| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Evolution Metals & Technologies Corp. [ EMAT ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/26/2026 | J(1) | 1,700,000(1) | D | $0.00(1) | 61,721,535(2)(5) | D(3)(4) | |||
| Common Stock | 08/26/2026 | J(1) | 1,700,000(1) | D | $0.00(1) | 61,721,535(2)(3)(4)(5) | I(3)(4) | By virtue of position as manager of Good Earth 1000, LLC(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares of Common Stock distributed by Good Earth 1000, LLC to CKLM, LLC in connection with the redemption of CKLM, LLC's 2.68% membership interest in Good Earth 1000, LLC. The transaction is reported using transaction code "J" as an "other" transaction. The distribution was made in-kind and did not involve an open-market sale of shares by the Reporting Persons. The shares distributed to CKLM, LLC were not subject to the previously disclosed pledge and account control arrangements. |
| 2. Following the reported transaction, Good Earth 1000, LLC directly beneficially owns 61,721,535 shares of Common Stock. This amount reflects 63,421,535 shares beneficially owned prior to the transaction, less 1,700,000 shares distributed to CKLM, LLC, by Good Earth 1000, LLC. No other transactions in the Issuer's Common Stock occurred before or concurrently with the reported transaction. |
| 3. The securities reported herein are directly held by Good Earth 1000, LLC. Nicole Garcia may be deemed to beneficially own the securities held by Good Earth 1000, LLC because she is the Manager of Good Earth 1000, LLC and has voting and dispositive power with respect to such securities, subject to the previously disclosed pledge and account control arrangements. The shares distributed to CKLM, LLC were distributed in-kind in redemption of CKLM, LLC's 2.68% membership interest in Good Earth 1000, LLC, and CKLM, LLC holds such shares solely in its own right and for its own account. CKLM, LLC holds an aggregate of 3,400,000 shares of the Issuer's Common Stock, representing less than one percent of the outstanding Common Stock, consisting of the 1,700,000 shares distributed in-kind in the redemption described in note (1) above and 1,700,000 shares previously acquired directly from the Issuer. |
| 4. CKLM, LLC holds all such shares solely in its own right and for its own account and has no agreement, arrangement, understanding or relationship, formal or informal, with Good Earth 1000, LLC or Nicole Garcia regarding the acquisition, voting, holding or disposition of the Issuer's Common Stock, and the parties act independently with respect to their respective securities. Each of Good Earth 1000, LLC and Nicole Garcia disclaims beneficial ownership of the shares held by CKLM, LLC, and CKLM, LLC disclaims beneficial ownership of the shares held by Good Earth 1000, LLC, in each case except to the extent of any pecuniary interest therein. Accordingly, CKLM, LLC is not, and has not agreed to act as, a member of a group with the Reporting Persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5 thereunder, and the filing of this statement shall not be deemed an admission that any such group exists. |
| 5. As a result of the reported transaction and based on 627,190,646 shares of Common Stock outstanding, the Reporting Persons beneficially own less than ten percent of the outstanding Common Stock and are no longer subject to Section 16 reporting obligations as ten percent beneficial owners of the Issuer. Form 4 or Form 5 reporting obligations may nevertheless continue with respect to transactions occurring while the Reporting Persons were subject to Section 16. |
| By: /s/ Nicole Garcia, Manager of Good Earth 1000, LLC | 08/27/2026 | |
| By: /s/ Nicole Garcia | 08/27/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||