Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On October 9, 2026, Evolution Metals & Technologies
Corp. (the “Company” or “EM&T”) issued a press release announcing that it has raised its revenue guidance
for fiscal year 2026. The Company now expects revenue of $10 million to $11 million for fiscal 2026, up from the range of $5 million to
$8 million initially provided on September 10, 2026. The Company’s revenue guidance of $400 million to $460 million for fiscal 2027
is unchanged. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information contained in this Item 7.01, 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 of 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 EM&T and may include, without limitation, statements regarding the Company’s
fiscal 2026 revenue guidance of $10 million to $11 million and its fiscal 2027 revenue guidance of $400 million to $460 million and the
assumptions underlying them; anticipated revenue growth and the expected contribution of the Pohang expansion to revenue; expected magnet
shipments, production capacity and utilization; the timing of delivery, installation and commissioning of ULVAC equipment; the timing
and availability of expanded power capacity, land and governmental grants supporting EM&T’s Pohang operations; anticipated demand
from existing and prospective customers, including customers seeking DFARS-compliant supply; the conversion of demand and commercial opportunities
into orders, shipments and revenue; the availability of feedstock and working capital or other financing required to purchase feedstock
and support higher production volumes; improved rare earth pricing, product mix and shipment timing; changes in the DFARS 252.225-7052
effective date, scope, waiver practices, tariffs or other government policies; the development of the Company’s planned U.S. industrial
campus; and EM&T’s plans to expand its critical materials processing and permanent magnet manufacturing operations. 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, estimates 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. The Company’s guidance
is based on management’s current expectations and assumptions, including anticipated customer demand, and is not based on contracted
volumes. Actual revenue will depend, among other factors, on the Company’s ability to convert demand into firm orders and shipments.
These risks and uncertainties include, among others: delays in equipment delivery, installation and commissioning; the Company’s
ability to complete its land-use arrangements, execute power supply documentation and satisfy conditions applicable to governmental grants;
the ability of counterparties to perform their obligations; the Company’s ability to obtain working capital and other financing
on acceptable terms, or at all, and to continue as a going concern; the availability and cost of non-China rare earth feedstock; the Company’s
ability to secure purchase orders from existing and prospective customers at anticipated volumes and prices; customer qualification requirements;
changes in the DFARS 252.225-7052 effective date, waiver practices, tariffs or other government policies; competition; rare earth pricing
and currency fluctuations; the Company’s ability to achieve contemplated production capacity, utilization levels, yields and operating
efficiencies; financing, supply-chain and market risks; and the other risks described in EM&T’s filings with the U.S. Securities
and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EM&T 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.