Evolution Metals & Technologies Corp. filings document material events for a Nasdaq-listed emerging growth company focused on critical materials, rare earth magnets and battery-material supply-chain operations. Form 8-K reports include Regulation FD materials about commercial operations, investor presentations and rare earth magnet production.
The company’s regulatory disclosures also cover securities purchase agreements, convertible debentures convertible into common stock, registration rights, shareholder voting matters, operating and financial results, governance matters and capital-structure changes.
Evolution Metals & Technologies Corp. is registering up to 5,400,000 shares of common stock for resale by a single selling securityholder. These shares are issuable to YA II PN, Ltd. upon conversion of previously issued and future convertible debentures; the company will not sell shares or receive resale proceeds.
The debenture facility totals up to $100,000,000 in principal, with the first $20,000,000 debenture already issued and a second $5,775,000 debenture expected at S-1 effectiveness. As of July 7, 2026, EM&T had 621,790,646 shares outstanding, rising to 627,190,646 if all 5,400,000 registered shares are issued.
The debentures convert at the lower of $12.09 or 95% of the lowest 5-day VWAP, subject to a $1.86 floor price, a Nasdaq exchange cap and a 4.99% beneficial ownership limit. EM&T is a Nasdaq-listed “controlled company” and “emerging growth company,” and highlights extensive risks around execution, sourcing feedstock for recycling, integration of acquisitions, financing needs and intellectual property protection.
Evolution Metals & Technologies Corp. announced a supply contract to secure neodymium‑praseodymium (NdPr) metal from a non‑China source for its rare earth permanent magnet production. The agreement with Senri Trading Co., Ltd., sourcing from SRE Vietnam, is intended to support EMAT’s plan to reach roughly 10,000 metric tons of annual magnet output.
The company highlights that this non‑China NdPr supply positions it for upcoming U.S. defense rules under DFARS 252.225‑7052, which will bar Chinese‑origin rare earth magnets in certain weapons systems starting January 1, 2027. EMAT emphasizes its mid‑ and downstream manufacturing focus and 18‑plus years of commercial‑scale rare earth processing experience.
Evolution Metals & Technologies Corp. disclosed that Nasdaq notified the company on May 21, 2026 that its delayed Quarterly Report for March 31, 2026 put it out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports.
The company filed the missing Form 10-Q on May 22, 2026, and on May 26, 2026 Nasdaq confirmed that EMAT had regained compliance and that the matter was closed, so the notice had no lasting effect on the stock’s listing status.
EMAT also issued a Regulation FD press release on May 26, 2026 summarizing the notice and its return to compliance and included customary cautionary language about forward-looking statements and risk factors referenced in its recent Form 10-K and Form 10-Q.
Evolution Metals & Technologies Corp. reported its first post‑merger quarter as a public company, focusing on midstream processing of critical materials. For the three months ended March 31, 2026, the company generated $1.9 million in revenue but recorded a net loss of $440.3 million, driven largely by a $425.2 million loss from changes in fair value of financial instruments.
Cash and cash equivalents were $5.4 million with a net working capital deficit of $81.8 million, and management concluded these conditions raise substantial doubt about the company’s ability to continue as a going concern for at least one year. During the quarter, EMAT completed a reverse recapitalization with a SPAC and acquired four Korean operating companies for total estimated consideration of $71.3 million, recording $63.2 million of goodwill and $6.8 million of intangible assets. Following these transactions, 593,349,852 common shares were outstanding as of May 21, 2026.
Evolution Metals & Technologies Corp. reported its first quarter as a Nasdaq-listed company, combining newly consolidated magnet operations with sizeable non-cash accounting charges. For the three months ended March 31, 2026, revenue was $1.9 million with gross profit of $0.4 million, reflecting a gross margin of about 24%.
The company recorded a GAAP net loss of $440.3 million, or $(0.72) per share, driven mainly by a $425.2 million non-cash charge from the change in fair value of pre-combination financial instruments that were settled at closing. On a non-GAAP basis, Adjusted Net Loss was $15.1 million, or $(0.02) per share, compared with $2.5 million, or $(0.01) per share, a year earlier, reflecting higher selling, general and administrative expenses tied to subsidiary consolidation and public-company and transaction costs.
The update highlights EM&T’s positioning as a rare earth permanent magnet producer with more than 18 years of operating history, recent commencement of trading on Nasdaq under the symbol EMAT, a previously announced $100 million convertible debenture facility, and binding purchase orders for 13 ULVAC sintered magnet machines expected to help scale annual magnet production capacity to approximately 10,000 metric tons by November 2026, ahead of a January 1, 2027 DFARS deadline on Chinese-origin magnets in U.S. defense systems.
Evolution Metals & Technologies Corp. reports a major Q1 2026 loss and a delay in filing its Form 10-Q. The company will miss the extended deadline under Rule 12b-25 because of complex accounting related to a large overseas equipment purchase and other financial reporting issues, but has furnished unaudited condensed financial statements as an exhibit.
For the quarter ended March 31, 2026, EMAT generated revenues of $1.9 million and recorded a net loss of $441.6 million, or $0.72 per basic and diluted share, driven largely by a $425.2 million loss from changes in the fair value of financial instruments. Cash and cash equivalents were $5.4 million, total liabilities were $96.2 million, and stockholders’ deficit was $24.6 million as of March 31, 2026.
The company expects to receive a Nasdaq non-compliance notice for the late Form 10-Q under Nasdaq Listing Rule 5250(c)(1), but indicates that any such notice should have no immediate effect on the listing or trading of its common stock and anticipates regaining compliance within the expected grace period.
Good Earth 1000, LLC and Nicole Garcia filed an amended Schedule 13D for Evolution Metals & Technologies Corp. to disclose new financing and collateral arrangements. They report beneficial ownership of 63,421,535 shares of common stock, representing 10.69% of the outstanding shares based on 593,349,852 shares outstanding.
On May 14, 2026, Good Earth 1000, LLC entered into a senior secured credit facility with Axos Bank and pledged 15,840,000 shares as collateral under a Pledge Agreement. Good Earth remains the legal and beneficial owner of the pledged shares, but if an Event of Default occurs, Axos Bank may sell the collateral, direct the securities intermediary, register the shares in its name, and exercise voting rights. The reporting persons state they hold the shares for investment and may buy, sell or otherwise change their position over time, subject to the financing and pledge terms.
Evolution Metals & Technologies Corp. submitted a Form 12b-25 notifying the SEC of a delayed Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states the delay is to obtain and compile required information and expects to file the Form 10-Q no later than May 20, 2026.
The notification says results for the three months ended March 31, 2026 will reflect a significant change versus the prior-year period as a result of the business combination completed on January 5, 2026, when Welsbach Technology Metals Acquisition Corp. merged with Evolution Metals LLC and changed its name to Evolution Metals & Technologies Corp. The company expects to account for the transaction as a reverse recapitalization with EM treated as the accounting acquirer; management and its independent registered public accounting firm are completing their review before quantifying results.
Evolution Metals & Technologies Corp. signed eight equipment supply contracts through its subsidiary with ULVAC Korea to buy vacuum induction melting and continuous vacuum sintering furnaces for its rare earth metal and magnet operations. In a related press release, EM&T announced binding purchase orders with ULVAC for thirteen high-performance rare earth sintered magnet machines.
The new ULVAC equipment is intended to raise EM&T’s annual rare earth magnet production capacity to 10,000 metric tons, including 6,000 metric tons of high-performance sintered magnets, with delivery and installation planned by November 2026. ULVAC must provide a performance guarantee and cargo insurance, while EM&T retains cancellation rights subject to tiered fees.
Evolution Metals & Technologies Corp. entered into a financing agreement with Yorkville for up to $100 million of convertible debentures. The first debenture of $20 million has been issued, a second for $5.775 million is tied to an S-1 becoming effective, and additional tranches may follow by mutual agreement.
The debentures mature on November 7, 2027, carry 5% annual interest (rising to 18% on default), and are issued at 97% of principal. They are convertible at the lower of $12.09 or 95% of the lowest 5-day VWAP, subject to Nasdaq exchange caps and a 4.99% beneficial ownership limit. EMAT plans to use proceeds for general corporate purposes and expansion of its rare earth magnet operations.