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 20, 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 2^nd Ave, Ste 348

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 8.01 Other Events.

Evolution Metals & Technologies Corp. (“EM&T” or the “Company”), a vertically integrated rare earth and critical materials company focused on the development, processing, manufacturing, and commercialization of rare earth magnets and related downstream critical material solutions, is diligently working to complete its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Q1 2026 Form 10-Q”) following the successful completion of the Company’s business combination and transition to a public company operating platform. EM&T remains committed to maintaining strong corporate governance, financial transparency, and compliance with its SEC reporting obligations.

Despite the Company’s best efforts, the Company will not file the Q1 2026 Form 10-Q within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934. The delay is due to the financial complexities associated with a large overseas equipment purchase and other complexities which requires additional time to complete the related accounting and financial reporting procedures and finalize the Q1 2026 Form 10-Q. The Company has furnished, as an exhibit to this Current Report on Form 8-K, the Company’s current unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2026. The Company is working expeditiously with management, outside advisors, and its independent registered public accounting firm and currently expects to complete and file the Q1 2026 Form 10-Q shortly.

As a result of the delay in filing the Q1 2026 Form 10-Q within the applicable Rule 12b-25 extension period, the Company anticipates that it may receive a notice of non-compliance from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) under Nasdaq Listing Rule 5250(c)(1). The Company expects any such notice to have no immediate effect on the listing or trading of the Company’s common stock on Nasdaq. We anticipate that the notice from Nasdaq will have a grace period within which to file the Form 10-Q and regain compliance with the Nasdaq Listing Rules and that we will file the Form 10-Q within the Nasdaq grace period.

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 2.02 Results of Operations and Financial Condition

(d) Exhibits.

The following exhibits are being filed herewith:

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Results of Operations and Financial Condition
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: May 20, 2026

	Evolution Metals & Technologies Corp.

	By:	/s/ Christopher Clower
	Name:	Christopher Clower
	Title:	Chief Financial Officer and Chief Operating Officer

Exhibit 99.1

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

in thousands, except share data	March 31, 2026 (unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,389
Accounts receivable		2,270
Non-trade accounts receivable		1,202
Non-trade accounts receivable - related parties		182
Inventories		1,564
Prepaid expenses and other current assets		660
Total current assets		11,267
Property, plant and equipment, net		7,443
Intangible assets, net		6,350
Deferred transaction costs		—
Goodwill		59,980
Other noncurrent assets		497
TOTAL ASSETS	$	85,537

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	8,596
Accounts payable - related parties		42
Non-trade accounts payable		47,951
Non-trade accounts payable - related parties		218
Short term debt		2,997
Short term debt - related parties		1,779
Current portion of long-term debt		1,593
Convertible promissory notes		2,296
July investment agreement derivative		—
CPU Share Allocation Obligation		—
Accrued expenses and other current liabilities		27,361
Total current liabilities		92,833
Long term debt		2,609
Long term debt -related parties		15
Other noncurrent liabilities		724
Total Liabilities		96,181

Commitments and contingencies (Note 19)

Stockholders’ Deficit
Common stock $0.0001 par value, 593,349,852 shares authorized, 593,349,852 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025		59
Equity-classified CPU share allocation		186,766
Additional paid-in capital		908,249
Accumulated deficit		(1,118,591	)
Accumulated other comprehensive income		(1,062	)
Total stockholders’ deficit		(24,579	)
Noncontrolling interest		13,935
Total deficit		(10,644	)
Total liabilities and stockholders’ deficit	$	85,537

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

in thousands, except share data	For the Three Months Ended March 31, 2026 (unaudited)
Revenues	$	1,879
Cost of sales		(1,434	)
Gross profit		445
Operating expense:
Selling, general and administrative		(17,339	)
Operating loss		(16,894	)
Other income (expense):
Interest (expense) income, net		(705	)
Other income (expense), net		1,170
Provision for credit losses		—
Change in fair value of financial instruments		(425,227	)
Gain on foreign currency		15
Loss before income taxes		(441,641	)
Income tax expense		8
Net loss	$	(441,633	)

Net loss per share attributable to common stockholders
Basic and diluted	$	(0.72	)
Weighted average shares of common stock
Basic and diluted		611,903,892

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

in thousands	For the Three Months Ended March 31, 2026 (unaudited)
Net loss	$	(441,633	)
Other comprehensive income:
Foreign currency translation adjustments		(1,050	)
Actuarial loss on defined severance benefits, net of tax		(18	)
Total other comprehensive loss		(1,068	)
Total comprehensive loss	$	(442,701	)

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

	Convertible Preferred Units				Member Units, Voting					Common Stock				Additional			Subscription			Equity-classified		Accumulated			Accumulated		Member ’			Total			Noncontrolling		Total
in thousands, except share data	Units		Amount		Units			Amount		Units		Amount		Paid-in Capital			Receivable			CPU Share Allocation		Deficit			Other Comprehensive Income		Deficit			EMAT Stockholders’ Equity			Interest		Stockholders’ Equity
Balance, December 31, 2024 (as previously reported)		35,230,021	$	9,587		1,000,000		$	—		—		—		—			—		$	—	$	(58,962	)	$	—	$	(49,374	)	$	—		$	—	$	—
Retroactive application of recapitalization		—		—		(1,000,000	)		—		454,712,290		45		(45	)		—			—		—			—		49,374			(49,374	)		—		(49,374	)
Balance, December 31, 2024		35,230,021		9,587		—			—		454,712,290		45		(45	)		—			—		(58,962	)		—		—			(49,374	)		—		(49,374	)
Issuance of convertible preferred units		7,050,000	$	2,750		—			—		—		—		—			(1,500	)	$	—		—			—		—			1,250		$	—		1,250
Net loss			$	—				$	—				—		—			—					(18,010	)	$	—	$	—			(18,010	)	$	—		(18,010	)
Balance, March 31, 2025		42,280,021	$	12,337		—		$	—	$	454,712,290	$	45	$	(45	)	$	(1,500	)	$	—	$	(76,972	)	$	—	$	—		$	(66,134	)	$	—	$	(66,134	)

	Convertible Preferred Units						Member Units, Voting				Common Stock				Additional			Subscription		Equity-classified		Accumulated			Accumulated			Member ’		Total			Noncontrolling		Total
in thousands, except share data	Units			Amount			Units		Amount		Units		Amount		Paid-in Capital			Receivable		CPU Share Allocation		Deficit			Other Comprehensive Income			Deficit		EMAT Stockholder ’ Equity			Interest		Stockholder ’ Equity
Balance, December 31, 2025		59,671,021		$	26,262			—	$	—		454,712,290	$	45	$	(45	)	$	—	$	—	$	(676,958	)	$	6		$	—	$	(650,690	)	$	—	$	(650,690	)
Reverse recapitalization		—			—			—		—		4,876,199		—		(10,872	)		—		—		—			—			—		(10,872	)		—		(10,872	)
Noncontrolling interests resulting from the Business Combination		(17,391,000	)		(13,925	)				—				—		—			—		—		—			—			—		(13,925	)		13,925		—
Share issuance upon conversion of convertible preferred units		(42,280,021	)		(12,337	)		—		—		12,640,000		1		12,336			—		—		—			—			—		—			—		—
Share issuance upon settlement of the EM Share Obligations		—			—			—		—		118,046,178		13		885,334			—		—		—			—			—		885,347			—		885,347
Issuance of common stock for acquisitions		—			—			—		—		3,075,185		—		23,064			—		—		—			—			—		23,064			10		23,074
Investor loan advances and deemed contributions		—			—			—		—		—		—		(1,568	)		—		—		—			—			—		(1,568	)		—		(1,568	)
Reclass of CPU Share Allocation Obligations to equity		—			—			—		—		—		—		—			—		186,766		—			—			—		186,766			—		186,766
Foreign currency translation adjustment		—			—			—		—		—		—		—			—		—		—			(1,050	)		—		(1,050	)		—		(1,050	)
Actuarial (loss) gain on defined severance benefits, net of tax		—			—			—		—		—		—		—			—		—		—			(18	)		—		(18	)		—		(18	)
Net loss		—			—			—		—		—		—		—			—		—		(441,633	)		—			—		(441,633	)		—		(441,633	)
Balance, March 31, 2026		—		$	—			—	$	—		593,349,852	$	59	$	908,249		$	—	$	186,766	$	(1,118,591	)	$	(1,062	)	$	—	$	(24,579	)	$	13,935	$	(10,644	)

EVOLUTION METALS & TECHNOLOGIES CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

in thousands	For the Three Months Ended March 31, 2026 (unaudited)
Cash flows from operating activities
Net loss	$	(441,632	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in provision for losses on valuation of inventories		115
Depreciation and amortization		252
Interest expense		768
Change in fair value of July Investment Agreement Derivatives		234,739
Pension Benefits Provision		65
Gain on settlement of preexisting relationship		(1,152	)
Allowance for credit losses		—
Interest income		(63	)
Gains on foreign exchange translation		(115	)
Loss on foreign exchange translation		99
Change in fair value of CPU Share Allocation Obligations		190,488
Change in fair value of July Investment Agreement Derivative		—
Day one loss on CPU Share Allocation Obligations		—
Investor expenses incurred on behalf of Company		3,086
Constructive disbursement to related party		(4,405	)
Paid in kind – interest		—
Non-cash others		(219	)
Changes in operating assets and liabilities, net of effects from Business Combination:
Trade accounts receivable		(725	)
Non-trade accounts receivable		4,194
Prepaid expenses and other assets		(197	)
Inventories		(385	)
Deferred transaction costs		9,266
Trade accounts payable		(1,226	)
Non-trade accounts payable		1,195
Other liabilities		109
Accrued expenses and other current liabilities		174
Net cash used in operating activities	$	(5,569	)

Cash flows from investing activities
Acquisitions of property, plant and equipment	$	(24	)
Increase in leasehold deposits		(2	)
Decrease in leasehold deposits		—
Increase in loans		(188	)
Issuance of notes receivable		—
Issuance of notes receivable, related party		—
Repayment of notes receivable		2
Net cash acquired in Business Combination		1,379
Net cash provided by (used in) investing activities	$	1,167

Cash flows from financing activities
Proceeds from short-term debt	$	1,133
Repayment of short-term debt		(545	)
Repayment of current poriton of long-term debt		(65	)
Repayment of long-term debt		(44	)
Payment of lease liabilities		(32	)
Payment for appraisal rights		(350	)
Cash assumed in reverse recapitalization		13
Advances to related party		(475	)
Payments to effectuate reverse recapitalization		(1,537	)
Proceeds from issuance of convertible preferred units		—
Payments for deferred transaction costs		—
Net cash provided by (used in) financing activities	$	(1,902	)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		8
Net increase (decrease) in cash, cash equivalents and restricted cash		(6,304	)
Cash and cash equivalents, and restricted cash, as of beginning of period		11,685
Cash and cash equivalents, and restricted cash, as of end of period	$	5,389

Supplemental cash flow information:
Taxes paid
Interest paid

Supplemental disclosure of noncash investing and financing activities:
Noncash consideration assumed in Business Combination	$	69,907
Reverse recapitalization		(7,030	)
Fair value of CPU Share Allocation Obligations issued in connection with issuance of certain convertible preferred units		—
Deferred transaction costs included within accounts payable and accrued expenses		—
Convertible preferred units issued in exchange for subscription receivable		—