Evolution Metals & Technologies美股招股说明书(2026-07-10版)

EVOLUTION METALS & TECHNOLOGIES CORP. Pursuant to this prospectus, we are registering the offer and sale, from time to time, of up to 5,400,000shares of our common stock, $0.0001 par value per share (the “Common Stock”), of Evolution Metals &Technologies Corp.” (the “Company,” “we,” “us,” and “our” or “EM&T,”) by YA II PN, Ltd., a Cayman Islandsexempt limited partnership (the “Selling Securityholder”). The shares included in this prospectus consist ofshares of Common Stock that we may issue to the Selling Securityholder upon the conversion of certainconvertible debentures (the “Convertible Debentures” such shares of Common Stock as converted, the“Conversion Shares”) issued to the Selling Securityholder pursuant to a securities purchase agreement that weentered into with the Selling Securityholder on May 7, 2026 (the “Securities Purchase Agreement”). Our registration of the securities covered by this prospectus does not mean that the Selling Securityholderwill offer or sell any of the shares of Common Stock. The Selling Securityholder may offer, sell, or distribute allor a portion of its shares of Common Stock that may be issued upon conversion of the Convertible Debenturespublicly or through private transactions at prevailing market prices or at negotiated prices. The SellingSecurityholder can offer all, some or none of their shares of Common Stock, thus we have no way ofdetermining the number of shares of Common Stock they will hold after this offering. We will not receive anyproceeds from the sale of shares of Common Stock by the Selling Securityholder pursuant to this prospectus.For additional information regarding the methods of sale, you should refer to the section titled “Plan ofDistribution” beginning on page218 of this prospectus. We will bear all costs, expenses and fees in connectionwith the registration of the shares of Common Stock offered hereby. The Selling Securityholder will bear allcommissions and discounts, if any, attributable to its sales of the shares of Common Stock offered hereby. The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the U.S.Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of our CommonStock by the Selling Securityholder and any discounts, commissions or concessions received by the SellingSecurityholder are deemed to be underwriting discounts and commissions under the Securities Act. We are a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, willqualify for exemptions from certain corporate governance requirements. If we rely on these exemptions, ourstockholders will not have the same protections afforded to stockholders of companies that are subject to suchrequirements. David Wilcox, who is our Executive Chairman of the Board of Directors, indirectly beneficiallyowns 416,436,066 shares of Common Stock held by The Zeus Trust, UA dated April 15, 2025, where Mr.Wilcox serves as the trustee of the trust, representing approximately 70.18% of the voting power of ouroutstanding Common Stock, and, therefore controls a majority of the voting power of our outstanding CommonStock. Under these rules, a company of which more than 50% of the voting power for the election of directors isheld by an individual, group or another company is a “controlled company” and may elect not to comply withcertain corporate governance requirements. While we do not intend to rely on these exemptions, we may usethese exemptions now or in the future. As a result, our stockholders may not have the same protections affordedto stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “RiskFactors — EM&T is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as aresult, will qualify for exemptions from certain corporate governance requirements. If EM&T relies on theseexemptions, its stockholders will not have the same protections afforded to stockholders of companies that aresubject to such requirements” for additional information on being a “controlled company.” Our Common Stock is listed on the Nasdaq Global Market under the symbol “EMAT”. On July 7, 2026,the last reported sale price of our Common Stock as reported on the Nasdaq was $5.77 per share. Table of Contents We are an “emerging growth company,” as defined under the federal securities laws, and, as such, wehave elected to comply with certain reduced reporting requirements for this prospectus and may elect to complywith reduced reporting requirements in future filings. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired. You should read this prospectus, together with additional information described under the heading“Where You Can Find More Information”, and any amendments or supplements carefully before you invest inany of our securities. Our principal executive offices are located at