Good Earth 1000 takes 10.69% stake in Evolution Metals (NASDAQ: EMAT) via merger

Rhea-AI Filing Summary

Evolution Metals & Technologies Corp. (EMAT) has a new large shareholder disclosure. Good Earth 1000, LLC and Nicole Garcia filed a Schedule 13D reporting beneficial ownership of 63,421,535 common shares, representing 10.69% of EMAT’s outstanding stock, based on 593,349,852 shares outstanding.

These shares were issued to Good Earth 1000, LLC as merger consideration in a recently completed business combination. Nicole Garcia, as Manager of Good Earth 1000, LLC, may be deemed the beneficial owner with sole voting and dispositive power. A lock-up agreement restricts sales and similar transactions in these shares until seven days after the closing of the business combination.

The filing states the reporting persons may in the future buy more, hold, or sell EMAT securities and may discuss potential extraordinary corporate transactions with EMAT’s management, board, or other holders, though they have not committed to any specific plan beyond what is described.

Insights

Equity ownership & governance analyst

Schedule 13D shows a 10.69% EMAT stake from a merger, with future actions left open.

Good Earth 1000, LLC and Nicole Garcia report beneficial ownership of 63,421,535 EMAT common shares, or 10.69% of outstanding stock, received entirely as merger consideration in a business combination. The stake is held directly by Good Earth 1000, LLC, with Garcia as Manager holding sole voting and dispositive power.

A short-dated lock-up agreement, ending seven days after the business combination closing, temporarily limits sales, hedging and similar transactions in these shares. After that period, the filing notes that the reporting persons may buy more, hold, or sell shares and may engage management, the board, or other holders about possible extraordinary corporate actions, including mergers, asset deals, or changes in capitalization.

The Schedule 13D language is broad and preserves flexibility but stops short of announcing a concrete plan. Any actual influence on EMAT’s strategy or capital structure would depend on future decisions by the reporting persons and subsequent company disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Evolution Metals & Technologies Corp.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

30054B107

(CUSIP Number)

Nicole Garcia
4040 NE 2nd Ave, Ste 348
Miami, FL, 33137
561-225-3205

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 30054B107

1

Name of reporting person

Good Earth 1000, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 63,421,535.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 63,421,535.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

63,421,535.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.69 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

As to Item 4 immediately above, the shares of common stock held by the Reporting Person were issued 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. As to Items 7, 9, and 11 immediately above, the shares beneficially owned represent 63,421,535 shares of the Issuer's common stock directly beneficially owned by Good Earth 1000, LLC. Nicole Garcia may be deemed the beneficial owner of the shares held by Good Earth 1000, LLC, as Nicole Garcia, is the Manager of Good Earth 1000, LLC, and Nicole Garcia, has sole voting and dispositive power over the shares. As to Item 13 immediately above, the percentage 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 to Item 14, immediately above, the type of reporting person is Limited Liability Company organized under the laws of Nevada.

SCHEDULE 13D

CUSIP No. 30054B107

1

Name of reporting person

Nicole Garcia

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 63,421,535.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 63,421,535.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

63,421,535.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.69 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

As to Item 4 immediately above, the shares of common stock held by the Reporting Person were issued 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. As to Items 7, 9, and 11 immediately above, the shares beneficially owned represent 63,421,535 shares of the Issuer's common stock directly beneficially owned by Good Earth 1000, LLC. Nicole Garcia may be deemed the beneficial owner of the shares held by Good Earth 1000, LLC, as Nicole Garcia, is the Manager of Good Earth 1000, LLC, and Nicole Garcia, has sole voting and dispositive power over the shares. As to Item 13 immediately above, the percentage 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.

SCHEDULE 13D

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 Nicole Garcia and Good Earth 1000, LLC (the "Good Earth") (together, the "Reporting Persons").
(b)	Nicole Garcia and Good Earth: 4040 NE 2nd Ave, Ste 348, Miami, Florida 33137.
(c)	Good Earth is a Limited Liability Company organized under the laws of Nevada, and Nicole Garcia, is the Manager of Good Earth.
(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)	Nicole Garcia is a citizen of the U.S. Good Earth is a limited liability company organized under the laws of Nevada.
Item 3.	Source and Amount of Funds or Other Consideration
	Good Earth received the 63,421,535 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. Good Earth 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 63,421,535 shares of the Issuer's common stock, which are the Merger Consideration Shares, representing 10.69% of the issued and outstanding shares of the Issuer's common stock immediately following the consummation of the Business Combination. 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 63,421,535 shares of the Issuer's common stock, representing approximately 10.69% of the issued and outstanding common stock of the Issuer. The 63,421,535 shares of the Issuer's common stock are directly beneficially owned by Good Earth 1000, LLC. Nicole Garcia may be deemed the beneficial owner of the shares held by Good Earth 1000, LLC, as Nicole Garcia, is the Manager of Good Earth, and Nicole Garcia 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 Equityholder Lock-up Agreement, dated January 5, 2026, by and among Welsbach Technology Metals Acquisition Corp. (now known as Evolution Metals & Technologies Corp.), Evolution Metals LLC, Welsbach Acquisition Holdings LLC, and Good Earth 1000, LLC ("Lock-Up Agreement"). Pursuant to the terms of the Lock-Up Agreement, the Reporting Persons agreed that, for a period ending seven days after 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 Lock-Up Agreement, which is attached as Exhibit 10.1 to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1.1 Joint Filing Agreement 10.1 Equityholder Lock-up Agreement, dated January 5, 2026, by and among Welsbach Technology Metals Acquisition Corp. (now known as Evolution Metals & Technologies Corp.), Evolution Metals LLC, Welsbach Acquisition Holdings LLC, and Good Earth 1000, LLC

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Good Earth 1000, LLC

Signature:	/s/ Nicole Garcia
Name/Title:	Manager
Date:	02/03/2026

Nicole Garcia

Signature:	/s/ Nicole Garcia
Name/Title:	Nicole Garcia
Date:	02/03/2026

FAQ

How many Evolution Metals & Technologies (EMAT) shares does Good Earth 1000, LLC own?

Good Earth 1000, LLC beneficially owns 63,421,535 shares of Evolution Metals & Technologies common stock. This stake was received entirely as merger consideration in a recent business combination, giving the reporting persons significant influence with 10.69% of EMAT’s outstanding shares.

What percentage of EMAT does Nicole Garcia report owning on the Schedule 13D?

Nicole Garcia is deemed to beneficially own 10.69% of EMAT’s common stock through Good Earth 1000, LLC. She is the Manager of Good Earth 1000, LLC and has sole voting and dispositive power over the 63,421,535 common shares held by that entity.

How did Good Earth 1000, LLC acquire its 63,421,535 EMAT shares?

Good Earth 1000, LLC received 63,421,535 EMAT common shares as merger consideration in a completed business combination. It exchanged all its shares in the target company for these EMAT shares, as described in Evolution Metals & Technologies’ Form 8-K (Amendment No. 1).

What lock-up restrictions apply to Good Earth 1000, LLC’s EMAT shares?

The reporting persons entered an Equityholder Lock-up Agreement dated January 5, 2026. For a period ending seven days after the business combination closing, they agreed not to sell, pledge, hedge, or publicly announce such transactions involving their EMAT common shares, subject to the agreement’s detailed terms.

Can Nicole Garcia and Good Earth 1000, LLC change their EMAT position in the future?

Yes. After the lock-up period and subject to EMAT’s governance documents and insider trading policies, the Schedule 13D states they may buy additional EMAT securities, hold their current stake, or sell shares through open-market or private transactions, depending on various business and market factors.

Does the EMAT Schedule 13D mention possible corporate actions or strategic changes?

The filing notes the reporting persons may discuss or encourage extraordinary transactions, such as mergers, asset deals, capitalization changes, or board and management changes. However, aside from the completed business combination, they state no specific current plans beyond the broad possibilities described in the disclosure.