Key Highlights

  • 5,400,000 shares: the maximum resale registered on a Form S-1 filed October 5, 2026 for YA II PN, a Yorkville fund, covering shares issuable on conversion of the September 2026 debentures of Evolution Metals & Technologies (NASDAQ:EMAT).
  • USD 22.0 million: the first September 2026 Debenture of Evolution Metals & Technologies (NASDAQ:EMAT), issued on September 17, 2026 within a USD 30,927,835 facility, sold at 97 percent of principal and maturing on September 17, 2028, per its prospectus.
  • USD 5.02 or less: the conversion price, the lower of that fixed level and 95 percent of the lowest daily volume-weighted price over five trading days, with a floor of USD 0.76, for Evolution Metals & Technologies (NASDAQ:EMAT).
  • Between 2 and 7 percent: the premarket gain on October 6, 2026 after the filing, with a quote near USD 2.20, per published market data feeds that differ, although the company receives no proceeds from resales by the selling securityholder.

What Was Filed

On October 5, 2026 Evolution Metals & Technologies filed a Form S-1 registering the resale, from time to time, of up to 5,400,000 shares of common stock by YA II PN, Ltd., a fund managed by Yorkville Advisors Global. The shares are those it may issue on conversion of convertible debentures under a securities purchase agreement dated September 17, 2026. The company says it is building a Midstream and Downstream Supply chain for critical materials, rare earth elements and advanced magnet technologies. It became public on January 5, 2026 through a SPAC combination.

How the Debenture Converts

The September Facility totals USD 30,927,835 across three debentures, and the first, for USD 22.0 million, was issued on September 17, 2026 at 97 percent of principal. Conversion is at the lower of USD 5.02 or 95 percent of the lowest daily volume-weighted average price in the five prior trading days, never below USD 0.76. At the floor, USD 22.0 million would convert into about 28.9 million shares; at USD 5.02, about 4.4 million, simple arithmetic. Nasdaq limits and a 4.99 percent ownership cap restrict conversions.

A Financing Pattern and Its Risks

This follows a May 7, 2026 facility of up to USD 100 million with the same holder. Through September 23, 2026 about USD 13.34 million of principal plus roughly USD 0.39 million of interest from the May debentures had converted into 5,400,000 shares, about USD 2.5 a share, simple arithmetic. Variable-price convertibles can pressure a stock as holders convert and sell, and the premarket price near USD 2.20 sits well below the USD 5.02 fixed level, which means more shares per dollar converted.

Where Things Stand

Probably, but with continuing supply. Evolution Metals & Technologies (NASDAQ:EMAT) registered 5,400,000 shares for resale, and the earlier May debentures have already converted into 5,400,000 shares at about USD 2.5, so the market has absorbed a similar block before. The conversion price floats with the share price, which can mean many more shares if the stock falls, up to about 28.9 million for the first debenture at the floor. Next catalysts are the effectiveness of the registration, further debenture tranches and quarterly results, none of which has a confirmed date.