Core Viewpoint - Blackboxstocks Inc. has successfully merged with REalloys Inc., creating a vertically integrated North American heavy rare earth platform focused on establishing a secure supply chain independent of China, aligned with U.S. defense procurement priorities [1][3]. Transaction Details - The merger was completed on February 24, 2026, and the combined company will operate under the name REalloys Inc., trading on the Nasdaq Capital Market under the ticker symbol "ALOY" starting February 25, 2026 [1]. - A dividend of one contingent value right (CVR) was declared for each share of common stock outstanding as of February 23, 2026, representing rights to cash payments related to certain transactions involving Blackbox.io Inc. [2]. Strategic Positioning - REalloys aims to become the largest producer of heavy rare earth oxides and metals outside of China by the first half of 2027, leveraging advanced separation and metallization assets [3]. - The company is strategically positioned to meet U.S. defense procurement restrictions and is currently servicing federal logistics and procurement channels [5]. - REalloys employs a mine-to-magnet strategy, focusing on scaling oxide separation and metallization capacity for defense and advanced manufacturing markets [5]. Key Platform Attributes - The company has a compliance advantage with a zero-China nexus supply chain and plans to utilize a feedstock-diversification strategy to mitigate supply concentration risk [5]. - REalloys is executing a phased scale strategy that includes upstream resource development, midstream separation and metallization, and downstream magnet initiatives [5]. Upstream and Downstream Operations - The upstream segment includes the 100% owned Hoidas Lake rare earth asset in Saskatchewan and partnerships with U.S. government-backed entities [6]. - The midstream segment focuses on expanding North American separation, refining, and metallization capabilities in collaboration with the Saskatchewan Research Council [6]. - The downstream segment operates the only advanced heavy rare earth metallization facility in the continental U.S., producing components for defense and clean energy applications [8].

Core Insights - Blackboxstocks Inc. has announced that the NASDAQ has approved the listing of REalloys Inc. following their merger, which is expected to close today after market hours [2][3] - The merger positions REalloys as a publicly traded entity focused on creating a vertically integrated North American heavy rare earth platform, emphasizing national security and supply chain resilience [3][5] Financial Performance - For the three months ended May 31, 2024, Blackboxstocks reported net sales of $5.031 million, a 40% increase from $3.603 million in the same period in 2023 [1] - Gross profit rose to $2.454 million, up 38% from $1.777 million, with a gross margin of 48.80% [1] - Operating income improved significantly to $238,000 from a loss of $92,000, marking a 359% change [1] - Net income surged to $331,000, a 525% increase from $53,000, with a net margin of 6.60% [1] Company Overview - REalloys Inc. is developing a fully integrated North American mine-to-magnet supply chain, which includes upstream resource development, midstream processing, and downstream manufacturing [6] - The company aims to become the largest producer of heavy rare earth oxides and metals outside of China by the first half of 2027 [7] - REalloys is positioned to support U.S. defense procurement restrictions with a zero-China nexus supply chain [7] Strategic Initiatives - The company is executing a phased scale strategy across oxide separation, metallization, and downstream magnet initiatives, collaborating with JOGMEC for high-performance magnet manufacturing [7] - REalloys' feedstock strategy is designed to be diversified and feedstock-agnostic, mitigating supply concentration risks [7] Market Context - The merger occurs at a critical time as the demand for a reliable, China-free heavy rare earth supply chain is increasing due to national security and advanced manufacturing needs [5]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 45-3598066 (State or other juris ...

Core Viewpoint - Blackboxstocks Inc. is advancing its merger with REalloys Inc., which is expected to enhance its position in the North American heavy rare earth and defense supply chain, with the addition of experienced board members to strengthen governance and oversight [1][2][4]. Company Developments - The U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4 for Blackboxstocks, paving the way for the merger with REalloys, which is anticipated to close soon, pending NASDAQ listing approval [2][8]. - Bob Foresman, former Vice Chairman of UBS Investment Bank, will join the REalloys Board of Directors upon the merger's completion, bringing extensive experience in capital markets and governance [3][4]. Strategic Focus - REalloys is focused on creating a fully integrated North American supply chain for heavy rare earth materials, which includes upstream resource development, midstream processing, and downstream manufacturing [5]. - The company aims to become the largest producer of heavy rare earth oxides, metals, and magnets outside of China, emphasizing the importance of secure supply chains and domestic processing capabilities [4][5]. Leadership and Governance - The addition of Bob Foresman to the Board is seen as a significant enhancement to REalloys' governance framework, particularly as he will serve on the Audit Committee as a qualified financial expert [4][5]. - The leadership team at REalloys includes notable figures such as General Jack Keane and Board Chairman Stephen S. duMont, indicating a strong governance structure [4].

Core Viewpoint - Blackboxstocks Inc. is set to merge with REalloys Inc., which has appointed General Jack Keane to its Board of Directors, enhancing its strategic leadership as it aims to establish a secure North American rare earth supply chain [1][2][3]. Company Overview - Blackboxstocks Inc. operates as a financial technology and social media hybrid platform, providing real-time analytics and news for stock and options traders [11]. - REalloys Inc. is focused on creating a fully integrated mine-to-magnet supply chain in North America, with upstream resource development and downstream manufacturing capabilities [9][10]. Leadership Appointment - General Jack Keane, a four-star general and former Vice Chief of Staff of the U.S. Army, has been appointed as a Designate Director for REalloys, bringing extensive experience in national security and strategic leadership [2][4][6]. - His appointment is seen as a significant asset for REalloys as it seeks to reduce reliance on foreign sources for rare earth materials [3][5]. Financial Performance - For the three months ended May 31, 2024, Blackboxstocks reported net sales of $5.031 million, a significant increase from $3.603 million in the same period of 2023, reflecting a growth of approximately 39.5% [1]. - Gross profit for the same period was $2.454 million, up from $1.777 million, indicating a gross margin of approximately 48.8% [1]. - The company achieved a net income of $331,000, compared to $53,000 in the previous year, marking a substantial increase [1]. Strategic Goals - REalloys aims to build a domestic capacity for rare earth materials to enhance national security and economic independence, addressing vulnerabilities associated with foreign dependencies [5][9]. - The company is collaborating with the Saskatchewan Research Council to develop midstream processing capabilities for rare earth materials [9]. Board Composition - The board of REalloys includes experienced leaders such as Chairman Stephen S. duMont and former Canadian Ambassador David MacNaughton, providing a blend of defense, diplomacy, and industrial policy expertise [7].

Core Insights - REAlloys Inc. has entered into non-binding agreements with AltynGroup Kazakhstan LLP to secure rare earth feedstock from Kazakhstan for its North American operations, aiming to integrate Kazakhstan's resources into Western supply chains [1][3][7] Group 1: Strategic Partnership - The partnership aims to identify and develop rare earth-bearing mines in Kazakhstan, with a focus on processing and refining the materials in North America [3][5] - AltynGroup's Kokbulak project, covering 127,000 square kilometers, will provide REAlloys with a concentrate rich in both Light and Heavy Rare Earth Elements, including Terbium and Dysprosium [4][10] Group 2: Investment and Development - AltynGroup has committed to a non-binding investment to support the scaling of REAlloys' U.S. operations, which includes the only dedicated rare earth metallization facility in the U.S. [5][10] - The collaboration will also involve joint development of pilot programs and technology transfer initiatives to enhance materials for defense, semiconductor, and clean-energy supply chains [6][10] Group 3: Market Position and Strategic Importance - Kazakhstan is recognized for having some of the largest rare earth deposits globally, making it a strategic partner for the U.S. in terms of national security and economic interests [7][10] - REAlloys is positioned to meet U.S. protected market demands with its North American supply chain, which includes a unique combination of Heavy and Light Rare Earth Elements [10]

Group 1 - The meeting is the 2025 Annual Meeting of Stockholders for Blackboxstocks, Inc., led by CEO Gust Kepler [1] - The agenda includes the election of 5 directors, ratification of the independent registered public accounting firm, and any other business that may arise [2] - Current Board of Directors members present include Robert Winspear (CFO and Secretary), Grant Evans, and Dalya Sulaiman [3] Group 2 - An affidavit confirming the mailing of the meeting notice and proxy materials was provided, indicating that notice was sent to stockholders of record as of December 10, 2025 [3]

Core Viewpoint - REalloys Inc. has formed a strategic alliance with Mission Critical Materials LLC to create the first fully domestic supply chain for heavy rare earth metals in the U.S., aimed at supporting defense manufacturing and reducing reliance on foreign supply chains [1][2][6]. Group 1: Partnership and Technology - The partnership will utilize MCM's technology developed at West Virginia University, funded by the U.S. Department of Energy and Department of War, to convert acid mine drainage into heavy rare earth metals [3][10]. - REalloys will act as MCM's preferred downstream partner for recovering rare earth materials from acid mine drainage, which has traditionally been seen as an environmental burden [4][6]. - The collaboration aims to recover high-purity mixed rare earth oxides, including critical elements like dysprosium, terbium, yttrium, and gadolinium, as well as neodymium-praseodymium [4][6]. Group 2: Strategic Importance and Market Position - This partnership is positioned as a transformative step in rebuilding a sovereign rare earth supply chain in the U.S., enhancing supply chain security for the defense industrial base [5][6]. - REalloys is uniquely positioned with its mine-to-magnet capabilities, integrating upstream resources with midstream processing and downstream manufacturing in Ohio [9]. - The companies expect to negotiate a definitive multi-year offtake agreement in 2026, further solidifying their market position [6][8]. Group 3: Environmental and Economic Impact - The initiative links environmental remediation with advanced manufacturing, turning environmental liabilities into strategic sources of rare earth feedstock [6][7]. - MCM is exploring several U.S. domestic sites for commercial production, which have high concentrations of strategically important heavy rare earth elements [5][6]. - The partnership aligns with federal priorities to re-shore supply chains for critical minerals and reduce dependence on Chinese processing [6][7].

Core Insights - The partnership between REalloys Inc. and the Saskatchewan Research Council (SRC) establishes North America's first fully funded and permitted heavy rare earth refining pathway, with commercial production expected in early 2027 [1][2][5] - The facility will meet all U.S. defense-sourcing requirements, ensuring a compliant North American supply chain for defense clients, including the U.S. Department of Defense [1][5][6] Production Capacity and Expansion - REalloys will invest approximately US$21 million to expand SRC's facility, increasing heavy rare earth processing capacity by 300% and light rare earth capacity by 50% [3] - The expanded facility is designed to produce up to 30 tonnes of Dysprosium oxide, 15 tonnes of Terbium oxide, and 400 tonnes per year of high-purity Neodymium-Praseodymium metal, with NdPr output increasing to 600 tonnes per year post-expansion [3][4] Strategic Importance - The facility expansion positions REalloys to provide a secure North American supply of critical materials as new U.S. defense procurement rules take effect on January 1, 2027, prohibiting sourcing from non-allied nations [5][6] - The partnership addresses the need for a zero-China nexus supply chain for heavy rare earths, crucial for U.S. national security [6][8] Future Developments - SRC's facility will serve as a precursor to REalloys' planned commercial facility in Saskatoon, which aims for an annual output of approximately 200 tonnes of Dysprosium metal, 85 tonnes of Terbium metal, and 2,700 tonnes of Neodymium-Praseodymium metal [7] - The collaboration reflects a strategic move to strengthen North America's industrial base and supply chain independence in the rare earth sector [9][10]

Core Viewpoint - REalloys, the merger target of Blackboxstocks Inc, has secured a $200 million Letter of Interest from the U.S. Export-Import Bank to support the development of a fully integrated mine-to-magnet supply chain in North America, emphasizing U.S. commitment to critical minerals supply chain independence [1][2][6]. Funding and Support - The $200 million Letter of Interest from EXIM Bank represents preliminary support under the China and Transformational Exports Program (CTEP) for REalloys' project financing [2][5]. - The funding will facilitate the establishment of a vertically integrated rare-earth and ferroalloy supply chain, enhancing U.S. independence from foreign critical mineral sources [3][6]. Strategic Implications - This initiative is expected to boost domestic manufacturing and job creation, particularly in defense, renewable energy, and electric vehicle sectors, while promoting regional economic growth [4][8]. - The project aligns with U.S. government priorities to secure critical-materials supply chains vital for national security and industrial competitiveness [8][9]. Project Details - The EXIM Bank's support indicates potential financing for REalloys' capital expansion, with a provisional repayment term of up to 15 years, and the Letter of Interest remains effective until October 14, 2026 [7][18]. - REalloys is developing a North American supply chain that integrates upstream resource development, midstream processing, and downstream manufacturing of advanced alloys and magnet materials [11][12]. Market Positioning - REalloys aims to create a fully Western-controlled rare-earth ecosystem, supported by long-term offtake agreements and strategic partnerships, positioning itself to meet U.S. market demand for high-performance magnet materials [11][12]. - The merger with Blackboxstocks Inc. is expected to accelerate growth in the North American rare earth market, enhancing the combined company's competitive position [12].