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~~ 21July 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 2^nd Ave, Suite 349

Miami, Florida 33137

(Address and zip code of principal executive offices)

561-225-3205

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EMAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 7.01 ~~Notice~~Regulation ofFD ~~a Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Disclosure

On July ~~May 21~~7, 2026, Evolution Metals & Technologies Corp. (the “Company”) ~~received~~issued a ~~notice~~press ~~(the~~release ~~“Notice”)~~announcing ~~from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company~~ that as it ~~had~~has ~~not yet filed its Quarterly Report on Form 10-Q for~~entered ~~the~~into ~~period~~an ~~ended~~agreement ~~March~~with ~~31,~~Senri ~~2026~~Trading ~~(the “Form 10-Q”)~~Co., ~~the Company no longer complies with Nasdaq Listing Rule 5250(c)(1)~~Ltd. ~~Nasdaq Listing~~for ~~Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with~~ the ~~Securities~~purchase ~~and~~of ~~Exchange Commission~~neodymium-praseodymium (~~the “SEC”~~NdPr). ~~The~~metal, ~~Company~~sourced ~~previously~~from ~~filed~~ a ~~Form 12b~~non-25China ~~with~~supplier, for ~~the~~use ~~SEC~~in onthe ~~May~~Company’s ~~15,~~rare ~~2026,~~earth ~~disclosing~~permanent ~~that~~magnet itproduction ~~was~~operations. ~~unable to~~A ~~file~~copy of the ~~Form~~press ~~10-Q~~release ~~within~~is ~~the~~furnished ~~prescribed~~herewith ~~time~~as Exhibit ~~period~~99.1 ~~without~~and ~~unreasonable~~incorporated ~~effort~~herein orby ~~expense~~reference.

The information ~~Notice~~in ~~has~~this noItem ~~immediate~~7.01 ~~effect~~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 ~~listing~~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’s under ~~common~~the ~~stock~~Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

~~The~~Cautionary Statement ~~Company~~Regarding ~~filed the Form 10~~Forward-QLooking on May 22, 2026, thereby curing the deficiency described in the Notice. On May 26, 2026, the Company received notice from Nasdaq that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter is now closed.Statements

~~Item~~This Current 7Report 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 1995.01 ~~Regulation~~Forward-looking statements FDgenerally ~~Disclosure~~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.

~~On May 26, 2026, the Company issued a press release~~Item ~~in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice~~9.01 AFinancial ~~copy~~Statements ofand ~~the press release is attached hereto as Exhibit 99~~Exhibits.1.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the “Exchange Act”~~d)~~, 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 filingExhibits.

~~Cautionary~~The following ~~Statement~~exhibits ~~Regarding~~are ~~Forward-Looking~~being ~~Statements~~furnished herewith:

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.

Exhibit No.		Description
99.1		Press Release dated July 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 9.01 Financial Statements and Exhibits.~~1

~~(d) Exhibits.~~SIGNATURES

~~The~~Pursuant to ~~following~~the ~~exhibits~~requirements ~~are~~of ~~being~~the ~~filed~~Securities ~~herewith:~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
99.1		Press Release dated May 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dated: July 7, 2026

1Evolution Metals & Technologies Corp. By: /s/ Christopher Clower Name: Christopher Clower Title: Chief Financial Officer and Chief Operating Officer

~~SIGNATURES~~2

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 26, 2026

Evolution Metals & Technologies Corp. By: /s/ Christopher Clower Name: Christopher Clower Title: Chief Financial Officer and Chief Operating Officer

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