false
0001866226
0001866226
2026-05-13
2026-05-13
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):
May 13, 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 or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4040 NE 2nd Ave, Suite 349
Miami, Florida 33137
(Address and zip code of principal executive offices)
561-225-3205
(Registrant’s telephone number, including
area code)
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 1.01 Entry into a Material Definitive Agreement
On May 13, 2026, Evolution Metals LLC, (“EM
LLC”), a wholly owned subsidiary of Evolution Metals & Technologies Corp. (the “Company”), entered into eight separate
equipment supply contracts (collectively, the “Contracts” and each a “Contract”) with ULVAC Korea, Ltd. (“ULVAC
Korea”) for the purchase of vacuum induction melting furnaces and continuous vacuum sintering furnaces. The equipment is intended
for use in the Company’s rare earth metal and rare earth permanent magnet production operations. A summary of the equipment to be
supplied under the eight Contracts is set forth below:
| Contract No. |
|
Equipment |
|
Quantity |
| |
|
|
|
|
| W20260330-001-01 |
|
Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device |
|
2 sets |
| |
|
|
|
|
| W20260330-003-01 |
|
Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C |
|
2 sets |
| |
|
|
|
|
| W20260330-004-01 |
|
Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC |
|
2 sets |
| |
|
|
|
|
| W20260330-005-01 |
|
Continuous Vacuum Sintering Furnace — FSC-6150C-8 |
|
2 sets |
| |
|
|
|
|
| W20260330-006-01 |
|
Continuous Vacuum Sintering Furnace — FHH-6150C-6 |
|
2 sets |
| |
|
|
|
|
| W20260330-007-01 |
|
Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device |
|
1 set |
| |
|
|
|
|
| W20260330-008-01 |
|
Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A |
|
1 set |
| |
|
|
|
|
| W20260330-009-01 |
|
Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC/A |
|
1 set |
Material Terms
Delivery. Delivery is to be made on a DDP buyer final destination basis (Republic
of Korea) no later than November 30, 2026. Delivery is to occur prior to completion of full installation and commissioning at the buyer’s
site.
Payment Structure. Each Contract provides
for payment in four installments tied to project milestones: a first installment due in May or July 2026; a second installment due in
July or August 2026; a third installment due within five (5) days of shipment ex Dalian; and a final installment due within thirty (30)
days of arrival at destination.
Performance Bond and Cargo Insurance. ULVAC
Korea is required to procure, and to submit to EM LLC within twenty-four (24) hours after execution of each Contract, a performance guarantee
insurance policy issued by Seoul Guarantee Insurance Co., Ltd. covering ULVAC Korea’s delivery obligations. ULVAC Korea is also
required, at its sole cost, to procure and maintain comprehensive inland, transit and marine cargo insurance covering the equipment from
its facility through final delivery in the Republic of Korea.
Acceptance, Warranty and Late-Delivery Remedies.
Shipment of the equipment is conditioned upon successful completion of a Factory Acceptance Test (FAT) in the presence of EM LLC and
mutual agreement on the On-site Installation Inspection Test Plan (ITP). ULVAC Korea will deliver technical specifications, acceptance
criteria, equipment drawings, testing reports and the ITP prior to or during the FAT. ULVAC Korea provides a one (1) year warranty on
the equipment, running from completion of full commissioning and commencement of normal operation at the buyer’s site. Late delivery
(other than as a result of force majeure) is subject to a daily late-delivery penalty payable by ULVAC Korea, subject to a cap.
Cancellation, Force Majeure and Governing Law.
EM LLC has the right to terminate any Contract for its convenience at any time prior to delivery upon written notice, subject to a
tiered cancellation charge that scales with the number of weeks between ULVAC Korea’s receipt of advance payment and the date of
cancellation. Either party may terminate a Contract if a force majeure event continues for more than four (4) weeks. The Contracts are
governed by the laws of the Republic of Korea, with disputes settled by arbitration in the Republic of Korea before the Korean Commercial
Arbitration Board; the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Relationship. ULVAC Korea is not a related
party to the Company or EM LLC. The Contracts were negotiated on arm’s-length terms.
The foregoing description of the Contracts does
not purport to be complete and is qualified in its entirety by reference to the full text of the Contracts, which are filed as Exhibits
10.1 through 10.8, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 14, 2026, the Company issued a press release
announcing the Company’s entering into the Contracts with ULVAC Korea for the purchase of certain equipment as discussed above.
A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current
Report on Form 8-K, 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 by 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 EMAT and may include, without limitation, statements regarding EMAT’s strategy,
business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand, regulatory
developments, and other future events or conditions. 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, EMAT’s ability to execute its business plan, obtain financing, construct and scale facilities,
secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions, respond to
competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EMAT’s filings with the U.S. Securities
and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EMAT 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 filed herewith:
| Exhibit No. |
|
Description |
| 10.1# |
|
Equipment Supply Contract No. W20260330-001-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.2# |
|
Equipment Supply Contract No. W20260330-003-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.3# |
|
Equipment Supply Contract No. W20260330-004-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.4# |
|
Equipment Supply Contract No. W20260330-005-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.5# |
|
Equipment Supply Contract No. W20260330-006-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.6# |
|
Equipment Supply Contract No. W20260330-007-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.7# |
|
Equipment Supply Contract No. W20260330-008-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 10.8# |
|
Equipment Supply Contract No. W20260330-009-01 by and between Evolution Metals LLC and ULVAC Korea, Ltd. dated May 13, 2026. |
| 99.1 |
|
Press Release dated May 14, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
| # | Certain confidential portions (indicated by brackets and
asterisks) of this exhibit have been omitted |
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: May 14, 2026
| |
Evolution Metals & Technologies Corp. |
| |
|
| |
By: |
/s/ Christopher Clower |
| |
Name: |
Christopher Clower |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Evolution Metals & Technologies Enters
into Strategic Equipment Purchase Agreements with ULVAC to Scale Annual Rare Earth Magnet Capacity to 10,000 Tons, Including 6,000 Tons
of High-Performance Sintered Magnets
Binding purchase order for thirteen world-class
ULVAC sintered magnet machines, with expedited delivery and installation by November 2026; Deal leverages EM&T and ULVAC’s strategic
relationship to solidify EM&T’s position as the world’s largest producer of rare earth magnets outside of China
MIAMI, FL, May 14, 2026 (GLOBE NEWSWIRE)
– Evolution Metals & Technologies Corp. (“EM&T”, Nasdaq: EMAT), a mid-and-down-stream critical and strategic
metals producer, has entered into binding purchase orders (the “Purchase Orders”) with ULVAC Korea, Ltd., a subsidiary of
ULVAC, Inc. (“ULVAC”), the world’s leading manufacturer of rare earth sintered magnet production machinery, to purchase
thirteen high-performance rare earth sintered magnet making machines. The scheduled delivery and installation of all thirteen machines
in November 2026 is intended to expand EM&T’s current annual rare earth magnet production capacity to 10,000 metric tons per
annum, including 6,000 metric tons per annum of high-performance sintered magnets.
This transaction represents a significant milestone
in EM&T’s growth in building a secure supply chain for high-performance rare earth permanent magnets. Upon integrating this
latest equipment into EM&T’s existing production line, which is planned for November 2026, EM&T believes it will be positioned
to be one of the leading producers of rare earth magnets outside of China.
Frank Moon, Chief Executive Officer of EM&T, commented:
“The partnership with ULVAC
is the most consequential commercial landmark in EM&T’s history. The thirteen ULVAC machines are representative of the global
standard for production of high-performance sintered rare earth magnets, and securing delivery by November 2026 — a timeline that
would normally require 24 months post ULVAC’s deep due diligence — reflects the deep, long-standing trust and partnership
EM&T’s management and engineers have built with ULVAC over many years.
“We are not simply buying
machines. We are deploying the most advanced sintered magnet manufacturing infrastructure.
“And we are doing
it on a timeline that puts us years ahead of our known market peers in delivering high-performance rare earth magnets to market at commercial
scale.
“Almost every human interacts
with a magnet every day, spanning automotive, defense, health, guidance, etc. The demand for what we are building is urgent, real, and
growing every day.
“We believe that by
increasing our existing magnet production to 10,000 tons per year, EM&T will be positioned to supply at scale ex-China manufacturers,
including U.S. defense contractors who are required to buy American by January 2027. We believe this is what being years ahead of building,
planning, executing and operating look like in practice.”
About ULVAC, Inc.
ULVAC, Inc. (www.ulvac.co.jp/en) is a Japanese
multinational corporation founded in 1952 and headquartered in Kanagawa, Japan. It is the world’s leading systems and solutions
provider and manufacturer of vacuum equipment to produce rare earth permanent magnets, advanced electronic devices, semiconductors, displays,
automotive, and pharmaceuticals.
In the rare earth magnet industry specifically,
ULVAC is universally recognized as the global standard-setter for sintered NdFeB magnet production technology. ULVAC’s reputation
on Rare Earth alloy/magnet manufacturing equipment is unparalleled and ULVAC is regarded as state of the art throughout the industry.
ULVAC’s sintered magnet production systems
— including its vacuum sintering furnaces, strip casting systems, hydrogen decrepitation units, and jet milling equipment —
are the machines used by the world’s leading rare earth magnet manufacturers to produce the highest-grade, highest-performance sintered
NdFeB magnets available commercially. ULVAC’s equipment is the manufacturing backbone of the global rare earth magnet industry,
enabling the production of the Grade N52 and higher-performance magnets required for EV traction motors, direct-drive wind turbines, aerospace
actuation systems, and advanced defense applications.
ULVAC’s technology is characterized by its
precision process control, reproducibility at commercial scale, and the ability to achieve the grain boundary diffusion and microstructural
uniformity required for the highest energy product magnets. Acquiring ULVAC sintered magnet production systems is a prerequisite for any
company seeking to produce world-class, application-grade sintered rare earth magnets. EM&T believes that ULVAC’s allocation
of thirteen production systems to EM&T on an expedited basis is therefore not merely a commercial transaction — it is a technology
certification of EM&T’s capability and readiness to produce at the highest level of magnet manufacturing excellence.
Validation of EM&T’s Strategic Position
EM&T believes that the binding Purchase Order
with ULVAC represents powerful external validation of EM&T’s technological leadership, commercial credibility, and strategic
positioning in the global rare earth magnet supply chain. Management believes the following factors demonstrate that EM&T is years
ahead of any known peer in delivering high-performance rare earth magnets outside China at large commercial scale:
| ● | Typical 24-Month Delivery Compressed to Months.
The standard delivery timeline for ULVAC sintered magnet production machines is more than 24 months from order placement. EM&T’s
binding Purchase Order contemplates delivery of all thirteen machines by November 2026 — an extraordinary compression of the normal
lead time that EM&T believes reflects the unique depth and longevity of the relationship between EM&T and ULVAC’s leadership,
as well as EM&T’s recognized status as a premier commercial partner and end-user of ULVAC technology. |
| ● | EM&T believes that ULVAC’s Endorsement Validates
EM&T’s Operational Credibility. ULVAC, Inc. is a preeminent manufacturer of rare earth sintered magnet production systems.
ULVAC does not allocate its most advanced machinery to customers it does not regard as technically qualified, commercially serious, and
operationally capable. EM&T believes that the fact that ULVAC has committed to this expedited, binding delivery schedule for thirteen
of its premier sintered magnet machines is itself a powerful endorsement of EM&T’s manufacturing capability, management team
quality, and commercial standing. |
| ● | Production Scale. Upon delivery and commissioning
of the thirteen ULVAC machines, EM&T projects annual production capacity of approximately 10,000 metric tons of rare earth magnets,
including 6,000 metric tons of high-performance rare earth magnets. Management believes this will continue to position EM&T to be
the largest producer of rare earth magnets outside of China by a significant margin, aiming to establish a dominant ex-China market position. |
| ● | Vertically Integrated Supply Chain Covering the Full
Value Chain. EM&T plans to build what it believes is the only known vertically stacked critical materials supply chain in
the Western Hemisphere, spanning from end-of-life electronics and battery recycling, and processing of high grade concentrates, through
rare earth oxide processing, NdPr metal and alloy production, bonded magnet manufacturing, and now, with this Purchase Order, significantly
increased large-scale high-performance sintered magnet production. EM&T believes that this vertical integration from recycled feedstock
to finished high-performance magnet is unique in the Western world and can create supply chain security and quality control that no competitor
relying on Chinese feedstock or intermediate processing can match. |
| ● | Years of Lead Time Advantage Over Any Known Peer.
EM&T believes that the combination of EM&T’s existing commercial-scale operations, its proprietary vertical supply chain,
the November 2026 ULVAC machine delivery, and the 36-month lead time, which includes a year of validation of the buyer, that any new
entrant would face from order placement means that EM&T’s competitive moat is measurable in years, not months. |
| ● | U.S. National Security. The U.S. government
has designated rare earth permanent magnets, including NdFeB sintered magnets, as critical national security materials. China’s
April 2025 export controls on rare earth magnet materials created immediate supply chain disruptions across U.S. defense, automotive,
and advanced technology sectors. EM&T believes that the November 2026 production scale-up aims to directly address this national
security imperative and positions EM&T as a cornerstone supplier for U.S. government and allied industrial programs. In January 2027,
the U.S. Department of War policy begins of U.S. defense contractors only being able to buy American. |
EM&T’s ULVAC Purchase Order Equipment
List:

About Evolution Metals & Technologies Corp.
Evolution Metals & Technologies Corp. is a
U.S. based critical materials and advanced manufacturing company listed on Nasdaq (EMAT). EMAT is focused on building a secure supply
chain for rare earth permanent magnets, battery materials, and related critical technologies, leveraging proven commercial-scale operations,
advanced processing technologies, and strategic partnerships. EM&T operates what it believes is the only known vertically stacked
critical materials supply chain spanning from end-of-life electronics and batteries, as well as high-grade concentrates, through the manufacture
of finished rare earth magnets, including high-performance rare earth magnets, and battery materials.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking
statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, or the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding EMAT’s plans, objectives, expectations, projections, strategies, anticipated production capacity,
expansion plans, machine delivery timelines, competitive positioning, and commercial operations. All statements, other than statements
of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments
that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited
to statements regarding future business strategy, production capacity, plans and goals, competitive strengths, and expansion and growth
of our business. These forward-looking statements, along with terms such as “anticipate,” “expect,” “intend,”
“may,” “will,” “should,” “believes,” “positioned,” and other comparable terms,
involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those risks include
risks related to changes in our operations; uncertainties concerning estimates and projections; industry-related risks; the commercial
success of, and risks related to, our development activities; uncertainties and risks related to our reliance on contractors, equipment
suppliers, and consultants; and risks related to machine delivery schedules, commissioning timelines, and production ramp-up. . Those
statements include statements regarding the intent, belief, or current expectations of EMAT and its management, as well as the assumptions
on which such statements are based. Although the Company has attempted to identify important factors that could cause actual results to
differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated,
estimated, or intended. . While these forward-looking statements were based on assumptions that the Company believes are reasonable when
made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance,
or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this press release.
In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this press
release, those results, performance, or achievements may not be indicative of results, performance, or achievements in later periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking
statements made in this press release speak only as of the date of those statements, and we undertake no obligation to update those statements
or to publicly announce the results of any revisions to any of those statements to reflect future events or developments unless required
by law. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed
or implied, including risks related to execution, financing, regulatory approvals, equipment delivery, and market conditions. Additional
information concerning these and other factors that may impact EMAT’s expectations and projections can be found in filings it makes
with the SEC, including the Annual Report on Form 10-K of EMAT filed with the SEC on February 20, 2026, including those under “Risk
Factors” therein, and other documents filed or to be filed with the SEC by EMAT. SEC filings are available on the SEC’s website
at www.sec.gov.
Investor Relations Contact:
Judith McGarry
Evolution Metals & Technologies Corp.
investor.relations@evolution-metals.com
Arx Investor Relations
North American Equities Desk
EMAT@arxhq.com