{"url_path":"/sec/emat/8-k/2026-05-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1866226/0001213900-26-059660-index.html","accession_number":"0001213900-26-059660","cik":"0001866226","ticker":"EMAT","issuer_name":"Evolution Metals & Technologies Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1866226/0001213900-26-059660-index.html","primary_entity_key":"0001866226","primary_entity_name":"Evolution Metals & Technologies Corp."},"word_count":601,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nEvolution Metals & Technologies Corp. (“EM&T” or\nthe “Company”), a vertically integrated rare earth and critical materials company focused on the development, processing,\nmanufacturing, and commercialization of rare earth magnets and related downstream critical material solutions, is diligently working to\ncomplete its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Q1 2026 Form 10-Q”) following\nthe successful completion of the Company’s business combination and transition to a public company operating platform. EM&T\nremains committed to maintaining strong corporate governance, financial transparency, and compliance with its SEC reporting obligations.\n\n \n\nDespite the Company’s best efforts, the\nCompany will not file the Q1 2026 Form 10-Q within the extension period provided under Rule 12b-25 of the Securities Exchange Act of\n1934. The delay is due to the financial complexities associated with a large overseas equipment purchase and other complexities\nwhich requires additional time to complete the related accounting and financial reporting procedures and finalize the Q1 2026 Form\n10-Q. The Company has furnished, as an exhibit to this Current Report on Form 8-K, the Company’s current unaudited condensed\nconsolidated financial statements for the quarterly period ended March 31, 2026. The Company is working expeditiously with\nmanagement, outside advisors, and its independent registered public accounting firm and currently expects to complete and file the\nQ1 2026 Form 10-Q shortly.\n\n \n\nAs a result of the delay in filing the Q1 2026 Form 10-Q within the\napplicable Rule 12b-25 extension period, the Company anticipates that it may receive a notice of non-compliance from the Listing Qualifications\nDepartment of The Nasdaq Stock Market LLC (“Nasdaq”) under Nasdaq Listing Rule 5250(c)(1). The Company expects any such notice\nto have no immediate effect on the listing or trading of the Company’s common stock on Nasdaq. We anticipate that the notice from\nNasdaq 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\nfile the Form 10-Q within the Nasdaq grace period.\n\n \n\nCautionary Statement Regarding Forward-Looking Statements\n\n \n\nThis Current Report on Form\n8-K contains forward-looking statements within the meaning of the federal securities laws, including within the meaning of the “safe\nharbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate\nto future events or the future financial or operating performance of EMAT and may include, without limitation, statements regarding EMAT’s\nstrategy, business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand,\nregulatory developments, and other future events or conditions. In some cases, you can identify forward-looking statements by terminology\nsuch as “may,” “should,” “expect,” “intend,” “will,” “estimate,”\n“anticipate,” “believe,” “predict,” “potential,” “plan,” “project,”\n“target,” “forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking\nstatements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors\nthat could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and\nuncertainties include, but are not limited to, EMAT’s ability to execute its business plan, obtain financing, construct and scale\nfacilities, secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions,\nrespond to competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EMAT’s filings with\nthe U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made.\nEMAT undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,\nor otherwise, except as required by law."}