REALLOYS INC. 10-Q

Item 1. Financial Statements REalloys, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except share and per share data) As of March 31, 2026 December 31, 2025 (unaudited) (audited) ASSETS Current assets: Cash $ 42,548 $ 2,824 Restricted cash 7,500 - Accounts receivable, net of allowance for credit losses of $ 0 1,253 730 Inventory 3 - Prepaid expenses 19,794 34,987 Project deposits 2,400 - Total current assets 73,498 38,541 Non-current assets: Goodwill 2,077 2,077 Intangible assets, net 1,257 1,316 Mineral Properties 50,532 50,532 Machinery and equipment, net 306 321 Operating lease right-of-use asset, net 789 602 Investments 2,000 - Total non-current assets 56,961 54,848 Total assets 130,458 93,389 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses 5,004 3,433 Deposit Liability 7,500 - Accrued expenses, related party 700 610 Unearned subscriptions 630 - Current portion of operating lease liabilities 278 2 Other notes payable 317 - Note payable, related party 144 94 SAFE liability, related party - 1,320 SAFE liability - 1,695 Total current liabilities 14,573 7,154 Non-current liabilities: Contingent consideration - 34,561 Deferred tax liability 13,644 13,644 Long-term debt 154 154 Long-term operating lease liabilities 518 536 Total non-current liabilities 14,316 48,895 Total liabilities 28,890 56,049 Mezzanine equity Series C redeemable preferred stock, $ 0.001 par value; 15,000 shares authorized, 0 and 684 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively - 1,506 Stockholders’ equity Series A preferred stock, $ 0.001 par value; 3,269,998 shares authorized, 3,269,998 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 3 - Common stock, $ 0.001 par value, 350,000,000 shares authorized, 61,214,537 and 49,293,557 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 60 12 Additional paid in capital 289,348 116,946 Accumulated deficit ( 187,843 ) ( 81,125 ) Total Stockholders’ equity 101,568 35,834 Total liabilities and Stockholders’ equity $ 130,458 $ 93,389 See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4. 4 REalloys, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except share and per share data) Three Months Ended March 31, 2026 2025 (unaudited) (unaudited) Net Revenues $ 706 $ - Operating expenses: Cost of sales 299 - Software development costs 34 - General and administrative 85,402 867 Advertising and marketing 2,541 - Depreciation and amortization 87 - Total operating expenses 88,363 867 Loss from operations ( 87,657 ) ( 867 ) Interest expense 8 91 Change in fair value of contingent consideration 3,439 784 Impairment expense 6,394 - Accretion of discount on issuance of Series C Preferred Stock 9,220 - Total other expense 19,061 875 Net loss ( 106,718 ) ( 1,742 ) Basic and diluted net loss per share ( 1.98 ) ( 0.05 ) Weighted-average shares used in computation of net loss per share: Basic and diluted 53,954,052 32,593,867 See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4. 5 REalloys, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) (Unaudited) (In thousands, except share data) Three Months Ended March 31, 2026 Series C Preferred Shares Series A Preferred Shares Common Shares Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Balances as of December 31, 2025 2,000 $ 1,506 - - 119,383,766 $ 12 $ 116,976 $ ( 81,125 ) $ 35,863 Retroactive application of recapitalization ( 1,316 ) - - - ( 70,090,209 ) 37 ( 37 ) - - Adjusted balances, as of December 31, 2025 684 1,506 - - 49,293,557 49 116,939 ( 81,125 ) 35,863 Issuance of Preferred Stock for cash 4,442 2,600 3,269,998 3 - - - - 3 Commitment shares issued for cash - - - - 1,077,353 1 - - 1 Issuance of Common Stock under SAFE - - - - 160,606 - 3,015 - 3,015 Common stock issued at Blackboxstocks Inc. merger - - - - 4,480,437 4 6,230 - 6,234 Conversion of Special Warrants - - - - 2,093,664 2 37,998 - 38,000 Issuance of Common Stock, net of offering costs - - - - 2,702,702 3 47,008 - 47,011 Accretion of discount on issuance of Series C preferred stock - 9,220 - - - - - - - Conversion of Series C preferred stock ( 5,126 ) ( 13,326 ) - - 1,374,018 1 13,325 - 13,326 Exercise of stock options - - - - 32,200 - - - - Stock-based compensation expense - - - - - - 64,830 - 64,830 Imputed interest treated as a capital contribution - - - - - - 3 - 3 Net loss — Q1 2026 - - - - - - - ( 106,718 ) ( 106,718 ) Balances as of March 31, 2026 - $ - 3,269,998 3 61,214,537 $ 60 $ 289,348 $ ( 187,843 ) $ 101,568 See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4. 6 Three Months Ended March 31, 2025 Series C Preferred Shares Series A Preferred Shares Common Shares Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Balances as of December 31, 2024 - - - - 76,500,000 8 213 ( 5,449 ) ( 5,228 ) Retroactive application of recapitalization - - - - ( 44,913,150 ) 24 ( 24 ) - - Adjusted balances, as of December 31, 2024 - - - - 31,586,850 32 189 ( 5,449 ) ( 5,228 ) Issuance of common stock for acquisition of business - - - - 5,780,600 6 4,833 - 6 Issuance of preferred stock and common stock for cash 413 - - - 2,064,500 2 769 - 771 Issuance of common shares for services - - - - 1,858,050 - - - - Imputed interest treated as a capital contribution - - - - - - 91 - 91 Net loss - - - - - - - ( 1,742 ) ( 1,742 ) Balances as of March 31, 2025 413 $ - - - 41,290,000 $ 40 $ 5,882 $ ( 7,191 ) $ ( 1,269 ) See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4. 7 REalloys Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Three Months Ended March 31, 2026 2025 Net loss $ ( 106,718 ) $ ( 1,742 ) Adjustments to reconcile net loss to net cash used in operating activities: Imputed interest expense 3 91 Change in operating lease ROU assets 82 - Depreciation and amortization expense 87 - Accretion of discount on preferred stock 9,220 - Stock-based compensation expense 81,771 - Change in fair value of contingent consideration 3,439 784 Impairment of investment 6,394 - Change in operating assets and liabilities: Prepaid expenses ( 4,118 ) - Accounts payable and accrued expenses ( 169 ) 516 Accounts receivable ( 523 ) - Operating lease liability ( 18 ) - Net cash used in operating activities ( 10,550 ) ( 352 ) Cash flows from investing activities Cash acquired in reverse recapitalization 398 - Purchase of fixed assets ( 2 ) - Net cash provided by investing activities 396 - Cash flows from financing activities Proceeds from notes payable 217 - Proceeds from notes payable, related party 50 - Proceeds from SAFE Liability - 100 Payment of deferred cash consideration - ( 139 ) Proceeds from share subscription liability 7,500 - Proceeds from public offering of common stock 47,011 880 Proceeds from issuance of Series C Preferred Stock 2,600 - Net cash provided by financing activities 57,378 841 Net increase in cash and restricted cash 47,224 490 Cash and restricted cash, beginning of period 2,824 113 Cash and restricted cash, end of period 50,048 603 Supplemental disclosures of non-cash investing and financing activities: Acquisition of a business - $ 3,545 SAFE liabilities converted to equity 3,015 $ - Special Warrants converted to equity 38,000 $ - Common stock issued 48 $ - Net assets acquired in recapitalization 6,234 $ - Conversion of Series C Preferred Stock 13,327 $ - See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4. 8 REalloys, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Amounts in thousands, except as noted and share and per share amounts) Note 1 – Description of Business and Basis of Presentation Description of Business REalloys, Inc. (the “Company” or “REalloys”) is a development-stage company building a North American integrated rare earth to high-performance neodymium iron boron (“NdFeB”) magnet materials and magnet supply chain focused on meeting the demands of the protected markets of the United States, which includes the U.S. National Defense Stockpiles (“NDS”), Defense Industrial Base (“DIB”), Nuclear Industrial Base (“NIB”), robotics, electric aviation, and critical infrastructure industries. The Company trades on The Nasdaq Capital Market under the ticker symbol “ALOY.” The Company has adopted a structured approach to building its North American rare earth to high performance NdFeB magnet materials and magnet supply chain through producing magnet materials and magnets that meet the performance requirements of US Protected Markets clients and building capacity to meet the demand of US Protected Market clients on a timetable to meet such demand In line with this strategy, the Company initially acquired 100 % of Strategic Metals Development Inc., on May 29, 2024, which owns 100 % of the Hoidas Lake Rare Earth Element Project in Saskatchewan, Canada, which comprises 14 contiguous mineral claims totaling 12,522 hectares. The Company believes that the Hoidas Lake project has the potential to be a long-term North American source of rare earth materials as a primary feedstock for its magnet materials and integrated supply chain. The Company also acquired PMT Critical Metals Inc. (“PMTCM”), on March 31, 2025, which became a wholly owned subsidiary, and which operates the Euclid Magnet Facility in Euclid, Ohio. The Euclid Magnet Facility produces rare earth metals and magnet materials for the Defense Logistics Agency, the U.S. Department of Energy’s AMES National Laboratory and industry clients, and the Company intends to expand production capacity to meet a portion of U.S. protected market demand. The Company is continuing to evaluate additional opportunities to strengthen its integrated North American magnet and magnet materials supply chain and improve resiliency, capabilities and capacity. Reverse Recapitalization On February 24, 2026, the Company completed a reverse recapitalization transaction with Blackboxstocks Inc. (“Blackbox”) pursuant to the Agreement and Plan of Merger, as amended. For accounting purposes, REalloys was determined to be the accounting acquirer. The transaction was not a business combination under ASC 805 because substantially all of the fair value of Blackbox’s gross assets was concentrated in its developed technology platform. Accordingly, the transaction was accounted for as a reverse recapitalization: Blackbox’s assets and liabilities were recorded at their historical carrying values; no goodwill or intangible assets were recognized in connection with the transaction; the historical financial statements of REalloys became those of the combined entity; and the equity structure was retroactively restated to reflect the legal capital structure of Blackbox. Following the close of the transaction, former REalloys stockholders owned approximately 92.2 % of the outstanding common stock of the combined company, with former Blackbox stockholders owning approximately 7.8 %. The Company commenced trading on The Nasdaq Capital Market under the symbol “ALOY” on February 25, 2026. 9 Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC applicable to interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation have been included. The unaudited Condensed Consolidated Financial Statements include the accounts of REalloys, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company's Current Report on Form 8-K/A filed on May 12, 2026, and in Blackbox's Annual Report on Form 10-K for the year ended December 31, 2025. Note 2 – Summary of Significant Accounting Policies The Company’s significant accounting policies are described in the notes to the audited financial statements included in the Company's Current Report on Form 8-K/A filed on May 12, 2026 (amending the Current Report on Form 8-K filed on February 25, 2026), and in Blackbox's Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference into such Current Reports. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026 except as described below. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, accounting for the reverse recapitalization transaction, the valuation of equity instruments and stock-based compensation, the assessment of the recoverability of long-lived assets, including mineral properties, and the evaluation of the Company’s ability to continue as a going concern. The accounting for payments under the Saskatchewan Research Council (SRC) arrangements requires judgment in determining whether amounts should be recorded as prepaid assets, research and development expense, project development expense, construction in progress, or property and equipment. This assessment depends on the nature of the underlying goods or services received, whether specific equipment or materials have been acquired, whether such equipment or materials have alternative future use, and whether costs are directly attributable to preparing a long-lived asset for its intended use. Restricted Cash Restricted cash consists of cash deposits that are not available for general corporate purposes due to contractual or other restrictions. The Company presents restricted cash together with cash and cash equivalents in the statement of cash flows and includes such amounts within current or non‑current assets on the consolidated balance sheets based on the expected timing of release of the restrictions. As of March 31, 2026, restricted cash was $ 7.5 million and consisted of deposits received from prospective investors in connection with potential investment transactions. These deposits were subject to contractual conditions and were therefore not available for use in the Company’s operations. In April 2026, following a joint decision by the Company and the prospective investors not to proceed with the potential investments, the Company returned the full $ 7.5 million of 10 restricted cash to the investors. Accordingly, no restricted cash balance remained outstanding subsequent to the return of the deposits. The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). (in thousands) March 31, 2026 December 31, 2025 Cash $ 42,548 $ 2,824 Restricted cash 7,500 - Total cash and restricted cash $ 50,048 $ 2,824 Simple Agreements for Future Equity (SAFEs) All outstanding SAFEs converted into shares of common stock upon the February 24, 2026 listing. Investments — Equity securities without a readily determinable fair value (ASC 321) The Company holds an investment in EVTEC Holdings Group Limited ("EVTEC"), a private UK-based automotive components manufacturer, acquired through the February 24, 2026 reverse recapitalization with Blackbox. The Company applies the measurement alternative for equity securities without a readily determinable fair value under ASC 321. Under this method, the investment is carried at cost minus impairment, plus or minus adjustments from observable price changes in orderly transactions for identical or similar investments of the same issuer See Note 4 – Blackbox Reverse Recapitalization. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of goods or services is transferred to customers. PMTCM recognizes revenue from the sale of rare earth metals and magnet materials primarily under the output method or right-to-invoice practical expedient as production is completed and delivered to customers. Subscription revenue from the Blackbox trading analytics platform is recognized ratably over the subscription period on a straight-line basis. Note 3 – Going Concern In the Company’s previously issued interim financial statements for the period ended September 30, 2025, management concluded that substantial doubt existed about the Company’s ability to continue as a going concern.In connection with the preparation of the Company's issued Audited Consolidated Financial Statements for the year ending December 31, 2025, management reevaluated the Company’s liquidity position in accordance with ASC 205-40. The Company completed a public offering on March 9, 2026, generating net proceeds of approximately $ 46.8 million. Management performed the ASC 205-40 assessment by comparing projected baseline cash requirements for the twelve months following the issuance date against available liquidity. Baseline obligations (operating costs, lease payments, and contractual commitments that cannot be deferred or eliminated) are estimated to be substantially below available liquidity. Expenditures under the SRC agreements represent discretionary project spend capable of being sequenced or financed separately and were excluded from the baseline analysis. Based on this assessment, management concluded that substantial doubt about the Company’s ability to continue as a going concern did not exist. There has been no change in the circumstances or the assessment of the Company's ability to continue as a going concern in the preparation of these interim condensed consolidated financial statements. The Company expects that additional capital will be required for longer-term strategic growth; however, this conclusion does not depend on any specific future financing transaction. 11 Note 4 – Blackbox Reverse Recapitalization As described in Note 1 , on February 24, 2026, the Company completed its reverse recapitalization with Blackbox. The transaction was determined not to be a business combination under ASC 805 because the screen test was met: substantially all of the fair value of Blackbox’s gross assets was concentrated in a single group of identifiable assets (the developed technology platform underlying the Blackbox subscription service). As all of the gross asset value was concentrated in this single asset class, no further analysis was required and the acquired set was not considered a business. Under reverse recapitalization accounting, the Company’s historical financial statements represent a continuation of REalloys (the accounting acquirer). Blackbox’s assets and liabilities were recorded at historical carrying values as of the closing date. No goodwill or intangible assets were recognized in connection with the transaction. The equity structure prior to the transaction has been retroactively adjusted to reflect the exchange ratio of 0.4129 (the number of Blackbox shares issued for each REalloys share). The EVTEC Holdings Group Limited investment ("EVTEC"), held by Blackbox, was initially recorded at its historical carrying value of $ 8.4 million as of the closing date. Management performed a fair value assessment of the investment as of February 24, 2026 in accordance with ASC 820 and ASC 321. Based on that assessment which reflected the failure of two contemplated public-market transaction pathways, persistent operational disruption resulting from a cyber-attack on EVTEC's primary customer, reduced FY2026 revenue guidance, and concentrated customer exposure, management concluded that the fair value of the investment as of the closing date was approximately $ 2.0 million. An impairment of approximately $ 6.4 million was recognized at the merger date, reducing the carrying value to $ 2.0 million. For further details on the reverse recapitalization's impact on equity see Note 8 and for impacts to stock-based compensation see Note 9 . Note 5 – Prepaid Expenses and Project Deposits Prepaid expenses and project deposits consist primarily of the unamortized value of consulting service agreements settled through issuance of common stock and advance payments to the Saskatchewan Research Council pursuant to the Company's pilot metallization project. Under stock-based consulting arrangements, the grant-date fair value of common shares issued for future services is recorded as a prepaid asset and amortized over the applicable service period in accordance with ASC 718 On November 20, 2025, the Company entered into a series of strategic arrangements with SRC to develop capabilities in rare-earth processing and metallization. The arrangements include, among other matters, a pilot-scale processing arrangement designed to evaluate and define processing parameters for dysprosium and terbium metallization and a commercial-scale engineering and processing facility arrangement intended to support development of a commercial-scale metallization facility. During the three months ended March 31, 2026, the Company paid deposits of $ 1.4 million related to the Pilot process and $ 1.0 million related to the commercial-scale metallization facility. As of March 31, 2026, the Company had not received equipment, goods, or services related to these deposits, and no equipment or facility assets had been delivered, commissioned, or placed into service. Accordingly, the Company recorded the $ 2.4 million as current prepaid deposits in the accompanying unaudited condensed consolidated balance sheet. The Pilot project is intended to support pilot-scale process development and validation activities. The pilot process and related pilot equipment are expected to provide the technical information necessary to determine processing specifications, equipment configuration, operating parameters, and other requirements for the Company’s planned commercial-scale metallization facility. Amounts paid relating to the Pilot are expected to be recognized as research and 12 project development expenses as the related services are performed, unless specific equipment, materials, or other assets are acquired that have an alternative future use and otherwise qualify for capitalization. Amounts paid relating to the commercial-scale metallization facility are expected to be capitalized as construction in progress or property and equipment only when the Company receives or obtains control of identifiable equipment, materials, construction activity, or other directly attributable costs that qualify for capitalization. Until such time, advance payments are recorded as current prepaid deposits and assessed for recoverability each reporting period. The agreements are time-and-materials arrangements, and total costs, timing, and scope remain subject to SRC work programs, procurement, technical results, and the Company’s approval of future expenditures. The Company has not recognized a liability for future amounts that may become payable under the arrangements because such amounts relate to future goods, services, or construction activities that had not been received or incurred as of March 31, 2026. The following table presents prepaid expenses and project deposits as of March 31, 2026 and December 31, 2025 (in thousands). Prepaid Expenses and Project Deposits March 31, 2026 ($) December 31, 2025 ($) Equity-based consulting prepaid (shares-for-services) $ 17,820 $ 34,987 Saskatchewan Research Council advance payments 2,400 Advertising and marketing prepaid 974 Professional fees and other prepaid 1,000 Total prepaid expenses and project deposits $ 22,194 $ 34,987 Note 6 – Mineral Properties and Machinery and Equipment The Hoidas Lake Rare Earth Element Project comprises 14 contiguous mineral claims totaling 12,522 hectares in Saskatchewan, Canada. The property is in the exploration and evaluation stage. Costs associated with acquisition of mineral properties are capitalized; exploration costs are expensed as incurred. No depletion has been recognized as the property has not been placed into production. Mineral claims remain in good standing through assessment credits with minimum required expenditures deferred through dates ranging from October 2027 to June 2029. As of March 31, 2026, no impairment indicators were identified with respect to the Hoidas Lake mineral property or the Euclid Magnet Facility fixed assets. Depreciation expense for the three months ended March 31, 2026 was included in depreciation and amortization expense in the condensed consolidated statements of operations. Machinery and equipment are recorded at cost and consist primarily of equipment and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The Company evaluates mineral properties and machinery and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Mineral properties and machinery and equipment were $ 50.8 million and $ 50.9 million as of March 31, 2026 and December 31, 2025, respectively. The following table presents mineral properties and machinery and equipment as of March 31, 2026 and December 31, 2025 (in thousands) Mineral Properties and machinery and equipment March 31, 2026 ($) December 31, 2025 ($) Mineral properties $ 50,532 $ 50,532 Property and equipment 655 655 Leasehold improvements and other 135 Less: Accumulated depreciation ( 483 ) ( 334 ) Total mineral properties and machinery and equipment $ 50,838 $ 50,852 13 Note 7 – Accrued Liabilities Accrued liabilities consist primarily of accrued professional fees, including legal, accounting, and consulting services, as well as other general and administrative liabilities incurred in the normal course of business. Accrued liabilities were $ 2.1 million and $ 3.3 million as of March 31, 2026 and December 31, 2025, respectively. Note 8 – Stockholders' Equity (Deficit) Common Stock The Company i s authorized to issue 350,000,000 shares of common stock, par value $ 0.001 per share. As of March 31, 2026 and December 31, 2025, there were approximately 61,214,537 and 49,293,557 shar es of common stock issued and outstanding, respectively. Reverse Recapitalization Impact on Equity On February 24, 2026, the Company completed a reverse recapitalization transaction (the Merger) with Blackbox, which resulted in a recapitalization of the Company’s equity structure. As part of the transaction, the historical equity of REalloys was retroactively adjusted to reflect the legal capital structure of Blackbox. Accordingly, all share and per-share amounts presented in the accompanying Condensed Consolidated Financial Statements have been retroactively adjusted to reflect this transaction. In connection with the reverse recapitalization, the Company assumed 123,875 outstanding options of Blackbox. All such options were fully vested as of the closing date of the reverse recapitalization and did not require any post‑closing service from the holders. Accordingly, no additional compensation cost was recognized in connection with the assumption of these awards and no stock‑based compensation expense is recognized for these options in periods subsequent to the reverse recapitalization. Following the transaction, the assumed options continue to be classified as equity instruments and are presented within additional paid‑in capital in the Company’s condensed consolidated balance sheets. After the Merger's close and on or before March 31, 2026, 62,500 options were exercised with a weighted average exercise price of $ 9.81 , The options acquired have a weighted average remaining life of 6.1 years and weighted average exercise price of $ 9.81 per option. Additionally, in connection with the reverse recapitalization, the Company assumed warrants for an aggregate of 100,245 common shares, with a weighted average remaining life of 2.6 years and weighted average exercise price of $ 13.19 per warrant. Following the transaction, the assumed options and warrants continue to be classified as equity instruments and are presented within additional paid‑in capital in the Company’s condensed consolidated balance sheets. The Company's March 2025 warrants to purchase up to 5,000,000 shares of the Company's common stock at an exercise price of $ 10.00 per share were converted on the closing of the reverser recapitalization pursuant to the terms of the warrant and the Blackbox merger agreement. The converted aggregate number of the Company's common stock available under the warrants is 2,064,500 with a converted exercise price of $ 24.22 per share with a remaining life of approximately 9 years. Following the transaction, the warrants continue to be classified as equity instruments and are presented within additional paid‑in capital in the Company’s condensed consolidated balance sheets. Series A Preferred Stock At the close of the Merger, the Company recognized 10,000,000 shares of authorized preferred stock at $ 0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $ 0.001 par value, and 2,400,000 of which are designated as “Series B Convertible Preferred Stock” at $ 0.001 par value. Shares of the Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes on matters submitted to Company stockholders. There are 3,269,998 shares of Series A Stock outstanding of which 1,634,999 14 shares each are owned by Gust Kepler, former CEO of Blackbox and Leonard Sternheim, the Company's CEO and Director. Series A Preferred Stock Option Agreements Prior to the closing of the Merger, Company and Gust Kepler, former CEO of Blackbox, executed an Option Agreement (the “Option Agreement”), pursuant to which the Company has the right to call for redemption and Gust Kepler shall have the right to cause the Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock of the Company held by Gust Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox.io, Inc. (“Blackbox Operating”), a Delaware corporation and wholly owned subsidiary of the Company. See Note 15 for details of the subsequent redemption of the call option by Mr. Kepler. Contingent Value Rights Agreements At the Closing of the Merger, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”). The CVR Agreement provides that each share of Blackbox Common Stock held by stockholders immediately prior to the Merger's closing will receive a dividend of one contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox Operating (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction. A CVR Transaction is generally a transaction pursuant to which (i) Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders. The CVR payment obligations will expire February 24, 2028. The CVRs are not be transferable, except in certain limited circumstances, are not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned. Additional Paid-In Capital Additional paid-in capital primarily consists of amounts received in excess of par value from the issuance of common stock, as well as the impact of the reverse recapitalization transaction. Transaction costs directly attributable to the reverse recapitalization were recorded as a reduction to additional paid-in capital. Wa rrants and Other Equity Instruments The Company has issued warrants and other equity-linked instruments in connection with prior financing transactions. These instruments are evaluated for classification as either equity or liabilities in accordance with applicable accounting guidance. Certain warrants are classified as liabilities and are remeasured at fair value each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations. Public Offering — March 9, 2026 On March 9, 2026, the Company completed an underwritten public offering (the “Offering”) pursuant to an effective registration statement on Form S-3, at a price of $ 18.50 per share. The Company issued 2,702,702 shares of common stock and received gross proceeds of $ 50.0 million, resulting in net proceeds of approximately $ 46.8 million after deducting underwriting discounts and offering expenses. Concurrently with the Offering, the Company terminated the at-the-market equity offering program (effective March 5, 2026), under which Blackbox had raised approximately $ 2.2 million between its inception and February 19, 2026, the last day of active sales under the program. Special Warrants Conversion 15 Prior to the reverse recapitalization closing, REalloys Solutions Inc. had issued Special Warrants to certain investors for aggregate gross proceeds that were contractually entitled to convert into $ 38.0 million worth of REalloys shares upon a qualifying go-public transaction. At the February 24, 2026 closing, 2,093,664 shares of common stock were issued in connection with the conversion of all outstanding Special Warrants ( 2,093,664 shares × $ 18.15 per share = $ 38.0 million). The carrying value of the Special Warrant liability was adjusted from $ 34.6 million to $ 38.0 million (a $ 3.4 million loss on remeasurement) immediately prior to derecognition, and the $ 38.0 million was reclassified to additional paid-in capital upon conversion. See Note 10 - Fair Value Measurements . SAFE Conversions All outstanding Simple Agreements for Future Equity converted into 166,116 shares of common stock upon the February 24, 2026 qualifying go-public transaction. The aggregate carrying value of SAFE liabilities of $ 3.0 million was reclassified to additional paid-in capital upon conversion. Series X and Series C Preferred Stock Conversion On February 23, 2026, substantially contemporaneously with the Merger, the Company closed the second tranche of its previously announced private placement of Series X Preferred Stock, issuing 3,000 shares for aggregate gross proceeds of $ 3,000 . Each share of Series X Preferred Stock was exchanged on the Effective Date for one share of Series C Convertible Preferred Stock of the combined company. The Company incurred costs of $ 400 related to the issuance of Series C Convertible Preferred Stock during the three months ended March 31, 2026. During the three months ended March 31, 2026, all outstanding shares of Series C Convertible Preferred Stock were converted into shares of the Company’s common stock in accordance with their terms. In accordance with the reverse recapitalization accounting, the Series X Preferred Stock outstanding at December 31, 2025 and at any time during the three months ended March 31, 2026, have been retroactively recast as Series C preferred stock, and the previously reported Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated balance sheets or unaudited condensed consolidated statements of mezzanine equity and stockholders’ equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. Note 9 – Stock-Based Compensation In December 2025, the Company’s board of directors adopted the REalloys Inc. 2025 Long‑Term Incentive Plan (the “2025 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), deferred share units (“DSUs”), performance awards and other share‑based awards to employees, directors and eligible service providers. The 2025 Plan became effective in connection with the Company’s go‑public transaction and listing on The Nasdaq Stock Market on February 25, 2026. The maximum number of shares of common stock that may be issued under the 2025 Plan is 8,500,000 , subject to adjustment in the event of stock splits, stock dividends, recapitalizations and other similar events as provided in the 2025 Plan. Pursuant to the Blackbox recapitalization, the 2021 Blackbox, Inc. Incentive Stock Plan (the “2021 Plan”), remains in effect, with 612,500 shares authorized to be issued under the plan. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors. The executive and director stock, non-performance and non-market based RSU awards and unvested stock options granted under the 2021 plan are accounted for as equity-classified share-based payment arrangements under ASC 718, with compensation cost recognized over the applicable requisite service periods and a corresponding increase to additional paid-in capital. Performance-based RSU awards are recognized only when achievement of the applicable performance condition is considered probable. Market-based awards are measured at grant-date fair value and recognized over the requisite service period regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. For service agreements in which common shares are issued in exchange for services with non-employees, other than Directors and Officers, the grant-date fair value is recorded as a prepaid asset and amortized on a straight-line basis over the service period. Awards modified in connection with the reverse recapitalization 16 Prior to the Transaction, Private REalloys Inc., granted restricted share units (“RSUs”) and restricted performance share units (“RPSUs”) under its equity incentive plan. In connection with the reverse recapitalization described in Note 1 - Reverse Recapitalization , each outstanding RSU and RPSU was converted in accordance with the REalloys Inc. 2025 Long‑Term Incentive Plan, which provides that, in the event of a recapitalization, reorganization, merger, consolidation, share exchange or other similar corporate transaction affecting the fair value of an award, the Committee shall adjust the number and type of shares subject to outstanding awards and other applicable terms so that the fair value of the award immediately after the transaction equals the fair value of the award immediately prior to the transaction. Accordingly, the Company adjusted the number of shares subject to the outstanding RSUs and RPSUs using the applicable exchange ratio, 0.4129 , shares of Public REalloys Inc., common stock for each underlying share of Private REalloys common stock, while preserving the underlying economic value of the awards immediately before the reverse recapitalization. The service‑based and performance conditions vesting terms of the awards remained unchanged as they were granted in contemplation of a public listing. The conversion was accounted for as a modification of equity‑classified awards and an equity restructuring under ASC 718, with no impact on the fair value of the converted awards. Immediately prior to the reverse recapitalization, there were 12,000,000 RSUs and 5,500,000 RPSUs outstanding, all granted to the CEO of then Private REalloys Inc., now Public REalloys Inc. As a result of applying the 0.4129 exchange ratio, and the modification terms of these awards under the 2025 incentive plan, the awards converted into 3,407,718 RSUs and 1,135,919 RPSUs over Public REalloys Inc., common stock, which are included in the stock-based compensation tables presented below. Also, in connection with the reverse recapitalization, the Company assumed outstanding stock options of Blackboxstock Inc. All such options were fully vested as of the closing date of the transaction and, accordingly, no future service was required from the holders after the closing date. As a result, the assumed options do not give rise to post‑transaction stock‑based compensation expense and are not included in the Company’s share‑based compensation disclosures for the three months ended March 31, 2026. Instead, these assumed options are reflected within equity as part of the reverse recapitalization and related capitalization of the Company. See Note 8– Stockholders' Equity (Deficit). The following table summarized the number of stock-based awards granted by the Company and the weighted-average grant date fair value per unit for the three-month periods ended March 31, 2026 and 2025, respectively: Three months Ended March 31, 2026 March 31, 2025 Weighted- Weighted- Stock-Based Average Stock-Based Average Awards Exercise Awards Exercise Granted Price Granted Price Restricted stock units - 2025 plan 3,509,650 $ 18.15 - $ - 3,509,650 - The following tables shows stock-based compensation expense by award type (in thousands): Three months Ended March 31, 2026 March 31, 2025 Stock awards 16,941 Restricted stock units 64,830 - Restricted Performance share units - - Total stock-based compensation expense $ 81,771 $ - RSU, Market-based RSU and Performance-based RSU Awards The Company granted market-based restricted stock units covering 1,375,000 equivalent shares of common stock to its Chief Executive Officer, Leonard Sternheim, with a grant date of December 15, 2025. The grant-date fair value of these awards grant-date fair value using a Monte Carlo simulation model. The grant-date fair value was estimated at $ 11.5 million, based on an implied initial market capitalization of approximately $ 512.1 million, an expected volatility of 90.0 %, risk-free interest rates based on U.S. Treasury yields, an expected term consistent with the five-year performance 17 period, and an assumption of no expected dividends. Compensation cost for this award is recognized over the requisite service period beginning on the grant date and is not reversed if the market condition is not ultimately achieved, provided that the requisite service has been rendered. In addition, Mr. Sternheim holds 568,182 performance-based restricted stock units (RPSUs) that vest upon achievement of specified milestones, including: a qualifying strategic offtake or processing agreement, generating $ 50.0 million in revenue, raising $ 100.0 million in capital, or sustaining a $ 1.0 billion market capitalization for 30 consecutive trading days. No expense has been recognized for the RPSUs as vesting has not been determined to be probable. The following table summarizes the activity related to the Company’s RSU awards during the period presented: Weighted- Average Number of Grant Date Shares Fair Value Nonvested as of January 1, 2026 12,000,000 $ 5.00 Converted in reverse recapitalization 3,305,785 18.15 Granted 3,509,650 18.15 Vested ( 3,407,718 ) 18.15 Cancelled/Forfeited - - Nonvested as of March 31, 2026 3,407,718 $ 18.15 The following table summarizes the activity related to the Company’s market-based RSU awards: Weighted- Average Number of Grant Date Awards Fair Value Nonvested as of January 1, 2026 1,375,000 $ 8.35 Converted in reverse recapitalization 567,738 20.22 Granted - - Vested - - Cancelled/Forfeited - - Nonvested as of March 31, 2026 567,738 $ 20.22 18 The following table summarizes the activity related to the Company’s performance-based RSU awards: Weighted- Average Number of Grant Date Awards Fair Value Nonvested as of January 1, 2026 4,125,000 $ 5.00 Converted in reverse recapitalization 568,182 18.15 Granted - - Vested - - Cancelled/Forfeited - - Nonvested as of March 31, 2026 568,182 $ 18.15 Shares-for-Services Consulting Agreements The Company has entered into equity-based consulting agreements with various advisors and service providers under which shares of common stock were issued in exchange for future services. The unamortized fair value of shares issued is recorded as a prepaid asset and recognized as consulting expense over the applicable service period. For the three months ended March 31, 2026, stock-based compensation expense was $ 81.8 million. As of March 31, 2026, total unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested equity awards was $ 91.4 million, which is expected to be recognized over a weighted-average period of 3.35 years. Note 10 – Fair Value Measurements The Company measures certain financial liabilities at fair value on a recurring basis, including contingent consideration and certain warrant liabilities.These liabilities are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Changes in the fair value of these liabilities are recognized in the condensed consolidated statements of operations. For the three months ended March 31, 2026 and 2025, the Company recognized changes in fair value of approximately $ 3.4 million and $ 0.8 million, respecti vely. Derivative Instruments The Company's derivative instruments pertain to the acquisition-related contingent consideration in the form of special warrants (the "Special Warrants") issued by the Company on May 29, 2024 (the "Issuance Date"). The Special Warrants were recorded as acquisition-related contingent consideration and relate to warrants that automatically converted into $ 38.0 million worth of the Company’s common shares upon completion by the Company of a liquidity event (as defined in the share purchase agreement). All unconverted warrants become null and void if not converted on or before December 31, 2026. The fair value of the acquisition-related contingent consideration was determined using the probability-weighted expected return method (“PWERM”) valuation model, with the following range of key assumptions used in the PWERM: the timing of a liquidity event of February 2026 and March 2026, a discount rate of 3.66 % and 3.60 %, the probability of timing of a liquidity event of 80 % and 15 %, and a discount for lack of marketability of 3.7 % and 5.7 %. Accordingly, the acquisition-related contingent consideration is measured at fair value on a recurring basis using unobservable inputs; therefore, this instrument represents a Level 3 measurement within the fair value hierarchy. The fair value of the special warrant liability at the time of initial recognition was $ 28.4 million. Because the valuation model uses unobservable inputs, there is inherent uncertainty in measuring the fair value of this contingent consideration, and actual results may differ from these estimates. In February 2026, the Company completed its merger with Blackbox, which constituted a liquidity event as defined under the share purchase agreement. Prior to conversion, the carrying value of the Special Warrant liability was adjusted from $ 34.6 million to the contractual conversion amount of $ 38.0 million, resulting in a fair value loss of $ 3.4 million recorded in earnings. The Special Warrants then automatically converted into 2,093,664 common shares of the Company on February 24, 2026, and the$ 38.0 million liability was derecognized with an offsetting credit to additional paid-in capital. As of March 31, 2026 and December 31, 2025, the fair value of the Special Warrant liability was $ 0 and 19 $ 34.6 million, respectively. During the three months ended March 31, 2026 and 2025, the Company recorded a change in fair value of the contingent consideration of $ 3.4 million (loss) and $ 0.8 million (loss), respectively. The following table sets forth a summary of changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2026 (in thousands): Balance as of December 31, 2025 $ 34,561 Change in fair value 3,439 Conversion to equity upon liquidity event ( 38,000 ) Balance as of March 31, 2026 $ - The following table sets forth a summary of changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2025 (in thousands): Balance as of December 31, 2024 $ 29,364 Change in fair value ( 784 ) Balance as of March 31, 2025 $ 30,148 Note 11 – Commitments and Contingencies The Company may be subject to claims and contingencies in the normal course of business. As of March 31, 2026, management is not aware of any material legal proceedings requiring disclosure. At March 31, 2026, the company has general and administrative commitments of $ 759 which are expected to be settled in the next 12 months. Details of the Company's other commitments are as follows (in thousands): Operating Leases (ASC 842) Right-of-Use Assets and Lease Liabilities March 31, 2026 ($) December 31, 2025 ($) ROU lease asset, net 789 602 Lease liability, current 278 2 Lease liability, long-term 518 536 Total lease liability $ 796 $ 538 SRC Commitments On November 20, 2025, the Company executed four agreements with the SRC. See Note 5 for additional details. The Company currently anticipates that, subject in all cases to progress, scope refinement, and the Company’s ongoing approval, it may advance the following in relation to the SRC arrangements (in thousands): (In thousands) Activity 2026 ($) 2027 ($) 2028 ($) Total Pilot HREE Metallization $ 3,970 $ 5,520 $ - $ 9,490 Commercial HREE Metallization 21,830 17,390 - 39,220 SRC REPF Upgrade 6,530 7,970 6,120 20,620 Total $ 32,330 $ 30,880 $ 6,120 $ 69,330 Concurrently, the Company entered into a long-term supply arrangement with SRC pursuant to which SRC will supply the Company with rare earth oxide and metal products produced using the expanded processing capabilities. In consideration of the prepaid advances, the Company is entitled to priority off-take rights, including an upfront allocation of 80 % of forecast annual production and a right of first refusal on uncommitted volumes. Products are purchased at SRC’s cost of production plus an agreed margin at reasonable commercial rates, subject to customary adjustments and applicable 20 taxes. The supply arrangement includes standard delivery, take-or-pay, and force majeure provisions and is non-recourse to the Company beyond its obligation to pay for approved expenditures and delivered product. No expenditures or activity related to the supply agreement were approved on or before March 31, 2026. Acquisition Related Commitments & Contingencies The Hoidas Lake Property asset that was acquired on May 29, 2024, is subject to a 1.8 % Net Smelter Return (“NSR”) royalty. The NSR royalty has a maximum value of $ 1 million Canadian Dollars. Per the agreement, the royalty is paid quarterly from gross revenue after the project attains commercial production. These royalty payments represent a contingent consideration liability that the Company will recognize when it becomes probable and reasonably estimable or when the contingency is resolved. Contingent Value Rights Agreement Pursuant to the the Merger with Blackbox, the Company entered into a The CVR. The CVR Agreement provides that each share of Blackbox Common Stock held by stockholders immediately prior to the Merger's closing will receive a dividend of one contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox Operating (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction. A CVR Transaction is generally a transaction pursuant to which (i) Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders. The CVR payment obligations will expire February 24, 2028. The CVRs are not be transferable, except in certain limited circumstances, are not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned and no amounts were known to be or probably to be payable under the agreement at March 31, 2026. Note 12 – Related Party Transactions On June 3, 2024, the Company entered into a promissory note agreement with a then 4.9 % stockholder of the Company, who is also related to the Co-founder, CEO & Director of the Company (the "Lender"), for the principal amount of $ 2.0 million, due upon the earlier of (i) January 31, 2026 and (ii) within two business days of the receipt by the Company of financing in excess of $ 10.0 million. The note bears no stated interest rate. The $ 10.0 million financing threshold was triggered upon closing of the March 9, 2026 public offering; accordingly, the outstanding balance is presented as current. During the three months ended March 31, 2026, the Company made a repayment of $ 50 , resulting in a balance of $ 44 at March 31, 2026. As a related party debt instrument with no stated interest charge, the Company records imputed interest at an estimated market rate of 18 % per annum. The Company recorded imputed interest of $ 400 for the year ended December 31, 2025 and approximately $ 3 for the three months ended March 31, 2026. Imputed interest is recorded as interest expense with a corresponding increase to additional paid-in capital. Note Payable — Isaac Sternheim Amount ($) Balance, December 31, 2025 $ 94 Repayment — February 3, 2026 ( 50 ) Balance, March 31, 2026 $ 44 In connection with the acquisition of PMTCM, the Company assumed an employment contract with Andrew Sherman, the chief executive officer of PMTCM and a significant shareholder of the Company. Pursuant to the employment agreement, Mr. Sherman is entitled to a one-time acquisition bonus of $ 250 and a base salary of $ 30 per month. No amounts have been paid to date. As of March 31, 2026 and December 31, 2025, the accrued liability related to Mr. Sherman's employment contract was $ 700 and $ 610 , respectively. In connection with the acquisition of Blackbox, Mr. Kepler advanced the Company approximately $ 100 , all of which remained outstanding at March 31, 2026. 21 Note 13 – Segment Reporting The Company operates in one reportable segment. The Company’s Chief Executive Officer has been identified as the Chief Operating Decision Maker (”CODM”). The CODM manages the Company as a single, integrated rare-earth development and supply chain enterprise focused on building a North American mine-to-magnet supply chain for U.S. Protected Markets. The CODM reviews the Company’s consolidated financial statements, including consolidated net loss and total operating expenses, to assess performance and allocate resources across the Company’s development activities. The Company is in the early stage of development and has not established ongoing commercial revenues or positive operating cash flows sufficient to cover operating costs. Accordingly, all resource allocation decisions are made at the consolidated enterprise level. The Company’s operating activities include mineral property exploration (HLREE), rare earth metal and magnet material production (Euclid Magnet Facility), metallization and processing development (SRC arrangement) and administrative functions, all of which are managed as components of a single integrated supply chain strategy. On February 24, 2026, the Company completed its previously announced merger transaction with Blackbox, which has been accounted for as a reverse recapitalization under ASC 805-40, with pre-merger REalloys Inc. (now REalloys Solutions Inc.) treated as the accounting acquirer. From the closing of the merger through March 31, 2026, Blackbox.io Inc., the legacy operating subsidiary of Blackbox, was a wholly owned consolidated subsidiary of the Company, and its results of operations for that period are included in the Company’s consolidated financial statements. Blackbox.io operates a consumer-facing financial-markets analytics SaaS platform whose products, customers, distribution channels, and regulatory environment are wholly dissimilar to the Company’s integrated rare-earth supply chain. The Company’s Chief Operating Decision Maker does not regularly review the discrete operating results of Blackbox.io for purposes of resource allocation or performance assessment within the Company’s integrated rare-earth supply chain, and accordingly, those operations do not constitute a separate operating segment of the Company under ASC 280. In connection with the merger, the Company entered into an Option Agreement under which a third party holds an option to acquire Blackbox.io. The Option Agreement had not been exercised as of March 31, 2026; its prospective exercise would result in the deconsolidation of Blackbox.io under ASC 810-10-40-5 and equity-method accounting under ASC 323. The pending Option Agreement is described as a subsequent event in Note 15 – Subsequent Events. 22 Note 14 – Loss per Share The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings or loss per common share to the weighted-average common shares outstanding used in the calculation of diluted earnings or loss per common share: Three months In thousands, except per share data March 31, 2026 March 31, 2025 Numerator: Net loss $ ( 106,718 ) $ ( 1,742 ) Less: Preferred stock dividends accrued - - Net income available to common stockholders ( 106,718 ) ( 1,742 ) Numerator for basic and diluted EPS $ ( 106,718 ) $ ( 1,742 ) Denominator: Weighted-average common shares outstanding 53,954,052 32,593,867 Diluted weighted-average common shares outstanding 53,954,052 32,593,867 Weighted-average preferred shares outstanding 1,625 116 Earnings (loss) per share: Basic $ ( 1.98 ) $ ( 0.05 ) Diluted $ ( 1.98 ) $ ( 0.05 ) Excluded Securities: Warrants and options to purchase 2,164,745 and 61,375 shares of common stock, 3,407,718 restricted share units and 1,135,920 restricted performance share units, and 3,269,988 shares of Series A Preferred Stock were outstanding in the three months ending March 31, 2026 but were not included in the computation of diluted EPS because they were anti-dilutive Note 15 – Subsequent Events The Company has evaluated subsequent events from April 1, 2026 through May 20, 2026, the date the financial statements were issued. The following events are disclosed in accordance with ASC 855, Subsequent Events. Conversion of Series A Convertible Preferred Stock On April 14, 2026, a holder converted 550,000 shares of Series A Convertible Preferred Stock into 550,000 shares of common stock on a one -for-one basis pursuant to the conversion terms of the Certificate of Designations of the Series A Preferred Stock. Series A Preferred Option Exercise — May 5, 2026 On May 5, 2026, Gust Kepler exercised his put right under the Option Agreement dated February 24, 2026. Pursuant to the Option Exercise Agreement: (i) Gust Kepler transferred an aggregate of 1,084,999 shares of the Company's Series A Convertible Preferred Stock to the Company; and (ii) the Company transferred an aggregate of 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc. (representing all of the Series A Preferred Stock of Blackbox.io owned by the Company) to Gust Kepler (the “Option Exercise”). The Option Exercise reduces the outstanding and available Series A Preferred Stock balance at the Company and extinguishes the Company’s Series A Preferred Stock holding in Blackbox.io. Following the Option Exercise, Blackbox.io ceased to be a subsidiary of the Company. 23