Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-109240

Filed: 2026-10-14

Period: 2026-10-14

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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):

October 14, 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)

(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)

Not Applicable

(Former name or former address, if changed since

last report)

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 7.01 Regulation FD Disclosure.

On October 14, 2026, Evolution Metals & Technologies

Corp. (the “Company” or “EM&T”) issued a press release announcing that its portfolio of eight sintered neodymium-iron-boron

(“NdFeB”) rare earth magnet grades represents what the Company estimates to be approximately 75% of global sintered NdFeB

magnet revenue and approximately 52% of global volume — placing EM&T squarely at the commercial center of the rare earth magnet

market. The Company also reaffirmed its fiscal 2027 revenue guidance of $400 million to $460 million, announced that it expects to begin

acquiring equipment to produce samarium cobalt (“SmCo”) magnets, the magnet class relied upon across U.S. military systems,

by mid-2027, and confirmed it will respond to the U.S. Army’s sources sought notice for rare earth magnets. A copy of the press

release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, 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 of 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 EM&T and may include, without limitation, statements regarding the Company’s

customer-certified sintered NdFeB magnet grades and the markets those grades address, the Company’s expectation that it will begin

acquiring equipment to produce SmCo magnets and the timing thereof, the anticipated end uses of and demand for the Company’s magnets,

and EM&T’s strategy, business plans, and growth opportunities. 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: the accuracy of market size and market share estimates, which are based on Company estimates

and third-party data; the Company’s ability to convert customer certifications into purchase orders and revenue; the availability

and cost of financing for, and delays in the acquisition, delivery, installation or commissioning of, SmCo production equipment; the availability

of feedstock, working capital, and customer qualifications; changes in defense procurement requirements and demand; 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 October 14, 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: October 14, 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 OCTOBER 14, 2026

EX-99.1

Filename: ea030857201ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution Metals & Technologies Corp. Reaffirms

$400 Million to $460 Million FY2027 Revenue Guidance, Unveils Eight Sintered Magnet Grades Covering an Estimated 75% of Global NdFeB Revenue,

and Moves to Answer U.S. Army Call for Rare Earth Magnets

Seven of eight grades customer-certified and

first 13 of 57 containers of ULVAC equipment landed in Pohang on the path to more than 10,000 metric tons of annual capacity; SmCo production

equipment targeted for mid-2027 as DFARS 252.225-7052 extends its mine-to-magnet restriction to SmCo magnets on January 1, 2027

MIAMI, FL, Oct. 14, 2026 (GLOBE NEWSWIRE) --

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

materials and advanced manufacturing company, today announced that its portfolio of eight sintered neodymium-iron-boron (“NdFeB”)

rare earth magnet grades represents what the Company estimates to be approximately 75% of global sintered NdFeB magnet revenue and approximately

52% of global volume — placing EM&T squarely at the commercial center of the rare earth magnet market. The Company also reaffirmed

its fiscal 2027 revenue guidance of $400 million to $460 million, announced that it expects to begin acquiring equipment to produce samarium

cobalt (“SmCo”) magnets, the magnet class relied upon across U.S. military systems, by mid-2027, and confirmed it will respond

to the U.S. Army’s sources sought notice for rare earth magnets.

The portfolio — N42SH, N48SH, N46SH, N35SH,

N45H, N42H, N48M and N50M — spans the medium-, high- and super-high-temperature classes that drive the bulk of global magnet demand.

Seven of the eight grades have already completed customer certification, led by N42SH, the single largest grade in the global market at

an estimated 23% of sintered NdFeB revenue, now in commercial production at EM&T’s operations in Pohang, South Korea. The eighth

grade, N48SH, is in the final stages of customer certification. Market share figures are Company estimates.

The portfolio’s revenue share exceeds its

volume share by design: it is deliberately weighted toward the premium high-temperature grades that command the highest prices in the

market. Its four super-high-temperature (“SH”) grades, rated to 150°C, incorporate heavy rare earths such as dysprosium

and terbium to hold their magnetic strength under extreme heat, and alone are estimated to represent approximately 49% of global sintered

NdFeB revenue on just 30% of volume. These are the grades specified for EV traction motors, wind turbine generators, aerospace generators

and defense actuators — the most demanding, highest-value applications in the industry.

With certification largely complete, EM&T’s

priority for 2027 is scale. Thirteen additional ULVAC sintered magnet production machines are being delivered to Pohang, where the first

13 of 57 containers of ULVAC equipment have already arrived. The expansion is expected to lift annual capacity to more than 10,000 metric

tons, including approximately 6,000 metric tons of high-performance sintered magnets, as the Company optimizes all eight grades for yield,

consistency and throughput. On that foundation, EM&T reaffirms its fiscal 2026 revenue guidance of $10 million to $11 million and

its fiscal 2027 revenue guidance of $400 million to $460 million.

The planned SmCo line extends EM&T into the

magnet class at the heart of U.S. defense systems. SmCo magnets retain their performance at temperatures beyond the reach of NdFeB and

deliver superior corrosion resistance and thermal stability, making them the standard choice for guidance and control systems, aerospace

actuators, and radar and satellite systems. The timing is deliberate. Effective January 1, 2027, DFARS 252.225-7052 extends its restriction

on SmCo magnets across the entire supply chain, from ore through finished magnet, for qualifying U.S. defense deliveries, while samarium

itself has been subject to China’s rare earth export licensing controls since April 2025. Demand for compliant, non-China SmCo supply

is building now. The line will draw on the expertise of Kenji Konishi, EM&T’s Head of Magnet Engineering Production and former

Vice President and Chief Technology Officer of JL MAG Rare Earth, whose background spans sintered NdFeB and SmCo magnet systems from alloy

design through mass production.

That demand is already surfacing at the federal

level. On September 28, 2026, the U.S. Army Contracting Command, Aberdeen Proving Ground, Tobyhanna Division, issued a sources sought

notice to identify potential vendors of rare earth magnets, with responses due October 28, 2026. EM&T will respond to the notice.

“EM&T will be answering the U.S. Department of War’s

call for rare earth magnets,” said Andrew Knaggs, President of EM&T. “In a highly innovative move, the U.S. Army appears

to intend to acquire magnets directly for its defense apparatus and contractors. With seven customer-certified grades in production in

Pohang and a SmCo line on the way, we believe EM&T is exactly the kind of supplier that requirement is looking for.”

“Three quarters of the value in the global

sintered magnet market sits in the eight grades EM&T produces, and our customers have already certified seven of them,” said

David Wilcox, Executive Chairman of EM&T. “We did not build this portfolio around the edges of the market. We built it around

the center, weighted toward the super-high-temperature grades that EV, wind, aerospace and defense customers specify and pay a premium

for. 2027 is about execution: optimizing those eight grades as our new ULVAC capacity takes Pohang past 10,000 metric tons, and adding

samarium cobalt, the magnet the U.S. defense industrial base depends on where heat and stability matter most. With DFARS reaching SmCo

magnets on January 1, 2027 and samarium already under Chinese export licensing, demand for compliant supply is building now, and EM&T

intends to meet it at commercial scale.”

“We are growing, and the proof is on the

ground in Pohang,” said Frank Moon, Chief Executive Officer of EM&T. “The first 13 of 57 containers of ULVAC equipment

have arrived, seven of our eight grades carry customer certification, and our fiscal 2027 revenue guidance of $400 million to $460 million

stands. These are not projections — they are milestones, and each one reflects production that is already scaling.”

“The grades in this portfolio are the product

of years of development in high-performance sintered magnets, a segment approximately ten times the size of the bonded magnet market,”

said Kenji Konishi, Head of Magnet Engineering Production at EM&T. “That development is now in production. We are growing output

of grades our customers have already certified, and our SmCo line will be built on the same engineering foundation.”

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 investors.evolution-metals.com

and follow the Company on LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of

1934, as amended, and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are

not limited to, statements regarding the Company’s fiscal 2026 revenue guidance of $10 million to $11 million and its fiscal 2027

revenue guidance of $400 million to $460 million and the assumptions underlying them; the completion and timing of customer certification

of the Company’s N48SH grade; the Company’s estimates of the global market share represented by its sintered magnet grades;

the Company’s plans to optimize production of its sintered magnet grades; the expected timing of the acquisition of equipment for,

and the commencement of, samarium cobalt magnet production; the expansion of annual rare earth magnet production capacity in Pohang to

more than 10,000 metric tons and the timing of delivery, installation and commissioning of ULVAC equipment; anticipated demand from defense,

aerospace, automotive and industrial customers, including customers seeking DFARS-compliant supply; the January 1, 2027 effective date

and scope of DFARS 252.225-7052; the Company’s intention to respond to the U.S. Army’s sources sought notice for rare earth

magnets and any resulting procurement; and EM&T’s strategy, business plans and growth opportunities. These forward-looking statements,

together with terms such as anticipate, expect, intend, may, will, should, believe, plan, positioned and other comparable terms, involve

risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Market share figures

in this press release are Company estimates and may differ from actual market conditions. The Company’s guidance is based on management’s

current expectations and assumptions, including anticipated customer demand, and is not based on contracted volumes. Such risks include,

among others, customer qualification requirements and timing; whether the U.S. Army issues a solicitation or awards any contract; delays

in equipment delivery, installation and commissioning; the Company’s ability to obtain working capital and other financing on acceptable

terms, or at all, and to continue as a going concern; the availability and cost of non-China rare earth feedstock, including samarium;

the Company’s ability to secure purchase orders from existing and prospective customers at anticipated volumes and prices; changes

in the DFARS 252.225-7052 effective date, scope, waiver practices, tariffs or other government policies; competition; rare earth pricing

and currency fluctuations; the Company’s ability to achieve contemplated production capacity, utilization levels, yields and operating

efficiencies; financing, supply-chain and market risks; and the other risks described in EM&T’s filings with the U.S. Securities

and Exchange Commission. Forward-looking statements are not guarantees of future performance, and actual results, performance or achievements

may differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these statements, which speak

only as of the date made. EM&T undertakes no obligation to update any forward-looking statement except as required by law. Additional

information concerning factors that may affect EM&T’s expectations and projections is contained in its Annual Report on Form

10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, its Quarterly Report on Form 10-Q for the three and

six months ended June 30, 2026, filed with the SEC on August 17, 2026, including the disclosures under “Risk Factors” therein,

and other documents filed or to be filed with the SEC by EM&T. SEC filings are available at www.sec.gov.

Investor Relations Contacts

Arx Investor Relations

North American Equities Desk

EMAT@arxhq.com

PR, Marketing & Global Partnerships:

Phoenix MGMT & Consulting

PR@PhoenixMGMTConsulting.com

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