SEC Form 4 · accession 0001213900-26-094945

Evolution Metals & Technologies Corp. · EMAT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents 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.
• F2Following 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.
• F3The 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.
• F4CKLM, 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.
• F5As 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.