Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-080223

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001866226

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): July

22, 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 7.01 Regulation FD Disclosure

On July 22, 2026, Evolution Metals & Technologies

Corp. (the “Company” or “EMAT”) issued a press release announcing that it has received its first shipment of neodymium-praseodymium

(NdPr) metal under its previously executed supply agreement with Senri Trading Co., Ltd. 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 furnished herewith:

Exhibit No

Description

99.1

Press Release dated July 22, 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: July 22, 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

EX-99.1

Filename: ea0298857-8kex99i_evolution.htm · Sequence: 2

Exhibit 99.1

Evolution Metals & Technologies Corp.

Receives First Non-China NdPr Metal Shipment for Defense-Compliant Rare Earth Magnet Production, Aligning with New White House Executive

Order

Five metric ton delivery from SRE Vietnam

operationalizes Evolution’s ex-China feedstock chain for U.S. defense-compliant high-performance rare earth permanent magnets

Delivery further aligns the Company with

the July 20, 2026 White House Executive Order on critical defense supply chains and the January 1, 2027 DFARS deadline restricting prohibited-country

rare earth magnets in U.S. defense systems, and the $12 Billion Project Vault

MIAMI, FL – July 22, 2026 – Evolution

Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT), a U.S.-based midstream critical

materials and advanced manufacturing company specializing in rare earth permanent magnets, battery materials, and related technologies,

today announced that it has taken delivery of the first shipment of five metric tons of NdPr metals for the manufacture of high performance

magnets that are compliant with new federal regulations requiring U.S. defense systems to exclude magnets that are sourced or originated

from certain prohibited countries. The Company views this development as directly aligned with the Trump administration’s July

20, 2026 Executive Order “Securing America’s Defense Supply Chains and Ensuring Domestic Acquisition of Critical Materials”,

as well as with the existing January 1, 2027 DFARS 252.225-7052 sourcing deadline for rare earth permanent magnets in U.S. defense systems.

EM&T recently contracted with Senri Trading

Co., Ltd. (“Senri”) to purchase bulk quantities of NdPr metal from SRE Vietnam (“SRE”), a wholly-owned subsidiary

of Tokai Trading Co., Ltd. (“Tokai”) in Japan. The deliveries of compliant NdPr metal allows EM&T to produce high-performance

magnets that are compliant with DFARS 252.225-7052. The initial delivery of five tons of NdPr metals is the first stage of an agreement

for SRE to scale deliveries to support EM&T’s increased production capacity, expected to reach approximately 10,000 metric

tons per annum by November 2026. As previously announced, EM&T has also contracted with ULVAC for the delivery of additional magnet-making

equipment that will increase the Company’s total capacity.

Under DFARS 252.225-7052, effective January

1, 2027, U.S. defense contractors will be prohibited from delivering to the Department of War rare earth magnets containing materials

mined, refined, separated, melted, or produced in China, Russia, North Korea, or Iran. Because the People’s Republic of China appropriates

most of the world’s NdPr metal, the majority of globally available magnet supply is expected to become non-compliant absent qualified

ex-China feedstock and manufacturing. The July 20, 2026 Executive Order sharply tightens enforcement by ending routine waivers, requiring

a formal mitigation plan for any exception, and eliminating the “non-availability” argument unless a contractor demonstrates

active, adequately funded, and ongoing efforts to qualify a domestic or allied source. The Executive Order follows the Trump administration’s

January 2026 Section 232 Proclamation identifying rare earth permanent magnets as “vital to nearly all electronics and vehicles”

and also follows the February 2026 launch of the $12 billion Project Vault critical minerals reserve.

“We are unaware of any other commercial

operation today that can produce magnets that are compliant with the DFARS 252.225-7052 regulation that goes into effect for U.S. defense

systems on January 1, 2027. The Executive Order signed by President Trump on July 20, 2026 is the clearest signal to date that Washington

intends to enforce, not merely legislate, a defense supply chain independent of China. Its requirement of ‘active, adequately funded,

and ongoing efforts’ to qualify domestic or allied sources - rather than paper commitments or perpetual reliance on waivers - is

precisely the standard we have been meeting for years, through binding equipment purchase orders with ULVAC, multi-grade Tier-1 OEM quality

certifications, and now the delivery of non-China rare earth feedstock to our commercial production facilities. We expect the shipments

to increase scale by volume, with continued traceability for the United States Government Department of War,” said David Wilcox,

Executive Chairman of EM&T.

“The overwhelming majority of rare earth

magnets are manufactured in China or produced from China oxides, so building a supply chain independent of China and adversaries has been

decades in the works. Significantly, rare earth metals EM&T has procured from SRE are produced entirely from non-China materials,

starting from ore to oxide to metal refining. Evolution will be converting NdPr metals into alloys and ultimately into magnets at our

commercial facilities in South Korea - which makes our magnets compliant with the recent United States government transparency policy,”

said Frank Moon, Chief Executive Officer, EM&T.

“Fulfilling this critical need for the

U.S. Department of War is a top priority for the Company,” said Andrew Knaggs, President, EM&T. “Evolution has a deep

understanding of the national security sector’s requirements in this area, and we are uniquely positioned to deliver timely solutions

in the form of high-performance, compliant rare earth magnets and other materials.”

Mine-to-Magnet DOW compliant delivery

EM&T is U.S owned and currently operates

as a mid-stream and down-stream manufacturer of rare earth magnets on a commercial scale, with more than 18 years of selling these high-performance

magnets. With operations in South Korea, the Company plans to build out additional capacity in the United States. Unlike other companies

focused primarily on exploration or mine development, EM&T continually partners throughout the world to source materials required

for expanding its processing and manufacturing operations. With today’s delivery of non-China NdPr metal - combined with the Company’s

more than 18 years of commercial-scale rare earth magnet production, its binding purchase orders for thirteen ULVAC sintered magnet production

machines, and its multi-grade Tier-1 OEM customer quality certifications across six grades of high-performance sintered NdFeB magnets

- EM&T believes it is the only known commercial-scale mid-and-down-stream producer positioned to supply U.S. defense-compliant high-performance

rare earth permanent magnets to prime contractors and their subcontractors under the mitigation-plan framework of the July 20 Executive

Order and the January 1, 2027 DFARS 252.225-7052 deadline.

About Evolution Metals

& Technologies Corp.

Evolution Metals & Technologies

Corp. (Nasdaq: EMAT) is a U.S.-based critical materials and advanced manufacturing company for rare earth permanent magnets, battery materials,

and related critical minerals and technologies. By leveraging proven commercial-scale operations, advanced processing technologies, and

strategic partnerships, EM&T operates what it believes is the only vertically integrated critical materials supply chain spanning

end-of-life electronics and batteries, high-grade concentrates, and 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

EMAT 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, customer qualifications and certifications, machine delivery timelines, competitive positioning, non-China

feedstock sourcing arrangements and expected delivery volumes, compliance with DFARS 252.225-7052 and the July 20, 2026 Executive Order

Securing America’s Defense Supply Chains and Ensuring Domestic Acquisition of Critical Materials, the Company’s ability to

serve as a compliant supplier to U.S. defense prime contractors and their subcontractors under the mitigation-plan framework, 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; risks related to customer qualification and certification timelines and outcomes; risks

related to customer concentration and customer relationships; risks related to the interpretation, enforcement, amendment, or repeal of

DFARS 252.225-7052 and the July 20, 2026 Executive Order and related U.S. Government regulations; risks related to non-China feedstock

sourcing, including timing and volume of deliveries under supply arrangements with Senri Trading Co., Ltd. and its affiliates; risks related

to defense contractor customer qualification under mitigation-plan frameworks and traceability documentation requirements; risks that

the Company’s competitive positioning as a compliant supplier may not materialize as expected; 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, customer qualification and certification, 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 Contacts (EM&T):

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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