Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-098601

Filed: 2026-09-10

Period: 2026-09-10

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0305088-8k_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): September 10, 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 7.01 Regulation FD Disclosure

On September 10, 2026, Evolution Metals & Technologies

Corp. (the “Company”) issued a press release announcing its initial revenue guidance for fiscal years 2026 and 2027. The Company

expects revenue of $5 million to $8 million for fiscal 2026 and $400 million to $460 million for fiscal 2027.

A copy of the press release announcing the foregoing 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, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated

by reference into any filing 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 the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s revenue guidance

for fiscal years 2026 and 2027 and the assumptions underlying such guidance; anticipated revenue growth and the expected contribution

of the Company’s Pohang expansion to revenue; expected magnet shipments, production capacity and utilization; the timing of delivery,

installation and commissioning of additional ULVAC production equipment; the timing and availability of expanded electrical capacity,

land and governmental grants supporting the Company’s Pohang operations; anticipated demand from existing and prospective customers,

including customers seeking DFARS-compliant supply; the conversion of customer demand and commercial opportunities into orders, shipments

and revenue; the availability of feedstock and working capital or other financing required to purchase feedstock and support higher production

volumes; anticipated pricing and product mix; the Company’s ability to achieve contemplated production capacity, utilization levels,

yields and operating efficiencies; the development of the Company’s planned U.S. industrial campus; and the Company’s plans

to expand its critical materials processing and permanent magnet manufacturing operations.

These forward-looking statements are based on management’s

current expectations, estimates 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. The Company’s revenue guidance is based

on management’s current expectations and assumptions, including anticipated customer demand, and is not based on contracted volumes.

Actual revenue will depend, among other factors, on the Company’s ability to convert such demand into firm orders and shipments.

Such risks and uncertainties include, among others, delays

in equipment delivery, installation and commissioning; the Company’s ability to complete its land-use arrangements, execute applicable

power supply documentation and satisfy conditions applicable to governmental grants; the ability of applicable power providers, suppliers

and other counterparties to perform their obligations; the timing and availability of expanded electrical capacity; construction and engineering

delays; the Company’s ability to complete its planned facility expansion; the availability and timing of governmental grants, incentives

or other financial support; 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; the Company’s ability to secure

purchase orders from existing and prospective customers at anticipated volumes and prices; customer qualification requirements; changes

in the effective date, interpretation or implementation of DFARS 252.225-7052, waiver practices, tariffs or other governmental policies;

competition; rare earth pricing and currency fluctuations; the Company’s ability to achieve contemplated production capacity, utilization

levels, yields and operating efficiencies; supply-chain and market conditions; and the other risks and uncertainties described in the

Company’s filings with the U.S. Securities and Exchange Commission.

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits.

The following exhibits are being furnished herewith:

Exhibit No.

Description

99.1

Press Release dated September 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: September 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 SEPTEMBER 10, 2026

EX-99.1

Filename: ea030508801ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution Metals & Technologies

Provides Initial Revenue Guidance of

$400-460mm for Fiscal Year 2027

Fiscal 2027 outlook of $400 million

to $460 million reflects the expected first full-year contribution from the expansion of annual rare earth magnet production capacity

in Pohang, Republic of Korea, to approximately 10,000 metric tons, including approximately 6,000 metric tons of high-performance sintered

NdFeB magnets, as the January 1, 2027 DFARS mine-to-magnet restriction takes effect

MIAMI, FL, September 10, 2026 — Evolution Metals &

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

manufacturing company, today provided initial revenue guidance for fiscal years 2026 and 2027. The Company expects revenue of $5 million

to $8 million for fiscal 2026 and $400 million to $460 million for fiscal 2027.

The two-year guidance reflects EM&T’s expected transition from

its current production base in 2026 to the first full year benefiting from its expansion in Pohang, Republic of Korea. Thirteen additional

ULVAC sintered magnet production machines, placed on binding purchase orders, are scheduled for delivery and installation in November

2026 and are expected to increase annual rare earth magnet production capacity from approximately 1,000 metric tons to approximately 10,000

metric tons, including approximately 6,000 metric tons of high-performance sintered magnets. The expansion is supported by agreed principal

terms with Korea Electric Power Corporation to increase electrical infrastructure serving the Pohang operations from 130 megawatts to

approximately 750 megawatts, approximately 1.3 million square feet of adjacent land to be acquired from the Pohang City Government, and

conditional approval of an approximately $20.7 million grant from Pohang City and Gyeongbuk Province.

The outlook is based on management’s current assessment of demand from

existing customers and the anticipated conversion of prospective customer opportunities into orders and shipments, together with assumptions

regarding equipment commissioning, customer qualification, production ramp, feedstock availability, working capital, product mix, pricing

and shipment timing. EM&T has secured non-China NdPr metal under its agreement with Senri Trading Co., Ltd., sourced from SRE Vietnam,

and has taken delivery of its first shipment under that arrangement. The Company has also announced Tier-1 OEM quality certifications

across six grades of high-performance sintered NdFeB magnets, drawing on more than 18 years of commercial-scale rare earth processing

and magnet-making experience. The fiscal 2027 range reflects anticipated utilization during the production ramp and does not represent

the revenue potential of the planned capacity at full utilization.

“Providing guidance for both years gives investors a clearer

view of the financial progression we expect as the Pohang expansion moves from equipment installation and commissioning in late 2026 into

its first full year of operation in 2027,” said Christopher Clower, Chief Financial Officer and Chief Operating Officer of EM&T.

“The ranges reflect the demand and operating assumptions we can reasonably incorporate today, including the pace of customer conversion,

feedstock availability and the working capital required to support higher throughput. The guidance reflects anticipated utilization during

the production ramp rather than full utilization of planned capacity, and we intend to update the market as our visibility improves.”

“January 1, 2027 marks a significant change in sourcing requirements

for the U.S. defense industrial base,” said Andrew F. Knaggs, President of EM&T. “For neodymium-iron-boron magnets, DFARS

252.225-7052 will extend the restriction across the entire mine-to-magnet supply chain, while the July 2026 Executive Order substantially

tightened the conditions for waivers and directed faster qualification of compliant sources. EM&T’s existing Korean manufacturing

platform, non-China feedstock arrangements and planned capacity expansion are designed to help address that need at commercial scale while

continuing to serve our established global customer base.”

“Delivering against this guidance is fundamentally a matter of

execution,” said Frank Moon, Chief Executive Officer of EM&T. “Our priorities are to install and commission the additional

equipment, bring the supporting facility and power expansion online, secure the feedstock required for higher production volumes, complete

required customer qualifications and convert demand into shipments. Pohang allows us to scale from an established operating base, with

an experienced engineering team and long-standing customer relationships. The operating record and capabilities we build there will also

support our planned expansion in the United States and continued growth beyond 2027.”

In connection with its expansion, EM&T has engaged an international

public relations and strategic communications firm to broaden the Company’s global market visibility, develop international partnerships,

and strengthen its press and digital communications presence. The engagement is intended to expand awareness of the Company among institutional

audiences, industry partners and financial media as EM&T moves through its capacity expansion and into fiscal 2027.

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 our new X account

at https://x.com/EMATCorp and LinkedIn at https://www.linkedin.com/company/evolution-metals-and-technologies

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 revenue guidance for fiscal years 2026 and 2027 and the assumptions underlying it; anticipated revenue growth

and the expected contribution of the Pohang expansion to revenue; expected magnet shipments, production capacity and utilization; the

timing of delivery, installation and commissioning of ULVAC equipment; the timing and availability of expanded power capacity, land and

governmental grants supporting EM&T’s Pohang operations; anticipated demand from existing and prospective customers, including customers

seeking DFARS-compliant supply; the conversion of demand and commercial opportunities into orders, shipments and revenue; the availability

of feedstock and working capital or other financing required to purchase feedstock and support higher production volumes; pricing and

product mix; the development of the Company’s planned U.S. industrial campus; and EM&T’s plans to expand its critical materials processing

and permanent magnet manufacturing operations. These forward-looking statements, together with terms such as anticipate, expect, intend,

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

to events and depend on circumstances that will occur in the future. The Company’s guidance is based on management’s current expectations

and assumptions, including anticipated customer demand, and is not based on contracted volumes. Actual revenue will depend, among other

factors, on the Company’s ability to convert demand into firm orders and shipments. Such risks include, among others, delays in equipment

delivery, installation and commissioning; the Company’s ability to complete its land-use arrangements, execute power supply documentation

and satisfy conditions applicable to governmental grants; the ability of counterparties to perform their obligations; 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; the Company’s ability to secure purchase orders from existing and prospective customers at anticipated

volumes and prices; customer qualification requirements; changes in the DFARS 252.225-7052 effective date, 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

888-228-0122

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