Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-092809

Filed: 2026-08-24

Period: 2026-08-24

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0303122-8k_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 24, 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 24, 2026, Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) issued a press release

announcing that the Company has been included on FTSE Russell’s preliminary lists of additions to the broad-market Russell 3000®

Index and the small-cap Russell 2000® Index as part of FTSE Russell’s third-quarter 2026 IPO additions process, with inclusion

expected to become effective September 21, 2026, subject to FTSE Russell’s standard review process. 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 expected inclusion in the Russell 3000® Index and Russell 2000® Index and applicable style

indexes, the anticipated timing and potential effects of such inclusion, including potential visibility among institutional or index-oriented

investors, EM&T’s strategy, business plans, growth opportunities, 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, the possibility that FTSE Russell may revise its preliminary lists, eligibility determinations,

methodology or implementation schedule; that EM&T may not be finally included in one or both indexes when expected or at all; that

index inclusion may not result in the anticipated visibility, liquidity, institutional ownership or other benefits; 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 24, 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 24, 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 24, 2026

EX-99.1

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Exhibit 99.1

Evolution

Metals & Technologies Corp. Announces Preliminary Inclusion in

Russell

3000® and Russell 2000® Indexes

Preliminary

inclusion is expected to become effective September 21, 2026, subject to FTSE Russell’s

standard

review process

Approximately

$12.2 trillion in assets are benchmarked against the Russell U.S. indexes

MIAMI,

FL, August 24, 2026 — Evolution Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq:

EMAT), a U.S.-based critical materials and advanced manufacturing company, today announced that the Company has been included on FTSE

Russell’s preliminary lists of additions to the broad-market Russell 3000® Index and the small-cap Russell 2000® Index

as part of FTSE Russell’s third-quarter 2026 IPO additions process. The preliminary lists, published August 21, 2026, identify

EMAT for addition effective September 21, 2026. Final inclusion remains subject to FTSE Russell’s standard review process.

Preliminary

inclusion in the Russell 2000® Index would also result in membership in the broad-market Russell 3000® Index and the relevant

growth and value style indexes. Russell indexes are widely used by investment managers and institutional investors for index funds and

as benchmarks for active investment strategies. According to data as of the end of June 2025, approximately $12.2 trillion in assets

are benchmarked against the Russell U.S. indexes, which belong to FTSE Russell, the global index provider.

“Preliminary

inclusion in both the Russell 3000 and Russell 2000 represents an important capital-markets milestone for EM&T and comes at a pivotal

stage in the Company’s growth,” said David Wilcox, Executive Chairman of EM&T. “For more than 18 years, our team

has built commercial-scale rare earth magnet capabilities, and we are now expanding that platform with non-China feedstock, additional

manufacturing capacity and a deeper operating team. We believe prospective inclusion in two widely followed U.S. equity benchmarks should

broaden EM&T’s visibility among institutional and index-oriented investors as we continue executing against the critical materials

opportunity in front of us.”

The

anticipated index additions come as EM&T continues to expand its rare earth magnet platform. The Company has announced Tier-1

OEM quality certifications across six grades of high-performance sintered NdFeB magnets, taken delivery of non-China NdPr metal for

commercial magnet production, and placed binding purchase orders for thirteen additional ULVAC sintered magnet production machines

expected to ramp the Company’s existing commercial-scale rare earth magnet production capacity to approximately 10,000 metric

tons annually by November 2026.

For

more information on Russell U.S. Index IPO additions, including FTSE Russell’s preliminary third-quarter 2026 lists, visit https://www.lseg.com/en/ftse-russell/russell-reconstitution/ipo-additions

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 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 EM&T’s expected inclusion in the Russell 3000® and Russell

2000® Indexes and applicable style indexes, the anticipated timing and potential effects of such inclusion, including potential visibility

among institutional or index-oriented investors, and EM&T’s plans, objectives, expectations, strategies, production capacity,

expansion initiatives, supply arrangements and commercial operations. These forward-looking statements, together with terms such as anticipate,

expect, intend, may, will, should, believe, positioned and other comparable terms, involve risks and uncertainties because they relate

to events and depend on circumstances that will occur in the future. Such risks include, among others, the possibility that FTSE Russell

may revise its preliminary lists, eligibility determinations, methodology or implementation schedule; that EM&T may not be finally

included in one or both indexes when expected or at all; that index inclusion may not result in the anticipated visibility, liquidity,

institutional ownership or other benefits; and the business, execution, financing, regulatory, supply-chain, equipment-delivery, customer-qualification

and market 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

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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