Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-054183

Filed: 2026-05-11

Period: 2026-05-07

CIK: 0001866226

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

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0290073-8k_evolution.htm (Primary)

EX-4.1 — FIRST CLOSING DEBENTURE (ea029007301ex4-1.htm)

EX-4.2 — FORM OF CONVERTIBLE DEBENTURE (ea029007301ex4-2.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT (ea029007301ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT (ea029007301ex10-2.htm)

EX-10.3 — GUARANTY AND SECURITY AGREEMENT (ea029007301ex10-3.htm)

EX-99.1 — PRESS RELEASE DATED MAY 11, 2026 (ea029007301ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0290073-8k_evolution.htm · Sequence: 1

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0001866226

2026-05-07

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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 7, 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 1.01 Entry into a Material Definitive Agreement

Securities Purchase Agreement and Convertible

Debentures

On May 7, 2026, Evolution Metals & Technologies

Corp. (“EMAT” or the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)

with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to

issue and sell to Yorkville convertible debentures in the aggregate principal amount of up to $100,000,000 (the “Convertible Debentures”

and each a “Convertible Debenture”), which will be convertible into shares of the Company’s common stock, par value

$0.0001 per share (the “Common Stock,” and as converted, the “Conversion Shares”).

The first Convertible Debenture (the “First

Debenture”) in the principal amount of $20,000,000 was issued on May 7, 2026. The second Convertible Debenture in the principal

amount of $5,775,000 is expected to be issued upon effectiveness of the Registration Statement on Form S-1, which the Company has agreed

to file pursuant to the Registration Rights Agreement, as such term is defined below. Additionally, pursuant to the Securities Purchase

Agreement, up to $74,225,000 in Convertible Debentures shall be purchased in subsequent tranches from time to time upon the mutual agreement

of the Company and Yorkville.

Each Convertible Debentures will have a purchase

price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price

equal to the lower of $12.09 or 95% of the lowest daily volume-weighted average price (“VWAP”) during the 5 consecutive trading

days immediately preceding the conversion date. The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures

held by Yorkville if the issuance of such Conversion Shares would exceed the aggregate number of Common Stock that the Company may issue

in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market (the “Exchange Cap”).

The Exchange Cap will not apply if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq

Stock Market for issuances of Common Stock in excess of such amount. In addition, no conversion will be permitted to the extent that,

after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99%

of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.

The First Debenture bears interest at an annual

rate of 5.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual

rate of 18.0%. The Convertible Debentures will mature on November 7, 2027.

The Company will not be required to make monthly

cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then

the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been

repaid. An “Amortization Event” means (i) the VWAP of the Company’s Common Stock is lower than the floor price for any

five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange

Cap or (iii) Yorkville is unable to use the Registration Statement, as such term is defined below, for a period of 10 consecutive trading

days.

The monthly cash payments will be in an amount

equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount),

plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will

commence 7 days following the Amortization Event.

The Securities Purchase Agreement includes customary

registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company

intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and

development initiatives.

The foregoing description of the Securities Purchase

Agreement, the First Debenture and the Convertible Debentures does not purport to be complete and is qualified in its entirety by reference

to the full text of each such agreement, which are filed as Exhibits 10.1, 4.1 and 4.2, to this Current Report on Form 8-K and are incorporated

herein by reference.

Registration Rights Agreement

On May 7, 2026, pursuant to the Securities Purchase

Agreement, the Company and Yorkville entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant

to which Yorkville is entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the Registration Rights Agreement, the Company is required to, on the 30th calendar day following the date of the Securities

Purchase Agreement, file with the Securities and Exchange Commission a registration statement (the “Registration Statement”)

registering the resale by Yorkville of 5.4 million Conversion Shares. Under the Registration Rights Agreement, Yorkville was also granted

piggyback registration rights under certain conditions as described in the Registration Rights Agreement.

The foregoing description of the Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which

is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Guaranty and Security Agreement

On May 7, 2026, pursuant to the Securities Purchase

Agreement, the Company and Yorkville entered into a Global Guarantee Agreement (the “Global Guarantee Agreement”), pursuant

to which, the Company and its subsidiaries agreed to guarantee all of the Company’s obligations under the Convertible Debentures.

The foregoing description of the Global Guarantee

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each such agreement, which

is filed as Exhibits 10.3, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is

incorporated herein by reference.

Item 3.02 Unregistered Sales of

Equity Securities.

The information contained

in Item 1.01 is incorporated herein by reference. The issuance of the Convertible Debentures and the Conversion Shares will be exempt

from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited

investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debentures and the Conversion Shares will

be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

Item 7.01 Regulation FD Disclosure

On May 11, 2026, the Company issued a press release

announcing the Company’s securing an investment from Yorkville. A copy of the press release is furnished herewith as Exhibit 99.1

and incorporated herein by reference.

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

4.1

First Closing Debenture

4.2

Form of Convertible Debenture

10.1

Securities Purchase Agreement

10.2

Registration Rights Agreement

10.3

Guaranty and Security Agreement

99.1

Press Release dated May 11, 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 11, 2026

Evolution Metals & Technologies Corp.

By:

/s/ Christopher Clower

Name:

Christopher Clower

Title:

Chief Financial Officer and Chief Operating Officer

EX-4.1 — FIRST CLOSING DEBENTURE

EX-4.1

Filename: ea029007301ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS DEBENTURE NOR THE SECURITIES

INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED

IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

EVOLUTION METALS & TECHNOLOGIES CORP.

Convertible

Debenture

Original Principal Amount:

$20,000,000

Issuance Date: May 7, 2026

Number: EMAT-1

FOR VALUE RECEIVED, EVOLUTION METALS &

TECHNOLOGIES CORP., an entity organized under the laws of Delaware (the “Company”), hereby promises to pay to the

order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the Original Principal

Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the

“Principal”) and the Payment Premium, as applicable, in each case when due, and to pay interest (“Interest”)

on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the

“Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion,

redemption or otherwise (in each case in accordance with the terms hereof). The Issuance Date is the date of the first issuance of this

Convertible Debenture (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, this

“Debenture”) regardless of the number of transfers and regardless of the number of instruments, which may be issued

to evidence such Debenture. This Debenture was originally issued pursuant to the Securities Purchase Agreement dated as of May 7, 2026,

between the Company and the Buyers listed on the Schedule of Buyers attached thereto (as it may be amended from time to time, the “Securities

Purchase Agreement”). Certain capitalized terms used herein are defined in Section (12).

(1) GENERAL TERMS

(a) Maturity

Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued

and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity Date” shall

be November 7, 2027, as may be extended at the option of the Holder.

(b) Interest Rate and Payment

of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 5.00% (“Interest

Rate”), which Interest Rate shall increase to an annual rate of 18.00% upon the occurrence of an Event of Default (for so long

as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent

permitted by applicable law.

Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event has occurred,

then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on

the same day of each successive Calendar Month until the entire outstanding amounts shall have been repaid. Each monthly cash payment

shall be in an amount equal to the sum of (i) $4,000,000 of Principal on this Debenture (or the outstanding Principal, if less than such

amount (the “Amortization Principal Amount”), plus (ii) the Payment Premium in respect of such Amortization

Principal Amount, plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to

make monthly cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at

any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 10th consecutive Trading Day

that the daily VWAP is greater than the Floor Price then in effect, (B) in the event of an Exchange Cap Event, the date the Company has

obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applies,

or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able

to resell the Common Shares issuable upon conversion of this Debenture in accordance with Rule 144 under the Securities Act, unless a

subsequent Amortization Event occurs.

(d) Optional

Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional

Redemption”) early a portion or all amounts outstanding under this Debenture as described in this Section; provided, that

the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an

Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a

Trading Day, and (ii) may only be given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption

Notice is delivered, unless otherwise agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the

outstanding balance of the Debenture to be redeemed and the Redemption Amount. The “Redemption Amount” shall be

an amount equal to (a) the outstanding Principal balance being redeemed by the Company plus (b) the Payment Premium in

respect of such Principal amount plus (c) all accrued and unpaid interest hereunder as of the date of such redemption.

After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day immediately

following the date such Redemption Notice is delivered to the Holder in accordance with this term of this Section 1(d)) to elect to

convert all or any portion of this Debenture. On the eleventh (11th) Trading Day following the delivery of the applicable

Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to

the extent not converted and otherwise after giving effect to conversions or other payments made during such ten (10) Trading Day

period.

(e) Other

than as specifically set forth in this Debenture, the Company shall not have the ability to make any early repayments without the consent

of or at the request of the Holder.

(f) Payment

Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made

on the next succeeding Business Day.

(2) EVENTS OF DEFAULT.

(a) An

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body) shall have occurred:

(i) The

Company’s failure to pay to the Holder any amount of Principal, Redemption Amount, Payment Premium, Interest, or other amounts when and

as due under this Debenture or any other Transaction Document and within five (5) Trading Days after such payment is due;

(ii) (A)

The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the

Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or

the Company or any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,

relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating

to the Company or any Subsidiary of the Company, in any such bankruptcy, insolvency or other proceeding which remains undismissed for

a period of sixty one (61) days; (B) the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; (C) any order

of relief or other order approving any such case or proceeding is entered; (D) the Company or any Subsidiary of the Company suffers any

appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which

continues undischarged or unstayed for a period of sixty one (61) days; (E) the Company or any Subsidiary of the Company makes a general

assignment of all or substantially all of its assets for the benefit of creditors; (F) the Company or any Subsidiary of the Company shall

fail to pay, shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (G) the Company

or any Subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring

of its debts; (H) the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval

of or acquiescence in any of the foregoing; or (I) any corporate or other action is taken by the Company or any Subsidiary of the Company

for the purpose of effecting any of the foregoing;

(iii) The

Company or any Subsidiary of the Company shall default in any of its obligations under any note, debenture, mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may

be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company

or any Subsidiary of the Company in an amount exceeding $2,500,000, whether such indebtedness now exists or shall hereafter be created

and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, within

thirty (30) Trading Days, and as a result, such indebtedness becomes or is declared due and payable;

(iv) A

final judgment or judgments for the payment of money in excess of $2,500,000 in the aggregate are rendered against the Company and/or

any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed

pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which

is covered by insurance or an indemnity from a creditworthy party shall not be included in calculating the $250,000 amount set forth above

so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall

be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or

such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within sixty (60) days of the issuance of

such judgment;

(v) The

Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive

Trading Days;

(vi) The

Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction unless in connection with such Change of

Control Transaction this Debenture is retired;

(vii) The

Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable

Share Delivery Date or (B) notice, written or oral, to any holder of the Debenture, including by way of public announcement, at any time,

of its intention not to comply with a request for conversion of all or a portion of this Debenture into Common Shares that is tendered

in accordance with the provisions of this Debenture;

(viii) The

Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days

after such payment is due;

(ix) The

Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established

by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under

Rule 12b-25 under the Exchange Act;

(x) Any

representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction

Document, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any

such representation or warranty already qualified by materiality, such representation or warranty shall prove to have been

incorrect) when made or deemed made;

(xi) (A) Any

material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as

expressly permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in

writing the validity or enforceability of any provision of any Transaction Document; or (C) the Company denies in writing that it

has any or further liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than

in accordance with the relevant termination provisions) or rescind any Transaction Document;

(xii) The

Company uses the proceeds of the issuance of this Debenture, whether directly or indirectly, and whether immediately, incidentally or

ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect

from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of

purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose;

(xiii) Any Event

of Default (as defined in the Other Debentures or in any Transaction Document other than this Debenture) occurs with respect to any Other

Debentures, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement

between or among the Company and the Holder; or

(xiv) The

Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach

or default of any provision of this Debenture (except as may be otherwise covered by Sections (2)(a)(i) through

(2)(a)(xiii) hereof) or any other Transaction Document, which is not cured or remedied within the time prescribed

or if no time is prescribed within thirty (30) Business Days.

(b)

During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred (other than an event with

respect to the Company described in Section (2)(a)(ii)),

the full unpaid Principal amount of this Debenture and all interest and other amounts owing in respect of this Debenture to the date

of acceleration, shall become, at the Holder’s election given by notice pursuant

to Section (5), immediately

due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii),

the full unpaid Principal amount of this Debenture and all accrued and unpaid interest and other amounts owing in respect of this

Debenture to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest

or other notice of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the

Holder shall have the right (but not the obligation) to convert, on one or more occasions all or part of the Debenture in accordance

with Section (3) (and subject

to the limitations set out in Section (3)(c)(i) and

Section (3)(c)(ii)) at any

time after an Event of Default has occurred and is continuing until all amounts outstanding under this Debenture have been repaid in

full. The Holder need not provide, and the Company hereby waives, any presentment demand, protest or other notice of any kind (other

than any required notice of conversion), and the Holder may immediately enforce any and all of its rights and remedies

hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder

in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or

impair any right consequent thereon.

(3) CONVERSION

OF DEBENTURE. This Debenture shall be convertible into Common Shares, on the terms and conditions set forth in this Section (3).

(a) Conversion

Right. Subject to the limitations of Section (3)(c),

at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid

Conversion Amount into fully paid and nonassessable Common Shares in accordance with Section (3)(b),

at the Conversion Price. The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this Section (3)(a)

shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall

not issue any fraction of a Common Shares upon any conversion. All calculations under this Section (3)

shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a

Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all

transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any

Conversion Amount.

(b) Mechanics of Conversion.

(i) Optional

Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder

shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an

executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the

Company and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized

overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company

with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading Day

following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends

are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Transfer Agent

is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct

such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its

designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not

participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion

Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares

to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules

and regulations of the Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of this

Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as

practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and

deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to

receive the Common Shares issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or

holders of such Common Shares upon the transmission of a Conversion Notice.

(ii) Company’s Failure

to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date

to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which

the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or

after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of

a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),

then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash

to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses,

if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver

such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a

certificate or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice and

pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares,

multiplied by (B) the Closing Price on the Conversion Date.

(iii) Book-Entry.

Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms

hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented

by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included

in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company

shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method,

reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon any conversion.

(i) Beneficial

Ownership. The Holder shall not have the right to convert any portion of this Debenture to the extent that after giving effect

to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with

Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares

outstanding immediately after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the

number of Common Shares it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the

issuance of Common Shares in excess of 4.99% of the then outstanding Common Shares without regard to any other shares which may be

beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether

the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder

determines that the limitation contained in this Section applies, the determination of which portion of the Principal amount of this

Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice

for a Principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially

own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and

shall honor the conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with

Section (3)(a) and, any Principal amount tendered for conversion in excess of the permitted amount

hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder (but only as to

itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any

such waiver.

(ii) Principal

Market Limitation. Notwithstanding anything in this Debenture to the contrary, the Company shall not issue any Common Shares upon

conversion of this Debenture, or otherwise, if the issuance of such Common Shares, together with any Common Shares issued in connection

with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number

Common Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations

of the Nasdaq Stock Market LLC (“Nasdaq”) and shall be referred to as the “Exchange Cap,” except

that such limitation shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange

Cap in accordance with the rules and regulations of Nasdaq.

(d) Other Provisions.

(i) All

calculations under this Section (3) shall be rounded to the nearest $0.0001 or whole share.

(ii) So

long as this Debenture remains outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed

the Transfer Agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this Debenture (assuming for

purposes hereof that (x) this Debenture is convertible at the Floor Price as of the date of determination, and (y) any such conversion

shall not take into account any limitations on the conversion of the Debenture set forth herein or therein (the “Required Reserve

Amount”)), provided that at no time shall the number of Common Shares reserved pursuant to this Section (3)(d)(ii)

be reduced other than pursuant to the conversion of this Debenture and the Other Debentures in accordance

with their terms, and/or cancellation, or reverse stock split. If at any time while this Debenture or any Other Debentures remain outstanding,

the Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy the obligation to reserve for the

issuance the Required Reserve Amount, the Company will promptly take all corporate action necessary to propose to a meeting of its shareholders

an increase of its authorized share capital necessary to meet the Company’s obligations pursuant to this Debenture, and cause its board

of directors to recommend to the shareholders that they approve such proposal.

(iii) Nothing herein

shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2)

herein for the Company’s failure to deliver certificates representing Common Shares upon conversion within the period

specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other

security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other

Section hereof or under applicable law.

(iv) Legal

Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection

with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends

restricting the transfer thereof. To the extent a legal opinion is not provided (either timely or at all), then, in addition to being

an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection

with any legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Shares. The Holder shall notify

the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder

shall be paid by the Company with reasonable promptness.

(e) Adjustment of

Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Debenture is

outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on its shares of Common Shares or any

other equity or equity equivalent securities payable in Common Shares, (ii) subdivide outstanding Common Shares into a larger number

of shares, (iii) combine (including by way of reverse stock split) outstanding Common Shares into  a smaller number of shares,

or (iv) issue by reclassification of Common Shares any shares of capital stock of the Company, then each of the Fixed Price and the

Floor Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury

shares, if any) outstanding before such event and of which the denominator shall be the number of Common Shares outstanding after

such event. Any adjustment made pursuant to this Section shall become effective, in the case of a dividend distribution, immediately

after the record date for the determination of stockholders entitled to receive such dividend or distribution or, in the case of a

subdivision, combination or re- classification, and shall become effective immediately after the effective date of such subdivision,

combination or re-classification.

(f) Adjustment

of Conversion Price upon Issuance of Common Shares. If the Company, at any time while this Debenture is outstanding, issues or

sells any Common Shares or Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded

Securities), for a consideration per share (the “New Issuance Price”) less than a price equal to the Fixed Price

in effect immediately prior to such issue or sale (such price the “Applicable Price”) (the foregoing a

“Dilutive Issuance”), then immediately after such Dilutive Issuance the Fixed Price then in effect shall be reduced

to an amount equal to the New Issuance Price. For the purposes hereof, if the Company in any manner issues or sells any Convertible

Securities (other than shares issued or sold by the Company in connection with any Excluded Securities) and the lowest price per

share for which one Common Share is issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price,

then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance

or sale of such Convertible Securities for such price per share. No further adjustment of the Conversion Price shall be made upon

the actual issuance of such Common Share upon conversion or exchange or exercise of such Convertible Securities.

(g) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any

Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect

to or in exchange for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure

that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s option, (i) in

addition to the Common Shares receivable upon such conversion, such securities or other assets to which the Holder would have been

entitled with respect to such Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate

Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the

Common Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Shares in

connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this

Debenture initially been issued with conversion rights for the form of such consideration (as opposed to Common Shares) at a

conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence

shall be in a form and substance satisfactory to the Required Holders. The provisions of this Section shall apply similarly and

equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of

this Debenture.

(h) Whenever

the Conversion Price is adjusted pursuant to Section 3(e) or 3(f) hereof, the Company shall promptly provide the Holder with a written

notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(i)

In case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale

by the Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related

transactions, a Holder shall have the right to (A) exercise any rights under Section (3)(f),

(B) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other securities, cash and property

receivable upon or deemed to be held by holders of Common Shares following such merger, consolidation or sale, and such Holder shall

be entitled upon such event or series of related events to receive such amount of securities, cash and property as the Common Shares

into which such aggregate Principal amount of this Debenture could have been converted immediately prior to such merger,

consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving

entity to issue to the Holder a convertible debenture with a Principal amount equal to the aggregate Principal amount of this

Debenture then held by such Holder, plus all accrued and unpaid Interest and other amounts owing thereon, which such newly issued

convertible debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be

entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which

this Debenture was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible

preferred stock or convertible debentures shall be based upon the amount of securities, cash and property that each Common Shares

would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such

transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the

right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event.

This provision shall similarly apply to successive such events.

(4) REISSUANCE OF THIS DEBENTURE.

(a) Transfer.

If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith

issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (4)(d)), registered

in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with

any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in

accordance with Section (4)(d)) to the Holder representing the outstanding Principal not being transferred.

The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section (3)(b)(iii)

following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less

than the Principal stated on the face of this Debenture.

(b) Lost,

Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the

Holder to the Company in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this Debenture,

the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (4)(d)) representing

the outstanding Principal.

Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal

office of the Company, for a new Debenture or Debentures (in accordance with Section (4)(d)) representing

in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding

Principal as is designated by the Holder at the time of such surrender.

(d) Issuance

of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture

(i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining

outstanding (or in the case of a new Debenture being issued pursuant to Section (4)(a) or Section (4)(c),

the Principal designated by the Holder which, when added to the Principal represented by the other new Debentures issued in connection

with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new

Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date

of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest

from the Issuance Date.

(5) NOTICES. Any

notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by

letter or electronic mail (“e-mail”) and will be deemed to have been delivered (i) upon receipt, when delivered

personally, (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, as

applicable or (iii) receipt, when sent by e-mail, and, in each case of the foregoing clauses (i), (ii) and (iii), properly addressed

to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company, to:

Evolution Metals & Technologies Corp.

4040 NE 2nd Ave, Ste 349

Miami, Florida 33137

Attn:

David Wilcox

Frank Moon

Andrew Knaggs

Christopher Clower

Telephone: 561-225-3205

Email:

david.wilcox@evolution-metals.com

frank.moon@evolution-metals.com

andrew.knaggs@evolution-metals.com

christopher.clower@evolution-metals.com

with a copy (which shall not constitute notice) to:

John Arrastia

4040 NE 2nd Ave, Ste 349

Miami, Florida 33137

Attention: John Arrastia

Telephone: 561-225-3205

Email: john.arrastia@evolution-metals.com

If to the Holder:

YA II PN, Ltd

c/o Yorkville Advisors Global, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Mark Angelo

Telephone: 201-985-8300

Email: Legal@yorkvilleadvisors.com

or at such other address and/or e-mail address

and/or to the attention of such other person as the recipient party has specified by written notice given to each other party in accordance

with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (a) given

by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender’s email service provider

containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery service, shall be rebuttable

evidence of personal service, receipt from a nationally recognized overnight delivery service or receipt by e-mail in accordance with

clause (i), (ii) or (iii) above, respectively.

(6) Except

as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute

and unconditional, to pay the Principal of, and Interest and other charges (if any) on, this Debenture at the time, place, and rate, and

in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the

Company shall not and shall cause each of its subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation,

bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase

or otherwise acquire shares of its Common Shares or other equity securities; or (iii) enter into any agreement with respect to any of

the foregoing; or (iv) enter into any agreement or transaction in or of which the terms thereof would restrict or conflict with the ability

of the Company to perform its obligations under the this Debenture, including, without limitation, the obligation of the Company to make

cash payments hereunder.

(7) This

Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to

vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings

of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.

(8) CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL

(a) Governing

Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed

in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)

(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,

validity and performance.

(b) Jurisdiction; Venue; Service.

(i) The

Company hereby irrevocably consents to the non- exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and,

if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing

Jurisdiction.

(ii) The

Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal

jurisdiction exists, in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any

right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or

equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis

of improper venue or inconvenience of forum.

(iii) Any suit, claim,

action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,

brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or

any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The

Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the

Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the

Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be

considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder

against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any

suit, claim, action, litigation or proceeding brought by the Company against the Holder in any court outside the Governing

Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company

irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any

kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or

based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated

transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District

Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and

unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action,

litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable

law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or

proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

law.

(iv) The

Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,

action, litigation or proceeding by e-mail or the mailing of copies thereof by registered or certified mail postage prepaid, to it at

the e-mail address or physical address, as applicable, provided for notices in this Debenture, such service to become effective thirty

(30) days after the date of such e-mail or mailing, as applicable. The Company and the Holder each irrevocably waive any defense it may

have on the grounds of insufficient or improper service with respect to service of process effected in accordance with this Section (8)(b)(iv).

(v) Nothing

herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or

to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER

RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A

WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR

RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d) The

Company expressly acknowledges and agrees that this Debenture constitutes an instrument for the payment of money only within the meaning

of section 3213 of the New York Civil Practice Law and Rules (“CPLR §3213”), and that upon any default under or

breach of the terms of this Debenture, the Holder may immediately commence an action by motion for summary judgment in lieu of complaint

without any further notice or demand. The Company irrevocably waives (i) any right to require the Holder to commence any action by summons

and complaint, (ii) any right to assert defenses, setoffs, counterclaims or delays in any CPLR §3213 proceeding (other than the defense

of full payment of any amount that the Holder seeks to recover), and (iii) any right to object to the sufficiency of this Debenture as

an instrument for the payment of money only within the meaning of CPLR §3213 and agrees not to assert that this Debenture is not

such an instrument. The Company agrees that all amounts due under this Debenture shall be deemed liquidated, unconditional and immediately

due and payable for purposes of CPLR §3213.

(9) If

the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees,

costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection

with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with

the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to

the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation

or enforcement of any rights or remedies of the Holder.

(10) Any

waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach

of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence

to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter

to insist upon strict adherence to that term or any other term of this Debenture. No provision of this Debenture may be waived or amended

other than by a written agreement signed by the parties to this Debenture. No custom or practice of the parties at variance with the terms

hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other

right, power or remedy or to demand strict compliance with the terms of this Debenture.

(11) If any provision of

this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is

inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it

shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the

applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of Interest. The

Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner

whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive

the Company from paying all or any portion of the Principal of or interest on this Debenture as contemplated herein, wherever

enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the

Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that

it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will

suffer and permit the execution of every such power as though no such law has been enacted.

(12) CERTAIN

DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a) Amortization

Event” shall mean (i) the daily VWAP is less than the Floor Price then in effect for five Trading Days during a period of seven

consecutive Trading Days (a “Floor Price Event”), (ii) the Company has issued in excess of 99% of the Common Shares

available under the Exchange Cap, where applicable (an “Exchange Cap Event”), or (iii) any time after the Effectiveness

Deadline (as defined in the Registration Rights Agreement), the Investor is unable to utilize a Registration Statement to resell Underlying

Shares for a period of ten (10) consecutive Trading Days (a “Registration Event”)] (the first day of each such occurrence,

an “Amortization Event Date”).

(b) “Amortization Principal Amount” shall have the meaning set forth in Section 1(c).

(d) “Approved Stock Plan” means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.

(e) “Bloomberg”

means Bloomberg Financial Markets (or if not available, a similar service provider of national recognized standing).

(f) “Business

Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day

on which banking institutions in the State of New York are authorized or required by law or other government action to close.

(g) “Buy-In” shall have the meaning set forth in Section (3)(b)(ii).

(h) “Buy-In Price” shall have the meaning set forth in Section (3)(b)(ii).

(i) “Calendar

Month” means the period from a particular date in one month to the same date in the next month.

(j)

“Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual

or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control

(whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty

percent (50%) of the voting power of the Company (except that the acquisition of voting securities by the Holder or any other

current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof),

(b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company (other than

as due to the death or disability of a member of the board of directors) which is not approved by a majority of those individuals

who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of

directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors

who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the

Company or any Subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the

execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events

set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change of Control Transaction under

this provision.

(k) “Closing

Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or on the exchange which

the Common Shares is then listed as quoted by Bloomberg.

(l) “Commission” means the Securities and Exchange Commission.

(m)

“Common Shares” means the shares of common stock, par value $0.0001, of the Company and stock of any other class

into which such shares may hereafter be changed or reclassified.

(n) “Conversion

Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Debenture to be converted, redeemed

or otherwise with respect to which this determination is being made.

(o)

“Conversion Date” shall have the meaning set forth in Section( 3)(b)(i).

(p) “Conversion Failure”

shall have the meaning set forth in Section (3)(b)(ii).

(q) “Conversion Notice”

shall have the meaning set forth in Section (3)(b)(i).

(r) “Conversion Price”

means, as of any Conversion Date or other date of determination the lower of (i) $12.09 per Common Share (the “Fixed

Price”), or (ii) 95% of the lowest daily VWAP during the 5 consecutive Trading Days immediately preceding the Conversion

Date or other date of determination (the “Variable Price”), but which Variable Price shall not be lower than the

Floor Price then in effect. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of

this Debenture.

(s) “Convertible

Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for Common Shares.

(t) “Dilutive Issuance”

shall have the meaning set forth in Section (3)(f).

(u)  “Exchange

Act” means the Securities Exchange Act of 1934, as amended.

(v)

“Excluded Securities” means any Common Shares issued or issuable or deemed to be issued by the Company:

(i) under any Approved Stock Plan, (ii) upon conversion of any of the Debentures issued pursuant to the Securities Purchase

Agreement; (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day

immediately preceding the date of the Securities Purchase Agreement; provided, that such issuance of Common Shares upon exercise of

such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on such

date and such Options or Convertible Securities are not amended, modified or changed on or after such date, or (iv) upon a stock

split, reverse stock split, distribution of bonus shares, combination or other recapitalization events.

(w) “Floor Price” solely

with respect to the Variable Price, shall mean $1.86 per Common Share.

(x) “Fundamental

Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into

another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the

Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one

or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant

to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the

Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively

converted into or exchanged for other securities, cash or property.

(y) “Material

Adverse Effect” has the meaning given such term in the Securities Purchase Agreement.

(z) “New Issuance Price” shall

have the meaning set forth in Section (3)(f).

(aa) “Optional

Redemption” shall have the meaning set forth in (1)(d).

(bb) “Options” means

any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.

(cc) “Other Debentures”

means any other debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes, or other instruments

issued in exchange, replacement, or modification of the foregoing.

(dd)

“Payment Premium” means 5% of the Principal Amount being paid.

(ee) “Periodic

Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission under

applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly

reports (on Form 10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Debenture; provided that

all such Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and

other information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.

(ff) “Person”

means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof

or a governmental agency.

(gg) “Principal Market”

means the Nasdaq Global Market; provided however, that in the event the Company’s Common Shares are ever listed or traded on any

of the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, or the Nasdaq Global Select Market, or such successor thereto,

the “Principal Market” shall mean that market on which the Common Shares are then listed or traded

(hh)

“Redemption Amount” shall have the meaning set forth in (1)(d).

(ii)

“Redemption Notice” shall have the meaning set forth in (1)(d).

(jj)

“Registration Rights Agreement” has the meaning given such term in the Securities Purchase Agreement.

(kk) “Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering

among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

(ll) “Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(mm) “Share

Delivery Date” shall have the meaning set forth in Section (3)(b)(i).

(nn)

“Subsidiary” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the

outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or

substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to

herein as “Subsidiaries.”

(oo) “Trading Day”

means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common Shares are then quoted or listed;

provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a Business Day.

(pp)

“Transaction Document” has the meaning given such term in the Securities Purchase Agreement.

(qq)

“Underlying Shares” means the Common Shares issuable upon conversion of this Debenture in accordance with the

terms hereof.

(rr) “VWAP”

shall mean for any Trading Day, the volume weighted average price of the Common Shares on the Principal Market, for such Trading Day as

reported by Bloomberg L.P. through its “HP” function.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused

this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:

EVOLUTION METALS & TECHNOLOGIES CORP.

By:

/s/ David Wilcox

Name:

David Wilcox

Title:

Executive Chairman

EX-4.2 — FORM OF CONVERTIBLE DEBENTURE

EX-4.2

Filename: ea029007301ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS DEBENTURE NOR THE SECURITIES

INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION

NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING

THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.

EVOLUTION METALS & TECHNOLOGIES CORP.

Convertible

Debenture

Original Principal Amount: $[____________]

Issuance Date: [____________]

Number: EMAT-[1][2][3]

FOR VALUE RECEIVED, EVOLUTION

METALS & TECHNOLOGIES CORP., an entity organized under the laws of Delaware (the “Company”), hereby promises

to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the

Original Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption,

conversion or otherwise, the “Principal”) and the Payment Premium, as applicable, in each case when due, and to

pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defi ned below) from

the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether

upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). The

Issuance Date is the date of the first issuance of this Convertible Debenture (as amended, amended and restated, extended,

supplemented or otherwise modified in writing from time to time, this “Debenture”) regardless of the number of

transfers and regardless of the number of instruments, which may be issued to evidence such Debenture. This Debenture was originally

issued pursuant to the Securities Purchase Agreement dated as of [ ], 2026, between the Company and the Buyers listed on

the Schedule of Buyers attached thereto (as it may be amended from time to time, the “Securities Purchase

Agreement”). Certain capitalized terms used herein are defined in Section (12).

(1)

GENERAL TERMS

(a) Maturity

Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,

accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity

Date” shall be [ ], 202[ ___]1, as may be extended at the option of the Holder.

(b) Interest

Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 5.00% (“Interest

Rate”), which Interest Rate shall increase to an annual rate of 18.00% upon the occurrence of an Event of Default (for so long

as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent

permitted by applicable law.

If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event has occurred, then the Company

shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of

each successive Calendar Month until the entire outstanding amounts shall have been repaid. Each monthly cash payment shall be in an amount

equal to the sum of (i) $[ __________ ]2 of Principal on this Debenture (or the outstanding Principal, if less than such