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Evolution Metals & Technologies Corp. (0001866226) (Filer)

SEC · EDGAR 财务披露 · October 28, 2026 at 8:35 AM ET

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 28, 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)

561-564-8334

(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 (ss.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.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 28, 2026, Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) issued a press release announcing that all 57 containers of ULVAC sintered magnet-production equipment have arrived at the Company’s expanded facility in Pohang, Republic of Korea, with commissioning scheduled to begin in November 2026, and that the Company has signed an investment framework with Pohang City supporting the expansion. 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 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 approximately 10,000 metric tons, including approximately 6,000 metric tons of high-performance sintered magnets; the investment framework with Pohang City and the expected receipt of approximately US$28 million in local government grant funding; the Company’s input material supply, customer certifications, power infrastructure, and personnel; the expiry of China’s rare earth export-control suspension; the January 1, 2027 DFARS 252.225-7052 mine-to-magnet restriction and the Company’s ability to help address related sourcing needs; the ribbon-cutting ceremony and operational showcase at the Pohang facility on December 17, 2026; the Company’s planned U.S. buildout; and EM&T’s competitive position, 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: changes to the event date, program, venue, or attendance; delays in equipment installation or commissioning; delays in facility readiness or the expansion of power infrastructure; the availability and cost of feedstock; the timing, amount, and conditions of any grant funding; the timing, terms, and extent of government support under the investment framework with Pohang City; 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; competition; changes in the DFARS 252.225-7052 effective date, scope, or waiver practices; the Company’s ability to execute its planned U.S. expansion; 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 October 28, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 28, 2026

  Evolution Metals & Technologies Corp.
     
  By: /s/ Christopher Clower
  Name:  Christopher Clower
  Title: Chief Financial Officer and Chief Operating Officer

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