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2026-02-24
2026-02-24
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 24, 2026
REALLOYS INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41051 |
|
3129394 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
7280 W. Palmeto Park Rd.
Suite 302N
Boca Raton, FL 33433
(Address of principal executive offices; zip code)
Registrant’s
telephone number, including area code: 972-726-9203
Blackboxstocks
Inc.
5430
LBJ Freeway
Suite
1485
Dallas,
Texas 75240
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading
Symbol(s) | |
Name of each exchange
on which registered |
| Common Stock, $0.001 par value per share | |
ALOY | |
The Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
1.01 | Entry
into a Material Definitive Agreement. |
Indemnification Agreements
In connection with the Merger, on the Closing
Date, the Company entered into indemnification agreements (each, an “Indemnification Agreement” and collectively,
the “Indemnification Agreements”) with each of its directors and executive officers. The Indemnification Agreements
provide for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits, or proceedings arising
from service to the Company or, at its request, service to other entities to the fullest extent permitted by applicable law.
The foregoing description of the Indemnification
Agreements is a summary only and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement,
which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K (the “Report”) and incorporated
herein by reference.
| Item
2.01 | Completion
of Acquisition or Disposition of Assets. |
As previously disclosed, on March 10, 2025, REalloys
Inc .(formerly known as Blackboxstocks Inc., “Blackboxstocks”; “REalloys” or the “Company”)
and its wholly owned subsidiary, RABLBX Merger Sub, Inc., (“RABLBX”), entered into an Agreement and Plan of
Merger, as amended by that certain Amendment No. 1 (“Amendment No. 1”), dated as of July 1, 2025, Amendment
No. 2 (“Amendment No. 2”), dated as of August 22, 2025, and Amendment No. 3 (“Amendment No. 3”)
dated as of December 10, 2025 (collectively, the “Merger Agreement”), with REalloys Solutions Inc. (formerly
known as REalloys Inc.; “Private REalloys”). In accordance with the Merger Agreement, RABLBX merged with and
into Private REalloys, with Private REalloys surviving as a wholly owned subsidiary of the Company. On February 24, 2026, (i) pursuant
to an amendment to its Articles of Incorporation, the Company changed its name from “Blackboxstocks Inc.” to “REalloys
Inc.”, (ii) pursuant to an amendment to its Articles of Incorporation, Private REalloys changed its name to “REalloys Solutions
Inc.”, and (iii) REalloys and RABLBX filed the Certificate of Merger with the State of Nevada (the “Merger”).
On February 24, 2026, the Merger closed (the “Closing” and such date, the “Closing Date”).
At the effective time of the Merger (the “Effective
Time”), each holder of outstanding shares of Private REalloys common stock, par value $0.0001 per share (the “Private
REalloys Common Stock”) received the number of shares of common stock, par value $0.001 per share, of the Company (the “New
REalloys Common Stock”) equal to the number of shares of Private REalloys Common Stock such stockholders held multiplied
by the exchange ratio, or an aggregate of 50,365,924 shares of the Company common stock at closing using an exchange ratio (the “Exchange
Ratio”) of 0.4129.
As provided in the Merger Agreement, the Company’s board of directors
authorized and declared a dividend of one contingent value right (“CVR”) for each share of common stock of the
Company outstanding at 5:01 p.m. Central Time on the record date, February 23, 2026, payable immediately prior to the consummation of
the Merger. The CVRs represent the rights to receive cash payments in connection with certain transactions involving the assets, rights
and properties owned, used or usable by Blackbox.io Inc., a Nevada corporation and wholly owned subsidiary of the Company, which was organized
to conduct historical operations of Blackboxstocks.
Additionally, at the Effective Time: (i) each
holder of Series X Preferred Stock (as defined herein) of the Private REalloys, outstanding immediately prior to the Effective Time received
the number of shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share, stated value $3,000 per share
(the “Series C Preferred Stock”), equal to the number of shares of Series X Preferred Stock at a ratio of one
share of Series X Preferred Stock to one share of Series C Preferred Stock, (ii) each holder of Private REalloys warrants worth $38,000,000
in the aggregate (the “Acquisition Warrants”), outstanding and unexercised as of immediately prior to the Effective
Time received the right to receive a number of shares of New REalloys Common Stock equal to the cash amount set forth in such Acquisition
Warrant divided by the per share stock price of the Company on Nasdaq at the Effective Time, (iii) each investor in Private REalloys Simple
Agreement for Future Equity (“REalloys SAFEs”), worth $3,015,000 in the aggregate, outstanding as of immediately
prior to the Effective Time became entitled to receive a number of shares of New REalloys Common Stock equal to the Purchase Amount (as
set forth in such REalloys SAFE) divided by the per share stock price of the Company on Nasdaq at the Effective Time, and (iv) each Private
REalloys Warrant (as defined herein) outstanding and unexercised immediately prior to the Effective Time, were converted into and became
a warrant to purchase New REalloys Common Stock, and the Company assumed the terms of the Private REalloys Warrants pursuant to the terms
of the Merger Agreement. The board of directors of Private REalloys following the consummation and Closing of the Merger consists of nine
members (the “Board”), as further described herein.
In connection with the Merger and the Concurrent
Private Placement (as defined herein) and pursuant to that certain placement agent agreement between Palladium Capital LLC (“Palladium”)
and Private REalloys, dated as of November 24, 2024, Palladium was entitled to (i) a cash fee equal to 7% of the aggregate gross proceeds
raised from investors in each capital raise transaction closing and (ii) warrants to purchase that number of shares of common stock of
Private REalloys equal to 7% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) sold in a capital
raise transaction. In addition, Private REalloys issued Palladium 5,735,996 shares of common stock as an advisory fee for the transactions
including the Merger.
Following the Closing, there are 57,111,167 shares
of New REalloys Common Stock outstanding, with former Private REalloys stockholders owning approximately 92.2% and former pre-Merger Company
stockholders owning 7.8% of the Company’s outstanding securities.
The foregoing description of the Merger is a summary
only and is qualified in its entirety by reference to the full text of (i) the Merger Agreement, which was filed as Exhibit 2.1 to the
Company’s registration statement on Form S-4, as amended, and incorporated herein by reference (the “Proxy Statement/Prospectus”),
(ii) Amendment No. 1, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2025,
(iii) Amendment No. 2, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on August 22, 2025, and (iv) Amendment
No. 3, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2025.
| Item 3.02 | Unregistered Sale of Equity
Securities. |
As previously reported, on March 6, 2025, Private
REalloys entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional
investor (the “Private Placement Investor”), pursuant to which Private REalloys agreed to issue and sell (i)
an aggregate of 5,000 shares of Private REalloys Series X Preferred Stock, par value $0.0001 per share (the “Series X Preferred
Stock”), with a stated value of $1,000 per share, with 1,000 shares of the Series X Preferred Stock issued at the initial
closing (the “Initial REalloys Financing Closing”), and 4,000 shares of Private REalloys’ Series X Preferred
Stock issuable following the consummation of the Merger at the second closing (the “Second REalloys Financing Closing”)
and (ii) warrants (the “REalloys Warrants”) to acquire up to 5,000,000 shares of common stock of REalloys (the
“Concurrent Private Placement”). The aggregate gross proceeds from the Initial REalloys Financing Closing were
$1,000,000.
In July 2025, pursuant to an acknowledgement and
agreement between Private REalloys and the Private Placement Investor, dated as of July 24, 2025, Private REalloys received an advance
of $1,000,000 to be received in the Second REalloys Financing Closing in exchange for issuing 1,000 shares of Private REalloys’
Series X Preferred Stock to the Private Placement Investor. Following such advance, the aggregate number of shares of Series X Preferred
Stock issuable in connection with the Second REalloys Financing Closing was 3,000 shares and the aggregate additional purchase price paid
by the Private Placement Investor in the Second REalloys Financing Closing was $3,000,000. The Second REalloys Financing Closing occurred
on February 23, 2026, substantially contemporaneously with the consummation of the Merger.
REalloys also issued to the Private Placement
Investor an aggregate of 6,376,367 shares of Private REalloys Common Stock (the “Commitment Shares”) which represented
5.0% of the fully diluted outstanding capital of Private REalloys immediately prior to the consummation of the Merger. Additionally, on
the Maturity Date, the Series X Preferred Stock accrued dividends payable in additional shares of Series X Preferred Stock in the aggregate
amount of 126 shares.
None of the issuances of the Series X Preferred
Stock, the Commitment Shares, the REalloys Warrants, or the shares of Private REalloys Common Stock issuable upon conversion or exercise
of Series X Preferred Stock and the REalloys Warrants were registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. The Series X Preferred Stock, the Commitment Shares, the REalloys Warrants, and the
shares of Private REalloys Common Stock issuable upon conversion or exercise of Series X Preferred Stock and the REalloys Warrants have
been and will be, as applicable, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities
Act and/or Regulation D promulgated thereunder. The investors that entered into to a Purchase Agreement represented that they accredited
investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act.
The foregoing descriptions of the Purchase Agreement,
the Certificate of Designations of the Series X Preferred Stock and the Warrants do not purport to be complete and are qualified in their
entirety by reference to the forms of Purchase Agreement, Certificate of Designations of the Series X Preferred Stock and Warrant, which
were filed as Exhibits 10.20, 3.11 and 4.2, respectively, to the Proxy Statement/Prospectus, filed with the SEC on July 2, 2025, and incorporated
herein by reference.
| Item 3.03 | Material Modifications to Rights
of Security Holders. |
Series C Certificate of Designations
On February 24, 2026, in connection with
the Merger, the Company filed the Certificate of Designations of the Series C Preferred Stock (the “Series C Certificate
of Designations”) with the Secretary of State of the State of Nevada. The material terms of the Certificate of
Designations are discussed in the Proxy Statement/Prospectus in the sections titled “Description of Combined Company
Securities – Series C Convertible Preferred Stock” which are not complete and are qualified in their entirety by
reference to the form of Series C Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Report and
incorporated herein by reference.
Certificate of
Amendment to Articles of Incorporation
Additionally on February
24, 2026, the Company filed an Amendment (the “Certificate of Amendment”) with the Secretary of State of the
State of Nevada to increase the authorized shares of New REalloys Common Stock the Company is authorized to issue from 100,000,000 shares
to 350,000,000 shares. The Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a
copy of which is filed hereto as Exhibit 3.2 to this Report and is incorporated herein by reference.
| Item 5.01 | Change in Control of Registrant. |
The information set forth in Item 2.01 of this
Report is incorporated herein by reference.
As a result of the consummation of the Merger,
a change of control of Blackboxstocks occurred, and the stockholders of Blackboxstocks immediately prior to the Closing held approximately
(i) 92.2% of the outstanding shares of New REalloys Common Stock and (ii) 50% of Series A Preferred Stock, in each case, immediately following
the Closing
| Item 5.02 | Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Upon the Closing, and in accordance with the terms
of the Merger Agreement, each executive officer of the Company other than Robert Winspear resigned from his position, and each of Gust
Kepler, Keller Reid, Grant Evans and Dalya Sulaiman resigned as members of the Company’s Board. Upon the consummation of the Merger
and pursuant to the terms of the Merger Agreement, Leonard Sternheim, Stephen duMont (Chairman), Joseph Sawyer, Dovid Glenn, Brad Wall
and David MacNaughton were appointed as directors of the Board to serve until the end of their respective terms and until their successors
are elected and qualified, and Robert Winspear remained a director of the Board. Following the Closing of the Merger, Bob Foresman and
Jack Keane were appointed as directors of the Board to serve until the end of their respective terms and until their successors are elected
and qualified.
The applicable information set forth in the sections
titled “Directors and Executive Officers of the Combined Company Following the Merger,” “Management of the
Combined Company,” and “Related Party Transactions” as related to the Board and in Item 2.01 of this Report
is incorporated herein by reference.
REalloys Inc. 2025 Long-Term Incentive Plan
At a special meeting of the Company’s stockholders
on January 30, 2025, the stockholders of the Company considered and approved the REalloys 2025 Long-Term Incentive Plan (the “Incentive
Plan”). The Incentive Plan was previously approved and adopted, subject to stockholder approval, by the REalloys Board on
December 16, 2025. On the Closing Date, the Board approved the adoption of the Incentive Plan, as well as the forms of Nonqualified Stock
Option Agreement, Incentive Stock Option Agreement, Restricted Stock Unit Agreement and Restricted Stock Award Agreement.
A description of the Incentive Equity Plan is
included in the Proxy Statement/Prospectus in the section titled “Proposal 2 - Approval of the Incentive Plan Proposal”
beginning on page 102 of the Proxy Statement/Prospectus, and such description is incorporated herein by reference. The foregoing description
of the Incentive Plan and the forms of Nonqualified Stock Option Agreement, Incentive Stock Option Agreement, Restricted Stock Unit Agreement
and Restricted Stock Award Agreement is qualified in its entirety by the full text of the Incentive Plan, which is filed as Annex B to
the Proxy Statement/Prospectus and the forms of Nonqualified Stock Option Agreement, Incentive Stock Option Agreement, Restricted Stock
Unit Agreement and Restricted Stock Award Agreement, which are filed as Exhibits 10.4, 10.5, 10.6 and 10.7 to this Report, respectively,
and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year. |
The disclosure set forth in Item 3.03 of this
Report under “Series C Certificate of Amendment” and “Certificate of Amendment to Articles of Incorporation”
is incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s
Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In connection with the Merger, on February 24,
2026, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of
the Company, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy
of the Code of Business Conduct and Ethics can be found in the Investors section of the Company’s website at https://realloys.com/.
| Item 7.01. | Regulation FD Disclosure. |
On February 24, 2026, the Company issued a press
release announcing the closing of the Merger. A copy of the press release is filed hereto as Exhibit 99.1 and incorporated by reference
herein. The Company undertakes no obligation to update, supplement or amend the materials attached hereto furnished under this Item 7.01.
The information in this Report (including Exhibit
99.7 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange
Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any
general incorporation language in such filing.
In connection with the Merger, the New REalloys Common Stock possesses
a new CUSIP number (75606V101).
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The Company will additionally file the financial
statements required to be filed by this Item 9.01(a) not later than seventy-one (71) days after the date on which this Report on Form
8-K is required to be filed. The financial statements and notes thereto of Blackboxstocks were filed with Blackboxstocks’ Annual
Report on Form 10-K for the year ended December 31, 2025.
(b) Pro Forma Financial Information.
The Company will file the financial statements
required to be filed by this Item 9.01(b) not later than seventy-one (71) days after the date on which this Current Report on Form 8-K
is required to be filed.
(d) Exhibits.
| | |
| |
Incorporated by Reference |
Exhibit
Number | |
Description of Exhibit | |
Form | |
Exhibit
Annex, or
Page Number | |
Filing Date | |
File Number |
| | |
| |
| |
| |
| |
|
| 2.1† | |
Agreement and Plan of Merger, dated March 10, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub Inc., and REalloys Inc. | |
8-K | |
2.1 | |
03/10/2025 | |
001-41051 |
| 2.2 | |
First Amendment to Agreement and Plan of Merger, dated July 1, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc. | |
8-K | |
2.1 | |
07/01/2025 | |
001-41051 |
| 2.3 | |
Second Amendment to Agreement and Plan of Merger, dated August 22, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc. | |
8-K | |
2.1 | |
08/22/2025 | |
001-41051 |
| 2.4 | |
Third Amendment to Agreement and Plan of Merger, dated December 10, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc. | |
8-K | |
2.1 | |
12/10/2025 | |
001-41051 |
| 3.1* | |
Certificate of Designations of Series C Convertible Preferred Stock | |
| |
| |
| |
|
| 3.2* | |
Certificate of Amendment to the Articles of Incorporation of the Company | |
| |
| |
| |
|
| 3.3 | |
Certificate of Designations of the Series X Preferred Stock | |
S-4/A | |
3.11 | |
07/02/2025 | |
333-286507 |
| 4.1 | |
Form of Warrant to Purchase Common Stock of REalloys issued on March 10, 2025. | |
S-4/A | |
4.2 | |
07/02/2025 | |
333-286507 |
| 10.1 | |
Form of Indemnification Agreement | |
S-4/A | |
10.34 | |
07/02/2025 | |
333-286507 |
| 10.2 | |
Form of Securities Purchase Agreement between REalloys Inc. and investors party thereto, dated as of March 6, 2025. | |
S-4/A | |
10.20 | |
07/02/2025 | |
333-286507 |
| 10.3*# | |
REalloys Inc. 2025 Long-Term Incentive Plan | |
| |
| |
| |
|
| 10.4*# | |
Form of Nonqualified Stock Option Agreement | |
| |
| |
| |
|
| 10.5*# | |
Form of Incentive Stock Option Agreement | |
| |
| |
| |
|
| 10.6*# | |
Form of Restricted Stock Unit Agreement | |
| |
| |
| |
|
| 10.7*# | |
Form of Restricted Stock Award Agreement | |
| |
| |
| |
|
| 10.8# | |
Professional Services Agreement dated December 12, 2025, by and between Leonard Sternheim and REalloys Inc. | |
S-4/A | |
10.47 | |
12/18/2025 | |
333-286507 |
| 99.1* | |
Press Release, dated February 24, 2026 (furnished pursuant to Item 7.01). | |
| |
| |
| |
|
| 104* | |
Cover Page Interactive Data File | |
| |
| |
| |
|
| † | Certain of the exhibits or schedules
to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all
omitted exhibits and schedules to the SEC upon its request. |
| # | Management contract or compensatory
plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
REALLOYS INC. |
| |
|
|
| Date: February 25, 2026 |
By: |
/s/ Leonard Sternheim |
| |
Name: |
Leonard Sternheim |
| |
Title: |
President and Chief Executive Officer |
6
Exhibit
99.1
Blackboxstocks
and REalloys Announce Closing of Merger; REalloys to Begin Trading on Nasdaq Under Ticker “ALOY”
Combined
Company Positioned as a Vertically Integrated, Zero-China Nexus Heavy Rare Earth Platform Supporting U.S. National Security and Defense
Supply Chains
DALLAS,
February 24, 2026 (GLOBE NEWSWIRE) — Blackboxstocks Inc. (Nasdaq: BLBX) (“Blackboxstocks”) today announced the successful
closing of its previously announced merger with REalloys Inc. (“REalloys”) following the close of market on February 24,
2026.
Effective
at the open of trading on Wednesday, February 25, 2026, the combined company will operate under the name REalloys Inc. and
its common stock is expected to trade on the Nasdaq Capital Market under the ticker symbol “ALOY.”
The
transaction marks the public market debut of a vertically integrated North American heavy rare earth platform focused on establishing
a secure, zero-China nexus supply chain aligned with U.S. defense procurement priorities.
As
provided in the merger agreement, the Blackboxstocks board of directors authorized and declared a dividend of one contingent value right
(“CVR”) for each share of common stock outstanding at 5:01 p.m. Central Time on the record date, February 23, 2026, payable
immediately prior to the consummation of the Merger. The CVRs will represent the rights to receive cash payments in connection with certain
transactions involving the assets, rights and properties owned, used or usable by Blackbox.io Inc., a Nevada corporation and wholly owned
subsidiary of Blackboxstocks, which was organized to conduct historical operations of Blackboxstocks.
Transaction
Highlights
Following
the closing, REalloys is positioned to advance its strategic objective of becoming the largest producer of heavy rare earth oxides and
metals outside of China by the first half of 2027, supported by what the Company believes are among the most advanced commercial-scale
heavy rare earth separation and metallization assets outside of China.
Key
Platform Attributes Include:
| ● | Strategic
Objective: Scaling oxide separation and metallization capacity to serve defense,
advanced manufacturing, and protected industrial markets. |
| ● | Compliance
Advantage: Positioned to operate a zero-China nexus supply chain aligned with anticipated
2027 U.S. defense procurement restrictions and currently servicing federal logistics and
procurement channels supporting the Defense Industrial Base. |
| ● | Advanced
Execution Profile: Leveraging existing infrastructure with phased expansion plans,
comparatively limited incremental capital requirements, and reduced permitting risk relative
to greenfield development projects. |
| ● | Feedstock
Diversification Strategy: Designed to be feedstock-agnostic, utilizing allied and
domestic sources to mitigate supply concentration risk. |
| ● | Integrated
Growth Path: Executing a phased scale strategy spanning upstream resource development,
midstream separation and metallization, and downstream magnet initiatives, including collaboration
efforts with Japan Organization for Metals and Energy Security (JOGMEC) to support high-performance
magnet manufacturing for strategic markets. |
Strategic
Positioning at Closing
REalloys
enters the public markets at a pivotal time as geopolitical considerations, critical mineral policy, and national security priorities
increasingly converge around the need for dependable, China-independent heavy rare earth capability.
The
Company’s integrated mine-to-magnet strategy encompasses:
| ● | Upstream: 100%
owned Hoidas Lake rare earth asset in Saskatchewan, strategic partnership with U.S. government
backed Mission Critical Materials (tailings and waste stream technology), a diversified portfolio
of allied upstream feedstock providers, and recycling partnerships. |
| ● | Midstream: Expansion
of North American separation, refining, and metallization capabilities in partnership with
the Saskatchewan Research Council. |
| ● | Downstream: 100%
owned PMT Critical Metals. The only advanced heavy rare earth metallization facility in the
continental U.S., serving federal logistics and procurement agencies supporting the U.S.
Department of Defense, Department of Energy, and NASA, as well as the broader Defense Industrial
Base, Nuclear Industrial Base, and Organic Industrial Base. |
About
REalloys:
REalloys
Inc. is advancing a fully integrated North American mine-to-magnet supply chain encompassing upstream resource development, midstream
processing, and downstream manufacturing. REalloys’ upstream foundation includes its Hoidas Lake rare-earth asset in Saskatchewan
and a diversified network of allied feedstock and recycling partners. Together with the Saskatchewan Research Council, REalloys is building
a platform to scale North American midstream separation, refining, and metallization capabilities—creating a coordinated system
that processes and converts rare-earth materials from allied and domestic sources into high-purity products. Those refined materials
feed directly into REalloys’ downstream manufacturing operations in Euclid, Ohio, where the company produces advanced alloys and
magnet components for defense, clean-energy, and high-performance industrial applications. REalloys’ Ohio facility serves federal
logistics and procurement agencies supporting the Department of Defense, the Department of Energy, and National Aeronautics and Space
Administration, in addition to the broader Defense Industrial Base and Organic Industrial Base.
For
more information, go to www.realloys.com or email info@realloys.com
Forward
Looking Statements and Safe Harbor
This
press release contains “forward-looking statements” within the meaning of applicable securities laws, including the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements
regarding development activities, project milestones, expected capacity, market expansion, financing, timing, strategic initiatives,
regulatory approvals, or future performance are forward-looking statements. Such statements reflect management’s current expectations,
assumptions, and estimates and are inherently subject to significant risks and uncertainties, many of which are beyond the control of
the Company. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,”
“plan,” “potential,” “project,” “should,” “target,” “will,” and
similar expressions are intended to identify forward-looking statements, though their absence does not mean a statement is not forward-looking.
These
statements are not guarantees of performance or outcomes. Actual results may differ materially from those expressed or implied due to
various factors, including but not limited to: the ability to successfully complete project development and commercialization efforts;
uncertainties related to scaling new technologies or processes to industrial production; supply-chain reliability, logistics, and availability
of equipment and materials; fluctuations in rare-earth prices or demand; changes in market conditions, customer preferences, or procurement
policies; regulatory approvals, environmental compliance, and permitting delays; inflationary pressures or rising capital costs; the
availability, cost, and terms of financing; geopolitical events and trade policies affecting critical minerals; the outcome of future
collaborations or partnerships; workforce recruitment and retention; cybersecurity or intellectual-property risks; competitive developments
or technological change; and macroeconomic or industry-specific conditions that could impact operations, markets, or valuations.
Forward-looking
statements also include expectations regarding the merger between Blackboxstocks and REalloys, including but not limited to, the integration,
synergies, and potential benefits of the merger and related transactions. These are subject to numerous risks and uncertainties, including
the satisfaction of closing conditions, receipt of necessary approvals, potential delays, litigation, regulatory review, or changes in
transaction structure. There can be no assurance that any merger-related synergies will occur on the expected timeline, terms, or at
all, or that anticipated synergies will be realized.
All
forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to publicly update or
revise any forward-looking statements to reflect subsequent events, new information, or changes in expectations, except as required by
law. Readers are cautioned not to place undue reliance on these statements, which are provided for the purpose of describing management’s
current expectations and strategic outlook, and which involve numerous known and unknown risks, uncertainties, and other factors that
may cause actual results or performance to differ materially.
These
statements should not be construed as forecasts or guarantees of future outcomes. The risks and uncertainties that could affect the Company’s
operations, financial condition, performance, and prospects include those described in its filings with the Securities and Exchange Commission,
including the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other periodic and current reports available
at www.sec.gov.
Contacts
REalloys
Inc.
Angela Gorman
Communications, REalloys
angela@amwpr.com
www.realloys.com
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