Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-089079

Filed: 2026-08-13

Period: 2026-08-11

CIK: 0001866226

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0302058-8k_evolution.htm (Primary)

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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): August 13, 2026(August

11, 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 5.02(b) Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of General Thomas A. Bussiere

(ret.) to the Board of Directors

On August 13, 2026, the Board of Directors (the

“Board”) of Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) appointed General

Thomas A. Bussiere (ret.), former Commander of U.S. Strategic Command, to serve as an independent member of the Board, effective immediately.

General Bussiere was also appointed by the EM&T Board to serve as a member of the Audit Committee, Compensation Committee, and Nominating

and Corporate Governance Committee of the Board. General Bussiere was appointed as a Class I Director.

General Bussiere brings to the Board more than

40 years of distinguished executive and military leadership experience directing complex global operations, managing enterprise risk,

leading large-scale organizations, and executing high-stakes strategic initiatives. Most recently, General Bussiere served as a four-star

General in the United States Air Force and as Commander of Air Force Global Strike Command from 2022 to 2025, where he led an organization

of more than 33,000 personnel responsible for the defense infrastructure, strategic operations, critical asset oversight, and modernizing

multi-billion-dollar technological and enterprise systems across United States strategic forces.

Prior to leading Air Force Global Strike Command,

General Bussiere served as Deputy Commander of U.S. Strategic Command from 2020 to 2022, where he co-directed the operational infrastructure

and strategic joint-force command of a global enterprise responsible for some of the United States’ most critical strategic missions.

Throughout his 40-year career, General Bussiere held numerous senior command and leadership positions involving multinational operations,

advanced technology programs, strategic planning, safety and compliance, organizational transformation, and coordination across government

agencies and international partners.

General Bussiere is also a command pilot with

more than 3,400 flight hours across multiple advanced aircraft, including the F-22 Raptor, the F-15 Eagle, the B-1B Lancer and the B-2A

Spirit. He holds a Bachelor of Science in Business Management from Norwich University and multiple graduate degrees, including a Master

of Strategic Studies from the U.S. Army War College. His full biography is contained on the U.S. Air Force website: https://www.af.mil/About-Us/Biographies/Display/Article/108798/thomas-a-bussiere/

The Board believes that General Bussiere’s

extensive experience in enterprise leadership, strategic execution, risk management, operational excellence, technology modernization,

and leading complex organizations in mission-critical environments will provide significant additional perspective and expertise to the

Board as the Company continues to execute its strategic growth initiatives.

No arrangements or understandings exist between

General Bussiere and any other persons pursuant to which the Board selected General Bussiere as a director.

General Bussiere maintains no family relationships

with any director, nominee for director, or executive officer of the Company. Furthermore, General Bussiere has no direct or indirect

material interest in any transaction or currently proposed transaction that would require disclosure pursuant to Item 404(a) of Regulation

S-K.

General Bussiere will be eligible to receive compensation

for his service on the Board and its committees in accordance with the Company’s existing non-employee director compensation program,

as in effect from time to time.

Board Committee Updates; Resignation

Effective August 12, 2026, the Board appointed

Saul Locker to serve as Chairman of the Audit Committee.

Effective August 11, 2026, Thomas Stoddard resigned

from the Board and, in connection with his resignation, ceased serving as Chairman of the Audit Committee and as a member of the Compensation

Committee and Nominating and Corporate Governance Committee.

Item 7.01 Regulation FD Disclosure

On August 13, 2026, the Company issued a press

release announcing the appointment of General Thomas A. Bussiere (ret.) to the Board. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including

Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or

otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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 EM&T and may include, without limitation, statements regarding EM&T’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, EM&T’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 EM&T’s filings with the U.S.

Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EM&T

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 furnished herewith:

Exhibit No.

Description

99.1

Press Release dated August 13, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 13, 2026

Evolution Metals & Technologies Corp.

By:

/s/ Christopher Clower

Name:

Christopher Clower

Title:

Chief Financial Officer and Chief Operating Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 13, 2026

EX-99.1

Filename: ea030205801ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution Metals & Technologies Corp. Appoints

U.S. Air Force General Thomas A. Bussiere (Ret.)

to Board of Directors

Former Commander of Air Force Global Strike

Command Brings Four Decades of Executive Strategic Planning, Defense Logistics, and Multi-Billion-Dollar Enterprise Leadership

MIAMI, FL, August 13, 2026 — Evolution

Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT), a U.S.-based critical materials

and advanced manufacturing company, today, announced the appointment of General Thomas A. Bussiere (ret.), former Commander of United

States Air Force Global Strike Command and former Deputy Commander of the U.S. Strategic Command, as an independent member of its Board

of Directors.

General Bussiere joins EM&T following an extraordinary

40-year career in the United States Air Force, culminating in his service as the four-star Commander of Air Force Global Strike Command,

where he led more than 33,000 personnel responsible for the nation’s bomber and intercontinental ballistic missile forces, its nuclear

command, control and communications (NC3) enterprise, and multi-billion-dollar strategic modernization programs, including responsibility

for defense supply chains, national level strategic operations, and critical asset optimizations. Prior to this, he served as Deputy Commander

of U.S. Strategic Command, co-directing global operations and strategic joint-force command for the nation’s most critical defense

missions. His career also included senior leadership positions overseeing multinational and interagency operations, advanced technology

programs, organizational transformation, safety and compliance, and large distributed workforces.

“General Bussiere brings unmatched operational

scale, strategic discipline, and enterprise risk management to EM&T as we continue building and scaling a critical materials and advanced

manufacturing platform of national and global significance,” said David Wilcox, Executive Chairman of EM&T. “General Bussiere

has spent over four decades leading mission-critical organizations at extraordinary scale, overseeing strategic assets, managing enterprise

risk and executing complex modernization programs where performance, accountability, and disciplined execution were paramount. His strategic

experience will be invaluable as EM&T leads the market in critical minerals production, including rare earth permanent magnets which

meet the criteria for DFARS compliance.”

General Bussiere previously commanded the Alaskan

Command, Eleventh Air Force and Alaskan North American Aerospace Defense Command Region, as well as Eighth Air Force and the Joint-Global

Strike Operations Center. Across these assignments, he developed extensive experience coordinating complex organizations and international

stakeholders while operating in high-reliability, high-consequence environments.

General Bussiere is also a command pilot with

more than 3,400 flight hours across multiple advanced aircraft, including the F-22 Raptor, the F-15 Eagle, the B-1B Lancer and the B-2A

Spirit. He holds a Bachelor of Science in Business Management from Norwich University and multiple graduate degrees, including a Master

of Strategic Studies from the U.S. Army War College. His full biography is contained on the U.S. Air Force website: https://www.af.mil/About-Us/Biographies/Display/Article/108798/thomas-a-bussiere/

General Bussiere stated: “I am honored to

join the Board of Evolution Metals & Technologies Corp. at this critical stage in the Company’s development. The resilience

of critical materials supply chains and advanced manufacturing capabilities has become increasingly important to both economic and national

security. EM&T has an ambitious mission and a differentiated operating platform. I look forward to working with David, the management

team and my fellow directors to support disciplined execution, strong governance and sustainable long-term value creation.”

General Bussiere was appointed to the Board’s

Audit, Compensation, and Nominating and Corporate Governance Committees.

In connection with the Board appointment, Saul

Locker has been appointed Chairman of the Audit Committee. Thomas Stoddard has resigned from the Board and his positions on its committees.

EM&T thanks Mr. Stoddard for his service and contributions to the Company.

About Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp. (Nasdaq:

EMAT) is a U.S.-based critical materials and advanced manufacturing company for rare earth permanent magnets, battery materials, and related

critical minerals and technologies. By leveraging proven commercial-scale operations, advanced processing technologies, and strategic

partnerships, EM&T operates what it believes is the only vertically integrated critical materials supply chain spanning end-of-life

electronics and batteries, high-grade concentrates, and the manufacture of finished rare earth magnets (including high-performance rare

earth magnets) and battery materials. For additional information, please visit https://investors.evolution-metals.com and follow the Company

on Linkedin.

Cautionary Note Regarding EM&T 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 EM&T’s plans, objectives, expectations, projections, strategies, the anticipated contributions

of General Bussiere to the Board of Directors and to the Company, the value the Company expects to derive from his experience, judgment

and perspective, EM&T’s governance and Board and committee composition, EM&T’s strategic execution and growth initiatives,

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; risks related to key

personnel retention and the integration of newly hired personnel and teams; risks that General Bussiere’s service on the Board may

not result in the anticipated benefits to the Company; risks related to Board and committee composition, director transitions, and succession

planning; and general risks related to the execution of the Company’s strategic and growth initiatives. Those statements include

statements regarding the intent, belief, or current expectations of EM&T 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, customer qualification and certification,

and market conditions. Additional information concerning these and other factors that may impact EM&T’s expectations and projections

can be found in filings it makes with the SEC, including the Annual Report on Form 10-K of EM&T for the year ended December 31, 2025

filed with the SEC on February 20, 2026 and the Report on Form 10-Q of EM&T for the three months ended March 31, 2026 filed with the

SEC on May 22, 2026, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by

EM&T. SEC filings are available on the SEC’s website at www.sec.gov.

Investor Relations Contacts

Judith McGarry

Evolution Metals & Technologies Corp.

investor.relations@evolution-metals.com

Arx Investor Relations

North American Equities Desk

EMAT@arxhq.com

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