Evolution Metals & Technologies Files S-1/A Registering Resale of Up to 7,500,000 Shares by YA II PN, Ltd.

Anthony, Linder & Cacomanolis, PLLC represented Evolution Metals & Technologies Corp. (EM&T) in connection with the company’s pre-effective Amendment No. 1 to its Form S-1 registration statement filed September 23, 2026. The filing registers shares to be resold by YA II PN, Ltd., the selling securityholder. The registration statement covers the resale, from time to time, of up to 7,500,000 shares of EM&T common stock by YA II PN, Ltd., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP. The shares are issuable upon conversion of convertible debentures issued under a May 7, 2026 securities purchase agreement. EM&T reported issuance of a $20,000,000 first debenture on May 7, 2026 and a $5,775,000 second debenture on July 14, 2026; as of September 23, 2026 the second debenture had been fully converted and $7,565,234.85 of principal under the first debenture had been converted, for aggregate conversions of $13,340,234.85 into 5,400,000 shares and leaving $12,434,765.15 of principal outstanding under the first debenture. EM&T states that the 7,500,000 registered shares relate solely to potential conversions of that remaining balance. The filing describes the offering as a resale by the selling securityholder from whom EM&T will not receive any proceeds. YA II PN, Ltd. may sell shares at prevailing market prices, negotiated prices, fixed prices or through brokers, dealers, underwriters or other agents; EM&T states that the selling securityholder is an underwriter within the meaning of Section 2(a)(11) of the Securities Act. EM&T will bear registration expenses while the selling securityholder will bear commissions, discounts and similar selling costs. The prospectus cover states the company is a controlled company and discloses that Executive Chairman David Wilcox indirectly beneficially owns shares representing approximately 66.63% of voting power through The Zeus Trust, UA dated April 15, 2025. The cover also states EM&T had not elected to use the extended transition period for new accounting standards and reported a stock price of $3.72 per share on September 22, 2026. The prospectus summary describes EM&T’s business as an integrated critical materials platform focused on rare earth elements, recycling, processing, refining and magnet technologies. The filing also notes a separate September 17, 2026 financing with YA II PN, Ltd., involving new convertible debentures and a separate registration statement, which EM&T says is unrelated to the 7,500,000 shares covered by this registration statement. The Selling Securityholder section identifies YA II PN, Ltd. as a fund managed by Yorkville Advisors Global, LP, states that Yorkville Advisors Global II, LLC is the general partner of Yorkville LP and that Matt Beckman makes investment decisions for YA II PN, Ltd., and gives the fund’s address as 1012 Springfield Avenue, Mountainside, New Jersey 07092. The filing’s plan of distribution states the shares may be sold from time to time directly or through brokers, dealers or underwriters acting as agents, that EM&T knows of no existing arrangements between the selling securityholder and any broker, dealer, underwriter or agent relating to the distribution, and that EM&T has agreed to indemnify the selling securityholder and certain related persons while the selling securityholder has agreed to indemnify EM&T against liabilities arising from certain misrepresentations or covenant breaches by the selling securityholder. Anthony, Linder & Cacomanolis, PLLC represented Evolution Metals & Technologies Corp. with a team composed by: Laura Anthony, Esq. and Craig D. Linder, Esq. The firm is identified in the filing as counsel advising EM&T on United States federal securities laws and Delaware corporate law.

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Evolution Metals & Technologies Files S-1/A Registering Resale of Up to 7,500,000 Shares by YA II PN, Ltd.

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Evolution Metals & Technologies Files S-1/A Registering Resale of Up to 7,500,000 Shares by YA II PN, Ltd.

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