Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-061113

Filed: 2026-05-26

Period: 2026-05-21

CIK: 0001866226

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

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0292140-8k_evolution.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 26, 2026 (ea029214001ex99-1.htm)

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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 21, 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 3.01 Notice of a Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

On May 21, 2026, Evolution Metals & Technologies

Corp. (the “Company”) received a notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The

Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that as it had not yet filed its Quarterly Report on Form 10-Q for

the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer complies with Nasdaq Listing Rule 5250(c)(1). Nasdaq

Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange

Commission (the “SEC”). The Company previously filed a Form 12b-25 with the SEC on May 15, 2026, disclosing that it was unable

to file the Form 10-Q within the prescribed time period without unreasonable effort or expense.

The Notice has no immediate effect on the listing

of the Company’s common stock.

The Company filed the Form 10-Q on May 22, 2026, thereby

curing the deficiency described in the Notice. On May 26, 2026, the Company received notice from Nasdaq that the Company has regained

compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter is now closed.

Item 7.01 Regulation FD Disclosure

On May 26, 2026, the Company issued a press release

in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached

hereto as Exhibit 99.1.

The information in this Item 7.01 of this Current

Report on Form 8-K, 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 by 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 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 26, 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: May 26, 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 26, 2026

EX-99.1

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Evolution Metals & Technologies Corp.

Regains Compliance with Nasdaq Listing Rule Following Previously Received Notice and Filing of Quarterly Report on Form 10-Q Regains

Compliance with Nasdaq Listing Rule Following

Form 10-Q Filed May 22, 2026; Nasdaq Has Confirmed

Compliance and Closed the Matter

MIAMI, FL, May 26, 2026 (GLOBE NEWSWIRE)

– 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 announced that it received a notice

(the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that as it had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”),

the Company no longer complies with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely

file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Company previously

filed a Form 12b-25 with the SEC on May 15, 2026, disclosing that it was unable to file the Form 10-Q within the prescribed time period

without unreasonable effort or expense.

The Notice had no immediate effect on the

listing of the Company’s common stock.

The Company filed the Form 10-Q on May 22,

2026, thereby curing the deficiency described in the Notice. On May 26, 2026, the Company received notice from Nasdaq that the Company

has regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter is now closed.

About Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp. is a

U.S. based critical materials and advanced manufacturing company listed on Nasdaq (EMAT). EMAT is focused on building a secure 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.

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, 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; and risks related to machine delivery schedules, commissioning timelines, and production ramp-up. Those

statements include statements regarding the intent, belief, or current expectations of EMAT and its management, as well as the assumptions

on which such statements are based. 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 for the year ended December 31, 2025 filed with the SEC on February 20,

2026 and the Report on Form 10-Q of EMAT for the three months ended March 31, 2026 filed with the SEC on May 22, 2026, including those

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 Contact:

Judith McGarry

Evolution Metals & Technologies Corp.

investor.relations@evolution-metals.com

Arx Investor Relations

North American Equities Desk

EMAT@arxhq.com

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