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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 20, 2026
Evolution Metals & Technologies Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41183 | 87-1006702 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
4040 NE 2nd Ave, Ste 348
Miami, Florida 33137
(Address and zip code of principal executive offices)
561-225-3205
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | EMAT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Evolution Metals & Technologies Corp. (“EM&T” or the “Company”), a vertically integrated rare earth and critical materials company focused on the development, processing, manufacturing, and commercialization of rare earth magnets and related downstream critical material solutions, is diligently working to complete its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Q1 2026 Form 10-Q”) following the successful completion of the Company’s business combination and transition to a public company operating platform. EM&T remains committed to maintaining strong corporate governance, financial transparency, and compliance with its SEC reporting obligations.
Despite the Company’s best efforts, the Company will not file the Q1 2026 Form 10-Q within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934. The delay is due to the financial complexities associated with a large overseas equipment purchase and other complexities which requires additional time to complete the related accounting and financial reporting procedures and finalize the Q1 2026 Form 10-Q. The Company has furnished, as an exhibit to this Current Report on Form 8-K, the Company’s current unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2026. The Company is working expeditiously with management, outside advisors, and its independent registered public accounting firm and currently expects to complete and file the Q1 2026 Form 10-Q shortly.
As a result of the delay in filing the Q1 2026 Form 10-Q within the applicable Rule 12b-25 extension period, the Company anticipates that it may receive a notice of non-compliance from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) under Nasdaq Listing Rule 5250(c)(1). The Company expects any such notice to have no immediate effect on the listing or trading of the Company’s common stock on Nasdaq. We anticipate that the notice from Nasdaq will have a grace period within which to file the Form 10-Q and regain compliance with the Nasdaq Listing Rules and that we will file the Form 10-Q within the Nasdaq grace period.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of EMAT and may include, without limitation, statements regarding EMAT’s strategy, business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand, regulatory developments, and other future events or conditions. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” “plan,” “project,” “target,” “forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, EMAT’s ability to execute its business plan, obtain financing, construct and scale facilities, secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions, respond to competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EMAT’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EMAT undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Item 2.02 Results of Operations and Financial Condition
(d) Exhibits.
The following exhibits are being filed herewith:
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Results of Operations and Financial Condition | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 20, 2026
| Evolution Metals & Technologies Corp. | ||
| By: | /s/ Christopher Clower | |
| Name: | Christopher Clower | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Exhibit 99.1
EVOLUTION METALS & TECHNOLOGIES CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| in thousands, except share data | March 31, 2026 (unaudited) |
|||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 5,389 | ||
| Accounts receivable | 2,270 | |||
| Non-trade accounts receivable | 1,202 | |||
| Non-trade accounts receivable - related parties | 182 | |||
| Inventories | 1,564 | |||
| Prepaid expenses and other current assets | 660 | |||
| Total current assets | 11,267 | |||
| Property, plant and equipment, net | 7,443 | |||
| Intangible assets, net | 6,350 | |||
| Deferred transaction costs | — | |||
| Goodwill | 59,980 | |||
| Other noncurrent assets | 497 | |||
| TOTAL ASSETS | $ | 85,537 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 8,596 | ||
| Accounts payable - related parties | 42 | |||
| Non-trade accounts payable | 47,951 | |||
| Non-trade accounts payable - related parties | 218 | |||
| Short term debt | 2,997 | |||
| Short term debt - related parties | 1,779 | |||
| Current portion of long-term debt | 1,593 | |||
| Convertible promissory notes | 2,296 | |||
| July investment agreement derivative | — | |||
| CPU Share Allocation Obligation | — | |||
| Accrued expenses and other current liabilities | 27,361 | |||
| Total current liabilities | 92,833 | |||
| Long term debt | 2,609 | |||
| Long term debt -related parties | 15 | |||
| Other noncurrent liabilities | 724 | |||
| Total Liabilities | 96,181 | |||
| Commitments and contingencies (Note 19) | ||||
| Stockholders’ Deficit | ||||
| Common stock $0.0001 par value, 593,349,852 shares authorized, 593,349,852 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025 | 59 | |||
| Equity-classified CPU share allocation | 186,766 | |||
| Additional paid-in capital | 908,249 | |||
| Accumulated deficit | (1,118,591 | ) | ||
| Accumulated other comprehensive income | (1,062 | ) | ||
| Total stockholders’ deficit | (24,579 | ) | ||
| Noncontrolling interest | 13,935 | |||
| Total deficit | (10,644 | ) | ||
| Total liabilities and stockholders’ deficit | $ | 85,537 | ||
EVOLUTION METALS & TECHNOLOGIES CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| in thousands, except share data | For the Three Months Ended March 31, 2026 (unaudited) |
|||
| Revenues | $ | 1,879 | ||
| Cost of sales | (1,434 | ) | ||
| Gross profit | 445 | |||
| Operating expense: | ||||
| Selling, general and administrative | (17,339 | ) | ||
| Operating loss | (16,894 | ) | ||
| Other income (expense): | ||||
| Interest (expense) income, net | (705 | ) | ||
| Other income (expense), net | 1,170 | |||
| Provision for credit losses | — | |||
| Change in fair value of financial instruments | (425,227 | ) | ||
| Gain on foreign currency | 15 | |||
| Loss before income taxes | (441,641 | ) | ||
| Income tax expense | 8 | |||
| Net loss | $ | (441,633 | ) | |
| Net loss per share attributable to common stockholders | ||||
| Basic and diluted | $ | (0.72 | ) | |
| Weighted average shares of common stock | ||||
| Basic and diluted | 611,903,892 | |||
EVOLUTION METALS & TECHNOLOGIES CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| in thousands | For the Three Months Ended March 31, 2026 (unaudited) |
|||
| Net loss | $ | (441,633 | ) | |
| Other comprehensive income: | ||||
| Foreign currency translation adjustments | (1,050 | ) | ||
| Actuarial loss on defined severance benefits, net of tax | (18 | ) | ||
| Total other comprehensive loss | (1,068 | ) | ||
| Total comprehensive loss | $ | (442,701 | ) | |
EVOLUTION METALS & TECHNOLOGIES CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
| Convertible Preferred Units |
Member
Units, Voting |
Common Stock | Additional | Subscription | Equity-classified | Accumulated | Accumulated | Member ’ | Total | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands, except share data | Units | Amount | Units | Amount | Units | Amount | Paid-in Capital |
Receivable | CPU
Share Allocation |
Deficit | Other Comprehensive Income |
Deficit | EMAT Stockholders’ Equity |
Interest | Stockholders’
Equity |
|||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 (as previously reported) | 35,230,021 | $ | 9,587 | 1,000,000 | $ | — | — | — | — | — | $ | — | $ | (58,962 | ) | $ | — | $ | (49,374 | ) | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| Retroactive application of recapitalization | — | — | (1,000,000 | ) | — | 454,712,290 | 45 | (45 | ) | — | — | — | — | 49,374 | (49,374 | ) | — | (49,374 | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 35,230,021 | 9,587 | — | — | 454,712,290 | 45 | (45 | ) | — | — | (58,962 | ) | — | — | (49,374 | ) | — | (49,374 | ) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of convertible preferred units | 7,050,000 | $ | 2,750 | — | — | — | — | — | (1,500 | ) | $ | — | — | — | — | 1,250 | $ | — | 1,250 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | — | $ | — | — | — | — | (18,010 | ) | $ | — | $ | — | (18,010 | ) | $ | — | (18,010 | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | 42,280,021 | $ | 12,337 | — | $ | — | $ | 454,712,290 | $ | 45 | $ | (45 | ) | $ | (1,500 | ) | $ | — | $ | (76,972 | ) | $ | — | $ | — | $ | (66,134 | ) | $ | — | $ | (66,134 | ) | |||||||||||||||||||||||||||
| Convertible Preferred Units |
Member
Units, Voting |
Common Stock | Additional | Subscription | Equity-classified | Accumulated | Accumulated | Member ’ | Total | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands, except share data | Units | Amount | Units | Amount | Units | Amount | Paid-in Capital |
Receivable | CPU
Share Allocation |
Deficit | Other Comprehensive Income |
Deficit | EMAT Stockholder ’ Equity |
Interest | Stockholder ’ Equity |
|||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | 59,671,021 | $ | 26,262 | — | $ | — | 454,712,290 | $ | 45 | $ | (45 | ) | $ | — | $ | — | $ | (676,958 | ) | $ | 6 | $ | — | $ | (650,690 | ) | $ | — | $ | (650,690 | ) | |||||||||||||||||||||||||||||
| Reverse recapitalization | — | — | — | — | 4,876,199 | — | (10,872 | ) | — | — | — | — | — | (10,872 | ) | — | (10,872 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests resulting from the Business Combination | (17,391,000 | ) | (13,925 | ) | — | — | — | — | — | — | — | — | (13,925 | ) | 13,925 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share issuance upon conversion of convertible preferred units | (42,280,021 | ) | (12,337 | ) | — | — | 12,640,000 | 1 | 12,336 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share issuance upon settlement of the EM Share Obligations | — | — | — | — | 118,046,178 | 13 | 885,334 | — | — | — | — | — | 885,347 | — | 885,347 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for acquisitions | — | — | — | — | 3,075,185 | — | 23,064 | — | — | — | — | — | 23,064 | 10 | 23,074 | |||||||||||||||||||||||||||||||||||||||||||||
| Investor loan advances and deemed contributions | — | — | — | — | — | — | (1,568 | ) | — | — | — | — | — | (1,568 | ) | — | (1,568 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Reclass of CPU Share Allocation Obligations to equity | — | — | — | — | — | — | — | — | 186,766 | — | — | — | 186,766 | — | 186,766 | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | (1,050 | ) | — | (1,050 | ) | — | (1,050 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Actuarial (loss) gain on defined severance benefits, net of tax | — | — | — | — | — | — | — | — | — | — | (18 | ) | — | (18 | ) | — | (18 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | (441,633 | ) | — | — | (441,633 | ) | — | (441,633 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | — | $ | — | — | $ | — | 593,349,852 | $ | 59 | $ | 908,249 | $ | — | $ | 186,766 | $ | (1,118,591 | ) | $ | (1,062 | ) | $ | — | $ | (24,579 | ) | $ | 13,935 | $ | (10,644 | ) | |||||||||||||||||||||||||||||
EVOLUTION METALS & TECHNOLOGIES CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| in thousands | For the Three Months Ended March 31, 2026 (unaudited) |
|||
| Cash flows from operating activities | ||||
| Net loss | $ | (441,632 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Changes in provision for losses on valuation of inventories | 115 | |||
| Depreciation and amortization | 252 | |||
| Interest expense | 768 | |||
| Change in fair value of July Investment Agreement Derivatives | 234,739 | |||
| Pension Benefits Provision | 65 | |||
| Gain on settlement of preexisting relationship | (1,152 | ) | ||
| Allowance for credit losses | — | |||
| Interest income | (63 | ) | ||
| Gains on foreign exchange translation | (115 | ) | ||
| Loss on foreign exchange translation | 99 | |||
| Change in fair value of CPU Share Allocation Obligations | 190,488 | |||
| Change in fair value of July Investment Agreement Derivative | — | |||
| Day one loss on CPU Share Allocation Obligations | — | |||
| Investor expenses incurred on behalf of Company | 3,086 | |||
| Constructive disbursement to related party | (4,405 | ) | ||
| Paid in kind – interest | — | |||
| Non-cash others | (219 | ) | ||
| Changes in operating assets and liabilities, net of effects from Business Combination: | ||||
| Trade accounts receivable | (725 | ) | ||
| Non-trade accounts receivable | 4,194 | |||
| Prepaid expenses and other assets | (197 | ) | ||
| Inventories | (385 | ) | ||
| Deferred transaction costs | 9,266 | |||
| Trade accounts payable | (1,226 | ) | ||
| Non-trade accounts payable | 1,195 | |||
| Other liabilities | 109 | |||
| Accrued expenses and other current liabilities | 174 | |||
| Net cash used in operating activities | $ | (5,569 | ) | |
| Cash flows from investing activities | ||||
| Acquisitions of property, plant and equipment | $ | (24 | ) | |
| Increase in leasehold deposits | (2 | ) | ||
| Decrease in leasehold deposits | — | |||
| Increase in loans | (188 | ) | ||
| Issuance of notes receivable | — | |||
| Issuance of notes receivable, related party | — | |||
| Repayment of notes receivable | 2 | |||
| Net cash acquired in Business Combination | 1,379 | |||
| Net cash provided by (used in) investing activities | $ | 1,167 | ||
| Cash flows from financing activities | ||||
| Proceeds from short-term debt | $ | 1,133 | ||
| Repayment of short-term debt | (545 | ) | ||
| Repayment of current poriton of long-term debt | (65 | ) | ||
| Repayment of long-term debt | (44 | ) | ||
| Payment of lease liabilities | (32 | ) | ||
| Payment for appraisal rights | (350 | ) | ||
| Cash assumed in reverse recapitalization | 13 | |||
| Advances to related party | (475 | ) | ||
| Payments to effectuate reverse recapitalization | (1,537 | ) | ||
| Proceeds from issuance of convertible preferred units | — | |||
| Payments for deferred transaction costs | — | |||
| Net cash provided by (used in) financing activities | $ | (1,902 | ) | |
| Effect of exchange rate changes on cash and cash equivalents, and restricted cash | 8 | |||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (6,304 | ) | ||
| Cash and cash equivalents, and restricted cash, as of beginning of period | 11,685 | |||
| Cash and cash equivalents, and restricted cash, as of end of period | $ | 5,389 | ||
| Supplemental cash flow information: | ||||
| Taxes paid | ||||
| Interest paid | ||||
| Supplemental disclosure of noncash investing and financing activities: | ||||
| Noncash consideration assumed in Business Combination | $ | 69,907 | ||
| Reverse recapitalization | (7,030 | ) | ||
| Fair value of CPU Share Allocation Obligations issued in connection with issuance of certain convertible preferred units | — | |||
| Deferred transaction costs included within accounts payable and accrued expenses | — | |||
| Convertible preferred units issued in exchange for subscription receivable | — | |||