Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-113580

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0310096-8k_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):

October 29, 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 29, 2026, Evolution Metals & Technologies

Corp. (the “Company” or “EM&T”) issued a press release announcing that it has secured approximately 754 metric

tons of neodymium metal, sourced entirely outside China, sufficient for approximately 50% of the feedstock it requires to deliver its

full-year 2027 revenue guidance of $400 million to $460 million. The total includes approximately 42 metric tons already delivered to

Pohang, 72 metric tons pending shipment through March 2027 and 640 metric tons committed through the end of 2027, including a 600-metric-ton

contract with Senri Trading for rapid delivery, with a further 1,000 metric tons in discussion for 2027 delivery. For heavy rare earths,

the Company holds approximately 520 kilograms of dysprosium metal in Pohang, with 1.5 metric tons per month committed starting in February

2027. With feedstock in place, EM&T has now put together all ten factors it believes are required to manufacture rare earth magnets

at large commercial scale: land, power, equipment, permits, operators, feedstock, magnets, buyers, buyer certifications and capital.

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 EM&T’s feedstock

supply and ability to source feedstock supply; the installation, commissioning and operation of ULVAC equipment at the Company’s

Pohang facility; the planned expansion of annual rare earth magnet production capacity to approximately 10,000 metric tons, including

approximately 6,000 metric tons of high-performance sintered magnets; the January 1, 2027 effective date and scope of DFARS 252.225-7052;

and the Company’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 risk that the Army may not issue a solicitation or award a contract to the Company;

the outcome of any Government-specific qualification, first-article testing or source-origin review; delays in equipment installation

or commissioning; the availability and cost of feedstock; customer qualification and demand; the availability of financing and working

capital; changes in U.S. or Korean trade, tariff, industrial or defense procurement policy, including the DFARS 252.225-7052 effective

date, scope or waiver practices; competition; and other risks described in EM&T’s filings with the U.S. Securities and Exchange

Commission (the “SEC”), including the disclosures under “Risk Factors” in EM&T’s Annual Report on Form

10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, and 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. 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 29, 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 29, 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 29, 2026

EX-99.1

Filename: ea031009601ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution Metals & Technologies Secures

Approximately 754 Metric Tons of Non-China Neodymium Metal, Expected to Cover Half of the Feedstock Estimated for Its 2027 Revenue Guidance

Approximately 42 metric tons of neodymium metal

and 520 kilograms of dysprosium metal already delivered to Pohang, 712 metric tons of neodymium pending shipment or committed through

2027, and a further 1,000 metric tons in discussion, all sourced entirely outside China

Dysprosium supply of 1.5 metric tons per month

committed from February 2027, with usage efficiency expected to increase six to eight times through EM&T’s grain boundary diffusion

technology

Sellers in the U.S., Japan, India, West Africa,

Malaysia, Indonesia, and Thailand engage with EM&T to diversify beyond China, historically their dominant buyer

Miami, FL, Oct. 29, 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 it has secured approximately 754 metric tons of neodymium metal,

sourced entirely outside China, which the Company expects is sufficient for approximately 50% of the feedstock it requires to

deliver its full-year 2027 revenue guidance of $400 million to $460 million. The total includes approximately 42 metric tons already

delivered to Pohang, 72 metric tons pending shipment through March 2027, and 640 metric tons committed through the end of 2027,

including a 600-metric-ton contract with Senri Trading for rapid delivery, with a further 1,000 metric tons in discussion for 2027

delivery. For heavy rare earths, the Company holds approximately 520 kilograms of dysprosium metal in Pohang, with 1.5 metric tons

per month committed starting in February 2027. With feedstock in place, EM&T has now put together all ten factors it believes

are required to manufacture rare earth magnets at large commercial scale: land, power, equipment, permits, operators, feedstock,

magnets, buyers, buyer certifications, and capital.

The disclosure addresses what EM&T sees as

the real constraint on magnet supply outside China. Rare earth ore is not scarce. What is scarce is converting that ore into midstream

materials to support downstream magnet production. EM&T believes that upon completion of its current expansion it

will be one of the largest known in-production magnet and magnet materials producer outside

China, with feedstock independent of China in place, and is now commissioning all 57 containers of ULVAC equipment to expand annual capacity

from approximately 1,000 metric tons to more than 10,000 metric tons.

That position is also drawing sellers to the

Company. Producers of rare earth ore and upstream feedstock have historically had one meaningful buyer, China, and EM&T believes

it is one of the few credible buyers outside China that is producing downstream products, including magnets, at commercial scale. Selling

to EM&T lets those producers diversify their customer base, and the Company is in dialogue with sellers of rare earth feedstock and

end-of-life magnets in the U.S., Japan, India, West Africa, Malaysia, Indonesia and Thailand. EM&T’s grain boundary diffusion

technology reduces its heavy rare earth requirements: the Company requires approximately 0.5% heavy rare earths, such as dysprosium and

terbium, to produce high-performance sintered magnets, compared with the 3% to 4% historically required, stretching its heavy rare earth

feedstock six to eight times further.

“There is no shortage of rare earth material.

China is a net importer of rare earth ore, with approximately 60% of what it processes coming from outside China, and there is no shortage

of investment in developing even more rare earth mines. What is in short supply, outside China, is commercial-scale magnet production

and magnet materials producers,” said Frank Moon, Chief Executive Officer of EM&T. “Approximately 360,000 tons of sintered

magnets are made each year, and only about 14,000 tons of those are made outside China. But today, those 14,000 tons are dependent on

midstream magnet materials bought from China. Evolution has the equipment and capability to avoid that very issue, with more than 14,000

tons per annum of strip alloy production coming online this year as part of our planned expansion from 1,000 to more than 10,000 tons

per annum of finished magnets. We have sourced rare earth magnet materials independent of China, but also continue to source from China.

Our flexible, diversified business model serves both defense customers requiring DFARS compliance and commercial customers seeking non-China

supply. Together with the other nine operational factors we have established, this positions us to become one of the largest magnet and

magnet materials producers outside China. We are focused on executing our expansion plan, building on years of operational experience

to position EM&T as a leading non-China supplier. We make magnets.”

“President Donald Trump urged

defense contractors and businesses to ‘do magnets,’ telling an audience at the July 2026 Pennsylvania Defense & Innovation

Summit, ‘I’ll tell you how to make money. Do magnets.’ That is what EM&T is doing, following the President’s

direction,” said David Wilcox, Executive Chairman of EM&T. “We will continue to source feed material wherever and whenever

we can to support revenue and margin, and to deliver shareholder returns as we target profitability in 2027. DFARS sets the requirements

for defense contractors, and we will also continue to produce magnets for commercial customers whose applications do not require traceability

back to the ore. Evolution was built on a diversified strategy spanning input materials, midstream materials and downstream magnet production.

That enables us to serve customers across all eight of our certified high-performance grades, grow our bonded magnet business, and supply

customers—primarily in Japan—that require non-China intermediate magnet materials, as we scale production with our new strip

cast alloy equipment and sintering vacuum furnace system lines.” . Our customer relationships, distribution network, and current

magnet revenue support our strategy as we target profitability in 2027 and work to become a leading magnet producer outside China. We

are answering the President’s call now, not in 2030.”

EM&T will host a ribbon-cutting ceremony and

operational showcase at its Pohang facility on December 17, 2026. The Company has received attendance confirmations from more than 200

individual government representatives, customers, trade partners, investors and bankers. Event details and RSVP are available at evolution-metals.com/rsvp.

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 one of the only vertically integrated critical materials supply chains 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 neodymium and dysprosium feedstock on hand, pending shipment, committed and in

discussion, the timing of shipments and deliveries, the share of the feedstock required for the Company’s 2027 revenue guidance

that this feedstock is expected to cover, and the conversion of discussions into contracts and deliveries; the Company’s full-year

2027 revenue guidance and its target of profitability in 2027; the Company’s production and sale of magnets for commercial customers,

intermediate magnet material, including for customers in Japan, and bonded magnets; the sourcing of the Company’s feedstock, including

feedstock independent of China; the expected benefits of the Company’s grain boundary diffusion technology; the Company’s

planned strip alloy production of more than 14,000 tons per annum and its timing; the installation, commissioning and operation of ULVAC

equipment at the Company’s Pohang facility and the timing thereof; the planned expansion of annual rare earth magnet production

capacity in Pohang to more than 10,000 metric tons; the Company’s market position; the Company’s ability to supply DFARS-compliant

magnets and the January 1, 2027 effective date and scope of DFARS 252.225-7052; the ribbon-cutting ceremony and operational showcase on

December 17, 2026; and the Company’s competitive position, strategy, business plans and growth opportunities. These forward-looking

statements, together with terms such as anticipate, believe, expect, intend, may, plan, should, will 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, that discussions may not result in contracts, and that pending or committed shipments may be delayed, reduced or not delivered;

that the Company may not achieve its 2027 revenue guidance or profitability in 2027; the availability, origin, quality, traceability and

cost of feedstock, including heavy rare earths; actual production rates, which affect how long feedstock lasts; the performance of grain

boundary diffusion technology at expanded production volumes; delays in equipment installation or commissioning; delays in facility readiness

or the expansion of power infrastructure; customer qualification and demand; the availability of financing and working capital; changes

in Chinese export-control policy or in U.S. or Korean trade, tariff, industrial or defense procurement policy, including the DFARS 252.225-7052

effective date, scope or waiver practices; competition; the Company’s ability to execute its planned expansion; 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 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.

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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