Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-060343

Filed: 2026-05-22

Period: 2026-05-22

CIK: 0001866226

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

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0291985-8k_evolution.htm (Primary)

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8-K — CURRENT REPORT

8-K (Primary)

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0001866226

2026-05-22

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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):

May 22, 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 2.02 Results of Operations and Financial Condition.

On May 22, 2026, Evolution Metals & Technologies

Corp. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A

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

The information contained in this Item 2.02, 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.

Item 7.01 Regulation FD Disclosure

On May 22, 2026, the Company issued a press release

providing a corporate update regarding recent operational progress, business developments and strategic initiatives, including, among

other things, the Company’s continued commercial-scale rare earth magnet production, progress in support of its planned U.S. industrial

campus, the commencement of trading on the Nasdaq Global Market under the ticker symbol “EMAT,” the Company’s previously

announced $100 million convertible debenture facility with YA II PN, Ltd., and the Company’s previously announced binding purchase

orders with ULVAC Korea, Ltd. for thirteen sintered rare earth magnet production machines.

A copy of the press release is furnished as Exhibit

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

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 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 filed herewith:

Exhibit No.

Description

99.1

Press Release dated May 22, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain confidential portions (indicated by brackets and asterisks)

of this exhibit have been omitted

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: May 22, 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 MAY 22, 2026

EX-99.1

Filename: ea029198501ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution Metals & Technologies Corp. Reports

First Quarter 2026 Financial Results and Provides Corporate Update

EM&T now positioned as the only U.S.-listed

company outside China with proven, commercial-scale production of rare earth permanent magnets, including high-performance grades, building

on more than eighteen years of operating history

Subsequent to quarter-end, secured binding purchase

orders for thirteen ULVAC sintered rare earth magnet production machines, representing more than a full year of ULVAC’s planned

global Western output, expected to scale annual rare earth magnet production capacity to approximately 10,000 metric tons by November

2026, ahead of the January 1, 2027 DFARS deadline restricting Chinese-origin rare earth magnets in U.S. defense systems

Operating against a strongly aligned U.S. industrial

policy backdrop, including the Trump administration’s January 2026 Section 232 Proclamation identifying rare earth permanent magnets

as “vital to nearly all electronics and vehicles” and the February 2026 launch of the $12 billion Project Vault Strategic

Critical Minerals Reserve

MIAMI, FL, May 22, 2026 - Evolution Metals & Technologies Corp.

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

focused on building a secure, vertically integrated supply chain for rare earth permanent magnets, battery materials, and related critical

technologies, today reported financial results for the three months ended March 31, 2026 and provided a corporate update on recent operational

progress and business developments.

David Wilcox, Executive Chairman of EM&T, stated: “The

first quarter of 2026 was a foundational transition for the Company. We successfully completed our transition to being a public company

and began trading on Nasdaq, bringing into a single public-company platform more than eighteen years of commercial-scale rare earth permanent

magnet production serving global OEM customers. Subsequent to quarter-end, we secured a significant capital injection and immediately

executed binding purchase orders for thirteen ULVAC sintered magnet production machines that, in our view, place EM&T on a credible

path to deliver high-performance rare earth permanent magnets at the scale required by the U.S. defense industrial base ahead of the January

1, 2027 DFARS deadline. We are further encouraged by the positive policy tailwinds including the Trump administration’s January

2026 Section 232 Proclamation and February 2026 launch of Project Vault which we believe further underscore the strategic importance of

building a vertically integrated, recycling-led U.S. critical materials supply chain, covering rare earth permanent magnets and battery

materials, outside of China. We expect the pace of execution to accelerate from here.”

Recent Corporate and Business Highlights

● Continued commercial-scale rare earth magnet production:

During the quarter, the Company continued the commercial production and sale of bonded and sintered rare earth permanent magnets through

its consolidated operating subsidiaries, building on more than eighteen years of operating history serving global OEM customers across

the automotive, consumer electronics, defense, and industrial sectors. The Company’s grade 42SH sintered magnets remain in commercial

production, with grade 48SH high-performance sintered magnets in the final stages of customer quality certification. The existing operating

platform serves as the operational and technical foundation for the Company’s planned U.S. industrial campus expansion.

● Advanced commercial and strategic discussions in support

of the U.S. industrial campus buildout: Throughout the first quarter, management progressed commercial discussions, supplier relationships,

and customer engagements in support of the Company’s planned U.S. industrial campus, designed to scale total annual rare earth

permanent magnet production capacity to approximately 55,000 metric tons, including approximately 47,000 metric tons of high-performance

sintered magnets. The U.S. industrial campus is also designed to incorporate battery materials production, including precursor cathode

active materials, in support of growing North American electric vehicle and energy storage demand. The Company expects to announce additional

commercial and strategic milestones in the coming quarters as these workstreams mature.

● Began Trading on Nasdaq; a strategic foundation for capital

formation and commercial scaling: On January 6, 2026, EM&T began trading on Nasdaq Global Market under the ticker “EMAT”.

The Company believes the public-company platform established at the start of the quarter provided the foundation, capital markets access,

and visibility required to execute on the Company’s strategy of becoming the largest planned producer of rare earth permanent magnets

outside of China.

● $100 million convertible debenture facility with Yorkville

Advisors Global: Subsequent to the end of the quarter, on May 7, 2026, the Company entered into a Securities Purchase Agreement with

YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP, providing for the issuance and sale of convertible debentures in an

aggregate principal amount of up to $100 million. The Company intends to use the proceeds to accelerate the expansion of its commercial

operations, including the intended scaling of annual rare earth magnet production capacity through the integration of the ULVAC equipment

described below and the broader buildout of its planned U.S. industrial campus.

● Binding purchase

orders for thirteen ULVAC sintered rare earth magnet production machines: Subsequent

to the end of the quarter, on May 13, 2026, the Company entered into binding purchase orders

with ULVAC Korea, Ltd., a subsidiary of ULVAC, Inc. - widely regarded as the global standard-setter

for sintered NdFeB magnet production technology - for thirteen high-performance sintered

rare earth magnet production machines, with scheduled delivery and installation by November

2026. Upon commissioning, the Company expects this expansion to increase its annual rare

earth magnet production capacity to approximately 10,000 metric tons, including approximately

6,000 metric tons of high-performance sintered magnets. The Company believes this scale-up

will position EM&T to become the largest planned producer of rare earth permanent magnets

outside of China and a strategic supplier to U.S. defense, automotive, wind energy, robotics,

and advanced manufacturing customers ahead of the January 1, 2027 effective date of DFARS

252.225-7052, the U.S. Department of Defense rule restricting the use of Chinese-origin rare

earth magnets in covered defense systems.

● Supportive

U.S. industrial policy environment for domestic rare earth and critical materials producers:

During and immediately following the first quarter, the Trump administration took multiple

actions that the Company believes underscore the strategic importance of, and capital tailwinds

available to, the domestic critical materials supply chain. On January 14, 2026, the President

of the United States issued Proclamation 11001 under Section 232 of the Trade Expansion Act

of 1962, adjusting imports of processed critical minerals and their derivative products,

including rare earth permanent magnets, and directing the Secretary of Commerce and the United

States Trade Representative to negotiate agreements addressing national security risks arising

from foreign supply concentration. Proclamation 11001 states that “rare earth permanent

magnets — a derivative product of processed critical minerals — are used in and

vital to nearly all electronics and vehicles.” On February 2, 2026, the Export-Import

Bank of the United States, in coordination with the White House, announced Project Vault,

the U.S. Strategic Critical Minerals Reserve, supported by a Direct Loan of up to $10 billion

from EXIM and approximately $2 billion of private capital. On April 17, 2026, the United

States and the Republic of Korea finalized the U.S.-Korea Critical Minerals Framework in

Washington, reinforcing the strategic relevance of the Company’s Korean operating platform

and planned U.S. industrial campus. The Company believes these actions, alongside the January

1, 2027 effective date of DFARS 252.225-7052, reinforce the strategic positioning of EM&T’s

planned U.S. industrial campus and its existing commercial-scale rare earth magnet operations.

Frank Moon, Chief Executive Officer of EM&T, added: “The

first quarter was the quarter where we set the table. We finished the merger, resulting in the Company trading on Nasdaq, and consolidated

the operating subsidiaries that already have nearly two decades of commercial-scale rare earth magnet production behind them, while in

parallel pushing forward the commercial conversations and supplier relationships that allowed us to move so decisively in May with Yorkville

and ULVAC. The ULVAC binding purchase order would not have been possible without the decade-plus of relationship-building my engineering

team brings to the table, but it also would not have been deliverable on this timeline without the public-company platform and capital

base we put in place in the first quarter. With our team of 42 engineers and 11 PhDs, and with more than 30 years of experience making

magnets and processing materials, we believe we will be producing at an annual rate of 10,000 tons of magnets before the end of 2026.”

Financial Highlights for the Three Months Ended March 31, 2026

Adjusted Net Loss (Non-GAAP). Adjusted Net Loss was $15.1 million,

or $(0.02) per basic and diluted share, for the three months ended March 31, 2026, compared with $2.5 million, or $(0.01) per basic and

diluted share, for the three months ended March 31, 2025.1

Net Loss. Net loss for the three months ended March 31, 2026

was $440.3 million, or $(0.72) per basic and diluted share, compared with a net loss of $18.0 million, or $(0.04) per basic and diluted

share, for the three months ended March 31, 2025.

Gross Profit. Gross profit for the first quarter of 2026 was

$0.4 million, representing a gross margin of approximately 24%, reflecting commercial pricing at the Company’s operating subsidiaries

and the limited consolidated reporting period.

Operating Expenses. Selling, general and administrative (“SG&A”)

expenses for the three months ended March 31, 2026 were $16.1 million, compared with $2.8 million for the three months ended March 31,

2025. The increase reflects (i) the consolidation of the Company’s operating subsidiaries, (ii) approximately $1.5 million of corporate-level

SG&A expenses paid by a related-party entity for the benefit of the Company, and (iii) one-time public-company, transaction, and post-combination

integration costs incurred during the Company’s first quarter as a Nasdaq-listed entity.

Operating Loss. Operating loss for the first quarter of 2026

was $15.7 million, compared with an operating loss of $2.8 million for the first quarter of 2025.

Change in Fair Value of Financial Instruments. The Company recognized

a non-cash charge of $425.2 million in the three months ended March 31, 2026 related to the change in fair value of the July Investment

Agreement Derivative ($234.7 million) and the CPU Share Allocation Obligation ($190.5 million). Both instruments were created prior to

the business combination, were remeasured at fair value at the January 5, 2026 closing date based on the Company’s closing share

price, and were settled and de-recognized at closing. These charges are non-cash, are not expected to recur in future periods, and do

not affect the Company’s ongoing operating results or cash position.

About Evolution Metals & Technologies Corp.

Evolution Metals

& Technologies Corp. is a U.S.-based critical materials and advanced manufacturing company listed on Nasdaq (EMAT). EM&T is focused

on building a secure, non-China-dependent supply chain for rare earth permanent magnets, battery materials, and related critical technologies,

leveraging proven commercial-scale operations, advanced processing technologies, and strategic partnerships. EM&T operates what it

believes is the only known vertically stacked critical materials supply chain spanning from end-of-life electronics and batteries, as

well as high-grade concentrates, through 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.

1 Adjusted Net Loss is a non-GAAP financial measure that excludes

the non-cash change in fair value of financial instruments described above. See “Non-GAAP Financial Measures” and “Reconciliation

of Non-GAAP Financial Measures” below.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, including Adjusted Net Loss and Adjusted Net Loss per share (basic

and diluted). Adjusted Net Loss is defined as GAAP net loss adjusted to exclude the change in fair value of financial instruments. Adjusted

Net Loss per share (basic and diluted) is defined as Adjusted Net Loss divided by weighted average basic and diluted shares outstanding

for the applicable period. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial

position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable

measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions,

and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP

measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance

with GAAP. The Company believes that the non-GAAP financial measures presented in this press release provide useful supplemental information

to management and investors by isolating the impact of certain non-cash and non-recurring items, including the change in fair value of

financial instruments described above.

Cautionary Note Regarding 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, machine delivery timelines, equipment commissioning, capital-raising plans, the Company’s

ability to continue as a going concern, the use of proceeds from the Yorkville convertible debenture facility, the timing and outcomes

of commercial and strategic discussions, the impact of U.S. industrial policy actions on the Company, the Company’s 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 machine delivery schedules, commissioning timelines, and production ramp-up; risks relating to the Company’s liquidity

and its ability to raise additional capital on acceptable terms or at all; risks related to the conversion mechanics, registration requirements,

and other terms of the Yorkville convertible debenture facility; and risks that future U.S. industrial policy actions or changes thereto

may not benefit the Company in the manner currently expected. 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,

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 filed with the SEC on February 20, 2026

and the Quarterly Report on Form 10-Q for the three months ended March 31, 2026 to be filed with the SEC, in each case including the

disclosures 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

Judith McGarry

Evolution Metals & Technologies Corp.

investor.relations@evolution-metals.com

Arx Investor Relations

North American Equities Desk

EMAT@arxhq.com

EVOLUTION METALS & TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and

per share data)

March 31,

December 31,

2026

2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$ 5,389

$ 11,685

Accounts receivable

2,270

—

Non-trade accounts receivable

1,202

1,493

Non-trade accounts receivable — related parties

182

—

Inventories

1,564

—

Prepaid expenses and other current assets

660

Total current assets

11,267

13,226

Property, plant and equipment, net

7,443

—

Intangible assets, net

6,350

—

Deferred transaction costs

—

9,265

Goodwill

60,061

—

Other noncurrent assets

497

—

TOTAL ASSETS

$ 85,618

$ 22,491

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

$ 8,954

$ 4,651

Accounts payable — related parties

—

Non-trade accounts payable

47,951

—

Non-trade accounts payable — related parties

218

—

Short-term debt

3,546

484

Short-term debt — related parties

1,230

—

Current portion of long-term debt

1,593

—

Convertible promissory notes

2,296

—

July investment agreement derivative

—

379,205

CPU Share Allocation Obligation

—

292,680

Accrued expenses and other current liabilities

27,263

339

Total current liabilities

93,093

677,359

Long-term debt

2,609

—

Long-term debt — related parties

—

Other noncurrent liabilities

725

—

Total liabilities

96,442

677,359

Stockholders’ Deficit:

Common stock, $0.0001 par value*

$ 59

$ 45

Equity-classified CPU share allocation

186,766

—

Additional paid-in capital

908,599

(2,374 )

Convertible preferred units (Note 13 - Equity)

—

26,262

Accumulated deficit

(1,119,121 )

(678,807 )

Accumulated other comprehensive (loss) income

(1,062 )

Total stockholders’ deficit

(24,759 )

(654,868 )

Noncontrolling interest

13,935

—

Total deficit

(10,824 )

(654,868 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$ 85,618

$ 22,491

* Par value of common stock, additional paid-in capital and

share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 3 to the condensed

consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31,

2026.

EVOLUTION METALS & TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and

per share data)

For the Three Months Ended

March 31,

2026

2025

(unaudited)

Revenues

$ 1,879

$ —

Cost of sales

(1,434 )

—

Gross profit

445

—

Operating expenses:

Selling, general and administrative

(16,100 )

(2,802 )

Operating loss

(15,655 )

(2,802 )

Other income (expense):

Interest (expense) income, net

(705 )

493

Other income (expense), net

1,296

250

Provision for credit losses

—

(470 )

Change in fair value of financial instruments

(425,227 )

(15,467 )

Loss on foreign currency

(23 )

—

Loss before income taxes

(440,314 )

(17,996 )

Income tax expense

—

Net loss

$ (440,314 )

$ (17,996 )

Net loss per share attributable to common stockholders:

Basic and diluted

$ (0.72 )

$ (0.04 )

Weighted average shares of common stock outstanding:

Basic and diluted

611,903,892

454,712,290

EVOLUTION METALS & TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

For the Three Months Ended

March 31,

2026

2025

(unaudited)

Cash flows from operating activities:

Net loss

$ (440,314 )

$ (17,996 )

Non-cash adjustments

426,745

16,290

Changes in operating assets and liabilities

8,000

(357 )

Net cash used in operating activities

(5,569 )

(2,063 )

Cash flows from investing activities:

Net cash acquired in Business Combination

$ 1,379

$ —

Acquisitions of property, plant and equipment

(24 )

—

Issuance of notes receivable (including related party)

—

(474 )

Payment for acquisition of business

(350 )

—

Other investing activities, net

—

Net cash provided by (used in) investing activities

1,005

(474 )

Cash flows from financing activities:

Proceeds from issuance of convertible preferred units

$ —

$ 5,550

Proceeds from short-term debt, net of repayments

400

—

Payments to effectuate reverse recapitalization

(1,537 )

—

Advances to related party

(475 )

(1,680 )

Other financing activities, net

(128 )

(215 )

Net cash (used in) provided by financing activities

(1,741 )

3,655

Effect of exchange rate changes on cash

—

Net (decrease) increase in cash

(6,296 )

1,118

Cash, beginning of period

11,685

2,615

Cash, end of period

$ 5,389

$ 3,733

EVOLUTION METALS & TECHNOLOGIES CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(U.S. dollars in thousands, except per share

data; unaudited)

For the Three Months Ended

March 31,

2026

2025

(unaudited)

Net loss (GAAP)

$ (440,314 )

$ (17,996 )

Add: Change in fair value of financial instruments

425,227

15,467

Adjusted net loss (non-GAAP)

$ (15,087 )

$ (2,529 )

Net loss per share, basic and diluted (GAAP)

$ (0.72 )

$ (0.04 )

Add: Change in fair value of financial instruments per share

0.69

0.03

Adjusted net loss per share, basic and diluted (non-GAAP)

$ (0.02 )*

$ (0.01 )

Weighted average shares, basic and diluted

611,903,892

454,712,290

* Differences in per-share reconciliation due to rounding.

GRAPHIC

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v3.26.1

Cover

May 22, 2026

Cover [Abstract]

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false

Document Period End Date

May 22, 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

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false

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false

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Title of 12(b) Security

Common Stock, $0.0001 par value per share

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EMAT

Security Exchange Name

NASDAQ

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