As filed with the U.S. Securities and Exchange Commission on August 25, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALLAN JMB INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Nevada 7389 99-0931141 (I.R.S. Employer Identification Number) 244 Flightline Drive Spring Branch, Texas 78070 ...

Company Overview - REalloys Inc. has appointed David MacNaughton, former Canadian Ambassador to the US, to its Corporate Board of Directors, enhancing its leadership team as it builds a vertically integrated rare earth supply chain [1][4] - The company operates a facility in Euclid, Ohio, focusing on downstream magnet material and critical metals, and owns the Hoidas Lake Rare Earth Elements Project in Saskatchewan, Canada, which has a significant Mineral Resource Estimate of 2,153,000 tons of Total Rare Earth Oxides (TREO) [7] Leadership Background - David MacNaughton served as Canada's ambassador from 2016 to 2019 and played a key role in the negotiations for the USMCA, which replaced NAFTA and aimed to create balanced trade opportunities for North American workers and businesses [2][3] - His previous experience includes leadership roles at StrategyCorp, Hill and Knowlton, and Strathshore Financial, where he focused on mergers and acquisitions and public-private partnerships [3] Strategic Initiatives - REalloys is advancing its rare earth supply chain with a fully owned upstream asset at Hoidas Lake and a memorandum of understanding with The Saskatchewan Research Council for midstream services [4] - The company aims to reduce North America's reliance on China for critical minerals, aligning with the current Canadian and US administrations' goals [4][5] Market Position - REalloys is expanding its production capacity in Ohio and is positioned to meet the demand for high-performance magnet materials and critical metals in U.S. Protected Markets [7] - The Hoidas Lake deposit includes both Heavy Rare Earth Elements (HREEs) and Light Rare Earth Elements (LREEs), indicating a diverse resource base that can cater to various market needs [7]

Core Insights - Blackboxstocks Inc. announces the appointment of David MacNaughton to the Corporate Board of Directors of its merger target, REalloys Inc., a vertically integrated critical mineral company [1] Group 1: Appointment and Background - David MacNaughton served as Canada's ambassador to the United States from 2016 to 2019, playing a key role in the negotiations for the USMCA, which replaced NAFTA and aimed to create balanced trade opportunities for North American workers and businesses [2] - MacNaughton has extensive experience in public-private partnerships and has held leadership positions in various organizations, including Palantir Technologies and TC Energy Corporation [3] Group 2: REalloys' Strategic Initiatives - REalloys is focused on building a vertically integrated rare earth supply chain, with significant assets including the Hoidas Lake project in Saskatchewan, which has a Mineral Resource Estimate of 2,153,000 tons of Total Rare Earth Oxides (TREO) [6] - The company is expanding its production capacity at its facility in Euclid, Ohio, and is working on de-risking and advancing its HLREE Project to meet the demand for high-performance magnet materials in U.S. Protected Markets [6] Group 3: MacNaughton's Contribution - MacNaughton will leverage his expertise in public-private partnerships and North American statecraft to help REalloys achieve its goals, particularly in reducing reliance on China for critical minerals [4] - He expressed enthusiasm for joining the first Canada-US critical mineral consortium, emphasizing the importance of strategic collaboration for national security and economic benefits [5]

Company Overview - Blackboxstocks Inc. is a financial technology and social media hybrid platform that provides real-time analytics and news for stock and options traders [14] - The company is pursuing an acquisition of REalloys, Inc., a U.S.-based integrated rare earth company, to enhance stockholder value while continuing its fintech operations through its subsidiary, Blackbox.io Inc. [1][9] Acquisition Details - A definitive merger agreement was executed on March 10, 2025, to acquire REalloys, which specializes in high-performance magnet materials [2] - REalloys is positioned to strengthen the critical supply chain for U.S. national defense and advanced technologies [2] - The Hoidas Lake Rare Earth Deposit in Saskatchewan, Canada, acquired by REalloys, is one of the richest sources of rare earth elements, with a mineral resource totaling 2,153,000 metric tonnes at an average grade of 1.906% [3] Strategic Developments - On April 9, 2025, REalloys acquired 100% of PMT Critical Metals Inc., enhancing its production capabilities and intellectual property [4] - The facility in Euclid, Ohio, produces rare earth metals for key clients, including the U.S. Defense Logistics Agency and the Department of Energy [5] - A joint Memorandum of Understanding was signed with the Saskatchewan Research Council to advance the commercial production of high-performance rare earth magnet materials [6] Production Capacity and Goals - The combined production capacity of the facilities is targeted to reach 500 metric tonnes per year by 2026 and 1,000 metric tonnes by 2028 [7] - The merger is expected to provide access to the lucrative domestic rare earth and magnet materials sector, benefiting stockholders [9][10] Financial and Shareholder Impact - Upon closing of the merger, Blackbox legacy stockholders will own approximately 7.3% of the combined company's shares [12] - Stockholders will receive Contingent Value Rights (CVRs) entitling them to net proceeds from any future sale of Blackbox fintech operations within 24 months following the merger [12]

As filed with the U.S. Securities and Exchange Commission on December 17, 2024 Registration No. 333-282879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALLAN JMB INC. (Exact name of registrant as specified in its charter) | Nevada | | --- | (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Mr. Wayne Williams Chief Executive Office ...

As filed with the U.S. Securities and Exchange Commission on November 25, 2024 Registration No. 333-282879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALLAN JMB INC. (Exact name of registrant as specified in its charter) | Nevada | | --- | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7389 99-0931141 (I.R.S. Employer ...

As filed with the U.S. Securities and Exchange Commission on October 29, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALLAN JMB INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Nevada 7389 99-0931141 (I.R.S. Employer Identification Number) 244 Flightline Drive Spring Branch, Texas 78070-6 ...