Controls and Procedures.
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: Gust Kepler, our principal executive officer, and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2025, pursuant to Exchange Act Rule 13a-15.
−Removed: Such disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, 2025, were effective as of the end of the period covered by this Quarterly Report.
+Added: Management's Evaluation of Disclosure Controls and Procedures
+Added: As of March 31, 2026, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
+Added: Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting described below.
+Added: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
+Added: Material Weaknesses in Internal Control Over Financial Reporting
+Added: Management identified the following material weaknesses as of March 31, 2026:
+Added: Insufficient Accounting Personnel.
+Added: The Company does not have a sufficient number of personnel with an appropriate level of knowledge and experience in the application of U.S.
+Added: GAAP and SEC reporting requirements.
+Added: Prior to the February 24, 2026 reverse recapitalization, REalloys operated as a privately held company and its financial reporting processes were not designed to comply with requirements applicable to public company issuers under the Securities Exchange Act of 1934.
+Added: Inadequate Segregation of Duties.
+Added: The Company’s current staffing levels do not provide for adequate segregation of duties over financial reporting processes, including transaction initiation, authorization, recording, and review functions.
+Added: Lack of Formalized Period-End Controls.
+Added: The Company does not have sufficiently formalized and documented period-end financial reporting and review controls, including closing procedures, account reconciliations, and management review of financial statement line items.
+Added: Remediation Plan
+Added: Management has initiated a remediation plan, including:
+Added: (i) recruiting additional finance and accounting personnel with U.S.
+Added: GAAP and SEC reporting experience;
+Added: (ii) documenting key period-end financial reporting and review procedures;
+Added: and (iii) evaluating the design of IT general controls.
+Added: The Company anticipates substantially completing the remediation by the end of 2026.
+Added: Material weaknesses will not be considered remediated until the applicable controls have operated effectively for a sufficient period and management has tested their operating effectiveness.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
−Removed: Limitations on the Effectiveness of Controls
−Removed: Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives.
−Removed: However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error.
−Removed: A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs.
−Removed: Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected.
−Removed: These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake.
−Removed: Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization.
−Removed: The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.
+Added: On February 24, 2026, the Company completed its reverse recapitalization with Blackbox and began integrating the two companies’ financial reporting processes and control environments.
+Added: These actions represent material changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026.
+Added: Management is continuing to evaluate ICFR design and operating effectiveness for the combined company and expects to provide the required disclosures in the Annual Report on Form 10-K for the year ending December 31, 2026.
Part II - Other Information
−Removed: Legal Proceedings
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.