Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-076002

Filed: 2026-07-07

Period: 2026-07-07

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297271-8k_evolution.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JULY 7, 2026 (ea029727101ex99-1.htm)

GRAPHIC (ea029727101_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297271-8k_evolution.htm · Sequence: 1

false

0001866226

2026-07-07

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): July 7, 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

July 7, 2026, Evolution Metals & Technologies Corp. (the “Company”) issued a press release announcing that it has entered

into an agreement with Senri Trading Co., Ltd. for the purchase of neodymium-praseodymium (NdPr) metal, sourced from a non-China supplier,

for use in the Company’s rare earth permanent magnet production operations. 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 July 7, 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:

July 7, 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 JULY 7, 2026

EX-99.1

Filename: ea029727101ex99-1.htm · Sequence: 2

Exhibit

99.1

Evolution

Metals & Technologies Corp. Enters into Supply Contract for Non-China, Critical Rare Earth Metals in its Ongoing Magnet Production

Operations

Contract

with Senri Trading Co., Ltd. for Neodymium-Praseodymium (NdPr) Metal, essential for the manufacture of high-performance, permanent

magnets critical to electric vehicle motors, wind turbines, robotics, defense, and aerospace applications

Builds on EM&T’s

18+ years of commercial-scale

rare earth processing and magnet-making capabilities

MIAMI,

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

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

and related critical technologies today announced it has executed an agreement with Senri Trading Co., Ltd. (“Senri”) to

purchase bulk quantities of NdPr metal from SRE Vietnam (“SRE”), a wholly-owned subsidiary of Tokai Trading Co., Ltd. (“Tokai”)

in Japan. Obtained entirely from a non-China source, NdPr metal are essential in EM&T’s increase of magnet production to approximately

10,000 tons per annum of rare earth magnets this year.

Tokai

has been operating as a specialized trading company for rare earths and rare metals since its founding in 1981 and began investing in

its wholly owned Vietnamese subsidiary, SRE, in 2008. As of January 2025, SRE began tripling its rare earth processing capacity of mid-stream

materials to 3,929 metric tons per annum.

"Securing this contract is a critical milestone that ensures we

can fully utilize 100% of Evolution’s newly expanded 10,000 metric ton production capacity for rare earth magnets. The contracts

with ULVAC and Senri, by way of SRE and Tokai, are representative of decades of planning by the Firms. Evolution is one of the only integrated,

commercial-scale, variable input and output, mid-and-down-stream critical minerals supply chains in the world,” said David Wilcox,

Executive Chairman, Evolution Metals & Technologies Corp. “For years, Evolution has manufactured rare earth magnets on a commercial,

revenue-generating scale. As we continue to expand production, securing additional non-China rare earth materials in a format Evolution

can use in its production lines, is another important step to meet growing demand to secure our supply chains in the West."

This

announcement comes ahead of the looming restrictions under U.S. government regulations promulgated under DFARS 252.225-7052, which prohibit

U.S. defense contractors from incorporating Chinese-originated rare earth magnets in qualifying weapons systems beginning January 1,

2027.

EM&T is continually partnering throughout the world to source materials

required for expanding its critical minerals supply chain platform. EM&T currently operates in Korea with plans to build out additional

capacity in the U.S. Unlike other companies focused primarily on exploration or mine development, EM&T is a mid-and-down-stream manufacturer

of rare earth permanent magnets on commercial scale, generating revenue. EM&T does not intend to enter the mining business. These

two factors distinguish EM&T.

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.

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,

anticipated production capacity, expansion plans, customer qualifications and certifications, 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;

risks related to customer qualification and certification timelines and outcomes; risks related to customer concentration and customer

relationships; 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 (EM&T):

Judith

McGarry

Evolution

Metals & Technologies Corp.

investor.relations@evolution-metals.com

Arx

Investor Relations

North

American Equities Desk

EMAT@arxhq.com

GRAPHIC

Filename: ea029727101_ex99-1img1.jpg · Sequence: 3

Binary file (2994 bytes)

Download ea029727101_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jul. 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 07, 2026

Entity File Number

001-41183

Entity Registrant Name

Evolution

Metals & Technologies Corp.

Entity Central Index Key

0001866226

Entity Tax Identification Number

87-1006702

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4040

NE 2nd Ave, Suite 349

Entity Address, City or Town

Miami

Entity Address, State or Province

Entity Address, Postal Zip Code

33137

City Area Code

561

Local Phone Number

225-3205

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.0001 par value per share

Trading Symbol

EMAT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration