Evolution Metals & Technologies Corp. Secures $30.93M Convertible Debenture Financing

What Happened

• Evolution Metals & Technologies Corp. (EMAT) announced on September 17, 2026 that it entered into a Securities Purchase Agreement with YA II PN, Ltd. (Yorkville) to issue up to $30,927,835 in convertible debentures. EMAT issued the first debenture for $22,000,000 on September 17, 2026; the remaining $8,927,835 is expected to be issued in two tranches tied to SEC registration steps. The company also entered a Registration Rights Agreement and a Global Guarantee Agreement (its subsidiaries guarantee the obligations).

Key Details

• Total facility: $30,927,835 principal; First Debenture issued: $22,000,000 (9/17/2026).
• Purchase price: each debenture issued at 97% of principal (a 3% discount to principal).
• Conversion terms: convertible into common stock at the lower of a fixed $5.02 per share or 95% of the lowest daily VWAP over the 5 consecutive trading days before conversion, subject to a floor price and Nasdaq issuance limits.
• Interest, maturity, and default: 4.0% annual interest (jumps to 18.0% if an event of default is uncured); maturity on September 17, 2028.
• Amortization triggers: monthly cash payments begin if (i) VWAP falls below the floor for 5 of 7 trading days, (ii) the company issues >99% of shares available under Nasdaq limits, or (iii) Yorkville cannot use the registration statement for 10 consecutive trading days. Monthly amortization equals 1/5 of original principal (or outstanding if less) + 5% premium + accrued interest, starting 7 trading days after such event.
• Registration rights: Yorkville can force registration of the Conversion Shares (Company must file a Form S-1 within the agreed timeframe) and has certain piggyback rights. Proceeds to be used for general corporate purposes, including operational expansion and development.

Why It Matters

• This transaction provides EMAT with near-term capital (first tranche $22M already issued) while giving Yorkville an equity-linked position via convertible debentures. The financing dilutes shareholders if converted but includes caps tied to Nasdaq rules and a 4.99% beneficial ownership carve-out for Yorkville. Interest and default penalties (up to 18%) and amortization triggers could impose cash obligations if certain negative stock-price or registration scenarios occur. Investors should watch future filings for the second and third tranche issuances, any stockholder votes related to Nasdaq issuance limits, and the Company’s S-1 registration progress.