufacturing platform, non-China sourced rare earth materials and production expansion are built to meet those
needs at commercial scale, while continuing to serve our established, revenue-generating global customer base.”
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 investors.evolution-metals.com and follow the Company on LinkedIn.
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 fiscal 2026 revenue guidance of $10 million to $11 million and its fiscal 2027 revenue guidance of $400
million to $460 million and the assumptions underlying them; 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; improved rare earth pricing, product mix and shipment
timing; changes in the DFARS 252.225-7052 effective date, scope, waiver practices, tariffs or other government policies; 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