Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-087062

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301347-8k_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 10, 2026

Evolution

Metals & Technologies Corp.

(Exact

name of registrant as specified in its charter)

Delaware

001-41183

87-1006702

(State or other jurisdiction

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 ☒

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

7.01 Regulation FD Disclosure

August 10, 2026, Evolution Metals & Technologies Corp. (the “Company”) issued a press release announcing the appointment

of Kenji Konishi as Head of Magnet Engineering Production. 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 furnished herewith:

Exhibit No.

Description

99.1

Press Release dated August 10, 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 10, 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 10, 2026

EX-99.1

Filename: ea030134701ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution

Metals & Technologies Appoints Industry Veteran Kenji Konishi to Lead Rare Earth Magnet Engineering Production

Former

JL MAG Rare Earth CTO and Vice President Kenji Konishi joins EM&T with a team of senior engineers to support expansion toward 10,000

metric tons of annual rare earth magnet capacity ahead of the January 1, 2027 DFARS deadline

MIAMI,

FL, August 7, 2026 — Evolution Metals & Technologies Corp. (Nasdaq: EMAT) (“EM&T” or the “Company”),

a U.S.-based critical materials and advanced manufacturing company specializing in rare earth permanent magnets, battery materials, and

related critical technologies, has appointed industry expert Kenji Konishi as Head of Magnet Engineering Production, alongside a core

team of senior Japanese magnet-manufacturing veterans recruited from leading global producers. Mr. Konishi joins EM&T from JL MAG

Rare Earth Co., Ltd., where he served as Vice President and Chief Technology Officer.

Mr.

Konishi brings to EM&T an elite, decades-long global track record of scaling high-performance sintered NdFeB magnet production to

commercial volumes for Tier-1 automotive, industrial, and defense-adjacent OEMs. Joined by a team of senior operating professionals,

his appointment directly reinforces EM&T’s manufacturing execution behind its expansion toward approximately 10,000 metric

tons of annual rare earth magnet capacity by November 2026.

This

operational expansion accelerates EM&T’s positioning as the only known company outside China capable of supplying rare earth

permanent magnets compliant with DFARS 252.225-7052, which mandates strict material origin and sourcing standards for qualifying U.S.

defense systems effective January 1, 2027. The move also follows the July 20, 2026 Executive Order, Securing America’s Defense

Supply Chains and Ensuring Domestic Acquisition of Critical Materials, which strengthened enforcement of domestic sourcing standards

and critical material origin requirements across U.S. defense procurement.

Mr.

Konishi began his career in 1994 at Santoku Corporation, holding technical and business leadership positions in permanent magnet materials

for nearly two decades before serving as Chief Executive Officer of Minmetals Santoku in Ganzhou, China. As Vice President and CTO of

JL MAG Rare Earths, he oversaw a period in which annual revenue grew approximately 2.76 times, from roughly US$115 million in 2015 to

approximately US$318 million in 2020. He then founded JL MAG Japan, serving as its inaugural President.

Mr.

Konishi’s expertise spans sintered NdFeB, bonded, and SmCo magnet systems, covering the full magnet manufacturing process from

alloy design through mass production. He is particularly proficient in advanced surface treatment and grain boundary diffusion, the

process step that enables heavy-rare-earth-efficient magnets required by defense, automotive, and industrial applications. Joining

Mr. Konishi at EM&T are senior engineering professionals with prior tenure at TDK Corporation, SAE Magnetics, Daido Steel,

Samsung Electro-Mechanics, and Napac, assembling one of the deepest concentrations of rare earth permanent magnet expertise outside

China.

“Recruiting

Kenji, and the senior operators who have chosen to join him at EM&T, is one of the strongest possible indications of what we continue

to build,” said David Wilcox, Executive Chairman of EM&T. “Very few individuals in the world combine his depth of knowledge

and experience in sintered NdFeB mass production, grain boundary diffusion, and full-process engineering with a proven track record of

scaling a magnet business commercially in a secure, compliant, and resilient supply chain.1 The US Government’s seemingly

lack of engagement with EM&T reminds us of when Tesla didn’t get invited to the Biden Administration’s Electric Vehicle

roundtable in 2021. EM&T is the only US magnet producer that is compliant with the critical DFARS 252.225-7052 mandate, according

to publicly available representations.”

“Equipment

and financing get you a factory; operators get you a magnet business,” said Frank Moon, Chief Executive Officer of EM&T. “Kenji

has spent his career at the center of the global rare earth magnet industry — at Santoku, at Minmetals Santoku, and as CTO of JL

MAG — and he arrives with a team of senior engineers who share that record. That combination is exactly what our next phase of

production growth, and our ability to serve

U.S.

defense prime contractors under DFARS, requires.”

“Evolution

Metals is the only known company to be compliant with DFARS 252.225-7052 that has already built commercial-scale rare earth magnet production

to address supply chain dependency, and it is positioned to replicate that capability in the United States at a moment when the market

urgently needs it,” said Kenji Konishi. “I look forward to helping the Company meet the growing global demand for

reliable, non-China rare earth magnet supply.”

Note

1: For 12 of the 13 investments the US Government has made into companies in the rare earth magnet industry, none of these investments

have been into companies that actually produce and sell rare earth magnets. EM&T is the only company in the rare earth magnet industry

that produces and sells commercial scale rare earth magnets and is compliant with DFARS 252.225-7052. David Copley, Special Assistant

to the President for Critical Materials, is complicit in the US taxpayers funding these companies, as well as the investment bank Cantor

Fitzgerald, which is the subject of an investigation by Democratic lawmakers in connection with more than a dozen deals involving the

Federal Government in the critical minerals industry.

(https://www.cnbc.com/2026/07/31/senate-democrats-trump-lutnick-critical-mineral-deals.html)

###

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 EMAT 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,

the appointment of Mr. Konishi and the assembly of its Korea-based engineering and operating team, anticipated production capacity, expansion

plans, customer qualifications and certifications, machine delivery timelines, competitive positioning, non-China feedstock sourcing

arrangements and expected delivery volumes, compliance with DFARS 252.225-7052 and the July 20, 2026 Executive Order Securing America’s

Defense Supply Chains and Ensuring Domestic Acquisition of Critical Materials, the Company’s ability to serve as a compliant supplier

to U.S. defense prime contractors and their subcontractors under the mitigation-plan framework, 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

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 related to customer qualification

and certification timelines and outcomes; risks related to customer concentration and customer relationships; risks related to the interpretation,

enforcement, amendment, or repeal of DFARS 252.225-7052 and the July 20, 2026 Executive Order and related U.S. Government regulations;

risks related to non-China feedstock sourcing, including timing and volume of deliveries under supply arrangements; risks related to

defense contractor customer qualification under mitigation-plan frameworks and traceability documentation requirements; risks that the

Company’s competitive positioning as a compliant supplier may not materialize as expected; 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, customer qualification and certification, 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 for the year ended December 31, 2025 filed with the SEC on February 20, 2026 and the Report on

Form 10-Q of EMAT 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 EMAT. 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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