Evolution Metals & Technologies (EMAT) Registration filing summary

Company overview and business model

• Integrated platform spans recycled feedstock processing, rare-earth oxides, metals and alloys, powders, bonded and sintered magnets, battery materials, precious metals and base metals.

• Four Korean operating businesses were acquired at the January 5, 2026 Business Combination close; current capabilities include magnet materials, finished magnets, recycling-related technologies and AI-enabled automation.

• A U.S. industrial campus is planned to co-locate recycling, processing, refining and manufacturing, with a closed-loop model using end-of-life batteries, magnets and electronic scrap.

• Phase one plans target 55,000 tonnes/year of U.S. rare-earth magnet capacity and 78,000 tonnes/year of battery-grade carbonates, sulfates and pCAM within two years.

Financial performance and metrics

• H1 2026 revenue was $3.515m versus $0 in H1 2025; gross profit was $329k, while operating loss was $27.842m versus $5.702m.

• H1 2026 net loss was $452.223m, including a $423.556m fair-value loss on financial instruments; H1 2025 net loss was $58.887m.

• Cash and cash equivalents were $5.254m at June 30, 2026; net working capital deficit was $78.8m, and management concluded substantial doubt about going concern remained.

• H1 2026 operating cash use was $14.818m versus $4.462m in H1 2025; investing cash use was $7.365m and financing cash inflow was $16.443m.

• The filing includes a restatement of prior-period financials, including reclassifying shareholder advances as contra-equity and recording certain related-party-funded costs as expenses.

Use of proceeds and capital allocation

• Proceeds from the September 2026 debenture facility are intended for general corporate purposes, including operational expansion and development initiatives.

• Resale proceeds from the shares registered in this prospectus go to YA II PN; proceeds from these resales do not fund operations, and registration costs are borne by the issuer.

• June 30, 2026 commitments include $15.9m for ULVAC Korea equipment; deliveries are due by November 30, 2026, with the equipment intended for rare-earth metal and magnet production.