Blackboxstocks (NASDAQ: BLBX) signs Third Amendment to REalloys merger deal

Rhea-AI Filing Summary

Blackboxstocks Inc. reports that it has entered into a Third Amendment to its Agreement and Plan of Merger with RABLBX Merger Sub Inc. and REalloys Inc. This amendment deletes and restates in full the Option Agreement that is attached as Exhibit D to the original Merger Agreement, further refining the structure of the planned transaction in which REalloys will merge into the Blackboxstocks subsidiary and become a wholly owned subsidiary of Blackboxstocks.

The company had previously modified the Merger Agreement through earlier amendments, including one that allowed an at-the-market offering of up to 250,000 shares of Blackboxstocks common stock without affecting the calculation of merger consideration shares. The new amendment continues the pattern of adjusting key ancillary agreements as the parties move the merger process forward.

Insights

M&A and Capital Markets Analyst

Blackboxstocks further fine-tunes its REalloys merger terms by fully revising the Option Agreement.

Blackboxstocks Inc. is progressing its planned merger with REalloys Inc. by signing a Third Amendment that deletes and restates the Option Agreement attached to the main Merger Agreement. Earlier amendments already addressed an at-the-market stock offering of up to 250,000 common shares and changes to the CVR Agreement, showing that the transaction structure is being actively negotiated and adjusted over time.

Rewriting the Option Agreement suggests the parties are refining how certain equity or option-related rights around the merger will work, but the economic and governance details sit in the attached exhibit rather than the summary. For investors, the key takeaway is that the REalloys merger remains active and is being reshaped through successive amendments, with the ultimate impact depending on the final merger terms once the transaction closes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 10, 2025

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41051		45-3598066
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1485, Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 726-9203

(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, par value $0.001 per share		BLBX		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.

Third Amendment to Merger Agreement

As previously reported in the Current Report on Form 8-K dated March 10, 2025, Blackboxstocks Inc., a Nevada corporation (“Blackboxstocks”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub inc., a Nevada corporation and wholly-owned subsidiary of Blackboxstocks (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”), pursuant to which REalloys will merge with and into Merger Sub, Merger Sub will cease to exists and REalloys will become a wholly-owned subsidiary of Blackboxstocks (the “Merger”).

As previously reported in the Current Report on Form 8-K dated July 1, 2025, Blackboxstocks, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.

Additionally, as previously reported in the Current Report on Form 8-K dated August 22, 2025, Blackboxstocks, Merger Sub and REalloys entered into a Second Amendment to Agreement and Plan of Merger (the “Second Amendment”) in order to delete and restate in its entirety the definition of “Permitted Transfer” in the CVR Agreement, which is attached as Exhibit E to the Merger Agreement.

On December 10, 2025, Blackboxstocks, Merger Sub and REalloys entered into a Third Amendment to Agreement and Plan of Merger (the “Third Amendment”) in order to delete and restate in its entirety the Option Agreement, which is attached as Exhibit D to the Merger Agreement (the “Option Agreement”), to, among other things:

● Revise the definition of “Shares” to reflect the shares of the Company’s Series A Convertible Preferred Stock held by the Stockholder as of the Option Right Closing Date (as such terms are defined in the Option Agreement);

● Further clarify the Shares applicable under the Option Rights and Option Consideration (as such terms are defined in the Option Agreement); and

● Provide for an additional restrictive covenant, pursuant to which the Stockholder may not Transfer any of the Shares without express written consent of the Company (as such terms are defined in the Option Agreement).

The foregoing description of the Third Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Third Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report on Form 8-K.

Exhibit		Description
2.1		Third Amendment to Agreement and Plan of Merger, dated December 10, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Dated: December 10, 2025	Blackboxstocks Inc.
	By:	/s/ Gust Kepler
		Gust Kepler
		President and Chief Executive Officer

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FAQ

What did Blackboxstocks Inc. (BLBX) announce regarding the REalloys merger?

Blackboxstocks Inc. disclosed that it entered into a Third Amendment to its Agreement and Plan of Merger with RABLBX Merger Sub Inc. and REalloys Inc. This amendment deletes and restates the Option Agreement attached as Exhibit D to the original Merger Agreement, continuing to shape the terms of the planned merger in which REalloys will become a wholly owned subsidiary of Blackboxstocks.

How does the Third Amendment fit into Blackboxstocks (BLBX) overall merger process with REalloys?

The Third Amendment follows earlier changes to the Merger Agreement, including a First Amendment that addressed an at-the-market offering of up to 250,000 shares of Blackboxstocks common stock and a Second Amendment that restated the definition of "Permitted Transfer" in the CVR Agreement. Together, these amendments show that the merger structure and related agreements are being refined as the transaction progresses.

What is the significance of restating the Option Agreement in the Blackboxstocks–REalloys merger?

By deleting and restating the Option Agreement in its entirety, Blackboxstocks and REalloys are updating the contractual terms that govern how the option-related elements tied to the merger will operate. While the 8-K summarizes this change at a high level, the detailed mechanics are contained in the revised Option Agreement filed as an exhibit.

Does the Third Amendment change the basic structure of the Blackboxstocks (BLBX) and REalloys merger?

The basic structure remains that REalloys will merge with and into RABLBX Merger Sub Inc., which will cease to exist, and REalloys will become a wholly owned subsidiary of Blackboxstocks Inc. The Third Amendment focuses on revising the Option Agreement that sits alongside this core merger framework.

What prior share issuance flexibility did Blackboxstocks (BLBX) establish related to this merger?

A prior First Amendment to the Merger Agreement reflected Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, under which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares to be issued in the merger.

Where can investors find the full details of the Third Amendment to the Blackboxstocks–REalloys merger agreement?

The full text of the Third Amendment to the Agreement and Plan of Merger, dated December 10, 2025, among Blackboxstocks Inc., RABLBX Merger Sub Inc., and REalloys Inc., is filed as Exhibit 2.1 to the report and provides the complete terms of the revised Option Agreement.