false
0001866226
0001866226
2026-10-28
2026-10-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 28, 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) |
|
(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)
Not
Applicable
(Former
name or former address, if changed since last report)
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 28, 2026, Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) issued a press release
announcing that it has submitted a capability statement in response to the U.S. Army’s Sources Sought notice for rare earth magnets
used in the brushless DC motors of small uncrewed aircraft systems. 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 response to the U.S. Army Sources Sought notice and any future solicitation, qualification,
contract or order that may result; the Company’s ability to qualify and supply magnets meeting the Army’s specifications,
including grade, geometry, coating and source-origin requirements; the installation, commissioning and operation of ULVAC equipment at
the Company’s Pohang facility; the planned expansion of annual rare earth magnet production capacity to approximately 10,000 metric
tons, including approximately 6,000 metric tons of high-performance sintered magnets; the January 1, 2027 effective date and scope of
DFARS 252.225-7052; and the Company’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: the risk that the Army may not issue a solicitation
or award a contract to the Company; the outcome of any Government-specific qualification, first-article testing or source-origin review;
delays in equipment installation or commissioning; the availability and cost of feedstock; customer qualification and demand; the availability
of financing and working capital; changes in U.S. or Korean trade, tariff, industrial or defense procurement policy, including the DFARS
252.225-7052 effective date, scope or waiver practices; competition; and other risks described in EM&T’s filings with the U.S.
Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in EM&T’s
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, and 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. 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 28, 2026. |
| 99.2 |
|
Army Sources Sought RFI |
| 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 28, 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 Submits Response to U.S. Army Sources Sought Notice for Rare Earth Magnets Used in Small Drone Motors
EM&T
commercially produces N42SH, one of the two magnet grades specified by the Army for small drone motors
EM&T’s
leadership includes President Andrew Knaggs, former Deputy Assistant Secretary of Defense; Gen. Tom Bussiere (ret.), former
Commander of Air Force Global Strike Command; and the Hon. Chris Miller, former Acting U.S. Secretary of Defense, providing the
Company with extensive defense procurement and supply chain experience
Miami,
FL, Oct. 28, 2026 -- Evolution Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT),
a U.S.-based critical materials and advanced manufacturing company, today announced that it has submitted a capability statement in response
to the U.S. Army’s Sources Sought notice for rare earth magnets used in the brushless DC motors of small uncrewed aircraft systems.
The
U.S. Army Contracting Command (ACC) issued the Sources Sought notice, a Request for Information (RFI), “as part of its market
research to identify companies with the interest and capability to manufacture and supply commercial-grade rare earth
magnets.” The RFI lists neodymium-iron-boron arc-segment magnets in grade N52SH or N42SH. EM&T can produce eight sintered
neodymium-iron-boron magnet grades: N35SH, N42SH, N46SH, N48SH, N42H, N45H, N48M and N50M. EM&T commercially produces N42SH at
its facility in Pohang, Republic of Korea, where the grade has completed customer qualification, and plans to expand annual magnet
capacity there from approximately 1,000 metric tons to approximately 10,000 metric tons following the installation and commissioning of the 57 containers of
ULVAC production equipment.
In
its response, EM&T proposed a staged path to qualify magnets to the Army’s specifications and an auditable mine-to-magnet traceability
record for each production lot, in line with DFARS 252.225-7052 sourcing requirements that expand on January 1, 2027.
“Drones
have become one of the most important tools on the modern battlefield, and every one of their motors depends on high-performance
rare earth magnets that today come overwhelmingly from China,” said Andrew Knaggs, President of EM&T. “We already
make N42SH commercially, we know how to qualify grades for demanding customers, and we are scaling to approximately 10,000 metric
tons in Pohang. We are prepared to work with the Army on qualification and to establish a secure, traceable domestic supply chain for drone
magnets. We are certified and going into commercial production of seven additional grades representing 52% of the total sintered market globally
by revenue.”
“Air
power, from strategic bombers to small drones, runs on components most people never see, and rare earth magnets are one of the most
critical,” said retired Gen. Tom Bussiere, a member of EM&T’s Board of Directors and former Commander of Air Force
Global Strike Command. “A force that cannot secure its magnet supply cannot be sure of its readiness. EM&T is building the allied, traceable production capacity our warfighters need.”
“Our
reliance on China for rare earth magnets is a national security vulnerability, and it will not be solved by policy alone. It takes
manufacturers with real plants, real equipment and real customers,” said the Hon. Chris Miller, a member of EM&T’s
Board of Directors and former Acting U.S. Secretary of Defense. “EM&T is producing magnets today with a close U.S. ally
and is significantly expanding our production scale outside of China. That is exactly the industrial base the United
States needs to rebuild.”
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 one of 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 response to the U.S. Army Sources Sought notice
and any future solicitation, qualification, contract or order that may result; the Company’s ability to qualify and supply magnets
meeting the Army’s specifications, including grade, geometry, coating and source-origin requirements; the installation, commissioning
and operation of ULVAC equipment at the Company’s Pohang facility; the planned expansion of annual rare earth magnet production
capacity to approximately 10,000 metric tons, including approximately 6,000 metric tons of high-performance sintered magnets; the January
1, 2027 effective date and scope of DFARS 252.225-7052; and the Company’s strategy, business plans and growth opportunities. These
forward-looking statements, together with terms such as anticipate, believe, expect, intend, may, plan, should, will 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, that the Army may not issue a solicitation or award a contract to the Company; the outcome of any Government-specific
qualification, first-article testing or source-origin review; delays in equipment installation or commissioning; the availability and
cost of feedstock; customer qualification and demand; the availability of financing and working capital; changes in U.S. or Korean trade,
tariff, industrial or defense procurement policy, including the DFARS 252.225-7052 effective date, scope or waiver practices; competition;
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.
Contacts
Arx
Investor Relations
North
American Equities Desk
EMAT@arxhq.com
PR,
Marketing & Global Partnerships
Phoenix
MGMT & Consulting
PR@PhoenixMGMTConsulting.com
888-228-0122
Exhibit 99.2
REQUEST FOR INFORMATION (RFI) / SOURCES SOUGHT
Agency: Tobyhanna Army Depot (TYAD), Department of the Army
Office: Army Contracting Command (ACC)
Notice Type: Request for Information (RFI) / Sources Sought
Subject: Rare Earth Magnets Sourcing
1.0
PURPOSE
The U.S. Army Contracting Command (ACC) is issuing this Request for
Information (RFI) as part of its market research to identify companies with the interest and capability to manufacture and supply commercial-grade
rare earth magnets. These magnets are critical components for Brushless Direct Current (BLDC) motors used in small uncrewed aircraft systems
(sUAS).
The information gathered from this RFI will be instrumental in determining
the final procurement strategy, including whether this requirement may be set aside for small businesses (in full or in part) or procured
through full and open competition. The Government anticipates the possibility of making multiple awards. All small business set-aside
categories will be considered.
This RFI is issued solely for informational and planning purposes—it
does not constitute a Request for Proposal (RFP) or a promise to issue an RFP in the future. This RFI does not commit the Government,
Army Contracting Command, or Tobyhanna Army Depot to contract for any supply or service whatsoever.
2.0
BACKGROUND
High-performance rare earth permanent magnets are the foundation of
modern military actuators and propulsion systems, specifically Brushless Direct Current (BLDC) motors utilized in tactical uncrewed aircraft
platforms. The Department of the Army requires assured access to high-quality, high-reliability magnetic materials to sustain key technology
programs and advance future aerial capabilities.
In coordination with Army Contracting Command (ACC), Tobyhanna Army
Depot (TYAD) is seeking to understand global commercial capabilities for manufacturing, sourcing, and managing high-performance rare earth
magnets. The primary objectives are to ensure operational reliability, prevent supply chain disruptions, optimize delivery lead times,
and maintain strict quality standards from raw material extraction to final assembly.
3.0
CAPABILITY REQUIREMENTS
The Government requires specific rare earth magnets in support of BLDC
motor manufacturing. The initial request is for three different BLDC motor sizes, with options for additional magnet variations across
various BLDC sizes. All supplied magnets must conform to the general material, coating, and physical specifications detailed below.
3.1
General Material Specifications
Material Type: Neodymium Magnet (NdFeB), Grade N52SH or Grade
N42SH (Grade N52SH is preferred; Grade N42SH is acceptable).
Coating: Triple-layer Nickel-Copper-Nickel (Ni-Cu-Ni) plating
for robust corrosion resistance.
Magnetization: Radially magnetized arc segments intended for
assembly in an alternating polarity configuration (e.g., N-S-N-S).
To assist potential respondents, the acceptable technical thresholds
for both material grades are defined in the table below:
| Material Grade |
|
Residual Induction (Br) |
|
Coercive Force (Hcb) |
|
Intrinsic Coercivity (Hcj) |
|
Max Energy Product ((BH)max) |
|
N52SH
(Preferred) |
|
1.42 to 1.47 T
(14.2 to 14.7
kG) |
|
Minimum 1003 kA/m (Minimum 12.6 kOe) |
|
Minimum 1592 kA/m (Minimum 20.0 kOe) |
|
398 to 422
kJ/m3 (50 to 53 MGOe) |
| |
|
|
|
|
|
|
|
|
|
N42SH
(Acceptable) |
|
1.28 to 1.32 T
(12.8 to 13.2
kG) |
|
Minimum 955 kA/m (Minimum 12.0 kOe) |
|
Minimum 1592 kA/m (Minimum 20.0 kOe) |
|
318 to 342
kJ/m3 (40 to 43 MGOe) |
3.2
Specific Magnet Dimensions
The following physical sizing profiles apply identically to both requested
magnet grades (N52SH and N42SH):
| Specification |
|
3115 BLDC Motor
(10-12" sUAS) |
|
2807 BLDC Motor
(7-8" sUAS) |
|
2407 BLDC Motor
(4-6" sUAS) |
| Required Quantity |
|
14 pieces per motor |
|
14 pieces per motor |
|
14 pieces per motor |
| Outer Diameter (OD) |
|
34.5 mm |
|
30.9 mm |
|
26.4 mm |
| Inner Diameter (ID) |
|
31.5 mm |
|
28.4 mm |
|
24.4 mm |
| Arc Segment Angle |
|
23.7 degrees |
|
23.7 degrees |
|
23.7 degrees |
| Height |
|
15.0 mm |
|
7.0 mm |
|
7.0 mm |
| Thickness |
|
1.5 mm |
|
1.25 mm |
|
1.0 mm |
3.3
Sourcing & Supply Chain Standards
Supply Chain Transparency: Respondents must be capable of documenting
their manufacturing and logistics pipelines, indicating where raw rare earth materials are mined, refined, alloyed, magnetized, and packaged.
Quality Assurance: All materials must meet the exact parameters
of either N52SH or N42SH grades, with zero allowance for substandard material grades, structural defects, or out-of-tolerance magnetic
performance.
4.0
REQUESTED INFORMATION (CAPABILITY STATEMENT OUTLINE)
Interested parties are requested to submit a capability statement package
in bullet format, addressing the following key sections:
4.1
Company Profile
Provide the following administrative details:
Organization name and full corporate address.
Primary points of contact (POCs), including name, title, email address,
telephone number, and FAX (if applicable).
Website URL.
CAGE code and Unique Entity ID (UEI) number (if registered).
Business size status and socio-economic classifications (e.g., Small
Business, HUBZone, SDVOSB, WOSB).
Type of ownership and a brief description of primary business focus.
Anticipated administrative/management structure if significant subcontracting
or teaming is proposed.
4.2
Manufacturing & Ordering Capabilities
Describe your systems, facilities, and processes for manufacturing,
tracking, and fulfilling high-precision magnet orders on a global scale.
Detail your maximum manufacturing throughput and your capacity to support
surge or urgent delivery demands.
Detail your ability to supply both Grade N52SH and Grade N42SH magnets,
and state which grade is standard for your production lines.
Confirm your ability to scale production and produce custom physical
variations or additional dimensions of magnets as requested.
4.3
Supply Chain Transparency & Logistics
Detail your processes for tracking and documenting the upstream supply
chain of raw rare earth elements (e.g., mine-to-magnet chain of custody).
Identify the geographic locations of your mining sources, smelting/alloying
facilities, and final machining/magnetizing facilities.
Describe how you mitigate global logistics risks and manage potential
disruptions in raw material availability.
4.4
Material Testing & Quality Control
Detail your internal testing capabilities to ensure compliance with
magnetic and physical tolerances.
Describe how you verify Grade N52SH and Grade N42SH material properties,
including Residual Induction (Br), Coercive Force (Hcb), Intrinsic Coercivity (Hcj), and Max Energy Product ((BH)max).
Describe how you test the thickness and adhesion of the Ni-Cu-Ni triple-layer
plating (e.g., salt-spray, environmental testing), and geometric tolerances (OD, ID, Arc Angle, Height, and Thickness).
Describe your processes for managing defect rates and addressing non-conforming
materials.
5.0
PRIMARY GOVERNMENT POINTS OF CONTACT
The following individuals serve as the primary technical and program
points of contact for Tobyhanna Army Depot (TYAD) regarding this market research effort.
Lead Mechanical Engineer:
Corey Katsak
Email: corey.d.katsak.civ@army.mil
Contracting Specialist(s):
Ryan Kinger
Email: ryan.c.kinger2.civ@army.mil
Steve Wiltz
Email: steven.wiltz.civ@army.mil
Dean Berkovics
Email: dean.m.berkovics.civ@army.mil
6.0
SUBMISSION INSTRUCTIONS
Responses to this RFI/Sources Sought notice must be submitted electronically
to the Lead Mechanical Engineer, Nicholas Paras, and the TYAD UAS Project Manager, Christopher Volch, at the email addresses listed in
Section 5.0.
Submission Deadline: No later than October
28th 2026 at 10 AM est.
Subject Line: Please reference this synopsis number/subject
line in the email and on all enclosed documents.
Page Limit: Submissions must be limited to ten (10) 8.5 x 11-inch
pages.
Format: Submissions must be in Adobe PDF or Microsoft Word format,
utilizing a font size no smaller than 10 point.
Content Style: Documentation must be submitted
in a bullet format. No phone or email solicitations regarding the status of a subsequent RFP will be accepted prior to its official release.
Proprietary Information: Any proprietary information, trade
secrets, or sensitive commercial data must be minimized and MUST BE CLEARLY MARKED on a page-by-page basis. All data received marked
or designated as corporate or proprietary will be fully protected from release outside the Government.
Disclaimer: All received submissions become the property of
the United States Government and will not be returned. The Government is not liable for, nor will it pay for, any costs, efforts, or information
associated with preparing responses to this planning notice. Do not submit classified material.