| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Evolution Metals & Technologies Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
4040 NE 2nd Ave, Ste 348, Miami,
FLORIDA
, 33137. |
Item 1 Comment:
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by Andrew F. Knaggs and The NYX 2025 Irrevocable Trust UA, dated April 8, 2025 (the "Trust") (together, the "Reporting Persons"). |
| (b) | Andrew F. Knaggs and the Trust: 4040 NE 2nd Ave, Ste 348, Miami, Florida 33137. |
| (c) | Mr. Knaggs is the President of the Issuer. The Trust is an irrevocable trust organized under the laws of Delaware, and Andrew F. Knaggs, is the individual trustee of the Trust. |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. |
| (f) | Mr. Knaggs is a citizen of the U.S. The Trust, is an irrevocable trust organized under the laws of Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Trust received the 59,526,224 shares of the Issuer's common stock as merger consideration (the "Merger Consideration Shares") as a result of the consummation of that certain business combination ("Business Combination") as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. The Trust was a stockholder of the target company and exchanged all of its shares in the target company for the Merger Consideration Shares. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons own 59,526,224 shares of the Issuer's common stock, which are the Merger Consideration Shares, representing 10.03% of the issued and outstanding shares of the Issuer's common stock immediately following the consummation of the Business Combination. Mr. Knaggs is the President of the Issuer.
Subject to the Lock-up Agreement (as defined below), the provisions of the Second Amended and Restated Certificate of Incorporation and the Issuer's insider trading policies, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the common stock shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
The Reporting Persons from time to time intend to review their investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's common stock shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the common stock shares or otherwise, they may acquire common stock shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the common stock shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The following disclosure is based on 593,349,852 common stock shares issued and outstanding as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026.
As of the date of this Schedule 13D, the Reporting Persons are the beneficial owners of 59,526,224 shares of the Issuer's common stock, representing approximately 10.03% of the issued and outstanding common stock of the Issuer. The 59,526,224 shares of the Issuer's common stock are directly beneficially owned by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025. Andrew F. Knaggs may be deemed the beneficial owner of the shares held by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025, as Andrew F. Knaggs, is the individual trustee, and Andrew F. Knaggs has sole voting and dispositive power over the shares. |
| (b) | See item 5(a) immediately above. |
| (c) | Except as disclosed in Item 3, the Reporting Persons have not effectuated any transactions during the past 60 days in any common stock shares of the Issuer. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The relationships between the Reporting Persons described in Items 2 and 5 above are incorporated herein by reference.
Lock-up Agreement
In connection with the Business Combination, the Reporting Persons entered into with the Issuer that certain Company Equityholder Support and Lock-Up Agreement, as amended by the Amendment to Company Equityholder Support and Lock-Up Agreement ("Lock-Up Agreement"). Pursuant to the terms of the Lock-Up Agreement, the Reporting Persons agreed that, for a period ending on the third anniversary of the closing of the Business Combination, with regard to their common stock shares, they will not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Company Equityholder Support and Lock-Up Agreement and the Amendment to Company Equityholder Support and Lock-Up Agreement, which are attached as Exhibits 10.1 and 10.2 to this Schedule 13D and incorporated herein by reference.
Registration Rights Agreement
At the Closing of the Business Combination, the Reporting Persons entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which, among other things, the Issuer is obligated to file a registration statement to register the resale of the common stock of the Issuer held by the Reporting Persons. The foregoing description of the form of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is attached as Exhibit 10.3 to this Schedule 13D and incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1.1 Joint Filing Agreement
10.1 Company Equityholder Support and Lock-Up Agreement (incorporated by reference to Exhibit 10.10, of the Issuer's Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.2 Amendment to Company Equityholder Support and Lock-Up Agreement (incorporated by reference to Exhibit 10.11, of the Issuer's Current Report on Form 8-K filed with the SEC on January 9, 2026).
10.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.9, of the Issuer's Current Report on Form 8-K filed with the SEC on January 9, 2026). |
