What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-20 · 325 added, 253 removed, 350 unchanged (62% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(unaudited) (audited)

1 unchanged sentence

Cash $ 122,357 $ 2,824

Restricted cash 7,500 -

Accounts receivable, net of allowance for credit losses of $ 0

Inventory 3 -

Prepaid expenses 17,230 34,987

6 unchanged sentences

Machinery and equipment, net 310 321

Construction in Progress 973 -

Operating lease right-of-use asset, net 569 602

Investments 2,000 -

Total non-current assets 55,677 54,848

3 unchanged sentences

Accounts payable and accrued expenses 4,121 3,433

Deposit Liability 7,500 -

Accrued expenses, related party 790 610

Unearned subscriptions 630 -

Current portion of operating lease liabilities 68 2

Other notes payable 317 -

Note payable, related party 44 94

11 unchanged sentences

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

15,000 shares authorized, 0 and 684 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

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

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

1,634,999 shares authorized, 1,634,999 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 68,782,077 and 49,293,557 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid in capital 415,196 116,946

10 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

(unaudited) (unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(unaudited) (unaudited) (unaudited) (unaudited)

$ 804 $ 440 $ 1,510 $ 440

Operating expenses:

Cost of sales

329 219 628 219

Software development costs 34 - 68 -

General and administrative

36,031 1,056 121,432 1,924

Advertising and marketing 1,310 - 3,851 -

5 unchanged sentences

Change in fair value of contingent consideration - ( 2,096 ) 3,439 ( 1,312 )

Deferred cash consideration late payment penalties - 3,300 - 3,300

Impairment expense

12 unchanged sentences

(In thousands, except share data)

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Series C Preferred Shares Series A Preferred Shares

18 unchanged sentences

Balances as of March 31, 2026 - - 3,269,998 3 61,214,537 $ 60 $ 289,348 $ ( 187,843 ) $ 101,568

Issuance of common stock, net of offering costs - - - - 7,017,540 7 95,393 - 95,400

Conversion of Series A preferred stock - - ( 550,000 ) ( 1 ) 550,000 1 - - -

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

1 unchanged sentence

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.

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Series C Preferred Shares Series A Preferred Shares

1 unchanged sentence

Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit)

Reacquisition and cancellation of Series A preferred stock - - ( 1,084,999 ) ( 1 ) - - 55 - 54

Stock-based compensation expense - - - - - - 30,398 - 30,398

Exercise of stock options - - - - - - - - -

Capital contribution for imputed interest - - - - - - 2 - 2

Net loss — Q2 2026 - - - - - - - ( 36,818 ) ( 36,818 )

Balances, June 30, 2026 - $ - 1,634,999 1 68,782,077 $ 68 $ 415,196 $ ( 224,661 ) $ 190,604

Six Months Ended June 30, 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 )

3 unchanged sentences

Issuance of preferred stock and common stock for cash 413 - - - 2,064,500 2 769 - 771

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.

Issuance of common shares for services - - - - 1,858,050 - - - -

2 unchanged sentences

Balances as of March 31, 2025 413 $ - - - 41,290,000 $ 40 $ 5,882 $ ( 7,191 ) $ ( 1,269 )

Imputed interest treated as a capital contribution - - - - - - 91 - 91

Net loss - - - - - - - ( 2,200 ) ( 2,200 )

Balances, June 30, 2025 413 $ - - - 41,290,000 $ 40 $ 5,973 $ ( 9,391 ) $ ( 3,378 )

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

4 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

(unaudited) (unaudited)

Net loss $ ( 143,536 ) $ ( 3,943 )

5 unchanged sentences

Stock-based compensation expense 113,860 -

Deferred cash consideration penalty - 3,300

Change in fair value of contingent consideration 3,439 ( 1,312 )

3 unchanged sentences

Accounts payable and accrued expenses 206 532

Unearned subscriptions ( 108 ) -

Accounts receivable ( 1,165 ) ( 344 )

Operating lease liability ( 18 ) -

Operating lease liability & Other ( 35 ) ( 16 )

Net cash used in operating activities ( 17,720 ) ( 702 )

Cash flows from investing activities

Cash acquired in reverse recapitalization 398 -

Purchase of fixed assets ( 2 ) -

Cash acquired in reverse recapitalization, net of deconsolidation 330 -

Capital deposits and construction in progress ( 8,370 )

Purchase of machinery and equipment ( 24 ) ( 10 )

Net cash provided by investing activities ( 8,064 ) ( 10 )

4 unchanged sentences

Payment of deferred cash consideration - ( 139 )

Proceeds from share subscription liability

Proceeds from public offering of common stock

Proceeds from issuance of Series C Preferred Stock 2,600 -

Proceeds from issuance of common stock 142,522 881

Net cash provided by financing activities 145,317 1,077

2 unchanged sentences

Cash and restricted cash, end of period 122,357 478

Supplemental cash flow information:

Cash paid for interest - -

Cash paid for income tax - -

Supplemental disclosures of non-cash investing and financing activities:

2 unchanged sentences

Special Warrants converted to equity 38,000 $ -

Common stock issued 48 $ -

Net assets acquired in recapitalization 6,234 $ -

Net assets acquired in recapitalization, net of deconsolidation 6,228 $ -

Conversion of Series C Preferred Stock 13,326 $ -

Issuance of common shares for services $ 10,880 $ -

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

15 unchanged sentences

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.

(“PMTCM”), on March 31, 2025, which became a wholly owned subsidiary, and which operates the Euclid facility in Euclid, Ohio.

The Euclid facility produces rare earth metals, alloys and magnet materials for the Defense Logistics Agency, the U.S.

Department of Energy’s AMES National Laboratory and industry clients, and the Company is evaluating opportunities to scale production to meet a portion of U.S.

protected market demand.

2 unchanged sentences

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.

(“Blackbox”) in which REalloys was determined to be the accounting acquirer.

See Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

The Company’s common stock commenced trading on The Nasdaq Capital Market under the symbol "ALOY" on February 25, 2026.

Basis of Presentation

5 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Blackbox.io, Inc.

("Blackbox.io") was a consolidated subsidiary from February 25, 2026, through May 5, 2026, and was deconsolidated effective May 5, 2026.

The results of operations are included in the Company’s consolidated results for that period only.

See Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

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.

2 unchanged sentences

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.

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 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.

The preparation of financial statements in conformity with 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.

Significant estimates include, but are not limited to, accounting for the reverse recapitalization transaction, the valuation of equity instruments and stock-based compensation, the fair value of the retained interest in Blackbox.io on deconsolidation, 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 the nature of the underlying goods or services procured and received.

Areas of judgment include the useful life of equipment, including equipment associated with our pilot project, whether such equipment or materials have alternative future use, and whether costs are directly attributable to preparing any long-lived asset for its intended use.

See Note 5 – Prepaid Expenses and Project Deposits .

Restricted Cash

3 unchanged sentences

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

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.

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 restricted cash to the investors.

There was no restricted cash balance as of June 30, 2026, or December 31, 2025.

Revenue Recognition

1 unchanged sentence

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.

Subscription revenue from the Blackbox trading analytics platform was recognized ratably over the subscription period on a straight-line basis through May 5, 2026, the date Blackbox.io was deconsolidated.

See Note 4 - Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

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.

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.

Baseline obligations (operating costs, lease payments, and contractual commitments that cannot be deferred or eliminated) were estimated to be substantially below the 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.

On June 24, 2026, the Company completed a private placement of common shares generating net proceeds of approximately $ 95.4 million.

There has been no deterioration 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.

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 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

On February 24, 2026, the Company completed a reverse recapitalization with Blackboxstocks Inc.

(“Blackbox”) pursuant to the Agreement and Plan of Merger, as amended.

REalloys was the accounting acquirer, and the transaction was not treated as a business combination under ASC 805.

Accordingly, Blackbox’s assets and liabilities were recorded at historical carrying values, no goodwill or intangible assets were recognized in connection with the transaction, and all share and per-share amounts have been retroactively adjusted to reflect the exchange ratio of 0.4129 .The Company’s historical financial statements are a continuation of those of REalloys.

The transaction is described in full in the Company’s Current Report on Form 8-K/A filed May 12, 2026, and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which includes the screen test analysis, the concentration of value assessment, the resulting ownership percentages and the retroactive restatement mechanics.

Net assets acquired were $ 6.2 million, including $ 0.4 million of cash.

See Note 8 - Stockholders’ Equity for the impact on equity, Note 9 - Stock-Based Compensation for stock-based compensation and Note 10 - Fair Value Measurements for the Special Warrant liability.

Investment in EVTEC Holdings Group Limited

The Company held an investment in EVTEC Holdings Group Limited investment ("EVTEC"), a private UK-based automotive components manufacturer, acquired through the February 24, 2026, reverse recapitalization with Blackbox.

The investment was recorded at its historical carrying value of $ 8.4 million on the closing date.

On February 24, 2026, in accordance with ASC 820 and ASC 321, the fair value of the investment was determined to be approximately $ 2.0 million.

An impairment of approximately $ 6.4 million was recognized at the merger date reflecting 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.

The investment was held by Blackbox.io, Inc.

and was derecognized on May 5, 2026, as part of the assets removed from the consolidated balance sheet following the loss-of-control over a subsidiary event described below.

The carrying value on the date of derecognition was $ 2.0 million.

No additional impairment was recognized in the three months ended June 30, 2026 , and the Company held no investment in EVTEC as of June 30, 2026.

Investments were $ 0 on the condensed consolidated balance sheets at both June 30, 2026 , and December 31, 2025.

Deconsolidation of Blackbox.io, Inc.

On May 5, 2026, Gust Kepler exercised his put right under the Option Agreement dated February 24, 2026.

Pursuant to the Option Exercise Agreement, Mr.

Kepler transferred 1,084,999 shares of the Company’s Series A Convertible Preferred Stock to the Company, and the Company transferred to Mr.

Kepler 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc.

(“Blackbox.io”), representing all such shares held by the Company.

Each share of Blackbox.io Series A Preferred Stock carries 100 votes per share and votes with the common stock as a single class.

Following the transfer, Mr.

Kepler holds a majority of the voting power of Blackbox.io.

The Company concluded that it no longer has the ability to elect or remove directors or otherwise direct the activities that most significantly affect Blackbox.io's economic performance and, accordingly, deconsolidated Blackbox.io effective May 5, 2026, in accordance with ASC 810-10-40.

The Company retains a common stock interest in Blackbox.io representing a non-controlling minority voting interest.

Upon deconsolidation the Company derecognized the assets and liabilities of Blackbox.io, including cash of $ 0.07 million and the $ 2 million carrying value of the investment in EVTEC described above.

Blackbox.io was in a net liability position and the aggregate carrying amount of the net liabilities derecognized was $ 0.05 million.

The consideration received consisted of 1,084,999 shares of the Company’s own Series A Convertible Preferred Stock, which were reacquired and cancelled.

The fair value of those shares on May 5, 2026, to be nominal, reflecting the conversion cap and leak-out provisions in Section 4 of the Option Agreement and the $ 1.00 aggregate consideration at which 1,634,999 shares of the same class changed hands between unrelated third parties on the same date.

The Company retained 3,226,145 shares of Blackbox.io common stock representing a non-controlling minority voting interest.

No value was ascribed to the retained interest, reflecting Blackbox.io’s net liability position.

The counterparty to the Option Exercise, now former, was an officer and director of Blackbox when the Option Agreement was entered, and an officer and director of Blackbox.io while it was under the Company's control, through the Option Exercise date.

The exchange was accounted for as a related party transaction and therefore, no gain or loss was recognized in the condensed consolidated statements of operations, and the $ 0.05 million net effect was recorded as an increase to additional paid-in capital.

See Note 8 - Stockholders’ Equity .

The retained common stock interest in Blackbox.io is accounted for under the measurement alternative of ASC 321 for equity securities without a readily determinable fair value, at cost less impairment, adjusted for observable price changes.

Its carrying value was nil at June 30, 2026 , and it is not separately presented on the condensed consolidated balance sheet.

The results of operations of Blackbox.io are included in the Company’s condensed consolidated statements of operations from February 25, 2026, through to the point of deconsolidation, May 5, 2026.

Blackbox.io was not material to the Company’s consolidated results of operations, financial position or cash flows for any period presented.

The Company’s continuing involvement with Blackbox.io following deconsolidation consists of the retained common stock interest described above and the Contingent Value Rights Agreement entered into at the closing of the Merger, which is described in Note 11 – Commitments and Contingencies .

Note 5 – Prepaid Expenses and Project Deposits

2 unchanged sentences

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 arrangements include, among other matters, a pilot-scale processing arrangement designed to evaluate and define processing parameters for dysprosium and terbium metallization, a

commercial-scale engineering and processing facility arrangement intended to support development of a commercial-scale metallization facility, and an upgrade of SRC’s existing Rare Earth Processing Facility.

See Note 11 – Commitments and Contingencies .

During the six months ended June 30, 2026, the Company paid aggregate advances to SRC of $ 14.4 million, of which $ 12.6 million remained recorded as project deposits at June 30, 2026, and $ 1.0 million was reclassified to construction in progress during the three months ended June 30, 2026 upon the Company obtaining control of identifiable equipment and directly attributable costs qualifying for capitalization.

See Note 11 – Commitments and Contingencies .

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

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.

Amounts paid relating to the Pilot are expected to be recognized as research and 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 capitalized as construction in progress or machinery and equipment when the Company receives or obtains control of identifiable equipment, materials, construction activity, or other directly attributable costs that qualify for capitalization.

Advance payments for which the Company has not received or otherwise obtained control of equipment or services remain recorded as project deposits and are 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 ($)

The following table presents prepaid expenses and project deposits as of June 30, 2026, and December 31, 2025 (in thousands).

June 30, 2026 ($)

December 31, 2025 ($)

4 unchanged sentences

Total prepaid expenses and project deposits $ 29,844 $ 34,987

Note 6 – Mineral Properties and Machinery and Equipment

The following table summarizes the activity of project deposits as of the six months ending June 30, 2026.

Project Deposits — Activity for the Six Months Ended June 30, 2026 (amounts in thousands) :

Balance at December 31, 2025 Advances paid Transferred to construction in progress Recognized in expense Balance at June 30, 2026

Pilot HREE Metallization $ - $ 1,315 $ - $ ( 315 ) $ 1,000

Commercial HREE Metallization 0 8,370 ( 973 ) ( 281 ) 7,116

SRC REPF Upgrade - 3,898 - ( 200 ) 3,698

Supply agreement - 800 - - 800

Total project deposits $ - $ 14,383 $ ( 973 ) $ ( 796 ) $ 12,614

Note 6 – Mineral Properties and Machinery and Equipment , and Construction in Progress

The Hoidas Lake Rare Earth Element Project comprises 14 contiguous mineral claims totaling 12,522 hectares in Saskatchewan, Canada.

4 unchanged sentences

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.

During the three months ended June 30, 2026, $ 1.0 million was reclassified from project deposits to construction in progress as the Company has received or otherwise obtained control of identifiable equipment related to its SRC commercial-scale metallization facility.

Construction in progress is not depreciated until the related assets are placed in service.

See Note 5 – Prepaid Expenses and Project Deposits .

As of June 30, 2026, no impairment indicators were identified with respect to the Hoidas Lake mineral property or the Euclid facility fixed assets.

Depreciation expense for the three months ended June 30, 2026, was included in depreciation and amortization expense in the condensed consolidated statements of operations.

Machinery and equipment are recorded at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets.

Construction in progress represents costs incurred on assets not yet placed in service and is not depreciated.

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 ($)

Mineral properties and machinery and equipment were $ 51.8 million and $ 50.9 million as of June 30, 2026, and December 31, 2025, respectively.

The following table presents mineral properties, machinery and equipment, and construction in progress as of June 30, 2026, and December 31, 2025 (in thousands)

June 30, 2026 ($)

December 31, 2025 ($)

1 unchanged sentence

$ 50,532 $ 50,532

Property and equipment 655 655

Leasehold improvements and other 135

Machinery and equipment 679 655

Construction in Progress 973 -

Accumulated depreciation

( 369 ) ( 334 )

Total mineral properties and machinery and equipment $ 50,838 $ 50,852

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.

Total mineral properties, machinery and equipment, and construction in progress $ 51,815 $ 50,853

Note 7 – Accounts payable and accrued expenses

Accounts payable and accrued expenses 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 $ 4.1 million and $ 3.4 million as of June 30, 2026, and December 31, 2025, respectively.

Note 8 – Stockholders' Equity (Deficit)

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.

As of June 30, 2026, and December 31, 2025, there were approximately 68,782,077 and 49,293,557 shar es of common stock issued and outstanding, respectively.

Reverse Recapitalization

In connection with the February 24, 2026, reverse recapitalization, the Company issued 4,480,437 shares to former Blackbox stockholders, 2,093,664 shares on the automatic conversion of the Special Warrants (see Note 10 – Fair Value Measurements ), 160,606 shares on the conversion of all outstanding SAFEs, and 1,077,353 commitment shares.

outstanding Series C Convertible Preferred Stock converted into 1,374,018 shares of common stock during the three months ended March 31, 2026.

Public and Private Offerings

On March 9, 2026, the Company completed an underwritten public offering of 2,702,702 shares at $ 18.50 per share for gross proceeds of $ 50.0 million and net proceeds of approximately $ 46.8 million.

In connection with the offering the Company terminated the at-the-market equity program inherited from Blackbox, effective March 5, 2026.

On June 24, 2026, the Company entered into a securities purchase agreement with certain accredited investors providing for the issuance and sale of 7,017,540 shares of common stock at $ 14.25 per share for aggregate gross proceeds of approximately $ 100.0 million.

Net proceeds were approximately $ 95.4 million after placement agent fees and offering expenses.

The offering closed June 26, 2026.

The shares were issued in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D and are restricted securities.

On June 29, 2026, the Company filed an automatic shelf registration statement on Form S-3 including a resale prospectus covering all 7,017,540 shares.

Shares Committed and Not Yet Issued

During the six months ended June 30, 2026, the Company entered into share-settled consulting arrangements covering 1,000,000 shares of common stock.

The aggregate grant-date fair value of $ 10.7 million was recorded as a Shares for Services prepaid with a corresponding credit to additional paid-in capital at the grant date.

The Company recognizes the related expense on a straight-line basis over each service period.

Expense of $ - and $ 2.8 million was recognized for the three and six months ended June 30, 2026.

The shares were not issued as of June 30, 2026, and are excluded from the 68,782,077 shares of common stock issued and outstanding at that date.

Upon issuance, the Company will reclassify the par value of those shares from additional paid-in capital to common stock.

The reclassification will have no effect on total stockholders' equity, and no additional cost will be recognized.

The shares will enter the weighted-average common shares outstanding from the date of issuance.

See Note 9 – Stock-Based Compensation .

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

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.

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.

As of June 30, 2026 there were 1,634,999 shares of Series A Stock outstanding all of which are held by Leonard Sternheim, the Company’s Chief Executive Officer and Executive Director.

On April 14, 2026, Mr.

Kepler converted 550,000 shares of Series A Convertible Preferred Stock into 550,000 shares of common stock on a one -for-one basis.

On May 5, 2026, the Company reacquired and cancelled 1,084,999 shares of Series A Convertible Preferred Stock held by Mr.

Kepler in connection with the Option Exercise described in Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

Separately and on the same date, Mr.

Kepler sold his remaining 1,634,999 shares of Series A Convertible Preferred Stock to Mr.

Sternheim for aggregate consideration of $ 1.00 pursuant to a previously disclosed February 24, 2026 stock purchase agreement.

The Company was not a party to, and received no proceeds from, that transaction.

As a result of these transactions, Mr.

Sternheim beneficially owns all outstanding shares of Series A Convertible Preferred Stock and controls a majority of the aggregate voting power of the Company’s outstanding capital stock.

The Company therefore meets the definition of a "controlled company" within the meaning of Nasdaq Listing Rule 5615(c).

The Company does not currently intend to rely on the controlled company exemptions and intends to continue to maintain a majority-independent Board of Directors and fully independent Audit, Compensation, and Nominating and Corporate Governance Committees.

Additional Paid-In Capital

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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

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

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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 2025 Plan became effective in connection with the Merger 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.

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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.

The executive and director stock, non-performance and non-market based RSU awards and unvested stock options granted under the 2025 Plan and 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.

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Awards modified in connection with the reverse recapitalization

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.

On February 24, 2026, we completed the merger contemplated by the Agreement and Plan of Merger, dated

March 10, 2025, as amended, among Blackboxstocks Inc., its wholly owned subsidiary RABLBX Merger Sub, Inc., and

REalloys Solutions Inc.

(formerly known as REalloys Inc., “Private REalloys”).

RABLBX Merger Sub, Inc.

and into Private REalloys, with Private REalloys surviving as our wholly owned subsidiary (the “Merger”).

Prior to the Merger, 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 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.

Accordingly, the Company adjusted the number of shares subject to the outstanding RSUs and RPSUs so that the aggregate grant-date fair value of each award immediately after the reverse recapitalization equaled its aggregate grant-date fair value immediately before, preserving the underlying economic value of the awards.

The service‑based and performance conditions, and 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.

Immediately prior to the reverse recapitalization, there were 12,000,000 RSUs and 5,500,000 RPSUs ( 1,375,000 market-based RPSUs and 4,125,000 performance-based 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.

The RPSUs include anti-dilution features that may increase the number of shares issued following a vesting event.

On February 24, 2026, the Company granted 3,509,650 restricted stock units to its directors and officers under the 2025 Plan, with a grant-date fair value of $ 18.15 per unit and an aggregate grant-date fair value of $ 63.7 million.

The awards vest 50 % on grant, 25 % on the first anniversary and 25 % on the second anniversary.

Also, in connection with the reverse recapitalization, the Company assumed outstanding stock options of Blackboxstocks 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.

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 expense for the three and six months ended June 30, 2026.

These assumed options are reflected within equity.

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

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 six-month periods ended June 30, 2026, and 2025, respectively:

June 30, 2026 June 30, 2025

Weighted- Weighted-

Stock-Based Average Stock-Based Average

Awards Exercise

Granted Price

Restricted stock units - 2025 plan

3,509,650 $ 18.15 - $ -

The following tables shows stock-based compensation expense by award type (in thousands):

Awards Grant Awards Grant

Granted Price Granted Price

Restricted stock units 3,589,038 $ 18.12 - $ -

The following tables show stock-based compensation expense by award type (in thousands):

Three months Ended

March 31, 2026 March 31, 2025

Stock awards 16,941

Six months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Stock awards - non Director, Officer, Employee 12,571 - 29,512 -

Restricted stock units

15,266 - 80,096 -

Restricted Performance share units

4,252 - 4,252 -

Total stock-based compensation expense $ 32,089 $ - $ 113,860 $ -

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.

As of June 30, 2026, total unrecognized Director and Officer stock-based compensation expense, net of estimated forfeitures, related to non-vested equity awards was $ 55.0 million, which is expected to be recognized over a weighted-average period of 2.48 years.

RSU, Market-based RPSU and Performance-based RPSU Awards

The Company granted 3,589,038 and 0 restricted stock units to certain of its Directors and Officers for the six-month periods ended June 30, 2026, and 2025, respectively.

The Company granted restricted performance stock units with a market-based performance metric (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, and a market-based performance target of sustaining a $ 1.0 billion market capitalization for 30 consecutive trading days.

The grant-date fair value of these awards was estimated 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

period, and an assumption of no expected dividends.

Treasury yields, an expected term consistent with the five-year performance 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.

Sternheim holds 568,182 ( 378,788 unvested) restricted performance stock units with non-market-based performance metrics (performance-based restricted stock units) that vest upon achievement of specified milestones, including:

a qualifying strategic offtake or processing agreement, generating $ 50.0 million in revenue, or raising $ 100.0 million in capital.

The following table summarizes the activity related to the Company’s RSU awards during the period presented:

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Cancelled/Forfeited - -

Nonvested as of March 31, 2026

Nonvested as of June 30, 2026

3,437,411 $ 18.15

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Cancelled/Forfeited - -

Nonvested as of March 31, 2026

Nonvested as of June 30, 2026

567,738 $ 20.22

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Converted in reverse recapitalization 568,182 18.15

Vested ( 189,394 ) -

Cancelled/Forfeited - -

Nonvested as of March 31, 2026

Nonvested as of June 30, 2026

378,788 $ 18.15

Shares-for-Services Consulting Agreements

Non-Director-Officer Stock-based Compensation

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.

Where an agreement carries a substantive service period, the grant-date fair value is recorded as a prepaid asset and recognized as consulting expense over that period.

Where the shares are fully vested and non-forfeitable at grant with no remaining service obligation, the full grant-date fair value is recognized on the grant date.

For the six months ended June 30, 2026, non-Director-Officer stock-based compensation expense was $ 29.5 million.

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.

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.

All such liabilities were settled or converted to equity prior to June 30, 2026.

Accordingly, the Company had no assets or liabilities measured at fair value on a recurring basis as of June 30, 2026.

Changes in the fair value of these liabilities are recognized in the condensed consolidated statements of operations.$ 3.4 million

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

$ 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):

The Company’s derivative instruments pertained 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 automatically converted into $ 38.0 million of the Company’s common shares upon completion of a liquidity event (as defined in the share purchase agreement).

Prior to conversion, the liability was measured at fair value on a recurring basis using the probability-weighted expected return method (“PWERM”), a Level 3 measurement.

Key assumptions at December 31, 2025, included liquidity event timing of February 2026 and March 2026, weighted at 80 % and 15 %, discount rates of 3.66 % and 3.60 %, and discounts for lack of marketability of 3.7 % and 5.7 %.

The February 2026 merger with Blackbox constituted a liquidity event.

Immediately 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 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 June 30, 2026.

and December 31, 2025, the fair value of the Special Warrant liability was $ 0 and $ 34.6 million, respectively.

The conversion occurred during the three months ended March 31, 2026, and there was no Level 3 activity during the three months ended June 30, 2026.

During the three and six months ended June 30, 2026, the Company recorded a change in fair value of the contingent consideration of $ - million and $ 3.4 million (loss), respectively.

During the three and six months ended June 30, 2025, the Company recorded a change in fair value of $ 2.1 million (gain) and $( 1.3 ) million (gain), respectively.

The following table sets forth a summary of changes in fair value of the Company’s Level 3 liabilities for the three and six months ended June 30, 2026 (in thousands):

Balance as of December 31, 2025

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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):

Change in fair value -

Balance as of June 30, 2026

The following table sets forth a summary of changes in fair value of the Company’s Level 3 liabilities for the three and

six months ended June 30, 2025 (in thousands):

Balance as of December 31, 2024

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Balance as of March 31, 2025 30,148

Change in fair value ( 2,096 )

Balance as of June 30, 2025

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 ($)

As of June 30, 2026, the Company is not aware of, and has not recorded any expenses related to, any material legal proceedings requiring disclosure.

Details of the Company’s other commitments are as follows:

Operating Leases (In thousands)

Right-of-Use Assets and Lease Liabilities June 30, 2026 ($)

December 31, 2025 ($)

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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 ($)

On November 20, 2025, the Company executed three development agreements with SRC covering the pilot-scale metallization process, the commercial-scale metallization facility and the upgrade of SRC’s existing Rare Earth Processing Facility.

See Note 5 – Prepaid Expenses and Project Deposits 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:

Total SRC Commitments as of June 30, 2026 (In thousands)

Agreement Advances paid Total Commitments Remaining Commitments

Pilot HREE Metallization $ 1,315 $ 10,492 $ 9,177

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Total $ 13,583 $ 71,326 $ 57,743

SRC Commitments - before payments - by Year (In thousands)

Agreement 2026 ($)

Pilot HREE Metallization $ 4,973 $ 5,519 $ - $ 10,492

Commercial HREE Metallization 22,833 15,474 1,912 40,219

SRC REPF Upgrade 6,530 7,968 6,117 20,615

Total $ 34,336 $ 28,961 $ 8,029 $ 71,326

Of the $ 34.3 million anticipated for 2026, $ 13.6 million had been advanced as of June 30, 2026.

The table above excludes the supply arrangement described below.

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

In consideration of the prepaid advances, the Company is entitled to priority off-take rights, including an upfront allocation of 80 % of the NdPr metal and dysprosium and terbium oxides produced at the existing Rare Earth Processing Facility 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 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

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Contingent Value Rights Agreement

Pursuant to the the Merger with Blackbox, the Company entered into a The CVR.

Pursuant to the Merger with Blackbox, 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.io, Inc.

("Blackbox Operating") (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction.

The CVR payment obligations will expire February 24, 2028.

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.

The CVRs are not transferable, except in certain limited circumstances, are not 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 probable of being payable under the agreement at June 30, 2026.

Blackbox Operating ceased to be a subsidiary of the Company on May 5, 2026, and the Company does not control whether a CVR Transaction occurs.

See Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

Note 12 – Related Party Transactions

Note Payable - Isaac Sternheim

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.

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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.

The Company made a repayment of $ 50 on February 3, 2026, resulting in a balance of $ 44 at June 30, 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.

The Company recorded imputed interest of approximately $ 400 for the year ended December 31, 2025, and approximately $ 2 for the three months ended June 30, 2026, and $ 5 for the six months ended June 30, 2026.

Imputed interest is recorded as interest expense with a corresponding increase to additional paid-in capital.

Note Payable — Isaac Sternheim

Note Payable — Isaac Sternheim (in thousands) Amount ($)

Balance, December 31, 2025

Repayment — February 3, 2026 ( 50 )

Balance, March 31, 2026

Balance, June 30, 2026

Employment Contract - PMTCM

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.

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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.

As of June 30, 2026, and December 31, 2025, the accrued liability related to Mr.

Sherman’s employment contract was $ 0.79 million and $ 0.61 million, respectively.

Series A Preferred Stock

On May 5, 2026, Mr.

Kepler sold 1,634,999 shares of Series A Convertible Preferred Stock to Leonard Sternheim, the Company’s Chief Executive Officer and a director, for aggregate consideration of $ 1.00 .

The Company was not a party to, and received no proceeds from that transaction.

Following that transaction and the Company’s reacquisition and cancellation of 1,084,999 shares from Mr.

Sternheim beneficially owns all outstanding shares of Series A Convertible Preferred Stock and controls a substantial majority of the aggregate voting power of the Company’s outstanding capital stock.

See Note 8 – Stockholders’ Equity (Deficit) .

Chief Financial Officer Arrangement

On June 24, 2026, Robert Winspear resigned as Chief Financial Officer and the Board appointed Craig Cunningham as Chief Financial Officer, effective the same date.

Cunningham provides services to the Company through Provenance Advisors Inc., of which Mr.

Cunningham is the controlling shareholder and primary beneficiary pursuant to a consulting arrangement.

Provenance Advisors Inc.

also provided management advisory services to the Company from July 2025 through Mr.

Cunningham’s appointment on June 24, 2026.

Amounts paid under that arrangement were $ 0.16 million for the three months ended June 30, 2026, and $ 0.30 million for the six months ended June 30, 2026.

Included in those amounts are $ 0.01 million and $ 0.04 million, respectively, for general information technology services provided to the Company by Provenance Advisors Inc.

Executive Separation

On June 24, 2026, the Board of Directors approved a Separation Agreement with Robert Winspear, under which his employment as Chief Financial Officer ceased effective the same date.

The agreement provided for cash payments to

Winspear or on his behalf of $ 0.36 million, consisting of severance payment and certain severance related personal income and employment taxes obligations.

Additionally, the Company granted an equity award of 20,000 fully vested, restricted shares of common stock subject to a lock-up, with a grant date fair value of $ 0.33 million.

The Company recognized $ 0.71 million, the full cost of the arrangement in the three months ended June 30, 2026.

The 20,000 shares were not issued prior to June 30, 2026, and are excluded from shares outstanding at that date.

See Note 8 – Stockholders’ Equity (Deficit) .

Note 13 – Segment Reporting

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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.

The Company’s operating activities include mineral property exploration (HLREE), rare earth metal and magnet material production (Euclid facility), metallization and processing development (SRC development projects) and administrative functions, all of which are managed as components of a single integrated supply chain strategy.

Blackbox.io Inc., the legacy operating subsidiary of Blackbox, was a wholly owned consolidated subsidiary of the Company from February 25, 2026, through May 5, 2026, and its results of operations for that period are included in the Company’s consolidated financial statements.

Blackbox.io operated a consumer-facing financial-markets analytics SaaS platform whose products, customers, distribution channels, and regulatory environment were wholly dissimilar to the Company’s integrated rare-earth supply chain.

The Company’s Chief Operating Decision Maker did 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 did not constitute a separate operating segment of the Company under ASC 280.

Blackbox.io was deconsolidated effective May 5, 2026.

See Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.

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:

In thousands, except per share data March 31, 2026 March 31, 2025

Three months Six months

In thousands, except per share data June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net loss $ ( 36,818 ) $ ( 2,200 ) ( 143,536 ) ( 3,943 )

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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

Warrants and options to purchase 2,164,745 and 61,375 shares of common stock, 3,437,411 restricted share units, 567,738 restricted market-based share units, and 378,788 restricted performance share units, and 1,634,999 shares of Series A Preferred Stock were outstanding as of June 30, 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 Company has evaluated subsequent events from July 1, 2026, through August 13, 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.

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.

What changed 10-Q

Item 1. Financial Statements