REALLOYS INC.

Management's Evaluation of Disclosure Controls and Procedures

As of March 31, 2026, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting described below.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Material Weaknesses in Internal Control Over Financial Reporting

Management identified the following material weaknesses as of March 31, 2026:

1. Insufficient Accounting Personnel. The Company does not have a sufficient number of personnel with an appropriate level of knowledge and experience in the application of U.S. GAAP and SEC reporting requirements. Prior to the February 24, 2026 reverse recapitalization, REalloys operated as a privately held company and its financial reporting processes were not designed to comply with requirements applicable to public company issuers under the Securities Exchange Act of 1934.

2. Inadequate Segregation of Duties. The Company’s current staffing levels do not provide for adequate segregation of duties over financial reporting processes, including transaction initiation, authorization, recording, and review functions.

3. Lack of Formalized Period-End Controls. The Company does not have sufficiently formalized and documented period-end financial reporting and review controls, including closing procedures, account reconciliations, and management review of financial statement line items.

Remediation Plan

Management has initiated a remediation plan, including: (i) recruiting additional finance and accounting personnel with U.S. GAAP and SEC reporting experience; (ii) documenting key period-end financial reporting and review procedures; and (iii) evaluating the design of IT general controls. The Company anticipates substantially completing the remediation by the end of 2026. Material weaknesses will not be considered remediated until the applicable controls have operated effectively for a sufficient period and management has tested their operating effectiveness.

Changes in Internal Control Over Financial Reporting

On February 24, 2026, the Company completed its reverse recapitalization with Blackbox and began integrating the two companies’ financial reporting processes and control environments. These actions represent material changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026. Management is continuing to evaluate ICFR design and operating effectiveness for the combined company and expects to provide the required disclosures in the Annual Report on Form 10-K for the year ending December 31, 2026.