Core Viewpoint - Blackboxstocks Inc. announces that its merger target REalloys Inc. has signed a joint Memorandum of Understanding with the Saskatchewan Research Council to advance the commercial production of high-performance rare earth magnet materials, aiming for a secure North American supply chain for U.S. Protected Markets [1][5][8] Group 1: Merger and Collaboration - REalloys has initiated a strategic collaboration with the Saskatchewan Research Council to develop a resilient North American rare earth elements supply chain [5][8] - The planned production of high-performance magnet materials at REalloys' facility in Euclid, Ohio, is set to begin in Q2, with an expansion target of 500 metric tonnes per year by 2026 and 1,000 metric tonnes by 2028 [1][10] Group 2: Production Capabilities - REalloys combines its mid-stream production capabilities in heavy rare earth dysprosium-terbium metals with SRC's capabilities in light rare earth neodymium-praseodymium metals to produce high-performance magnet materials in North America [2][10] - The Euclid facility has been servicing U.S. Protected Market clients, including the US Defense Logistic Agency and the Department of Energy, since 1997 [3] Group 3: Resource and Supply Chain - REalloys sources materials from its Hoidas Lake Rare Earth Elements Project, an operating mine, and recycled magnet materials, ensuring strategic redundancy in its supply chain [6][9] - The Hoidas Lake project hosts a significant resource of neodymium, praseodymium, dysprosium, and terbium, which are essential for high-performance magnet production [7][9] Group 4: Industry Positioning - The Saskatchewan Research Council's Rare Earth Processing Facility is North America's first vertically integrated complex for rare earth metals, enhancing Canada's position in ethical and sustainable rare earth element processing [4][8] - The collaboration aims to address the strategic opportunity to integrate midstream processing technology with Saskatchewan's vast rare earth mineral resources [8]

Revenue Performance - For the three months ended March 31, 2025, the company's revenue was $587,078, a decline of 9.6% compared to $649,420 for the same period in 2024, attributed to fewer subscribers and lower revenue per subscriber [107]. - Average subscribers for the three months ended March 31, 2025, were 2,707, down from 2,996 in the prior year, with average monthly revenue per subscriber decreasing from $72.19 to $69.22 [107]. - The company expects significant future revenue growth from its new educational offerings, which are currently contributing to other revenue streams [107]. Financial Losses - The company incurred an operating loss of $887,666 and a net loss of $829,133 for the three months ended March 31, 2025, compared to a loss from operations of $863,711 in the prior year [98][110]. - EBITDA for the three months ended March 31, 2025, was $(675,044), compared to $(740,927) for the same period in 2024, reflecting adjustments for interest expense and financing costs [115]. Cost and Expenses - Gross margins for the three months ended March 31, 2025, were 41.6%, down from 44.9% in the same period of 2024, with cost of revenues at $343,003 compared to $357,958 [108]. - Operating expenses decreased slightly to $1,131,741 for the three months ended March 31, 2025, from $1,155,428 in the prior year, with a significant increase in selling, general, and administrative expenses due to higher professional fees related to the pending merger [109]. Cash and Financing - The company had cash and marketable securities totaling $215,346 as of March 31, 2025, compared to $17,036 at December 31, 2024 [103]. - The company entered into a merger agreement with REalloys, expected to provide $5,000,000 in financing upon completion, with pre-merger stockholders retaining approximately 7.3% of the post-merger common stock [98]. - The company filed a shelf registration statement for the sale of up to $50,000,000 in securities, with no assurance of being able to raise capital on acceptable terms [100].

Core Viewpoint - Blackboxstocks Inc.'s merger target, REalloys Inc., has acquired PMT Critical Metals Inc., enhancing its position in the rare earth magnet production sector, which is crucial for U.S. national defense and industrial applications [2][9]. Company Overview - Blackboxstocks Inc. is a financial technology provider that offers real-time analytics and news for stock and options traders, utilizing predictive technology and artificial intelligence [12]. - REalloys Inc. focuses on the development and production of rare earth elements, with a significant asset in the Hoidas Lake deposit in Saskatchewan, Canada, which contains 2,153,000 metric tonnes of Total Rare Earth Oxides [6][8]. Acquisition Details - REalloys acquired 100% of PMT Critical Metals in a share exchange that represents approximately 14% of REalloys' outstanding common stock, closing the transaction on March 31, 2025 [2]. - The acquisition includes rare earth magnet production equipment, intellectual property, and existing contracts, positioning REalloys as a critical supplier for U.S. Protected Markets [2][7]. Strategic Importance - The facility in Euclid, Ohio, produces rare earth metals and magnet materials for key U.S. government agencies, including the Defense Logistics Agency and the Department of Energy [3][11]. - REalloys aims to secure a reliable North American supply chain for high-performance magnets, which are essential for national defense and various industrial applications [5][10]. Market Context - The acquisition is timely given recent tariffs and export restrictions imposed by China on rare earth elements, highlighting the need for a resilient North American supply chain [5]. - REalloys is targeting sectors such as National Defense Stockpiles, the Defense Industrial Base, and electric aviation, which are increasingly reliant on domestic sources of critical materials [4][10].

Revenue Growth and Financial Performance - The company anticipates significant revenue growth, which is dependent on attracting new subscribers and reducing non-renewals [124]. - The company must increase revenue levels to achieve profitability, focusing on paid subscriptions to its Blackbox System platform [128]. - The company's revenue for the year ended December 31, 2024, was $2,566,946, a decrease of $539,080 or 17.4% compared to $3,106,026 in 2023, primarily due to a decline in subscribers [230]. - The average subscriber count for 2024 was 2,998, which is 12.1% lower than the previous year, and the average monthly revenue per subscriber decreased from $75.88 in 2023 to $72.24 in 2024 [230]. - Gross margin for 2024 was $1,129,663, representing 44.0% of revenues, down from 46.4% in 2023, attributed to lower average revenue per subscriber and poorer fixed cost absorption [230]. - Operating expenses decreased by $2,298,778 or 34.1% from $6,737,505 in 2023 to $4,438,727 in 2024, with significant reductions in software development and advertising expenses [231]. - The company reported a net loss of $3,471,227 for 2024, an improvement from a net loss of $4,664,455 in 2023 [236]. - EBITDA for 2024 was $(2,954,311), compared to $(3,225,199) in 2023, indicating a reduction in operating losses [236]. - Cash flows used in operations totaled $1,095,776 for the year ended December 31, 2024, a significant improvement from negative cash flow of $3,166,067 in the prior year [225]. Mergers and Acquisitions - The Company expects to incur non-recurring costs related to the Merger, including taxes, legal fees, and advisor fees, which may exceed estimates and impact financial condition [164]. - The Merger requires REalloys Inc. to apply for an initial listing on Nasdaq, with minimum equity requirements and a minimum bid price of $4.00 per share [165]. - The number of Blackboxstocks shares to be issued in the Merger may be adjusted based on changes in REalloys share capital prior to Closing [166]. - Completion of the Merger is subject to numerous conditions, and there is no assurance that these conditions will be fulfilled or that the Merger will be completed as planned [168]. - Failure to complete the Merger could adversely affect the market price of the Company's common shares and its financial condition [170]. - The announcement of the Merger may disrupt business relationships and create uncertainty among employees, potentially affecting retention and recruitment [171]. - The Company may face litigation related to the Merger, which could result in substantial costs and delay completion [173]. - The company expects to receive $5,000,000 in financing upon the completion of the merger with REalloys, which is anticipated to enhance its capital position [210]. Competition and Market Challenges - The company faces increasing competition from established firms and new entrants, which may pressure pricing and market share [130]. - The company may face challenges in maintaining its reputation and brand recognition, which are crucial for attracting and retaining customers [132]. - The company may not be able to effectively halt the operations of entities that copy its intellectual property, potentially harming its brand [141]. - The company may not be able to protect its trademarks and trade names adequately, which could hinder its brand recognition and market competitiveness [153]. - The company may face challenges in obtaining necessary licenses for third-party intellectual property, affecting its ability to commercialize new solutions [162]. Intellectual Property and Legal Risks - The company relies on third-party SaaS technologies for critical operations, which poses risks if these services become unavailable [134]. - The company is currently not subject to any material claims from third parties asserting infringement of their intellectual property rights [144]. - The company has invested in protecting its intellectual property through patent filings, although it has not yet obtained any issued patents for its technology or products [148]. - The company relies on trade secrets and confidentiality agreements to protect its proprietary information, but these measures may not be fully effective [158]. - The company may incur significant costs related to legal proceedings concerning intellectual property disputes, which could adversely affect its financial condition [146]. - The company acknowledges that the legal systems in some foreign countries may not favor the enforcement of intellectual property rights, complicating its ability to protect its assets [152]. Corporate Governance and Management - The company is classified as a "controlled company," allowing it to rely on exemptions from certain Nasdaq corporate governance requirements [121]. - The company has a risk management process overseen by the Board, including regular reports on operational, strategic, financial, legal, and regulatory risks [268]. - The Audit Committee is responsible for overseeing risks related to accounting matters and financial reporting [269]. - The Company has adopted a formal Code of Ethics and Business Conduct applicable to all Board members, officers, and employees [280]. - The Company has established an Insider Trading Policy to promote compliance with insider trading laws [271]. - The Company does not currently have a lead independent director, allowing flexibility in leadership structure [267]. Executive Compensation - Gust Kepler, the CEO, received a total compensation of $219,494 in 2024, which includes a salary of $200,000 and a cash bonus of $19,494 [285]. - Robert Winspear, the CFO, has an annual salary of $200,000 and holds a warrant to purchase 25,000 shares at $7.80 per share, exercisable for ten years [286]. - Charles Smith, the CTO, has an annual salary of $180,000 and holds an option to purchase 12,500 shares at $13.68 per share, also exercisable for ten years [287]. - The 2021 Stock Incentive Plan was amended to increase the number of shares available for issuance from 312,500 to 612,500 as of February 6, 2023 [297]. - Non-employee directors receive an annual cash retainer of $30,000 and an option grant of 5,000 shares of common stock [290]. - The company has not entered into any other employment agreements with named executives or directors providing for compensation [289]. Audit and Financial Reporting - The company engaged Victor Mokuolo CPA PLLC as its new independent registered public accounting firm for the audit of the consolidated financial statements for the year ended December 31, 2024 [311]. - Total fees billed by Turner, Stone & Company, L.L.P. for professional services in 2024 amounted to $101,979, an increase of 50.6% from $67,662 in 2023 [313]. - Audit fees for 2024 were $89,299, up from $63,912 in 2023, representing an increase of 39.5% [313]. - Tax fees for 2024 were $5,250, compared to $3,750 in 2023, reflecting a 40% increase [313]. - The Audit Committee pre-approved all auditing services and permitted non-audit services performed by the independent auditor [314]. - Three out of five directors, including Messrs. Keller Reid and Grant Evans and Ms. Dalya Sulaiman, are considered independent directors [310].

Core Viewpoint - Blackboxstocks Inc. has entered into a definitive merger agreement to acquire REalloys Inc., positioning REalloys as a leader in rare earth magnet production in North America, which is critical for U.S. national defense and advanced technologies [1][2][3] Company Overview - Blackboxstocks Inc. is a financial technology and social media hybrid platform that provides real-time analytics for stock and options traders [9] - REalloys Inc. focuses on the development and production of rare earth elements, with its primary asset being the Hoidas Lake deposit in Saskatchewan, which is rich in critical rare earth materials [7] Merger Details - The merger values REalloys at approximately $400 million, with Blackbox stockholders retaining about 7.3% of the combined company's common shares post-merger [1][6] - Upon closing, REalloys' stockholders are expected to own approximately 92.7% of the combined company [6] - The merger is anticipated to close in the second quarter of 2025, subject to regulatory, lender, and stockholder approvals [6] Strategic Importance - REalloys aims to create a fully integrated mine-to-magnet supply chain in North America, reducing U.S. dependence on foreign suppliers for rare earth materials [2][3] - The company plans to deliver critical magnets to U.S. National Defense Stockpiles and key industries on an accelerated timeline, supporting national defense and infrastructure [3][7] Management and Governance - David Argyle is expected to become the CEO of the combined company, while Gust Kepler will continue as CEO of Blackbox.io, Inc., a subsidiary focused on fintech operations [6] - The board of directors for the combined company will include five members appointed by REalloys and one member appointed by Blackbox [6]

Core Viewpoint - Blackboxstocks Inc. has appointed Grant Evans as a new Director following the unexpected passing of Ray Balestri, with Evans bringing extensive experience in technology and mergers and acquisitions to the company [1][3]. Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics and news for stock and options traders [4]. - The platform utilizes predictive technology enhanced by artificial intelligence to identify volatility and unusual market activity, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [4]. - Blackbox operates a subscription-based model with fees set at $99.97 per month or $959.00 annually, serving users across more than 40 countries [4]. Leadership Changes - Grant Evans, who has been a partner at Pacific Coast Partners since 2021 and has held CEO positions in various companies, has been appointed as an independent director and will chair the audit committee [2][3]. - The CEO of Blackbox, Gust Kepler, expressed confidence in Evans' capabilities, highlighting his knowledge and experience in the technology sector and mergers and acquisitions [3].

Company Announcement - Blackboxstocks Inc appointed Grant Evans as a Director to replace Ray Balestri who passed away unexpectedly [1] - Grant Evans will chair the Company's audit committee and is an independent director under Nasdaq and SEC requirements [3] New Director Background - Grant Evans has been a partner with Pacific Coast Partners since 2021, focusing on mergers and acquisitions, strategy, and capital raising [2] - Prior to Pacific Coast Partners, Grant Evans held several CEO positions in public and private companies, including ActivIdentity, Inc, a NASDAQ-listed company specializing in secured identification and encryption solutions [2] Company Overview - Blackboxstocks Inc is a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders [4] - The platform uses predictive technology enhanced by artificial intelligence to analyze over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [4] - Blackbox provides a fully interactive social media platform integrated into its dashboard, enabling users to exchange information and ideas efficiently [4] - The company recently introduced a live audio/screenshare feature for members to broadcast trade strategies and market insights within the Blackbox community [4] - Blackbox is a SaaS company with a growing user base spanning over 40 countries, with subscription fees of $99.97 per month or $959.00 annually [4] Management Commentary - Gust Kepler, CEO of Blackbox, highlighted Grant Evans' extensive experience as a former CEO in the technology space and his substantial experience in mergers and acquisitions [3] - Grant Evans expressed excitement about joining the board and working with the Blackbox team on a new merger opportunity [3]

Core Viewpoint - Blackboxstocks, Inc. has appointed Grant Evans to its Board of Directors following the unexpected passing of Ray Balestri, with Evans bringing extensive experience in technology and mergers and acquisitions [1][3]. Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics for stock and options traders, utilizing predictive technology enhanced by artificial intelligence [4]. - The platform continuously scans major stock exchanges and analyzes over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [4]. - Blackbox operates on a subscription model, with fees set at $99.97 per month or $959.00 annually, and has a user base spanning over 40 countries [4]. Grant Evans' Background - Grant Evans has been a partner at Pacific Coast Partners since 2021, focusing on mergers and acquisitions, strategy, and capital raising [2]. - He has held several CEO positions in both public and private companies, including ActivIdentity, Inc., where he served as Chairman and CEO [2]. - Evans is recognized as an independent director under Nasdaq and SEC requirements and will chair the Company's audit committee [3]. Leadership Perspective - Gust Kepler, CEO of Blackbox, expressed confidence in Evans' appointment, highlighting his extensive knowledge and experience in the technology sector and mergers and acquisitions [3]. - Evans expressed enthusiasm about joining the board and looks forward to exploring new merger opportunities for Blackbox [3].

Core Viewpoint - Blackboxstocks Inc. has entered into a Securities Purchase Agreement to issue senior debentures totaling $2,250,000, which includes an initial amount of $250,000 and additional debentures of $2,000,000, aimed at financing operations and potential merger transactions [1][2][3]. Group 1: Debenture Details - The Initial Debentures amount to $250,000, bearing an interest rate of 7.00% per annum, maturing on the earlier of a definitive merger agreement or March 15, 2025 [2]. - The Additional Debentures will total $2,000,000, funded through a series of payments contingent on specific milestones related to a merger transaction [3]. - The Additional Debentures will also bear an interest rate of 7.00% per annum, maturing either at the closing of the merger or 12 months after issuance [3]. Group 2: Conversion and Repayment Terms - On maturity, the company will repay the accrued interest and principal of the Additional Debentures, with a premium of 115% if repaid in cash [4]. - Holders of the Additional Debentures may convert their holdings into common stock at a conversion price set at 175% of the prior day's closing price, with a minimum price of $5.00 per share [4]. - A beneficial ownership limitation of 9.9% applies post-conversion, which can be reduced to 4.9% upon election by the holders [4]. Group 3: Company Overview - Blackboxstocks Inc. operates as a financial technology and social media hybrid platform, providing real-time analytics for stock and options traders [5]. - The platform utilizes predictive technology enhanced by AI to analyze over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [5]. - The company offers subscription services priced at $99.97 per month or $959.00 annually, with a user base spanning over 40 countries [5].

Core Viewpoint - Blackboxstocks, Inc. and Evtec Aluminium Limited have mutually agreed to terminate their Share Exchange Agreement, with Blackbox actively seeking other strategic merger options to enhance stockholder value [1][2]. Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics and news for stock and options traders. The platform employs predictive technology enhanced by artificial intelligence to identify volatility and unusual market activity [3]. - The company continuously scans major stock exchanges and options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. It offers a fully interactive social media platform integrated into its dashboard for users to exchange information and ideas [3]. - Blackbox operates on a subscription model, with current fees set at $99.97 per month or $959.00 annually, and has a growing user base across over 40 countries [3]. Termination of Agreement - The Share Exchange Agreement, initially executed on December 12, 2023, and amended on July 1, 2024, was intended to make Evtec a wholly owned subsidiary of Blackbox. However, due to unforeseen delays and costs, both companies decided to terminate the agreement [1][2]. - Blackbox's CEO expressed disappointment over the inability to complete the merger but emphasized respect for Evtec and its management, wishing them success in the future [2].