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    SEC Form SCHEDULE 13D filed by Evolution Metals & Technologies Corp.

    2/13/26 4:05:18 PM ET
    $EMAT
    Get the next $EMAT alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    Evolution Metals & Technologies Corp.

    (Name of Issuer)


    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)


    30054B107

    (CUSIP Number)


    Andrew F. Knaggs
    4040 NE 2nd Ave, Ste 348,
    Miami, FL, 33137
    561-225-3205

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    01/05/2026

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    30054B107


    1 Name of reporting person

    The NYX 2025 Irrevocable Trust UA, dated April 8, 2025
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    59,526,224.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    59,526,224.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    59,526,224.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.03 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    As to Item 4 immediately above, the shares of common stock held by the Reporting Person were issued as merger consideration (the "Merger Consideration Shares") as a result of the consummation of that certain business combination ("Business Combination") as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As to Items 7, 9, and 11 immediately above, the shares beneficially owned represent 59,526,224 shares of the Issuer's common stock directly beneficially owned by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025. Andrew F. Knaggs may be deemed the beneficial owner of the shares held by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025, as Andrew F. Knaggs, is the individual trustee, and Andrew F. Knaggs, has sole voting and dispositive power over the shares. As to Item 13 immediately above, the percentage is based on 593,349,852 common stock shares issued and outstanding as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As to Item 14, immediately above, the type of reporting person is an irrevocable trust organized under the laws of Delaware.


    SCHEDULE 13D

    CUSIP No.
    30054B107


    1 Name of reporting person

    Andrew F. Knaggs
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    59,526,224.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    59,526,224.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    59,526,224.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.03 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    As to Item 4 immediately above, the shares of common stock held by the Reporting Person were issued as merger consideration (the "Merger Consideration Shares") as a result of the consummation of that certain business combination ("Business Combination") as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As to Items 7, 9, and 11 immediately above, the shares beneficially owned represent 59,526,224 shares of the Issuer's common stock directly beneficially owned by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025. Andrew F. Knaggs may be deemed the beneficial owner of the shares held by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025, as Andrew F. Knaggs, is the individual trustee, and Andrew F. Knaggs, has sole voting and dispositive power over the shares. As to Item 13 immediately above, the percentage is based on 593,349,852 common stock shares issued and outstanding as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.0001 par value per share
    (b)Name of Issuer:

    Evolution Metals & Technologies Corp.
    (c)Address of Issuer's Principal Executive Offices:

    4040 NE 2nd Ave, Ste 348, Miami, FLORIDA , 33137.
    Item 1 Comment:
    Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
    Item 2.Identity and Background
    (a)
    This Schedule 13D is being filed by Andrew F. Knaggs and The NYX 2025 Irrevocable Trust UA, dated April 8, 2025 (the "Trust") (together, the "Reporting Persons").
    (b)
    Andrew F. Knaggs and the Trust: 4040 NE 2nd Ave, Ste 348, Miami, Florida 33137.
    (c)
    Mr. Knaggs is the President of the Issuer. The Trust is an irrevocable trust organized under the laws of Delaware, and Andrew F. Knaggs, is the individual trustee of the Trust.
    (d)
    The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
    (f)
    Mr. Knaggs is a citizen of the U.S. The Trust, is an irrevocable trust organized under the laws of Delaware.
    Item 3.Source and Amount of Funds or Other Consideration
     
    The Trust received the 59,526,224 shares of the Issuer's common stock as merger consideration (the "Merger Consideration Shares") as a result of the consummation of that certain business combination ("Business Combination") as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. The Trust was a stockholder of the target company and exchanged all of its shares in the target company for the Merger Consideration Shares.
    Item 4.Purpose of Transaction
     
    The Reporting Persons own 59,526,224 shares of the Issuer's common stock, which are the Merger Consideration Shares, representing 10.03% of the issued and outstanding shares of the Issuer's common stock immediately following the consummation of the Business Combination. Mr. Knaggs is the President of the Issuer. Subject to the Lock-up Agreement (as defined below), the provisions of the Second Amended and Restated Certificate of Incorporation and the Issuer's insider trading policies, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the common stock shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. The Reporting Persons from time to time intend to review their investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's common stock shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the common stock shares or otherwise, they may acquire common stock shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the common stock shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
    Item 5.Interest in Securities of the Issuer
    (a)
    The following disclosure is based on 593,349,852 common stock shares issued and outstanding as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As of the date of this Schedule 13D, the Reporting Persons are the beneficial owners of 59,526,224 shares of the Issuer's common stock, representing approximately 10.03% of the issued and outstanding common stock of the Issuer. The 59,526,224 shares of the Issuer's common stock are directly beneficially owned by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025. Andrew F. Knaggs may be deemed the beneficial owner of the shares held by The NYX 2025 Irrevocable Trust UA, dated April 8, 2025, as Andrew F. Knaggs, is the individual trustee, and Andrew F. Knaggs has sole voting and dispositive power over the shares.
    (b)
    See item 5(a) immediately above.
    (c)
    Except as disclosed in Item 3, the Reporting Persons have not effectuated any transactions during the past 60 days in any common stock shares of the Issuer.
    (d)
    Not applicable.
    (e)
    Not applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    The relationships between the Reporting Persons described in Items 2 and 5 above are incorporated herein by reference. Lock-up Agreement In connection with the Business Combination, the Reporting Persons entered into with the Issuer that certain Company Equityholder Support and Lock-Up Agreement, as amended by the Amendment to Company Equityholder Support and Lock-Up Agreement ("Lock-Up Agreement"). Pursuant to the terms of the Lock-Up Agreement, the Reporting Persons agreed that, for a period ending on the third anniversary of the closing of the Business Combination, with regard to their common stock shares, they will not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Company Equityholder Support and Lock-Up Agreement and the Amendment to Company Equityholder Support and Lock-Up Agreement, which are attached as Exhibits 10.1 and 10.2 to this Schedule 13D and incorporated herein by reference. Registration Rights Agreement At the Closing of the Business Combination, the Reporting Persons entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which, among other things, the Issuer is obligated to file a registration statement to register the resale of the common stock of the Issuer held by the Reporting Persons. The foregoing description of the form of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is attached as Exhibit 10.3 to this Schedule 13D and incorporated herein by reference.
    Item 7.Material to be Filed as Exhibits.
     
    1.1 Joint Filing Agreement 10.1 Company Equityholder Support and Lock-Up Agreement (incorporated by reference to Exhibit 10.10, of the Issuer's Current Report on Form 8-K filed with the SEC on January 9, 2026). 10.2 Amendment to Company Equityholder Support and Lock-Up Agreement (incorporated by reference to Exhibit 10.11, of the Issuer's Current Report on Form 8-K filed with the SEC on January 9, 2026). 10.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.9, of the Issuer's Current Report on Form 8-K filed with the SEC on January 9, 2026).

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    The NYX 2025 Irrevocable Trust UA, dated April 8, 2025
     
    Signature:/s/ Andrew F. Knaggs
    Name/Title:The NYX 2025 Irrevocable Trust UA, dated April 8, 2025, Individual Trustee
    Date:02/13/2026
     
    Andrew F. Knaggs
     
    Signature:/s/ Andrew F. Knaggs
    Name/Title:Andrew F. Knaggs
    Date:02/13/2026
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