What changed in this filing

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Item 1A. Risk Factors

2026-08-13 compared with 2026-05-20 · 75 added, 81 removed, 850 unchanged (16% of the section changed)

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• Our other stockholders, including the holders of our publicly traded Common Stock, will have limited ability to influence matters submitted to a vote of stockholders, and the outcome of any such vote will, as a practical matter, be determined by Mr.

Sternheim has the ability, acting by written consent and without prior notice to or approval of our other stockholders, to remove and replace directors (other than himself), to fill vacancies on the Board of Directors, and to adopt amendments to our Bylaws, in each case in a manner that could limit the independence of the Board of

Directors, alter the composition or authority of its standing committees, or otherwise reduce the protections currently available to our other stockholders.

to adopt amendments to our Bylaws, in each case in a manner that could limit the independence of the Board of Directors, alter the composition or authority of its standing committees, or otherwise reduce the protections currently available to our other stockholders.

Sternheim has the ability to approve, or to block, transactions in which he or his affiliates have a direct or indirect interest, even if such transactions are not favored by our other stockholders or by the independent members of our Board of Directors.

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The integration process — including the integration of accounting, treasury, equity-administration, billing, customer-support and IT general controls — is ongoing as of the date of this Quarterly Report and is subject to material weaknesses in our internal control environment described above.

The May 5, 2026 Option Exercise, which will result in the anticipated deconsolidation of Blackbox.io in the second quarter of 2026, will further reduce the period over which the integration of the Blackbox.io business will benefit our consolidated results.

The May 5, 2026 Option Exercise resulted in the deconsolidation of Blackbox.io in the second quarter of 2026, further reducing the period over which the integration of the Blackbox.io business benefited our consolidated results.

The performance, recoverability or impairment of the EVTEC Holdings Group Limited investment acquired in the Merger remains subject to material uncertainty, as evidenced by the $6.4 million impairment recognized at the closing of the Merger.

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Risks Related to REalloys’ Business and Industry

We are dependent on short term contract work and there are no guarantees that REalloys will receive any additional orders or contracts.

The Euclid Magnet Facility is currently producing rare earth metals and magnet materials for the DLA, the DOE’s AMES National Laboratory and NdFeB magnet industry clients.

Contract works are short term in nature, often less than six months, and there are no guarantees that any additional orders will be receive by REalloys.

In addition to the short term limited rare earth metals and magnet materials contract works, the Euclid Magnet Facility is under development to significantly increase production of NdFeB magnet materials commencing in the fourth quarter of 2025 to expand to 500 metric tonnes per annum (“mtpa”) magnet materials and magnet production capacity by the second quarter of 2026 and 1,000 mtpa production of magnet materials and magnets by the second quarter of 2027.

PMT Critical Minerals, a wholly-owned subsidiary of REalloys, is currently relies on short-term contract work to support its operations.

There can be no assurance that PMT Critical Minerals will receive additional orders or secure new contracts in the future.

PMT Critical Minerals is currently producing rare earth materials for the DLA, the DOE’s AMES National Laboratory and NdFeB magnet industry clients.

Contract works are short term in nature, often less than six months, and there are no guarantees that any additional orders will be received by REalloys.

[In addition to the short term limited rare earth metals and magnet materials contract works, the Euclid Magnet Facility is under development to significantly increase production of NdFeB magnet materials commencing in the fourth

quarter of 2025 to expand to 500 metric tonnes per annum (“mtpa”) magnet materials and magnet production capacity by the second quarter of 2026 and 1,000 mtpa production of magnet materials and magnets by the second quarter of 2027.

REalloys’ lack of commercial operating history at these forecasted volumes scale limits the accuracy of any forward-looking forecasts, prospects or business outlooks or plans.]

REalloys may not be able to secure the necessary feedstock, offtake, or equipment in order to economically produce NdFeB magnet materials and magnets, including from the HLREE.

REalloys’ commercial framework agreements with the Saskatchewan Research Counsel (“SRC”), located in Saskatoon, Saskatchewan Province, Canada, outlines the rare earth oxide and metal products the SRC will provide to the REalloys, in return for REalloys providing funding towards SRC’s contemplated expanded processing capabilities.

REalloys’ commercial framework agreements with the Saskatchewan Research Council (“SRC”), located in Saskatoon, Saskatchewan Province, Canada, outlines the rare earth oxide and metal products the SRC will provide to the REalloys, in return for REalloys providing funding towards SRC’s contemplated expanded processing capabilities.

The expanded processing would allow SRC to process the oxide and metal products it intends to provide REalloys.

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There can be no assurances that the conditions required for REalloys to fund toward the SRC’s expansion, including agreement of detailed scope and budget, over which REalloys has unilateral and sole discretion of the approval, will occur.

If we are unable to and maintain the agreements or enter into an alternative arrangement with another processing facility and/or satisfy the conditions therein, or if we are only able to do so on terms that are unfavorable to us, this will have a negative effect on our supply chain, strategy and current projections, including projections related to future production capabilities.

If we are unable to maintain the agreements or enter into an alternative arrangement with another processing facility and/or satisfy the conditions therein, or if we are only able to do so on terms that are unfavorable to us, this will have a negative effect on our supply chain, strategy and current projections, including projections related to future production capabilities.

If this happens, our results of operations and financial condition could be materially and adversely affected.

Additionally, there are no assurances that the framework agreements will lead to suitable and verified third party sources of rare earth concentrates and/or light rare earth oxides and/or re-cycled magnets and/or heavy rare earth oxides available for process at the SRC Separation Facilities prior to or after HLREE concentrate becomes available.

Currently, the SRC Separation Facilities’ expansion to meet the forecasted feedstock requirements of the Euclid Magnet Facility is not scheduled to be commissioned until the second quarter of 2026 and any delays in completion, any capital and operating cost overruns and any quality issues will have an adverse impact on REalloys’ forecasted second quarter 2026 production schedules and financial viability.

Additionally, there are no assurances that the framework agreements will lead to suitable and verified third party sources of rare earth concentrates and/or light rare earth oxides and/or recycled magnets and/or heavy rare earth oxides available for processing at the SRC Separation Facilities prior to or after HLREE concentrate becomes available.

The SRC Separation Facilities’ upgrade is currently underway and expected to be commissioned in 2027 and any delays in completion, any capital and operating cost overruns and any quality issues will have an adverse impact on REalloys’ production schedules and financial viability.

REalloys realizes revenue at the Euclid Magnet Facility from contract works, which include the production of a limited amount rare earth metals and magnet materials for and on behalf of its clients.

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and (v) secure additional NdFeB magnet materials and magnet customers that are willing and able to purchase REalloys’ magnet materials and magnets at prices that are expected to be profitable for REalloys.

Delays in the completion of the expansion of the Euclid Magnet Facility could have a material adverse effect on our business, results of operations and financial condition as well as any delays to the completion and commissioning of the expansion at the SRC Separation Facilities, currently anticipated for the second quarter of 2025.

We may not be able to generate positive cash flows from our expected future business operations.

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• significantly higher than expected capital costs and delays in constructing and commission our projects;

• delays to the commissioning of the expansion at the SRC Separation Facilities, currently schedule for the second quarter of 2026;

• delays to the commissioning of the expansion at the SRC Separation Facilities;

• significantly higher than expected feedstock costs and/or source and secure suitable feedstock to support magnet materials and magnet production in the near term until HLREE is capable of satisfying our feedstock needs;

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REalloys may also face the risks of tariffs and other restrictions of trade as LREE and HREE materials cross international borders.

We may not be able to fulfill the capital infusion requirements set forth in the PMTCM Share Exchange Agreement on or before the completion deadline set forth therein.

Pursuant to the PMTCM Share Exchange Agreement, as amended, REalloys was required to (I) complete several post acquisition transactions, including a capital injection of $1.75 million to settle liens and delivery of clean titles related to the acquired equipment, and (II) otherwise consummate all transactions contemplated by the PMTCM Share Exchange Agreement.

Pursuant to the terms thereof, prior to completion, the PMTCM Share Exchange Agreement may be terminated by either party without liability to the terminating party.

Upon such termination, among other things:

(i) PMTCM shareholders will be required to return any shares of REalloys issued as payment to such shareholders and (ii) REalloys will be required to return to PMTCM shareholders any shares of PMTCM issued to REalloys.

As of the date of this joint proxy and consent solicitation statement/prospectus, $0.4 million of the capital injection is outstanding and due on the completion of the merger.

There can be no assurance that REalloys will be able to satisfy the foregoing requirements or obtain a waiver of any of the foregoing requirements.

If REalloys’ obligations are not completed within the expected timeframe, such delay may materially and adversely affect the synergies and other benefits that REalloys expects to achieve from the PMTCM Share Exchange Agreement (including the potential total loss of anticipated benefits if the agreement is terminated and the share exchange is unwound pursuant to the terms thereof, as further described above) and could result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the acquisition.

Such failure could also significantly delay the execution of REalloys’ second phase of its overall business strategy of establishing a North American integrated magnet materials and magnet supply chain.

We may not successfully establish or maintain collaborative, joint venture and licensing arrangements, which could adversely affect our ability to vertically integrate into further mid-stream and downstream processing of NdFeB magnet materials and magnets.

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In addition, US government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the US government’s convenience upon payment only for work done and commitments made at the time of termination.

We can give no assurance that one or more of our US government contracts will not be terminated and this also applies to our non-US government clients thar are reliant on US government contracts.

We can give no assurance that one or more of our US government contracts will not be terminated and this also applies to our non-US government clients that are reliant on US government contracts.

Also, we can give no assurance that we would be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of our and/or our non-US government US government contracts.

Because a significant portion of our revenue and our non-US government clients’ US government contracts will be dependent on performance and payment under our US

government contracts, the loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Because a significant portion of our revenue and our non-US government clients’ US government contracts will be dependent on performance and payment under our US government contracts, the loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Conducting business with the US government is also subject to specific procurement regulations and a variety of socioeconomic and other requirements.

These requirements, although customary in US government contracts, will increase our performance and compliance costs.

These requirements, although customary in US government contracts, will increase

our performance and compliance costs.

These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial condition, results of operations and cash flows

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of Micon International Limited prepared a S-K 1300 Technical Report (“Technical Report”) on HLREE dated December 6, 2024, and we plan to de-risk this project as recommended in the Technical Report while concurrently expanding the capabilities and capacity of the Euclid Magnet Facility.

HLREE is at the exploration phase and is not and production and therefore is not able to satisfy the feedstock needs necessary for the development and

commercial operation of our Euclid Magnet Facility and may never be able to do so.

Unless and until HLREE is capable of satisfying our feedstock needs, we will be required to enter into feedstock supply agreements with third parties.

HLREE is at the exploration phase and is not at production and therefore is not able to satisfy the feedstock needs necessary for the development and commercial operation of our Euclid Magnet Facility and may never be able to do so.

Unless and until HLREE is capable of

satisfying our feedstock needs, we will be required to enter into feedstock supply agreements with third parties.

We currently intend on sourcing rare earth feedstocks for the SRC Separation Facilities to process and deliver to the Euclid Magnet Facility from verified third-party sources prior to the development of the HLREE.

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Mineral resources data is not indicative of future production.

Substantial capital expenditure is required to identify and delineate mineral resources through geological and geotechnical surveying and drilling, to identify geological features that may prevent or restrict the extraction of ore, to determine the metallurgical processes to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities.

mining and processing facilities.

Accordingly, it may not always be possible or economical to conduct such exercises at regular intervals or at all in the future.

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Without such additional mineral resources and reserves, any increase in the level of annual production would therefore shorten the life of our existing operations.

failure to identify, delineate and realize mineral resources and reserves in the future could have an adverse effect on our business, financial condition, results of operations, prospects or liquidity.

Any failure to identify, delineate and realize mineral resources and reserves in the future could have an adverse effect on our business, financial condition, results of operations, prospects or liquidity.

Mineral operations are subject to market forces outside of our control which could negatively impact us.

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REalloys does not currently have any contractually committed customers for the planned output and delivery of NdFeB magnet materials and magnets, except for existing contract works at the Euclid Magnet Facility.

We are actively working on an expansion project to increase production from current levels for contract works to 500 mtpa of NdFeB magnet materials and magnets.

We are actively working on an expansion project to increase production from current levels for contract works to 500 mtpa of NdFeB

magnet materials and magnets.

Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships.

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If we reach anticipated production rates for NdFeB magnet materials and magnets and other planned downstream products and subsequently become fully operational and integrated, increased competition may lead our competitors to engage in predatory pricing or other behaviors designed to inhibit further downstream integration.

in price reductions, reduced margins or loss of potential market share, any of which could materially adversely affect our profitability.

Any increase in the amount of NdFeB magnet materials and magnets or related products available in the market, including those exported from other nations would result in increased competition and may result in price reductions, reduced margins or loss of potential market share, any of which could materially adversely affect our profitability.

As a result of these factors, we may not be able to compete effectively against current and future competitors.

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We may never reach commercial or profitable production of rare earth minerals.

Even if the HLREE is mined, we may not realize profits from our exploration or development activities in the short, medium, or long term.

Even if the HLREE is mined, we may not realize profits from our exploration or development activities in the

short, medium, or long term.

The actual risks that we will face in the future in connection with the HLREE are unknown at this time, but may include:

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• When compared to many industrial and commercial operations, mining exploration and development projects are high risk and subject to uncertainties.

Each mineral resource is unique and the nature of mineralization, and the occurrence and grade of the minerals, as well as behavior of the mineral resource during mining, are

unpredictable.

Each mineral resource is unique and the nature of mineralization, and the occurrence and grade of the minerals, as well as behavior of the mineral resource during mining, are unpredictable.

Any mineral resource estimates may be materially different from mineral quantities we may recover, any life-of-mine estimates may prove inaccurate and market price fluctuations and changes in operating and capital costs may render mineral resources uneconomic to mine.

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• Our resource estimates, if any, may change significantly when new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate.

In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations,

which may prove to be inaccurate.

As further information becomes available through additional fieldwork and analysis, our estimates, if any, are likely to change and these changes may result in a reduction in our resources.

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In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production, if any.

If our actual mineral resources are less than current estimates or if we fail to develop our mineral resources base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected.

financial condition may be materially and adversely affected.

Evaluation of mineral resources occurs from time to time, and they may change depending on further geological interpretation, drilling results and mineral and magnet prices.

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Furthermore, unless and until these dynamic changes in favor of the increased competitiveness of domestic production, domestic production may not be economically viable in the global marketplace.

materials and magnets, any changes in United States and China relations, including through changes in policies by the Chinese government could adversely affect our financial condition and results of operations, including:

As we are heavily dependent upon third-party feedstock unless and until the HLREE becomes a producing mine capable of satisfying our feedstock needs, if ever, and as China currently dominates the global supply of rare earth feedstock necessary for the production of NdFeB magnet materials and magnets, any changes in United States and China relations, including through changes in policies by the Chinese government could adversely affect our financial condition and results of operations, including:

changes in laws, regulations or the interpretation thereof, confiscatory taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

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Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Until commercial production is achieved by our projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, build out and growth of our Euclid Magnet Facility, maintaining and acquiring properties, undertaking ongoing activities, funding the working capital requirements of our contract works and the funding obligations to develop the assets of our projects.

We will require additional capital to fund our ongoing operations, complete our Euclid Magnet Facility, potentially invest into expanding production at the SRC Separation Facilities and — in connection with our HLREE — explore and define HREE mineralization and establish any future mining or HREE manufacturing operations.

Until commercial production is achieved by our projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, build out and growth of our Euclid Facility, maintaining and acquiring properties, undertaking ongoing activities, funding the working capital requirements of our contract works and the funding obligations to develop the assets of our projects.

We may require additional capital to fund our ongoing

operations, complete our Euclid Magnet Facility, potentially invest into expanding production at the SRC Separation Facilities and — in connection with our HLREE — explore and define HREE mineralization and establish any future mining or HREE manufacturing operations.

Such additional funding may not be available to us on satisfactory terms, or at all.

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Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate.

The estimates and forecasts relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate.

The estimates and forecasts relating to the size and expected growth of the target market, market

demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate.

In particular, estimates regarding the current and projected market opportunity are difficult to predict.

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Additionally, we have not purchased any “key-man” insurance for our directors, officers or key employees.

repayment terms, that, if not complied with, could negatively impact our business or require us to repay that financing or lose access to those incentives.

We could be subject to certain agreements with government entities if REalloys is provided us with certain incentives and favorable financing and contain conditions and obligations, including local investment, job creation, and repayment terms, that, if not complied with, could negatively impact our business or require us to repay that financing or lose access to those incentives.

We could be offered incentives by Saskatchewan, Canada, as well as the State of Ohio in the United States, and the city of Euclid, Ohio, to remain, expand and operate our Projects, especially our Euclid Magnet Facility.

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We may be impacted by natural disasters, wars, health epidemics or pandemics or other events outside of our control.

If major disasters such as tornados, earthquakes, wildfires, health epidemics or pandemics, floods or other events occur, or our information system or communications network breaks down or operates improperly, our ability to continue operations at our projects may be seriously damaged, or we may have to stop or delay production and shipment of our products.

operations at our projects may be seriously damaged, or we may have to stop or delay production and shipment of our products.

We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

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The resulting increased costs could adversely impact our gross margin and make our products less competitive or reduce demand.

Countries could also adopt other measures, such as controls on imports or exports of goods, technology or data, that could adversely impact our operations and supply chain and limit our

ability to offer products and services.

Countries could also adopt other measures, such as controls on imports or exports of goods, technology or data, that could adversely impact our operations and supply chain and limit our ability to offer products and services.

These measures could require us to take various actions, including changing suppliers or restructuring business relationships.

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Political unrest, threats, tensions, actions and responses to any social, economic, business, geopolitical, military, terrorism, or acts of war involving key commercial, development or manufacturing markets such as China, Canada, Mexico, Israel, Europe, or other countries or regions could materially impact any international operations we undertake, including procuring supplies from or selling our products into foreign markets.

If any of these events or conditions occur, the impact on us, our employees and potential customers is uncertain, particularly if emergency circumstances, armed conflicts or an escalation in political instability or violence disrupts our product development, data or information exchange, payroll or banking operations, product or materials shipping by us or our suppliers and other unanticipated business disruptions, interruptions and limitations in telecommunication services or critical systems or applications reliant on a stable and uninterrupted communications infrastructure.

business disruptions, interruptions and limitations in telecommunication services or critical systems or applications reliant on a stable and uninterrupted communications infrastructure.

US and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine.

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Our future effective income tax rates may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities or by changes in tax laws or their interpretation.

Any proposed changes to

US and non-US tax legislation and the ultimate enactment of any of them could have a negative impact on our effective tax rate.

Any proposed changes to US and non-US tax legislation and the ultimate enactment of any of them could have a negative impact on our effective tax rate.

Foreign governments may enact tax laws, including in response to guidelines issued by international organizations that could result in further changes to global taxation and materially affect our financial position and results of operations.

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Outside China, commercially available sources of heavy rare earth–rich feedstock we require, remain limited to a small number of projects and by‑product streams, making procurement sensitive to permitting delays, mine‑plan changes, operational outages, and counterparty-specific issues at individual producers.

—could lead to underutilization of our processing and metallization assets, increased unit costs, and delays in meeting customer demand, which could materially and adversely affect our business, financial condition and results of operations.

Any reduction in the volume, quality or reliability of feedstock available to us at acceptable prices—including as a result of geopolitical developments, trade restrictions, environmental regulations, logistics disruptions or increased competition from other users—could lead to underutilization of our processing and metallization assets, increased unit costs, and delays in meeting customer demand, which could materially and adversely affect our business, financial condition and results of operations.

The Company’s business may be affected by fluctuations in the prices of rare earth materials

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GAAP/SEC reporting personnel, inadequate segregation of duties, and lack of formalized period-end controls.

The Company’s disclosure controls and procedures were not effective as of March 31, 2026.

The Company’s disclosure controls and procedures were not effective as of June 30, 2026.

See Part I Item 4.

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The Company’s operations are dependent on its subsidiaries and the timely availability of financial information.

The Company operates through its subsidiaries, including PMT Critical Metals Inc.

and related entities.

The Company operates through its subsidiaries, including PMTCM and related entities.

The preparation of consolidated financial information is dependent on the timely and accurate completion of financial reporting by these subsidiaries.

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• The Clean Air Act (“CAA”) restricts the emission of air pollutants from many sources, including mining and processing activities.

Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring or control requirements under the CAA and state air quality laws.

Our mining operations may produce air emissions, including fugitive dust and other air

pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring or control requirements under the CAA and state air quality laws.

New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance.

In addition, permitting rules may impose

limitations on our production levels or result in additional capital expenditure in order to comply with the regulations.

In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditure in order to comply with the regulations.

• The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions.

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Obtaining and renewing any of these governmental permits is a complex, time-consuming and uncertain process involving numerous jurisdictions, multiple government agencies, public hearings and possibly costly undertakings.

The timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control, including the interpretation of approval requirements administered by the applicable government authority as well as the time required for, and the outcome of, any necessary environmental impact assessment.

timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control, including the interpretation of approval requirements administered by the applicable government authority as well as the time required for, and the outcome of, any necessary environmental impact assessment.

We may not be able to obtain or renew permits or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such permits and approvals exceeds our expectations.

Any unexpected delays, costs or conditions associated with the governmental approval process could delay our planned exploration, development and mining operations, which in turn could materially adversely affect our prospects, revenues

and profitability.

In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes in the scope or conditions for use of any permits obtained.

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Investigations of alleged violations can be expensive and disruptive.

Compliance, on the other hand, often adds cost and complexity to the permitting process and subsequent operations.

Compliance, on the other hand, often adds cost and complexity to the permitting process and

subsequent operations.

We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar areas.

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In the event of disease, injury or death arising out of the negligence of an employer or its employees, a risk of civil and, in certain circumstances, criminal litigation exists.

In the case of a work-related fatality, an employer may be subjected to criminal charges in a court of law.

In the case of a work-related fatality, an employer may be subjected to criminal

charges in a court of law.

Furthermore, such incidents can result in citations for violation of various health and safety laws and regulations that could have a material adverse effect on our results of operations, financial condition and/or prospects.

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As a significant emitter of greenhouse gas emissions, the mining industry is particularly exposed to such laws and regulations.

Compliance with such legislation and regulations, including the associated costs, may have a material adverse effect on our business,

financial condition, results of operations, prospects and our ability to commence or continue our exploration and future development and mining operations.

Compliance with such legislation and regulations, including the associated costs, may have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to commence or continue our exploration and future development and mining operations.

Changing climate patterns may also affect the availability of water.

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Legislation and increased regulation regarding climate change could impose significant costs on us and/or our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring, and reporting and/or other costs to comply with such regulations.

Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such regulations.

Any adopted future climate change regulations could also

negatively impact our ability to compete with companies situated in areas not subject to such regulations.

Alternatively, climate change legislation could potentially benefit our business by driving demand for products utilizing rare earth containing products.

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Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable.

Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.

Moreover, our competitors may independently develop equivalent

knowledge, methods and know-how.

Failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

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Such an outcome could have a material adverse effect on our business.

Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Even if we are

successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

If our information technology systems, or those of third parties upon which we rely, or our data are or were compromised, we could experience adverse consequences resulting from such compromise, including regulatory investigations or actions;

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all of which increase the difficulty of detecting and successfully defending against them.

We and the third parties upon which we rely are subject to a variety of these evolving threats, including social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires,

floods, and other similar threats.

In particular, severe ransomware attacks are becoming increasingly prevalent - particularly for companies like ours that are engaged in critical infrastructure or manufacturing - and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds.

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A security incident involving our software or information technology infrastructure could permit a malicious third party to gain access, via our systems, to the public or private energy grids our systems are connected to or to critical energy, datacenter, or other mission critical infrastructure in the United States and abroad, which could result in severe damage, malfunction, or complete termination of the impacted infrastructure and operations of third parties.

Security incidents and attendant consequences may cause customers to stop using our products and services, deter new customers from using our

products and services, and negatively impact our ability to grow and operate our business.

Security incidents and attendant consequences may cause customers to stop using our products and services, deter new customers from using our products and services, and negatively impact our ability to grow and operate our business.

Security incidents may have further impacts on third parties that are connected to our systems, including public and private entities and entities providing critical services.

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REalloys has a history of losses, and we expect to continue to incur losses and may not achieve or maintain profitability.

For the period ended December 31, 2024, we had a net loss of approximately $5.4 million and no revenues.

As of December 31, 2024, we had an accumulated deficit of approximately $5.2 million.

We expect to incur losses for at least the next year, as we continue to incur expenses related to the Euclid Magnet Facility and the HLREE.

For the six months ended June 30, 2026, we had a net loss of approximately $143.5 million and net revenues of approximately $1.5 million.

As of June 30, 2026, we had an accumulated deficit of approximately $224.7 million.

We expect to continue to incur losses for the foreseeable future, as we continue to incur expenses related to the Euclid Magnet Facility, the SRC processing and metallization arrangements, and the HLREE.

We may not be able to generate sufficient revenues to cover our expenses and achieve profitability or be able to maintain profitability.

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Since its inception, REalloys has generated negative operating cash flows and may experience negative cash flow from operations in the future.

Our consolidated financial statements have been prepared on a going-concerned basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business.

Our independent registered public accounting firm has included in its report for the period ended December 31, 2024, an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is contingent upon other factors, our ability to achieve our revenue forecasts and our ability to raise additional capital through sales of our securities, including this offering, and incurrence of debt, as needed to fund future growth.

Our consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business.

In connection with the preparation of these consolidated financial statements, management concluded that substantial doubt about the Company’s ability to continue as a going concern does not exist based on the Company’s current liquidity position, including the successful completion of approximately $142 million in net equity proceeds during the six months ended June 30, 2026.

See Note 3 – Going Concern.

Our future operations are dependent upon the identification and successful completion of equity or debt financing and the continued achievement of profitable operations at an indeterminate time in the future.

We may not be successful in completing equity or debt financing or in achieving profitability.

The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should we be unable to continue as a going concern.

REalloys will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising if our operations do not reach commercial profitability.

8 unchanged sentences

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 1A. Risk Factors