Evolution Metals & Technologies Corp. (EMAT) delays Q2 10-Q amid reverse recapitalization

Q: When does EMAT expect to file its delayed Form 10-Q for June 30, 2026?

EMAT expects to file the delayed Form 10‑Q no later than August 19, 2026 . This timing is within the standard grace period provided under Rule 12b‑25 for late quarterly reports, assuming the company meets the rule’s conditions.

Q: What major transaction is causing significant changes in EMAT’s Q2 2026 results?

The company cites a Business Combination completed on January 5, 2026 , where Welsbach Technology Metals Acquisition Corp.’s subsidiary merged with Evolution Metals LLC. This combination, plus related acquisitions, will significantly affect Q2 2026 operating results.

Q: How will EMAT account for its January 5, 2026 Business Combination?

EMAT expects to account for the Business Combination as a reverse recapitalization under U.S. GAAP. Evolution Metals LLC will be treated as the accounting acquirer , and future financial statements will reflect the consolidated operations of EMAT, Evolution Metals LLC, and its subsidiaries.

Q: Does EMAT expect significant year-over-year changes in Q2 2026 results compared to Q2 2025?

Yes. EMAT anticipates a significant change in results of operations for the three months ended June 30, 2026 versus the same period in 2025. The company attributes this to the Business Combination and related acquisitions but has not yet quantified the impact.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

NT 10-Q

Rhea-AI Filing Summary

Evolution Metals & Technologies Corp. notified that its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 will be filed late. Additional time is needed to obtain and compile information, and the company expects to file no later than August 19, 2026 pursuant to Rule 12b‑25 relief.

The company states that results for the three months ended June 30, 2026 will differ significantly from the prior‑year period due to a Business Combination completed on January 5, 2026. Welsbach Technology Metals Acquisition Corp.’s subsidiary merged with Evolution Metals LLC, which, before the merger, acquired four Korean companies. The transaction will be accounted for as a reverse recapitalization with Evolution Metals LLC as the accounting acquirer, so the upcoming 10‑Q will present consolidated operations of the combined entities.

Filing Explained

The company says it cannot currently quantify changes to its preliminary results of operations or financial condition for the quarter ended June 30, 2026, pending review and evaluation by management and its independent registered public accounting firm.

Key Figures

Quarter end date: June 30, 2026 Expected 10-Q filing deadline: August 19, 2026 Prior comparison period end: June 30, 2025 +2 more

5 metrics

Quarter end date June 30, 2026 Quarterly Report on Form 10-Q period end

Expected 10-Q filing deadline August 19, 2026 Company’s stated latest expected filing date for the delayed Form 10-Q

Prior comparison period end June 30, 2025 Baseline period for expected significant change in results of operations

Business Combination closing date January 5, 2026 Date WTMA’s subsidiary merged with Evolution Metals LLC

Number of Korean companies acquired 4 Handa Lab, KCM Industry, KMMI INC., NS World acquired by Evolution Metals LLC

Key Terms

Business Combination, reverse recapitalization, accounting acquirer, forward-looking statements, +1 more

5 terms

Business Combination financial

"The Company anticipates that there will be a significant change in its results of operations...as a result of the business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

reverse recapitalization financial

"The Company expects to account for the Business Combination as a reverse recapitalization in accordance with U.S. generally accepted accounting principles"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

accounting acquirer financial

"with EM treated as the accounting acquirer"

forward-looking statements regulatory

"This Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Rule 12b-25 regulatory

"the registrant seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

FAQ

Why is Evolution Metals & Technologies Corp. (EMAT) filing its June 30, 2026 Form 10-Q late?

The company needs additional time to obtain and compile information required for the June 30, 2026 Form 10‑Q. It states the delay could not be eliminated without unreasonable effort and expense and is using the filing extension available under Rule 12b‑25.

When does EMAT expect to file its delayed Form 10-Q for June 30, 2026?

EMAT expects to file the delayed Form 10‑Q no later than August 19, 2026. This timing is within the standard grace period provided under Rule 12b‑25 for late quarterly reports, assuming the company meets the rule’s conditions.

What major transaction is causing significant changes in EMAT’s Q2 2026 results?

The company cites a Business Combination completed on January 5, 2026, where Welsbach Technology Metals Acquisition Corp.’s subsidiary merged with Evolution Metals LLC. This combination, plus related acquisitions, will significantly affect Q2 2026 operating results.

How will EMAT account for its January 5, 2026 Business Combination?

EMAT expects to account for the Business Combination as a reverse recapitalization under U.S. GAAP. Evolution Metals LLC will be treated as the accounting acquirer, and future financial statements will reflect the consolidated operations of EMAT, Evolution Metals LLC, and its subsidiaries.

Which additional companies did EMAT’s subsidiary acquire in connection with the Business Combination?

Before the merger closed, Evolution Metals LLC acquired four Korean corporations: Handa Lab Co., Ltd., KCM Industry Co., Ltd., KMMI INC., and NS World Co., Ltd.. Their results will be consolidated into EMAT’s financial statements going forward.

Does EMAT expect significant year-over-year changes in Q2 2026 results compared to Q2 2025?

Yes. EMAT anticipates a significant change in results of operations for the three months ended June 30, 2026 versus the same period in 2025. The company attributes this to the Business Combination and related acquisitions but has not yet quantified the impact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:04 PM Accepted by SEC EDGAR 08/14/2026 - 04:01 PM

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
	Washington, D.C. 20549	Expires: September 30, 2028
		Estimated average burden hours per response ... 2.50
	FORM 12b-25
		001-41183
	NOTIFICATION OF LATE FILING	SEC FILE NUMBER

(Check one):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

	For Period Ended:	June 30, 2026

	☐ Transition Report on Form 10-K

	☐ Transition Report on Form 20-F

	☐ Transition Report on Form 11-K

	☐ Transition Report on Form 10-Q

	☐ Transition Report on Form N-SAR

	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Evolution Metals & Technologies Corp.

Full Name of Registrant

Welsbach Technology Metals Acquisition Corp.

Former Name if Applicable

4040 NE 2nd Ave, Suite 349

Address of Principal Executive Office (Street and Number)

Miami, Florida 33137

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☒	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The filing by Evolution Metals & Technologies Corp. (the “Company”) of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Quarterly Report”) will be delayed due to the additional time that is required to obtain and compile certain information required to be included in the Quarterly Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Quarterly Report no later than August 19, 2026.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

Christopher Clower		(561)		225-3205
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ No ☐

	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company anticipates that there will be a significant change in its results of operations for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, as a result of the business combination (the “Business Combination”) completed by the Company on January 5, 2026, pursuant to which Welsbach Technology Metals Acquisition Corp.’s (“WTMA”) wholly owned subsidiary merged (the “Merger”) with and into Evolution Metals LLC, a Delaware limited liability company (“EM”), with EM surviving the Merger as a wholly owned subsidiary of WTMA. In connection with the closing of the Business Combination, WTMA changed its name to Evolution Metals & Technologies Corp. As part of the Business Combination and prior to the consummation of the Merger, EM completed the acquisition of (i) Handa Lab Co., Ltd., (ii) KCM Industry Co., Ltd., (iii) KMMI INC., and (iv) NS World Co., Ltd., each a corporation organized under the laws of the Republic of Korea. The Company expects to account for the Business Combination as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”), with EM treated as the accounting acquirer. The Quarterly Report will reflect the completion the Business Combination and the financial statements will reflect the consolidated operations of the Company, EM and its subsidiaries, and as a result, the Company anticipates significant changes in its results of operations for the quarter ended June 3-, 2026, as will be reflected in the Form 10-Q. However, until the review is complete and the results are evaluated by the Company’s management and its independent registered public accounting firm, the Company cannot currently quantify these changes to its preliminary results of operations or financial condition for the quarter ended June 30, 2026. Cautionary Note Regarding Forward-Looking Statements This Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements about the timing of the filing of the Form 10-Q and the Registrant’s expected financial results for the three months ended June 30, 2026 and 2025. Although the Registrant believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, there can be no assurance that its expectations will be achieved. Except as otherwise may be required by law, the Registrant undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances, or changes in expectations after the date of this Form 12b-25.