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

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 14, 2026

Evolution Metals & Technologies Corp.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 14, 2026, Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) issued a press release announcing that its portfolio of eight sintered neodymium-iron-boron (“NdFeB”) rare earth magnet grades represents what the Company estimates to be approximately 75% of global sintered NdFeB magnet revenue and approximately 52% of global volume — placing EM&T squarely at the commercial center of the rare earth magnet market. The Company also reaffirmed its fiscal 2027 revenue guidance of $400 million to $460 million, announced that it expects to begin acquiring equipment to produce samarium cobalt (“SmCo”) magnets, the magnet class relied upon across U.S. military systems, by mid-2027, and confirmed it will respond to the U.S. Army’s sources sought notice for rare earth magnets. 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 Company’s customer-certified sintered NdFeB magnet grades and the markets those grades address, the Company’s expectation that it will begin acquiring equipment to produce SmCo magnets and the timing thereof, the anticipated end uses of and demand for the Company’s magnets, and EM&T’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 accuracy of market size and market share estimates, which are based on Company estimates and third-party data; the Company’s ability to convert customer certifications into purchase orders and revenue; the availability and cost of financing for, and delays in the acquisition, delivery, installation or commissioning of, SmCo production equipment; the availability of feedstock, working capital, and customer qualifications; changes in defense procurement requirements and demand; 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:

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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 14, 2026

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