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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 6, 2026 (September 30, 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)
561-564-8334
(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 (ss.230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (ss.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 6, 2026, Evolution Metals & Technologies
Corp. (the “Company” or “EM&T”) issued a press release announcing that the Company entered into a Strategic
Partnership Letter of Intent ("LOI") with UK-based INERGX Energy Optimisation Ltd. ("INERGX") to engineer, supply,
integrate and service the energy storage and power optimization systems for EM&T’s planned critical materials and battery black mass
recovery facility in the United States (the "Facility"). 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 Letter of Intent
with UK-based INERGX Energy Optimisation Ltd. to engineer, supply, integrate and service the energy storage and power optimization systems
for EM&T’s planned critical materials and battery black mass recovery facility in the United States, the Company’s planned U.S.
buildout, and EM&T’s strategy, business plans, and growth opportunities. 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: delays in facility readiness, equipment installation, or commissioning; the availability
of feedstock, working capital, and customer qualifications; the Company’s ability to execute its planned U.S. expansion; 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 exhibits are being furnished herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 6, 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 6, 2026
| |
Evolution Metals & Technologies Corp. |
| |
|
|
| |
By: |
/s/ Christopher Clower |
| |
Name: |
Christopher Clower |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Evolution Metals & Technologies Selects
INERGX to Power Planned 5 GW U.S. Facility, With Capacity Equivalent to Approximately 4 Million American Homes
Planned at the output of five nuclear reactors,
with a China-free battery supply chain designed to feed EM&T’s own critical materials recovery
MIAMI, FL, October 6, 2026 – Evolution
Metals & Technologies Corp. (“EM&T” or the “Company”) (NASDAQ: EMAT) is moving to generate and control its
own power at industrial scale. The Company today announced a Strategic Partnership Letter of Intent (“LOI”) with UK-based INERGX
Energy Optimisation Ltd. (“INERGX”) to engineer, supply, integrate and service the energy storage and power optimization systems
for EM&T’s planned critical materials and battery black mass recovery facility in the United States (the “Facility”) —
a site planned at approximately 1 GW of on-site capacity within two years and up to approximately 5 GW at full build-out, powered by on-site
LNG generation.
To put that in perspective: a typical U.S. nuclear
reactor produces about 1 GW, according to the U.S. Department of Energy. EM&T’s First Phase alone is planned at the output of a full
nuclear reactor. At full build-out, the Facility is planned at the equivalent of five. Run at full output, that capacity is equivalent
to the annual electricity use of approximately 4 million American homes — and the First Phase alone to approximately 800,000 —
based on U.S. Energy Information Administration data on average annual residential use.
By the Numbers
| ● | ~1 GW — on-site capacity planned for the Facility’s First Phase, within two years |
| ● | Up to ~5 GW — planned at full build-out — the equivalent of five typical U.S. nuclear reactors (U.S. Department
of Energy) |
| ● | ~4 million — American homes’ worth of annual electricity at the Facility’s full planned output, based on average U.S.
residential use (U.S. Energy Information Administration) |
| ● | ~85% — share of global battery cell manufacturing capacity located in China in 2024 (International Energy Agency) —
the dependency EM&T’s non-China supply mandate is built to avoid |
| ● | 10 years — anticipated initial term of INERGX’s long-term service agreement |
| ● | 8 weeks — to deliver the First Block Study after receipt of EM&T’s site inputs, with definitive agreements for the
first block targeted within 12 weeks of acceptance |
| ● | $400M–$460M — EM&T’s previously announced fiscal 2027 revenue guidance, driven by the expansion of its Pohang,
Republic of Korea magnet capacity to approximately 10,000 metric tons |
Why It Matters
| ● | Power on EM&T’s terms. With on-site generation paired with engineered storage, the Facility is designed to run on power
EM&T controls — built for the power quality and ride-through performance that continuous critical materials processing demands. |
| ● | China out of the battery stack. China hosted about 85% of global battery cell manufacturing capacity in 2024, according to
the International Energy Agency. Under the LOI, INERGX intends to source cells, packs and battery management systems through qualified
European or other approved non-China partners, with full country-of-origin documentation and no change in source without EM&T’s written
approval. |
| ● | A closed battery loop. The parties will evaluate routing end-of-life packs — from EM&T’s own systems and, where agreed,
from INERGX’s wider installed base — back to EM&T for critical materials recovery, and INERGX will consider cells made with
EM&T-recovered materials. EM&T’s power infrastructure is designed to become a future source of its own feedstock. |
First Block Study: Engineering the Foundation
INERGX will carry out a design study for the first
generation and storage block of the Facility (the “First Block Study”). The study will model on-site generation together with
energy storage against EM&T’s site load profile and generation specification, and will define the recommended storage capacity, power
rating, configuration, power quality and ride-through performance, interface with the generation and process load, and indicative capital
and operating costs — together with a scalable design for the full First Phase. The design will be validated through INERGX’s testing
and certification partner in Italy, which is accredited to European and U.S. standards.
The LOI sets an accelerated timetable: EM&T
will provide its site inputs within two weeks of signing, INERGX will deliver the First Block Study within eight weeks of receipt, and
the parties intend to work toward definitive agreements for the first block within twelve weeks of the study’s delivery and acceptance,
so that the first block can be ordered in step with EM&T’s generation and site program.
Partnership Scope
| ● | Full-scope delivery partner: design, supply, project management, integration and commissioning for the first block, with the
parties intending to extend the partnership through the balance of the First Phase and the Facility’s expansion to full capacity. |
| ● | Ten-year service horizon: remote monitoring, maintenance, repair, service and end-of-life repowering of installed systems under
a long-term service agreement with an anticipated initial term of ten years. |
| ● | EM&T owns its data: all Facility-specific operating, process and performance data remains EM&T’s property, with continuous
access and export rights. |
| ● | Flexible commercial models: EM&T will select between outright ownership with a service agreement or an energy-services
structure under which a financing vehicle arranged by INERGX owns the systems and EM&T pays for capacity and services. |
| ● | Preferred partner for future facilities: upon successful completion of the First Block Study, INERGX is positioned as EM&T’s
preferred energy storage and power optimization partner for further EM&T-developed facilities. |
“Every serious industrial build in America
is now a power story — and EM&T intends to own its own,” said David Wilcox, Executive Chairman of Evolution Metals &
Technologies. “We are planning a facility that will draw as much power as five nuclear reactors — the equivalent of approximately
4 million American homes — and we are making sure every battery in that system comes from outside China and can ultimately come
back to us as feedstock. That is not an energy contract. That is EM&T building a closed-loop, American-controlled critical materials
platform from the power plant up.”
“EM&T is building at a scale where power
quality is not a utility line item — it is the process,” said Dominic White, Director of INERGX Energy Optimisation Ltd. “Our
team and our accredited engineering and testing partners are ready to move quickly on the First Block Study and to deliver a design that
scales cleanly from the first block to full build-out.”
The LOI sets out the principal terms on which
EM&T and INERGX intend to negotiate a statement of work for the First Block Study and definitive agreements for the partnership.
The partnership comes as EM&T executes on
its previously announced fiscal 2027 revenue guidance of $400 million to $460 million, which reflects the expected first full-year contribution
from the expansion of its rare earth magnet production capacity in Pohang, Republic of Korea, to approximately 10,000 metric tons annually,
including approximately 6,000 metric tons of high-performance sintered NdFeB magnets, as the January 1, 2027 DFARS mine-to-magnet restriction
takes effect. The Facility and the INERGX partnership extend EM&T’s platform into U.S.-based critical materials and battery black
mass recovery.
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
About INERGX Energy Optimisation Ltd.
INERGX Energy Optimisation Ltd. is an energy storage
and power optimization company incorporated in England and Wales. INERGX, with its partners, designs, manages, supplies, integrates and
services energy storage and power optimization systems for mission-critical power users, working with accredited testing, certification
and engineering partners in Europe.
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 Letter of Intent with UK-based INERGX Energy Optimisation Ltd. to engineer, supply, integrate
and service the energy storage and power optimization systems for EM&T’s planned critical materials and battery black mass recovery
facility in the United States, the Company’s planned U.S. buildout, and EM&T’s strategy, business plans, and growth opportunities.
These forward-looking statements, together with terms such as anticipate, expect, intend, may, will, should, believe, plan, and other
comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future.
Such risks include, among others, delays in facility readiness, equipment installation, or commissioning; the availability of feedstock,
working capital, and customer qualifications; the Company’s ability to execute its planned U.S. expansion; 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 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 Contact:
Arx Investor Relations
North American Equities Desk
EMAT@arxhq.com
PR, Marketing & Global Partnerships:
Phoenix MGMT & Consulting
PR@PhoenixMGMTConsulting.com
888-228-0122
###
