Evolution Metals & Technologies Corp.

As filed with the Securities and Exchange Commission on October 5, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

4040 NE 2 nd Ave, Ste 349

Miami, Florida 33137

Telephone: (561) 225-3205

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David Wilcox

Executive Chairman

4040 NE 2 nd Ave, Ste 349

Miami, Florida 33137

Telephone: (561) 225-3205

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony, Linder & Cacomanolis, PLLC

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Phone: (561) 514-0936

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated October 5, 2026.

PRELIMINARY PROSPECTUS

Up to 5,400,000 Shares of Common Stock

Pursuant to this prospectus, we are registering the offer and sale, from time to time, of up to 5,400,000 shares 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 Islands exempt limited partnership (the “Selling Securityholder”). The shares included in this prospectus consist of shares of Common Stock that we may issue to the Selling Securityholder upon the conversion of certain convertible debentures (the “September 2026 Convertible Debentures” such shares of Common Stock as converted, the “September SPA Conversion Shares”) issued to the Selling Securityholder pursuant to a securities purchase agreement that we entered into with the Selling Securityholder on September 17, 2026 (the “September 2026 Securities Purchase Agreement”).

The Company entered into the September 2026 Securities Purchase Agreement with YA II PN, Ltd. on September 17, 2026, pursuant to which it issued a $22,000,000.00 First Debenture on September 17, 2026 (the “September 2026 First Debenture”). Pursuant to the September 2026 Securities Purchase Agreement, the second Convertible Debenture (the “September 2026 Second Debenture”) in the principal amount of $2,000,000 is expected to be issued upon the filing with the Securities and Exchange Commission of this Registration Statement, and the third Convertible Debenture (the “September 2026 Third Debenture”) in the principal amount of $6,927,835 is expected to be issued upon effectiveness of this Registration Statement.

The September 2026 First Debenture is the only debenture currently issued under the September 2026 Securities Purchase Agreement. As of October 2, 2026, there have been no conversions of the September 2026 First Debenture. The 5,400,000 shares being registered for resale under this Registration Statement relate to potential conversions of the September 2026 First Debenture, the September 2026 Second Debenture and September 2026 Third Debenture.

Our registration of the securities covered by this prospectus does not mean that the Selling Securityholder will offer or sell any of the shares of Common Stock. The Selling Securityholder may offer, sell, or distribute all or a portion of its shares of Common Stock that may be issued upon conversion of the Convertible Debentures publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholder can offer all, some or none of their shares of Common Stock, thus we have no way of determining the number of shares of Common Stock they will hold after this offering. We will not receive any proceeds 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 of Distribution” beginning on page 226 of this prospectus. We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock offered hereby. The Selling Securityholder will bear all commissions 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 Common Stock by the Selling Securityholder and any discounts, commissions or concessions received by the Selling Securityholder 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, will qualify for exemptions from certain corporate governance requirements. If we rely on these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. David Wilcox, who is our Executive Chairman of the Board of Directors, indirectly beneficially owns

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 66.40% of the voting power of our outstanding Common Stock, and, therefore controls a majority of the voting power of our outstanding Common Stock. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. While we do not intend to rely on these exemptions, we may use these exemptions now or in the future. As a result, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “Risk Factors — EM&T is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, will qualify for exemptions from certain corporate governance requirements. If EM&T relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject 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 October 2, 2026, the last reported sale price of our Common Stock as reported on the Nasdaq was $2.04 per share.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to comply with reduced reporting requirements in future filings.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. 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 in any of our securities.

Our principal executive offices are located at 4040 NE 2 nd Ave, Ste 349, Miami, Florida 33137.

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 5 to read about factors you should consider before buying shares of our Common Stock.

Neither the Securities Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated [___], 2026.