Good Earth 1000, LLC and Nicole Garcia filed a Form 4 with the SEC on August 28, 2026, disclosing an in-kind distribution of 1,700,000 shares of Evolution Metals & Technologies Corp. common stock to CKLM, LLC in connection with the redemption of CKLM, LLC's 2.68% membership interest in Good Earth 1000, LLC, with the transaction dated August 26, 2026.

Key Highlights

  • Transaction type: 1,700,000 shares of common stock were distributed in-kind by Good Earth 1000, LLC to CKLM, LLC, coded as a transaction code "J" (other) transaction at a price of $0.00.
  • Redemption context: The distribution was made in connection with the redemption of CKLM, LLC's 2.68% membership interest in Good Earth 1000, LLC, according to the filing.
  • Remaining ownership: Following the transaction, Good Earth 1000, LLC directly beneficially owns 61,721,535 shares of Evolution Metals & Technologies Corp. common stock.
  • Prior ownership: Good Earth 1000, LLC held 63,421,535 shares before the reported transaction, according to the filing.
  • Below 10% threshold: Based on 627,190,646 shares of common stock outstanding, the filing states the reporting persons now 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.
  • CKLM, LLC total holdings: The filing states 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.

Evolution Metals Insider Reports In-Kind Share Distribution and Drop Below 10% Ownership

Good Earth 1000, LLC and Nicole Garcia, its manager, filed jointly as reporting persons in connection with a change in beneficial ownership of Evolution Metals & Technologies Corp. (NASDAQ:EMAT) common stock. The transaction, dated August 26, 2026, involved the in-kind distribution of 1,700,000 shares to CKLM, LLC as part of the redemption of that entity's 2.68% membership interest in Good Earth 1000, LLC. The filing notes the distribution "did not involve an open-market sale of shares by the Reporting Persons" and that the distributed shares "were not subject to the previously disclosed pledge and account control arrangements."

Nicole Garcia is identified in the filing as the Manager of Good Earth 1000, LLC, with voting and dispositive power over the securities held by that entity, subject to previously disclosed pledge and account control arrangements. The filing reports that Good Earth 1000, LLC directly beneficially owns 61,721,535 shares following the transaction, while Garcia may be deemed to beneficially own those same shares indirectly by virtue of her managerial position. Both Good Earth 1000, LLC and Garcia each disclaim beneficial ownership of the shares held by CKLM, LLC.

The filing further states that CKLM, LLC "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." With the reporting persons now holding less than ten percent of the 627,190,646 outstanding shares, the filing indicates they are "no longer subject to Section 16 reporting obligations as ten percent beneficial owners," though it notes that Form 4 or Form 5 obligations "may nevertheless continue with respect to transactions occurring while the Reporting Persons were subject to Section 16."

What Was Disclosed

Good Earth 1000, LLC and Nicole Garcia disclosed an in-kind distribution of 1,700,000 common shares of Evolution Metals & Technologies Corp. to CKLM, LLC on August 26, 2026, reducing their beneficial ownership to 61,721,535 shares and below the 10% ownership threshold.