aloy-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 001-41051

_________________________

REALLOYS INC.

(Exact name of registrant as specified in its charter)

_________________________


Nevada						45-3598066
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

7280 W. Palmetto Park Rd., Suite 302N Boca Raton, FL						33433
(Address of Principal Executive Offices)						(Zip Code)

972-726-9203

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ALOY	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

The registrant had outstanding 61,213,498 shares of common stock as of May 15, 2026.

EXPLANATORY NOTE

On March 10, 2025, REalloys Inc .(formerly known as Blackboxstocks Inc., “Blackboxstocks”; “REalloys” or the “Company”) and its wholly owned subsidiary, RABLBX Merger Sub, Inc., (“RABLBX”), entered into an Agreement and Plan of Merger, as amended by that certain Amendment No. 1 (“Amendment No. 1”), dated as of July 1, 2025, Amendment No. 2 (“Amendment No. 2”), dated as of August 22, 2025, and Amendment No. 3 (“Amendment No. 3”) dated as of December 10, 2025 (collectively, the “Merger Agreement”), with REalloys Solutions Inc. (formerly known as REalloys Inc.; “Private REalloys”). In accordance with the Merger Agreement, RABLBX merged with and into Private REalloys, with Private REalloys surviving as a wholly owned subsidiary of the Company. On February 24, 2026, (i) pursuant to an amendment to its Articles of Incorporation, the Company changed its name from “Blackboxstocks Inc.” to “REalloys Inc.”, (ii) pursuant to an amendment to its Articles of Incorporation, Private REalloys changed its name to “REalloys Solutions Inc.”, and (iii) REalloys and RABLBX filed the Certificate of Merger with the State of Nevada (the “Merger”). On February 24, 2026, the Merger closed (the “Closing” and such date, the “Closing Date”).

The information in this Quarterly Report on Form 10-Q (the “Quarterly Report”) reflects the consummation of the Merger.

REalloys, Inc. and Subsidiaries

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
	Signatures

Part I - Financial Information

Item 1. Financial Statements

REalloys, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	As of
	March 31, 2026		December 31, 2025
	(unaudited)		(audited)
ASSETS
Current assets:
Cash	$	42,548	$	2,824
Restricted cash	7,500		-
Accounts receivable, net of allowance for credit losses of $0	1,253		730
Inventory	3		-
Prepaid expenses	19,794		34,987
Project deposits	2,400		-
Total current assets	73,498		38,541

Non-current assets:
Goodwill	2,077		2,077
Intangible assets, net	1,257		1,316
Mineral Properties	50,532		50,532
Machinery and equipment, net	306		321
Operating lease right-of-use asset, net	789		602
Investments	2,000		-
Total non-current assets	56,961		54,848

Total assets	130,458		93,389

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	5,004		3,433
Deposit Liability	7,500		-
Accrued expenses, related party	700		610
Unearned subscriptions	630		-
Current portion of operating lease liabilities	278		2
Other notes payable	317		-
Note payable, related party	144		94
SAFE liability, related party	-		1,320
SAFE liability	-		1,695
Total current liabilities	14,573		7,154

Non-current liabilities:
Contingent consideration	-		34,561
Deferred tax liability	13,644		13,644
Long-term debt	154		154
Long-term operating lease liabilities	518		536
Total non-current liabilities	14,316		48,895

Total liabilities	28,890		56,049

Mezzanine equity
Series C redeemable preferred stock, $0.001 par value; 15,000 shares authorized, 0 and 684 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	-		1,506

Stockholders’ equity
Series A preferred stock, $0.001 par value; 3,269,998 shares authorized, 3,269,998 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	3		-
Common stock, $0.001 par value, 350,000,000 shares authorized, 61,214,537 and 49,293,557 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	60		12
Additional paid in capital	289,348		116,946
Accumulated deficit	(187,843)		(81,125)
Total Stockholders’ equity	101,568		35,834
Total liabilities and Stockholders’ equity	$	130,458	$	93,389

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4.

REalloys, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)


	Three Months Ended March 31,
	2026		2025
	(unaudited)		(unaudited)
Net Revenues	$	706	$	-



Operating expenses:
Cost of sales	299		-
Software development costs	34		-

General and administrative	85,402		867
Advertising and marketing	2,541		-
Depreciation and amortization	87		-
Total operating expenses	88,363		867

Loss from operations	(87,657)		(867)


Interest expense	8		91
Change in fair value of contingent consideration	3,439		784
Impairment expense	6,394		-
Accretion of discount on issuance of Series C Preferred Stock	9,220		-
Total other expense	19,061		875



Net loss	(106,718)		(1,742)

Basic and diluted net loss per share	(1.98)		(0.05)
Weighted-average shares used in computation of net loss per share:
Basic and diluted	53,954,052		32,593,867

REalloys, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) (Unaudited)

(In thousands, except share data)


Three Months Ended March 31, 2026


	Series C Preferred Shares			Series A Preferred Shares		Common Shares
	Shares	Amount		Shares	Amount	Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
Balances as of December 31, 2025	2,000	$	1,506	-	-	119,383,766	$	12	$	116,976	$	(81,125)	$	35,863
Retroactive application of recapitalization	(1,316)	-		-	-	(70,090,209)	37		(37)		-		-
Adjusted balances, as of December 31, 2025	684	1,506		-	-	49,293,557	49		116,939		(81,125)		35,863

Issuance of Preferred Stock for cash	4,442	2,600		3,269,998	3	-	-		-		-		3
Commitment shares issued for cash	-	-		-	-	1,077,353	1		-		-		1
Issuance of Common Stock under SAFE	-	-		-	-	160,606	-		3,015		-		3,015
Common stock issued at Blackboxstocks Inc. merger	-	-		-	-	4,480,437	4		6,230		-		6,234
Conversion of Special Warrants	-	-		-	-	2,093,664	2		37,998		-		38,000

Issuance of Common Stock, net of offering costs	-	-		-	-	2,702,702	3		47,008		-		47,011
Accretion of discount on issuance of Series C preferred stock	-	9,220		-	-	-	-		-		-		-
Conversion of Series C preferred stock	(5,126)	(13,326)		-	-	1,374,018	1		13,325		-		13,326
Exercise of stock options	-	-		-	-	32,200	-		-		-

SEC Form 10-Q filed by REalloys Inc.